S-1/A

As filed with the Securities and Exchange Commission on May 29, 2015

Registration No. 333-203231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Milacron Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware	3559	80-0798640
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3010 Disney Street

Cincinnati, OH 45209

(513) 487-5000 (Phone)

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Hugh C. O’Donnell

Vice President, General Counsel and Secretary

3010 Disney Street

Cincinnati, OH 45209

(513) 487-5000 (Phone)

(513) 487-5086 (Fax)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Alexander D. Lynch, Esq. Heather L. Emmel, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 (Phone) (212) 310-8007 (Fax) Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 (Phone) (212) 751-4864 (Fax)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    ¨ Accelerated filer    ¨ Non-accelerated filer    x Smaller reporting company    ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated May 29, 2015

PROSPECTUS

            Shares

Milacron Holdings Corp.

Common Stock

This is the initial public offering of our common stock. We are selling             shares of our common stock.

We expect the public offering price to be between $         and $         per share. Currently, no public market exists for the shares. After pricing the offering, we expect that the shares will trade on the New York Stock Exchange (the “NYSE”) under the symbol “MCRN.”

Investing in the common stock involves risks that are described in the “Risk  Factors” section beginning on page 20 of this prospectus.

	Per Share	Total
Public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$

(1) We refer you to “Underwriting” beginning on page 170 of this prospectus for additional information regarding underwriting compensation.

The underwriters may also exercise their option to purchase up to an additional             shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on or about                      , 2015.

Joint Book-Running Managers

BofA Merrill Lynch	Barclays	J.P. Morgan
Baird	Credit Suisse	Goldman, Sachs & Co.

Co-Managers

KeyBanc Capital Markets William Blair

The date of this prospectus is                     , 2015.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		20
Cautionary Note Regarding Forward-Looking Statements		41
Use of Proceeds		43
Dividend Policy		44
Capitalization		45
Dilution		47
Non-GAAP Financial Measures		49
Selected Historical Financial Data of Milacron		51
Supplemental Financial Data of Mold-Masters		59
Management’s Discussion and Analysis of Financial Condition and Results of Operations		61
Business		91
Industry		110
Management		116
Executive and Director Compensation		123
Certain Relationships and Related Person Transactions		148
Principal Stockholders		151
Description of Certain Indebtedness		153
Description of Capital Stock		161
Shares Eligible for Future Sale		165
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders		167
Underwriting		170
Legal Matters		178
Experts		178
Where You Can Find More Information		178
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free-writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospectus may have changed since that date.

Trademarks and Trade Names

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. Some of the more important trade names and trademarks that we use include Cimcool, DME, Ferromatik Milacron, Milacron, Uniloy, TIRAD, Mold-Masters, M-PET, Kortec and E-Multi. Solely for convenience, we refer to trademarks, service marks and trade names in this prospectus without the ™, ^SM and ^® symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks, service marks and trade names. Other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

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Market and Industry Information

Market data used throughout this prospectus is based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of sources, including A.T. Kearney, Inc., the Freedonia Group, Inc. (“Freedonia”), Global Industry Analysts, Inc., a market research report publisher, Interconnection Consulting, Society of Indian Automobile Manufacturers, LMC Automotive Ltd (“LMC Automotive”) and the U.S. Department of Commerce Bureau of Economic Analysis. We also purchased a hot runner market analysis report prepared by Interconnection Consulting in relation to the economic environment and regional landscape pertaining to that market. All Interconnection Consulting market share data presented in this prospectus is for the year ended December 31, 2013, as no additional study has been completed since that date. All of the market data used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which in part is derived from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates prepared by independent parties and by us.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto before making an investment decision. Unless otherwise stated in this prospectus, references to “we,” “our,” “us,” “Milacron” and the “Company” and similar terms refer to Milacron Holdings Corp. and its consolidated subsidiaries; references to “Milacron Holdings” refer to Milacron Holdings Corp.; references to “Milacron Intermediate Holdings” refer to Milacron Intermediate Holdings Inc., our wholly owned subsidiary; and references to “Milacron LLC” refer to Milacron LLC, our indirect wholly owned subsidiary.

Company Overview

We are a global leader in the manufacture, distribution and service of highly engineered and customized systems within the $27 billion plastic technology and processing industry. We are the only global company with a full-line product portfolio that includes hot runner systems, injection molding, blow molding and extrusion equipment. We maintain strong market positions across these products, as well as leading positions in process control systems, mold bases and components, maintenance, repair and operating (“MRO”) supplies for plastic processing equipment and fluid technology. Our strategy is to deliver highly customized equipment, components and service to our customers throughout the lifecycle of their plastic processing technology systems.

We serve the market through three segments: Advanced Plastic Processing Technologies, which we refer to as “APPT,” Melt Delivery and Control Systems, which we refer to as “MDCS,” and Fluid Technologies, which we refer to as “Fluids.” Our APPT segment designs, manufactures and sells injection, extrusion, and blow molding equipment, co-injection systems and related parts and services. Our MDCS segment designs, manufactures and sells hot runner and process control systems, mold bases and components, and sells MRO supplies. Hot runner systems are custom-designed for each product a customer manufactures on an injection molding machine. Our Fluids segment is a global manufacturer of synthetic and semi-synthetic lubricants and coolants used in various industrial metalworking applications. Approximately 61% of our 2014 sales and 64% of our sales for the three months ended March 31, 2015, were from consumable products, which we define as products that are replaced and services provided throughout the life of the injection, extrusion and blow molding systems and fluids used in the metalworking process. Our lifecycle sales include (1) machine aftermarket parts and service; (2) hot runner systems and mold bases, which are replaced each time new plastic parts are designed and existing parts are redesigned; and (3) upgrades and overhauls as customers decide to improve the performance or extend the life of equipment. We serve a diverse range of industries and have longstanding relationships with many of our over 27,000 customers. We have leading market shares in North America and in emerging markets, including China and India.

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The charts below illustrate Milacron’s diversification by principal business segment as a percentage of sales and Adjusted EBITDA for the year ended December 31, 2014.

By Business (Sales)	By Segment (Adjusted EBITDA)(1)

(1) Excludes Corporate Adjusted EBITDA of $(21) million.

The charts below illustrate Milacron’s diversification by end market and geography as a percentage of sales for the year ended December 31, 2014.

By End Market (Sales)	By Geography (Sales)

For the year ended December 31, 2014, we generated total sales, Adjusted EBITDA, Adjusted Net Income and net (loss) attributable to Milacron Holdings Corp. of $1,211 million, $199 million, $75 million, and $(15) million, respectively. For the three months ended March 31, 2015, we generated total sales, Adjusted EBITDA, Adjusted Net Income and net (loss) attributable to Milacron Holdings Corp. of $279 million, $45 million, $14 million, and $(16) million, respectively. Since early 2012, we have broadened our portfolio significantly through a series of strategic initiatives and value-enhancing acquisitions. We have made significant investments to upgrade our machining capabilities, expand capacity in China and India and pursue adjacent growth opportunities in our high-margin consumables businesses. Through our “One Milacron” initiative, we are leveraging our global capabilities, along with investing in new product development and improving manufacturing capabilities and engineering processes. We believe our recent and continuing investments in low cost manufacturing capabilities and our shared service center, as well as the continued integration of prior acquisitions position us to drive significant margin improvement over the next three years.

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Significant Initiatives & Investments Since Early 2012

Milacron Today

•    Acquired Mold-Masters Luxembourg Holdings S.à r.l. (“Mold-Masters”), Kortec, Inc. (“Kortec”) and TIRAD, s.r.o. (“TIRAD”) •    Recruited high-caliber executive team •    Rolled out “One Milacron” initiative •    Developed new products •    Expanded production capabilities in certain high-growth and lower cost regions •    Employed manufacturing efficiency and low-cost sourcing initiatives •    Implemented an internal global back-office and engineering shared service center in India

•    Global growth platform with leading market positions in North America, China and India •    Plastic technology systems and solutions provider with a strong intellectual property portfolio •    61% of 2014 sales and 64% of sales for the three months ended March 31, 2015 from higher margin consumable products •    Leading position in the high-growth and high-margin hot runner market •    Industry leading technology for shelf stable plastic packaging •    Upper teens Adjusted EBITDA margins •    Blue-chip customer relationships in all regions

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Our Industry

We are a global leader in the manufacture, distribution and service of highly engineered and customized systems within the $27 billion plastic technology and processing industry.

The following charts illustrate the growth in global plastic consumption, global plastic processing machinery demand and the global hot runner market for the periods set forth below.

Global Plastic Consumption (in millions of tons)(1)	Global Plastic Processing Equipment Market ($ in bn)(2)	Global Hot Runner Market ($ in bn)(3)

(1) Source: Global Industry Analysts, Inc. (January 2012).

(2) Source: Global Industry Analysts, Inc. (May 2014).

(3) Source: Interconnection Consulting (October 2014 and August 2012).

We believe the following factors will contribute to demand growth for products in our APPT and MDCS segments:

Increasing Global Demand for Plastic Finished Products: We believe the growing demand for plastic products is supported by long term macroeconomic trends. Global population growth, coupled with continued urbanization, increased purchasing power and improved lifestyle in emerging markets have resulted in greater demand for a broad range of finished plastic products in many segments of the economy, including automotive, construction and consumer products. We believe that our strong global presence positions us well to benefit from this growth.

Technological Advancements, New Product Introductions and Continued Preference for Plastic Over Other Materials: Technological advancements in resin, product design and systems integration have increased the number and range of applications for which plastic products can be used. These advancements have led to increased adoption and penetration rates in both high growth industries, such as healthcare and electronics, as well as high volume industries, such as automotive and consumer packaging. For example, the use of plastic components assists automakers in reducing vehicle weight to meet federally mandated fuel economy standards. Consumers have continued to exhibit a preference for plastic packaging over available alternatives, particularly in food packaging. We believe our technology and track record for delivering efficient high speed systems for shelf stable plastic packaging will position us to take advantage of the continued materials conversion from metal and glass to plastic.

Hot Runner Market Demand Growth: Demand for hot runner systems (a custom-designed product that channels molten plastic from an injection molding machine into a particular mold) is tied to new product design and product design changeover rather than broader capital investment trends. For instance, in certain large end markets, including electronics and consumer products where technology and preference are rapidly changing,

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product life cycles have significantly decreased in recent years. In certain emerging markets, such as Asia, hot runner systems are displacing legacy cold runner technology driven by an increased need for productivity, efficiency, automation and higher part quality. Although growing, hot runner systems penetration levels in emerging markets remain well below the penetration levels seen in developed economies.

Pent-up Equipment Demand: According to the U.S. Department of Commerce Bureau of Economic Analysis, the average age of plastic processing equipment in 2013 was 12 years compared to an average age of eight years in 1980. We believe much of the equipment purchased in the 1980s and 1990s is now nearing the end of its useful life, and the plastic processing industry will experience sustained growth as customers begin to make significant investments in machinery and equipment due to strong plastic demand, lower resin costs and a more robust manufacturing environment. We offer our customers several options to address this issue, including machine replacement, used machine purchases and retrofit services to upgrade their technology. Technological advances in our products have made it more compelling for our customers to purchase new equipment or engage us to retrofit their existing equipment before the end of their existing equipment’s useful life. Upgrading their equipment can provide our customers with several key advantages, including increased resin efficiency, energy efficiency and higher throughput capabilities.

Our Competitive Strengths

Leading Market Positions, Product Breadth and Highly Regarded Brands

Based on management estimates, we believe Milacron is the #1 manufacturer and supplier of plastic processing technologies in North America on a consolidated basis across the industry’s primary plastic processing machinery applications based on sales. We are also the #2 provider of hot runner systems worldwide based on sales. We believe that the significant depth and breadth of our product portfolio provides us with a competitive advantage because it allows us to meet more of our customers’ demands as they expand their production capabilities. Our world class portfolio of brands, including Milacron, DME, Mold-Masters, TIRAD, Cimcool, Ferromatik and Uniloy, have long records of success selling products in over 100 countries across six continents.

Strategically Positioned to Benefit from Global Plastic Market Growth

Market growth is being driven by several fundamental dynamics including the re-tooling of an aging fleet in North America, continued conversion of metal and glass to plastic, and increased plastic consumption in emerging markets. We believe that our plastic processing technology combined with our customer driven sales approach positions us to add value to our customer base as they re-tool their aging fleets with aftermarket sales, retrofits and new equipment. Additionally, our strong technology offering across multiple applications positions us well to capitalize on the incremental growth from the continued materials conversion to plastic. Our international presence and our significant investments in manufacturing capacity in China and India provide a strong base on which we expect to capture emerging market growth.

Large Installed Base and Recurring Revenue Streams

We estimate that we have over 40,000 machines and over 140,000 hot runner systems installed globally. We believe we have a significant opportunity to further leverage our machine and hot runner customer base to drive sales and offer customized solutions combining the technology of Mold-Masters and Milacron. We believe we are the top global supplier of parts and service for our own equipment and have the opportunity to increase our share of this business for our installed base as well as that of our customers’ other equipment. The consumable products sold by our APPT aftermarket business, our MDCS business and our Fluids business provide recurring revenue streams. We seek to add value to our customers through our lifecycle sales approach and capabilities, which allows us to capture more of our customers’ equipment spend on consumable products.

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Leading Technology and Extensive R&D Capabilities

Our products and systems are highly engineered and customized. We hold approximately 1,000 active and pending patents on a range of technologies across our businesses and employ over 750 engineers and designers. Recent innovations include (1) our E-Multi co-injection unit which enables cost effective retrofit of injection molding systems to produce multi-material parts; (2) multi-layer blow molding; (3) co-injection solutions; (4) hybrid machine technologies that blend hydraulic and electric movements; and (5) our M-PET series product line for polyethylene terephthalate (“PET”) preform molding. A number of our technologies are helping to drive the conversion from metal and glass to plastic. We maintain a global engineering and design center in India with over 140 associates to lower design and engineering costs and offer customers 24-hour access to our engineering capabilities.

Diverse End Markets and Customer Base

Our products and systems serve a broad and diverse range of end markets and customers. For the year ended December 31, 2014, no end market accounted for more than 23% of our sales and we have a balanced geographical exposure. Our MDCS leadership positions in the medical, teletronics and closures end markets supplement our APPT strength in automotive and packaging end markets and offer a platform from which we can expand the presence of each business in new markets and cross-sell our products and services to existing customers. As of December 31, 2014, our businesses maintained an estimated total of more than 27,000 customers. No single customer accounted for more than 1.6% of sales and our top 10 customers accounted for 8.9% of sales for the year ended December 31, 2014. Milacron is a preferred supplier to many key original equipment manufacturers (“OEMs”), end-users whose time to market and profitability depend on our ability to design and manufacture highly customized products with short lead times. As a result of working directly with end users including OEMs and brand owners, our systems are frequently specified by name by the end user and we gain visibility into new opportunities in the plastic technology value chain.

Efficient Cost Structure and Operating Flexibility

We are in the early stages of lean implementation and have undertaken a number of initiatives to improve our cost structure and operating flexibility which we believe will drive significant margin growth over the next three years. This includes consolidating manufacturing locations in North America and Europe and implementing lean initiatives to leverage our supply chain and increase low cost country sourcing. We are concurrently investing to expand capacity in higher growth markets in China and India, both for local market sales and for export to our global customer base and see continued opportunities to implement lean initiatives across our facilities. We are experiencing strong margin improvement momentum through continued operational excellence, further enhancing the attractive free cash flow characteristics of our business.

Track Record of Deploying Capital at Attractive Returns

Since early 2012, our management has identified and executed strategic capital deployment initiatives including accretive tuck-in acquisitions and manufacturing efficiency projects, which have improved our competitive position and financial profile. Our acquisition strategy is intended to broaden and deepen our portfolio and enhance our ability to service customers. These acquisitions have included our 2014 acquisitions of Kortec and TIRAD, each of which have been successfully integrated with our existing business and product development process. As part of our ongoing lean manufacturing initiatives, we have implemented several successful manufacturing footprint projects including our ongoing manufacturing footprint projects in Europe. We believe these projects allow us to expand margins and compete effectively across our global manufacturing base. We continue to see opportunity to execute accretive acquisitions and high payback efficiency projects.

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Experienced and Highly Skilled Management Team

Our senior management team consists of industry veterans with proven track records of operational excellence and strategic vision. Our team has successfully implemented both organic growth initiatives and strategic acquisitions. We have realigned our business segments and management structure to maintain and enhance our market leading position and executed effective strategies to focus on high growth and profitable markets. Our senior management team has an average of 30 years of plastic and industry experience, with much of this experience stemming from either our customers or other organizations within our value chain. This experience enables us to bring a customer’s perspective to our company and has influenced our strategy of providing value-enhancing lifecycle solutions to our customers.

Our Strategy

The key elements of our growth strategy include:

Grow Share Profitably

• Leverage our Installed Base and Technology to Continue to Drive Lifecycle Sales: Our management estimates that the value of available consumable revenue across the lifecycle of a machine is one to four times its initial cost and consists of (1) machine aftermarket parts and service; (2) hot runner systems and mold bases, which are replaced each time new plastic parts are designed and existing parts are redesigned; and (3) upgrades and overhauls as customers decide to improve the performance or extend the life of equipment.

• Continue to Penetrate Emerging Markets: Over the last three years, we have invested in additional sales, service and manufacturing capacity in China and India, as well as maintaining a large and experienced local sales force in these and other emerging growth countries in order to increase our penetration in emerging markets.

• Customer Focused Market Approach: Our market approach is to provide a tailored solution addressing the needs of each customer utilizing our range of equipment as well as a broad set of repair services and upgrade technologies. We do not limit our upgrades and overhauls to only Milacron equipment.

• New Product and Technology Innovation: We have a pipeline of new product technical innovations that are designed to provide customer focused solutions. These technology solutions provide us with a significant opportunity to gain market share and are expected to increase penetration in growth areas including co-injection systems for packaging and medical applications and next-generation hot runner systems design.

• Leverage the Capability and Reach of our Sales Force: We believe we have one of the largest direct sales forces in the industry, with over 400 sales professionals across our businesses. We have recently acquired or opened centers in Texas, California and Mexico and have also created a Strategic Accounts Management sales leadership team to drive relationships with major plastic processors across our different product lines.

Fund the Future by Driving Margin Improvements

We are in the early stages of implementing a number of initiatives which we anticipate will drive margin growth over the next three years. In addition to savings achieved to date through our ongoing lean initiatives, we expect our recent and continuing investment in facilities consolidation, administrative and sourcing cost savings and back office integration efforts to drive over $30.0 million of run-rate annual savings by the end of 2017.

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• Facilities Consolidation Enabled by Recent Acquisitions: We continue to optimize our facility footprint by moving production to low cost countries. Our recent acquisitions of Mold-Masters in 2013 and Czech Republic-based TIRAD in 2014 provide the incremental scale to enable additional facility consolidation. While these initiatives are in early stages, currently announced facilities closures are expected to reduce annual operating expenses by approximately $2.2 million upon completion. We have also recently made substantial investments in China and India, both to meet growing domestic demand in those markets and to expand our low cost production capabilities for export.

• Continued Back Office Integration and Operating Efficiencies: We are also in the process of transitioning certain engineering and administrative functions to a shared service center in India. We expect savings from this initiative to increase from the approximately $1.8 million of annual run-rate savings we have realized as we continue to explore opportunities to maximize efficiencies and overhead savings by expanding the shared service center platform.

• Continue to Implement Lean Initiatives: We are successfully improving operational efficiency and reducing costs through the implementation of lean initiatives which include low cost country sourcing. In 2014, we realized approximately $11 million in savings from improvements in global sourcing programs. We anticipate that our global sourcing leverage will improve, particularly due to overlapping spend in steel, electrical and other commodity purchases across our APPT and MDCS business segments.

Make Possibilities a Reality by Continued Reinvestment

We continually invest in new product development in pursuit of our product vitality goal to achieve 15% of sales from products introduced in the last three years. We have made investments to improve efficiencies, develop new products and increase capacity across our three business segments. We plan to continue focusing on growing each business through efficient use of existing capacity and workforce. We have broadened our portfolio significantly through a series of strategic acquisitions and continue to see opportunity to execute accretive acquisitions.

Win Together as “One Milacron”

Our “One Milacron” initiative was designed to integrate and leverage our global footprint capabilities and customer relationships across all of our business segments with a “win together” culture. First, we are dedicated to providing best-in-class quality and safety for our customers and employees. We believe this approach will continue to allow us to build world-class leaders, account management and sales teams who deliver great service to every customer across Milacron’s businesses. We work closely with our customers throughout their design process and provide them with one-stop complete end-to-end plastic processing solutions that optimize their total cost of production rather than just focusing on selling new equipment. We believe this approach differentiates us from our competitors and helps us develop and maintain long-term customer loyalty.

Risks Affecting Our Business

Investing in our common stock involves a high degree of risk. You should consider carefully the risks described in “Risk Factors” before making a decision to invest in our common stock. If any of these risks actually occur, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline, and you may lose all or part of your investment. Below is a summary of the principal risks that we face.

• Demand for our products is affected by general economic conditions, including our customers’ industries and capital expenditures, consumer spending trends and other macroeconomic conditions.

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• If the use of plastic declines, it could materially adversely affect our business, financial condition or results of operations.

• We operate in highly competitive industries, many of which are currently subject to intense price competition, and if we are unable to compete successfully, our results of operations could be materially adversely affected.

• We may not be able to successfully implement strategic initiatives designed to increase our cost savings.

• Increases in our cost structure or a disruption in our supply chain could have an adverse effect on our operating results and cash flows.

• Our significant international operations subject us to risks such as unfavorable political, regulatory, labor and tax conditions.

• Our operations partly depend on the rate of economic development and growth in emerging markets.

• We might not be able to timely develop, manufacture and gain market acceptance of new and enhanced products required to maintain or expand our business.

• We may not be able to adequately protect our intellectual property and proprietary rights and our products could infringe on the intellectual property of others.

• Our results of operations are subject to currency translation risk and currency transaction risk.

• We may not be able to satisfy orders on a timely basis.

• Our operations depend on our ability to maintain production at our facilities.

• We have a history of net losses and may not maintain profitability in the future.

• We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

• We will incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.

• CCMP will have a controlling interest in our company, and CCMP’s interests may be different from or conflict with those of our other stockholders.

Our Debt Recapitalization

On May 14, 2015, we entered into a new $730.0 million senior secured term loan facility with a maturity date of September 28, 2020 (the “New Term Loan Facility”) and amended and restated the credit agreement governing our senior secured asset-based revolving credit facility (the “ABL Facility” and, together with the New Term Loan Facility, the “Senior Secured Credit Facilities”) to, among other things, conform certain terms in the credit agreement governing the ABL Facility to the terms contained in the credit agreement governing the New Term Loan Facility. The net proceeds from the New Term Loan Facility were used (i) to repay in full $339.1 million aggregate principal amount outstanding under our existing term loan facility, (ii) to

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redeem in full $220.0 million aggregate principal amount outstanding of our 8.375% Senior Secured Notes due 2019 (the “Senior Secured Notes”) on May 15, 2015, at a redemption price of 106.281% of the principal amount thereof, plus accrued and unpaid interest, to, but not including May 15, 2015, and (iii) to pay an approximately $145.0 million cash dividend to the holders of our common stock. We refer to these transactions collectively as the “Debt Recapitalization.” For a description of the New Term Loan Facility and the amendments to the ABL Facility, see “Description of Certain Indebtedness—Senior Credit Facilities.” For a description of the cash dividend paid to holders of our common stock, see “Certain Relationships and Related Party Transactions—Dividend.”

Our Principal Stockholder

We were acquired by affiliates of CCMP Capital Advisors, LLC (collectively referred to as “CCMP”) together with certain members of our management in April 2012 (the “CCMP Acquisition”). After this offering, CCMP is expected to own approximately         % of our common stock. As a result, CCMP will be able to exert significant voting influence of fundamental and significant corporate matters and transactions. See “Risk Factors—Risks Related to this Offering—CCMP will have a controlling interest in our company, and CCMP’s interests may be different from or conflict with those of our other stockholders.”

CCMP is a leading global private equity firm specializing in buyout and growth equity investments in companies ranging from $250 million to more than $2 billion in size. CCMP’s founders have invested over $16 billion since 1984, which includes their activities at J.P. Morgan Partners, LLC (a private equity division of JPMorgan Chase & Co.) and its predecessor firms. CCMP was formed in August 2006 when the buyout and growth equity investment professionals of J.P. Morgan Partners, LLC separated from JPMorgan Chase & Co. to commence operations as an independent firm. The foundation of CCMP’s investment approach is to leverage the combined strengths of its deep industry expertise and proprietary operating resources to create value by investing in four targeted industries—Industrials, Consumer/Retail, Energy and Healthcare.

Corporate Information

Milacron Holdings is a Delaware corporation. Milacron Holdings was incorporated on March 16, 2012. Our principal executive offices are located at 3010 Disney Street, Cincinnati, Ohio 45209. Our telephone number at our principal executive offices is 513-487-5000. Our corporate website is www.milacron.com. The information that appears on our website is not part of, and is not incorporated into, this prospectus.

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The Offering

Common stock offered by us             shares (             shares if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering             shares (             shares if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares of common stock The underwriters also have the option to purchase up to an additional             shares of common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds We estimate that the net proceeds to us from our sale of             shares of common stock in this offering will be approximately $         million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes a public offering price of $         per share, which is the midpoint of the price range set forth on the cover of this prospectus. We intend to use the net proceeds from this offering to repay a portion of the term loan debt outstanding under the New Term Loan Facility. See “Use of Proceeds.”

Dividend policy We do not anticipate paying any dividends on our common stock in the foreseeable future; however, we may change this policy in the future. Present and future agreements may also limit our ability to pay dividends. See “Dividend Policy” and “Description of Certain Indebtedness.”

Voting rights Each share of our common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”

Risk factors Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 20 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

Proposed NYSE symbol “MCRN.”

Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering is based on             shares outstanding as of                     2015 and excludes:

•             shares of our common stock issuable upon the exercise of options to purchase shares of our common stock, which have a weighted average exercise price of $         per share; and

•             shares of common stock reserved for future grant under our 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”).

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Unless otherwise indicated, all information in this prospectus:

• gives effect to a             -for-1 stock split of our common stock prior to the consummation of this offering;

• gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the consummation of this offering;

• gives effect to the merger of Milacron Intermediate Holdings into Milacron, which will occur prior to the consummation of this offering and which will have no impact on our financial position or results of operations;

• assumes no exercise of the underwriters’ option to purchase up to             additional shares of common stock from us; and

• assumes an initial public offering price of $         per share, the midpoint of the price range set forth on the cover of this prospectus.

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SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The following table sets forth our summary historical financial and other data for the periods and as of the dates indicated. We derived our summary consolidated statements of operations data and statement of cash flows data for the period from January 1, 2012 to April 30, 2012 (Predecessor) (“Predecessor Period 2012”), for the period from May 1, 2012 to December 31, 2012 (Successor) (“Successor Period 2012”) and for the years ended December 31, 2013 and 2014 (Successor) from our audited consolidated financial statements included elsewhere in this prospectus. The statements of operations and cash flows data for each of the three month periods ended March 31, 2014 and March 31, 2015, and the balance sheet data as of March 31, 2015, were derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in management’s opinion, reflect all adjustments necessary for the fair presentation of the financial information set forth in those statements.

The summary unaudited as adjusted balance sheet data as of March 31, 2015 and unaudited pro forma data for the year ended December 31, 2014 and the three months ended March 31, 2015 has been prepared to give effect to (i) the issuance of shares of our common stock in this offering at an assumed initial public offering price of $            , which is the midpoint of the range set forth on the cover of this prospectus, and the application of the net proceeds from this offering as described under “Use of Proceeds” and (ii) the Debt Recapitalization. The following unaudited summary as adjusted financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have occurred if the relevant transactions had been consummated on the date indicated.

In April 2012, CCMP, together with members of our management formed Milacron Holdings and, through Milacron Holdings, acquired all of the capital stock of Milacron Intermediate Holdings. Milacron in all periods prior to May 2012 is referred to as “Predecessor,” and in all periods including and after such date is referred to as “Successor.” As a result of acquisition accounting adjustments associated with the CCMP Acquisition, the consolidated financial statements for all Successor periods may not be comparable to those of the Predecessor period. In addition, our historical financial statements for the periods prior to the acquisition of Mold-Masters on March 28, 2013 may not be comparable to our financial statements for periods following such acquisition.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Selected Historical Financial Data of Milacron,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included elsewhere in this prospectus.

	Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013		Year ended December 31, 2014		Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
(Dollars in millions, except share and per share data)	(Predecessor)			(Successor)			(Successor)		(Successor)		(Successor)			(Successor)
											(unaudited)
Statements of operations:
Sales	$	260.7		$	571.7		$	1,028.8	$	1,211.3	$	280.3		$	279.2
Costs of sales		181.5			423.3			689.1		792.3		181.4			181.3
Manufacturing margins		79.2			148.4			339.7		419.0		98.9			97.9
Operating expenses:
Selling, general and administrative expenses		55.6			104.9			223.4		266.9		65.4			66.2
Business combination costs		8.8			9.9			2.9		1.1		0.9			—
Officer severance costs		—			6.2			—		—		—			—
Amortization expense		0.4			24.9			47.6		44.2		10.9			9.4
(Gain) loss on currency translation		(0.4	)		(0.1	)		10.4		16.3		6.5			11.2
Other expense (income), net		0.4			(0.6	)		1.1		8.8		(0.1	)		3.7
Total operating expenses		64.8			145.2			285.4		337.3		83.6			90.5

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	Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
(Dollars in millions, except share and	(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
per share data)													(unaudited)
Operating earnings		14.4			3.2			54.3			81.7			15.3			7.4
Interest expense, net		11.8			20.7			70.1			74.6			19.4			18.4
Earnings (loss) before income taxes		2.6			(17.5	)		(15.8	)		7.1			(4.1	)		(11.0	)
Income tax expense		2.4			3.5			8.9			22.0			4.2			4.9
Net earnings (loss)		0.2			(21.0	)		(24.7	)		(14.9	)		(8.3	)		(15.9	)
Less: Net loss (earnings) attributable to the noncontrolling interest		0.1			(0.2	)		0.1			0.1			0.1			—
Net earnings (loss) attributable to Milacron Holdings Corp.	$	0.3		$	(21.2	)	$	(24.6	)	$	(14.8	)	$	(8.2	)	$	(15.9	)
Basic earnings (loss) per share(1)	$	4.36		$	(107.95	)	$	(58.40	)	$	(30.14	)	$	(16.73	)	$	(32.32	)
Diluted earnings (loss) per share(1)	$	4.04		$	(107.95	)	$	(58.40	)	$	(30.14	)	$	(16.73	)	$	(32.32	)
Weighted average shares outstanding:
Basic		68,877			196,387			421,200			490,965			490,139			491,898
Diluted		74,330			196,387			421,200			490,965			490,139			491,898
Unaudited Pro Forma Data:
Pro forma basic earning (loss) per share(2)										$						$
Pro forma diluted earnings (loss) per share(2)										$						$
Pro forma weighted average shares outstanding(2):
Basic
Diluted
Select segment and geographic data:
Sales by segment:
APPT	$	177.9		$	407.2		$	580.1		$	675.8		$	152.0		$	151.4
MDCS		38.9			76.1			320.5			406.7			96.6			99.4
Fluids		43.9			88.4			128.2			128.8			31.7			28.4
Sales by geography:
North America	$	148.0		$	343.6		$	526.4		$	628.5			142.4			153.2
Europe		56.0			101.2			235.5			258.8			64.0			56.6
Asia		45.5			91.8			218.1			270.1			59.5			58.1
Rest of World		11.2			35.1			48.8			53.9			14.4			11.3
Statement of Cash Flows Data:
Net cash provided by operating activities	$	12.4		$	8.1		$	82.1		$	37.6		$	5.3		$	(0.4	)
Net cash used in investing activities		(4.9	)		(210.3	)		(993.4	)		(94.3	)		(62.6	)		(14.0	)
Net cash (used in) provided by financing activities		(17.2	)		55.2			964.8			41.2			43.2			(1.8	)
Select supplemental data:
New orders(4)	$	274.4		$	522.7		$	1,076.0		$	1,230.4		$	289.4		$	298.6
Backlog(5)					119.6			201.1			227.9			226.7			241.4
Adjusted EBITDA by segment(6):
APPT	$	15.1		$	47.3		$	62.6		$	81.0		$	16.5		$	17.7
MDCS		5.4			12.8			85.0			114.4			26.2			27.5
Fluids		6.9			18.7			23.5			23.8			5.1			5.1
Corporate		(2.9	)		(7.6	)		(9.5	)		(20.7	)		(4.4	)		(5.8	)
Adjusted EBITDA(6)		24.5			71.2			161.6			198.5			43.4			44.5
Adjusted Net Income(6)		8.1			34.7			57.0			74.5			13.3			14.4
Capital expenditures		4.9			11.8			30.0			41.4			9.0			14.6
Cash interest expense		4.9			13.1			46.1			71.3			21.1			21.9

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	Three Months Ended March 31, 2015
	Actual		As Adjusted(3)
	(unaudited)
Balance sheet data:
Cash and cash equivalents	$	62.8	$
Accounts receivable		179.6
Inventories, net		243.8
Property and equipment, net		214.2
Total assets		1,738.1
Accounts payable		88.3
Advanced billings and deposits		54.4
Total debt and capital lease obligations, including current portion		1,032.6

(1) Basic and diluted earnings (loss) per share is computed by dividing the net earnings (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

(2) We present certain information on a pro forma basis to give pro forma effect to the Debt Recapitalization, as further adjusted to give effect to the sale by us of shares of our common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares, at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated expenses and the application of the net proceeds to be received by us from this offering as described in “Use of Proceeds.”

Pro forma earnings (loss) per share reflects the effect of the Debt Recapitalization, as further adjusted to give effect to (i) the net decrease in interest expense, net resulting from the repayment of $             in aggregate principal amount of outstanding borrowings under our New Term Loan Facility with the net proceeds from this offering, as described in “Use of Proceeds,” and (ii) increases in income tax expense due to higher income before income taxes resulting from a decrease in interest expense, net as a result of the repayment of $             in aggregate principal amount of outstanding borrowings under our New Term Loan Facility as described in (i) above as if each of these events had occurred on January 1, 2014. Pro forma basic earnings (loss) per share consists of pro forma net earnings (loss) attributable to Milacron Holdings Corp. divided by the pro forma basic weighted average common shares outstanding. Pro forma diluted earnings (loss) per share consists of pro forma net earnings (loss) attributable to Milacron Holdings Corp. divided by the pro forma diluted weighted average common shares outstanding.

The table below provides a summary of net earnings (loss) attributable to Milacron Holdings Corp. used in the calculation of basic and diluted earnings per common share on a pro forma basis for the periods presented (dollars in millions):

	Year ended December 31, 2014			Three Months ended March 31, 2015
Earnings (loss) attributable to Milacron Holdings Corp.	$	(14.8	)	$	(15.9	)
Reduction of interest expense
Tax effect of the above adjustments
Pro forma earnings (loss) attributable to Milacron Holdings Corp.	$			$

Pro forma weighted average common shares outstanding gives effect to the sale by us of              shares of our common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares, as if this event had occurred on January 1, 2014.

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The table below provides a summary of the weighted average common shares outstanding used in the calculation of basic and diluted earnings per common share on a pro forma basis:

	Year ended December 31, 2014	Three Months ended March 31, 2015
Weighted average common shares outstanding—basic
Shares offered hereby
Pro forma weighted average common share outstanding—basic
Incremental shares from the assumed exercise of outstanding stock options
Pro forma as adjusted weighted average common shares outstanding—diluted

(3) As adjusted information gives effect to (i) the application of the net proceeds received by us from the offering as described under “Use of Proceeds,” and (ii) the Debt Recapitalization, as if this Offering and the Debt Recapitalization were each completed on March 31, 2015.

(4) New orders represent the value of incoming purchase orders received for a period of time that may or may not have been shipped during the period. New orders are counted once we verify acceptance of price and terms and verify credit history and references.

(5) Backlog represents the value of unfilled orders as of the applicable date. These unfilled orders are supported by a valid purchase order and price, terms and credit have been approved by us. All of our backlog is expected to be filled within the current fiscal year and there are no seasonal or other aspects of our backlog that would impact filling the orders.

(6) We prepare our financial statements in conformity with U.S. GAAP. To supplement this information, we also use the following non-GAAP financial measures in this prospectus: Adjusted EBITDA and Adjusted Net Income. For a discussion of and important limitations on the usefulness of non-GAAP financial measures in this prospectus, see “Non-GAAP Financial Measures.”

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The following table provides a reconciliation of net earnings (loss) attributable to Milacron Holdings Corp., the most comparable U.S. GAAP measure, to Adjusted Net Income and to Adjusted EBITDA for the periods presented.

	Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
(Dollars in millions)	(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor) (unaudited)			(Successor) (unaudited)
Net earnings (loss) attributable to Milacron Holdings Corp.	$	0.3		$	(21.2	)	$	(24.6	)	$	(14.8	)	$	(8.2	)	$	(15.9	)
Amortization expense		0.4			24.9			47.6			44.2			10.9			9.4
Currency effect on intercompany advances(a)		—			—			10.0			13.8			5.2			11.4
Organizational redesign costs(b)		—			6.5			4.4			12.9			1.3			5.3
Long-term equity options and shareholder fees(c)		0.7			2.3			5.0			5.5			1.4			1.3
Debt costs(d)		—			—			0.2			4.1			0.6			—
Acquisition integration costs(e)		—			—			2.0			4.0			0.8			2.3
Professional services(f)		—			2.9			2.8			3.6			0.3			0.7
Business combination costs(g)		8.8			9.9			2.9			1.1			0.9			—
Fair market value adjustments(h)		(2.2	)		9.4			4.8			—			—			—
Other(i)		0.1			—			1.9			0.1			0.1			(0.1	)
Adjusted Net Income		8.1			34.7			57.0			74.5			13.3			14.4
Income tax expense		2.4			3.5			8.9			22.0			4.2			4.9
Interest expense, net		11.8			20.7			70.1			74.6			19.4			18.4
Depreciation expense		2.2			12.3			25.6			27.4			6.5			6.8
Adjusted EBITDA	$	24.5		$	71.2		$	161.6		$	198.5		$	43.4		$	44.5

(a) Non-cash currency effect on intercompany advances relates to advances in foreign currency exchange rates. The most significant exposure relates to the Canadian dollar pursuant to intercompany advances associated with the acquisition of Mold-Masters.

(b) In the Successor Period 2012, organizational redesign costs include $6.2 million of CEO transition and severance costs. Costs in 2013 include $2.4 million of severance and $1.3 million related to the exit of a product line and the shutdown of facilities. Costs in 2014 include $3.4 million of salary and severance costs as a result of eliminated positions, $3.6 million of costs for changes in the executive management team, $2.9 million of costs for the transition of positions to low-cost countries and $1.9 million of costs related to the shutdown of facilities. Organizational redesign costs in the three months ended March 31, 2014 included $0.7 million of costs for changes in the executive management team and $0.4 million of costs for the transition of positions to low-cost countries. Organizational redesign costs in the three months ended March 31, 2015 primarily included $2.6 million of severance and $0.5 million one-time project costs related to relocating our Belgium warehouse to the Czech Republic, $1.5 million for termination costs as a result of eliminated positions, and $0.3 million of costs related to the transition of positions to low-cost countries.

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(c) Long-term equity options and shareholder’s fees include the non-cash charges associated with stock based compensation awards granted to certain executives and independent directors in the Predecessor Period 2012, the Successor Period 2012, 2013 and 2014 and a cash advisory fee paid to CCMP for all Successor periods. CCMP will not receive a cash advisory fee after this offering.

(d) Debt costs in 2014 include a $2.9 million loss on the early extinguishment of a portion of our 8.375% senior secured notes. The loss consists of a $1.6 million premium paid for the early extinguishment and $1.3 million of previously deferred financing costs. We also incurred $0.7 million of fees to increase the term loan facility and expensed $0.5 million of previously deferred financing costs related to the term loan facility.

(e) Acquisition integration costs incurred to fully integrate the acquisition of Mold-Masters, Kortec, TIRAD and certain other smaller acquisitions. Costs include travel, consulting services, restructuring associated with personnel changes and a branding study to integrate the acquired companies into Milacron. Acquisition integration costs in the three months ended March 31, 2014 primarily included travel and consulting services for the acquisition of Mold-Masters and certain other smaller acquisitions. Acquisition integration costs in the three months ended March 31, 2015 included $1.4 million related to the Kortec and TIRAD acquisitions for product line integration and other strategic alignment initiatives. In addition, we incurred $0.8 million of one-time costs to introduce the integration and new branding of all Milacron companies at an industry trade show.

(f) Professional fees related to operational efficiency, business development and other one-time advisory projects were $2.9 million and $2.8 million in the Successor Period 2012 and 2013, respectively. Professional fees in 2014 included $1.5 million related to one-time strategic organizational initiatives and $1.3 million related to certain advisory services for readiness initiatives associated with this offering. Professional fees in the three months ended March 31, 2015, included $0.4 million of fees for readiness initiatives associated with this offering and $0.3 million of costs for one-time strategic organizational initiatives.

(g) Business combination costs in the Predecessor Period 2012 include a $2.8 million non-cash charge related to the accelerated vesting of certain stock-based compensation associated with a change of control as a result of the CCMP Acquisition in April 2012 and $6.0 million of certain professional, audit, and other fees related to the transaction. Costs in the Successor Period 2012 include $9.9 million of certain professional, audit and other fees related to the CCMP Acquisition in April 2012. Costs in 2013 and 2014 relate to certain professional, audit and other fees related to the acquisitions of Mold-Masters, Kortec, TIRAD, and certain other smaller acquisitions. Business combination costs in the three months ended March 31, 2014 relate to certain professional, audit and other fees related to the acquisitions of Kortec and TIRAD.

(h) Non-cash fair market value adjustments relate to fair market value (income) / expense adjustments to inventory during the period. In the Predecessor Period 2012, ($2.2) million of non-cash fair market value adjustments related to inventory were recorded. In the Successor Period 2012, $9.4 million of non-cash expense was recorded related to acquisition accounting for the fair value of inventory as part of the CCMP Acquisition in April 2012. Subsequent to March 2013, $4.8 million of non-cash expense was recorded related to acquisition accounting for the fair value of inventory as part of our acquisition of Mold Masters in March 2013.

(i) Other costs in 2013 include a charge of $1.6 million related to environmental remediation required for the disposition of a building associated with a European facility.

For a reconciliation of operating earnings, the most directly comparable U.S. GAAP measure, to Adjusted EBITDA for each of our segments, see “Selected Historical Financial Data of Milacron.”

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all of the other information included in this prospectus, including our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before investing in our common stock. If any of the following risks actually occur, our business, financial condition, operating results and prospects could be materially adversely affected. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

Demand for our products is affected by general economic conditions, including our customers’ industries and capital expenditures, consumer spending trends and other macroeconomic conditions.

Our business is affected by general economic conditions. Any uncertainty or adverse changes such as turmoil in global economic and political conditions, including through rising interest rates or inflation, commodity prices, high unemployment, increased volatility in global capital markets, international conflicts, sovereign debt concerns and/or other factors beyond our control, could lead to a significant decline in demand for our products. In addition, the success of our business depends on the profitability of our customers’ businesses. Many of our customers are in businesses that are cyclical in nature and sensitive to changes in general economic conditions, such as the packaging, automotive, industrial components and machinery, construction, consumer durables, electronics, medical and other industries. The performance of our business is directly related to the production levels of our customers. In particular, prices for plastic resins used to make plastic products and parts tend to fluctuate to a greater degree than our customers can adjust for in the pricing of their products. When resin prices increase, our customers’ profit margins decrease, which may result in lower demand for our products. Therefore, our business is affected by fluctuations in the price of resin, which could have an adverse effect on our business and ability to generate operating cash flows.

In addition, deterioration in the credit quality of our customers or the estimated residual value of our equipment could negatively impact the ability of our customers to obtain the resources they need to make purchases of our equipment. If our customers cannot access credit markets or do not utilize discretionary funds to purchase our products and services as a result of the economy or other factors, our business could suffer. Moreover, any prolonged periods of decline in our customers’ capital expenditures could have a material adverse effect on our business, financial condition or results of operations.

If the use of plastic declines, it could have a material adverse effect on our business, financial condition or results of operations.

Approximately 89% of our 2014 sales and profits were realized from the sale of equipment and services to the plastic processing market. A reduction in the usage of plastic would likely result in the reduction of our sales of equipment and services, which could have a material adverse effect on our business, financial condition, or results of operations. Factors that could result in a decline in the usage of plastic include:

• The relative cost of plastic compared with other materials, such as glass, metal and paper. The principal cost of plastic is petroleum-based resins and fluctuations in the price of crude oil and natural gas typically impact the price of these resins. If the price of plastic resins were to increase substantially or the cost associated with other competing materials such as glass, metal and paper, were to materially decrease, the plastic products of our customers may no longer be economically competitive relative to other alternatives.

• The environmental impact of plastic may be perceived negatively by environmental groups, customers and government regulators. A number of governmental authorities and advocacy groups

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have lobbied for and considered, or are expected to consider, legislation aimed at addressing the environmental impacts of plastic. These proposals have included mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, requiring retailers or manufacturers to develop a recycling infrastructure and increased scrutiny on the use of plastic. Legislative and other changes aimed at reducing the environmental impact of plastic may result in increased costs associated with plastic and/or reduced demand for plastic.

Any of the foregoing factors and other factors, including those unknown to us, could result in a decline in the usage of plastic and could have a material adverse effect on our business, financial condition or results of operations.

We operate in highly competitive industries, many of which are currently subject to intense price competition, and if we are unable to compete successfully, it could have a material adverse effect on our business, financial condition and results of operations.

Many of the industries in which we operate are highly competitive. Our products may not compete successfully with those of our competitors. The markets for plastic processing equipment and related products, mold components and metalworking fluids are highly competitive and include a number of North American, European and Asian competitors. Principal competitive factors in the plastic processing industry include price, product features, technology, performance, reliability, quality, delivery and customer service. Principal competitive factors in the mold components industry include technology, price, quality, performance and delivery. Principal competitive factors in the metalworking industrial fluids industry include price, market coverage, technology, performance, delivery and customer service.

Our competitors may be positioned to offer more favorable pricing to customers, resulting in reduced profitability and a loss of market share for us. In certain cases we have lost business to competitors who offered prices lower than ours. Competition may also limit our ability to pass on the effects of increases in our cost structure. In addition, some of our competitors may have greater financial resources and less debt than we do, which may place us at a competitive disadvantage in the future. These competitors may be better able to withstand and respond to changes in conditions within our industry. Additionally, due to the recent strength of the U.S. dollar, some of our European competitors may be able to offer prices lower than ours.

Competition in any of these areas may reduce our sales and adversely affect our earnings and/or cash flow by resulting in decreased sales volumes, reduced prices and increased costs of manufacturing, distributing and selling our products.

Our results also depend on the successful implementation of several additional strategic initiatives. We may not be able to implement these strategies successfully, on a timely basis, or at all.

We have recently implemented or begun to implement several strategic initiatives that are designed to increase our cost savings and revenue, transform our business and improve our performance. These initiatives include expanding low cost production capabilities and consolidation of facilities, continued back-office integration to a shared service center and implementation of lean sourcing initiatives. The success of our recent initiatives is subject to both the risks affecting our business generally and the inherent difficulty associated with implementing these initiatives, and is largely dependent on the skills, experience, and efforts of our management and other employees. We face a number of uncertainties in connection with the successful implementation of these strategic initiatives. As a result, we may not be successful in implementing these initiatives nor realize anticipated cost savings and increases in revenue. If we are unsuccessful in implementing these initiatives, our financial condition, results of operations and cash flows could be adversely affected.

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Increases in our cost structure or disruption in our supply chain could have a material adverse effect on our results of operations and cash flows.

Our costs are subject to fluctuations, particularly for raw materials and purchased components used in our business, including the cost of labor and steel and the cost of oil and chemicals used in the production of metalworking fluids. Our success is dependent, in part, upon our ability to manage these fluctuations through pricing actions, cost savings projects and global sourcing actions. While we have historically responded by reducing our cost structure and increasing the prices we charge our customers, these measures may not always be sufficient to offset the effects of the cost increases we experience. Accordingly, market changes in raw material and purchased component prices could have a material adverse effect on our results of operations and cash flows.

Additionally, we have developed a network of third-party vendors who supply certain parts and components for our products. While we currently believe that these third-party vendors represent a low-cost source of supply, their costs could rise in the future and we may not be able to effectively source or produce these components and parts. Significant disruptions to our supply chain could limit our ability to source parts and components on a cost effective basis, if at all, and could have a material adverse effect on our business, financial condition or results of operations.

Our significant international operations subject us to risks such as unfavorable political, regulatory, labor and tax conditions.

Our business is subject to risks related to the different legal, political, social and regulatory requirements and economic conditions of many jurisdictions. We have operations in many foreign countries, including, but not limited to, countries in Europe and Asia. For the year ended December 31, 2014, markets outside North America represented the following percentages of our sales: Asia 22%; Europe 21%; and the rest of the world 5%. In addition, as of December 31, 2014, approximately 68% of our workforce was located outside the United States.

Additional risks associated with our international operations include, but are not limited to the following:

• agreements may be difficult to enforce and receivables difficult to collect through a foreign country’s legal system;

• foreign countries may impose additional withholding taxes or otherwise tax our foreign income, attempt to impose transfer taxes on past or future corporate level transactions, impose tariffs or adopt other restrictions on foreign trade or investment, including currency exchange controls;

• general economic and political conditions or instability in the countries in which we operate could have an adverse effect on our earnings from operations in those countries;

• restrictions on or costs relating to the repatriation of foreign profits to the United States, including possible taxes or withholding obligations;

• differing, and possibly more stringent, labor regulations;

• natural disasters, pandemics or international conflict, including terrorist acts, could interrupt the manufacturing of our products or performance of services, endanger our personnel or cause delays;

• enforcement of anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, (the “FCPA”), the U.K. Bribery Act (the “UKBA”) and similar laws, economic sanctions laws, regulations and regimes (including those administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury), and other international laws and regulations;

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• the difficulties of staffing and managing dispersed international operations;

• less protective foreign intellectual property laws;

• unexpected adverse changes in foreign laws or regulatory requirements may occur;

• longer customer payment cycles; and

• legal systems that may be less developed and less predictable than those in the United States.

We are also subject to numerous regulations in the jurisdictions in which we operate, including customs and international trade laws, export control, antitrust laws and zoning and occupancy laws that regulate producers generally and/or govern the importation, exportation, promotion and sale of our products, the operation of facilities and our relationships with our customers, suppliers and competitors. If these regulations or laws were to change or were violated by our management, employees, suppliers, or agents, the costs of certain goods could increase, or we could experience delays in shipments of our goods, be subjected to fines or penalties, or suffer reputational harm, any of which could reduce demand for our products and negatively impact our business and results of operations. In addition, changes in national and local minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefits costs, which could negatively impact our profitability.

Our overall success as a global business depends, in part, upon our ability to succeed in differing and unpredictable legal, regulatory, economic, social and political conditions. We may not be able to continue to succeed in developing and implementing policies and strategies that will be effective in each foreign market where we do business. Any of the foregoing factors may have a material adverse effect on our ability to generate cash flow and grow our business.

Our operations partly depend on the rate of economic development and growth in the emerging markets of Asia, Africa, Central America and South America.

Our operations partly depend upon the economies of the Asian, African, Central American and South American markets. These markets include countries with economies in various stages of development or structural reform, some of which are subject to rapid fluctuations in terms of consumer prices, employment levels, gross domestic product, interest rates and foreign exchange rates. Our operations in these markets may also be subject to risks relating to weak legal systems which may affect our ability to enforce our intellectual property and contractual rights, exchange controls, unstable governments and privatization, changes in customs or tax regimes, or other government actions affect the flow of goods and currency. To the extent such fluctuations and risks have an effect on the ability of our consumers to pay for our products, the growth of sales of our products in such markets could be impacted negatively.

Our operations are conducted worldwide and our results of operations are subject to currency translation risk and currency transaction risk that could have a material adverse effect on our financial condition and results of operations.

Since significant sales are made in currencies other than the U.S. dollar, our financial results are affected by currency fluctuations. The financial condition and results of operations of each of our foreign operating subsidiaries are reported in the relevant local currency and then translated to U.S. dollars at the applicable currency exchange rate for inclusion in our financial statements. Exchange rates between these currencies, including the Canadian dollar, the Euro, Chinese yuan renminbi, Indian rupee and U.S. dollars in recent years have fluctuated significantly and may do so in the future.

For the year ended December 31, 2014, approximately 45% of our sales were in currency other than U.S. dollars. Significant changes in the value of the Euro, Chinese yuan renminbi and Indian rupee relative to the

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U.S. dollar could have an adverse effect on our financial condition and results of operations. If the Euro, Chinese yuan renminbi or Indian rupee should weaken against the U.S. dollar in the future, we will experience a negative effect in translating our new orders, sales and earnings when compared to historical results. In addition to currency translation risks, we incur currency transaction risk whenever one of our operating subsidiaries enters into either a purchase or a sales transaction using a different currency from the currency in which it records revenues. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosure about Market Risk—Foreign Currency Exchange Rate Risk.” Given the volatility of exchange rates, we may not be able to effectively manage our currency transaction and translation risks and any volatility in currency exchange rates may have a material adverse effect on our business, financial condition or results of operations.

We might not be able to timely develop, manufacture and gain market acceptance of new and enhanced products required to maintain or expand our business.

Our success in the future will depend in part upon our ability to maintain and enhance our technological capabilities, develop and market products and applications that meet changing customer needs and successfully anticipate or respond to technological changes of our competitors in a cost-effective and timely manner. Difficulties or delays in identifying viable new products, research, development or production of new products or failure to gain regulatory approval, intellectual property protection or market acceptance of new products and technologies may reduce future sales and adversely affect our competitive position. Our competitors may develop other patent technologies that are more effective or commercially attractive than our current or future technologies or render our technologies or services less competitive or obsolete. Our inability to anticipate, respond to or utilize changing technologies could cause us to lose customers.

Our business, financial condition and results of operations could be adversely impacted by business disruptions, security threats and security breaches.

Business disruptions, including supply disruptions, increasing costs for energy, temporary plant and/or power outages and network disruptions, could harm our operations as well as the operations of our customers, distributors or suppliers. In addition, the operation of our business relies on information technology (“IT”) infrastructure and systems on multiple platforms to process, transmit and store electronic information, and to support a variety of business processes and activities. We face security threats and risks of security breaches to our facilities, data and IT infrastructure. Although it is impossible to predict the occurrence or consequences of business disruptions, security threats or security breaches, they could harm our reputation, subject us to material liabilities, result in reduced demand for our products, make it difficult or impossible for us to deliver products to our customers or distributors or to receive raw materials from suppliers, compromise our networks, subject us to liability or regulatory penalty under laws protecting the privacy of personal information and create delays and inefficiencies in our supply chain. Further, the failure of our systems to perform could severely disrupt our business and adversely affect our results of operations. Our systems are also vulnerable to natural or man-made disasters, computer viruses or hackers, power loss or other technology system failures. We may also be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. These events could have a material adverse effect on our business, financial condition or results of operations.

We may not be able to adequately protect our intellectual property and proprietary rights and our products could infringe on the intellectual property of others, which could harm our future success and competitive position.

Our future success and competitive position depend in part upon our ability to obtain and maintain certain proprietary technologies used in our principal products. We may not always be successful in preventing the unauthorized use of our existing intellectual property rights by our competitors. We may not be able to discover unauthorized use of our proprietary technologies in the future or be able to receive any payments therefor. If we are not successful in protecting our intellectual property, it may result in the loss of valuable

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technologies or require us to make payments to other companies for infringing on their intellectual property rights. We generally rely on patent, trade secret and copyright laws as well as confidentiality agreements with other parties to protect our technologies; however, some of our technologies may not be protected. Confidentiality agreements may be breached or terminated, and we may not have adequate remedies for any breach. A third party could copy or otherwise obtain and use our products or technology without authorization. Additionally, third parties may assert infringement or other intellectual property claims against us based on their patents or other intellectual property rights. Litigation may be necessary for us to defend against claims of infringement or to protect our intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in such litigation, which could harm our business and could result in us having to obtain a license to sell our products or pay substantial royalties. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition.

We have applied for patent protection relating to certain existing and proposed products, processes and services. While we generally apply for patents in those countries where we intend to make, have made, use, or sell patented products, we may not accurately predict all of the countries where patent protection will ultimately be desirable. If we fail to timely file a patent application in any such country, we may be precluded from doing so at a later date. The patents issued as a result of our foreign patent applications may not have the same scope of coverage as our U.S. patents. Further, competitors may infringe on our patents and we may not have adequate resources to enforce our patents. We may also have any of the following occur:

• any of our patents could be invalidated, circumvented or challenged;

• any of our pending or future patent applications could fail to be issued within the scope of the claims sought by us, if at all, and patents issued from such applications may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage;

• others may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our patents; or

• steps taken by us to protect our technologies may not prevent misappropriation of such technologies.

We also own or have rights to various trademark registrations and trademark registration applications in the United States and certain international jurisdictions that we use in connection with our business. Monitoring unauthorized use of our trademarks is difficult and expensive, and we may not be able to prevent misappropriation of our trademark rights in all jurisdictions, particularly in countries whose laws do not grant the same protections as the United States grants.

Our financial results are impacted by unpredictable customer purchasing trends and the timing of converting orders into sales can lead to variations in, and uncertainties regarding, our financial results from period to period.

Sales of our plastic processing machinery products are subject to customer buying patterns and can vary from period to period. We sometimes have sales to customers that are large relative to our sales in any given period. Fluctuations in demand for our plastic processing machinery products due to large unpredictable sales to customers and delays or failures to fulfill purchase orders could lead to variations in, and uncertainties regarding, our financial results from period to period. In addition, our plastic processing machinery sales are impacted by the timing of orders and the length of time required to convert these unshipped orders, or backlog, into sales, which varies based on the type of customer and product and can range from several weeks to several months.

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Our inability to satisfy orders on a timely basis could have a material adverse effect on our business, results of operations and financial condition and the conversion of our backlog and open orders into revenue may occur at a slower rate than historical trends.

Our backlog as of March 31, 2015 was $241.4 million. This backlog is based upon anticipated sales revenue from confirmed orders. The majority of our plastic processing machinery products are produced after a price has been agreed to, an order has been received and a deposit has been paid by our customers and generally require delivery within a specified period of time. If we are unsuccessful in recruiting skilled labor, experience delays in purchase component deliveries or experience changes in customer specifications on ordered equipment, the rate at which backlog or open orders are converted into revenue may be slower than we have historically experienced. If it takes longer than expected to realize revenue, our results of operations and financial condition may be materially and adversely affected. Additionally, any failure to deliver products on a timely basis could result in our customers cancelling their orders, requesting discounts or ceasing to do business with us altogether. Furthermore, the portion of our backlog that may be produced in our foreign subsidiaries is exposed to fluctuations in the applicable foreign currencies, which may be material. The historical relationship of backlog to sales revenues actually realized by us, should not be considered indicative of future results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Milacron—New Orders and Backlog.”

Our operations depend on our ability to maintain production at our facilities.

Our operations may be subject to disruption due to extreme weather conditions, floods, fire, natural disaster, war, terrorist activity, sustained mechanical failure and similar events, major industrial accidents, strikes and lockouts, new laws or regulations, changes in interpretations of existing laws or regulations or changes in governmental enforcement policies, regulatory actions and other events. Any disruption resulting from any of these events could cause significant delays in shipments of products and the loss of sales and customers and we may not have insurance to adequately compensate us. Our facilities and the manufacturing equipment located in our facilities would be difficult to replace and could require substantial replacement lead time. Furthermore, due to the concentration of our operations, a closure of one of our manufacturing facilities could have a substantial negative effect on our results of operations. Our business, financial condition or results of operations could be materially and adversely affected by any prolonged interruption of all or a substantial portion of our business.

If our products fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs.

The production of some of our products involves highly complex processes. Our customers specify quality, performance and reliability standards that we must meet. If our products do not meet these standards, we may be required to replace or rework the products. In some cases, our products may contain undetected defects or flaws that only become evident after shipment. In the past, we have proactively replaced parts in the field that have experienced a high rate of failure.

We also may be the target of product liability lawsuits. If a person were to bring a product liability suit against one of our customers, this customer may attempt to seek contribution from us. A person may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in excess of our insurance coverage for payments, for which we are not otherwise indemnified, could have a material adverse effect on our business, financial condition or results of operations. In addition, we may not be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all, in the event a significant product or service claim arises. A significant product liability case could also result in adverse publicity, damage to our reputation, and a loss of customer confidence in our products.

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We could be subject to litigation that could have an adverse effect upon our business, financial condition, results of operations or reputation.

From time to time we are a defendant in or otherwise a party to certain lawsuits and other proceedings that result from, and are incidental to, the conduct of our business. These suits and proceedings may concern issues including product liability, employment, antitrust, warranty and contractual disputes, environmental matters, and intellectual property matters. In addition, various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on us. While it is not feasible to predict the outcome of all pending or future suits, claims and proceedings, the ultimate resolution of these matters could have a material adverse effect upon our business, financial condition, results of operations or reputation.

Our business depends on attracting and retaining qualified management personnel.

The unanticipated departure of any key member of our management team could have an adverse effect on our business. Given our relative size and the breadth of our global operations, there are a limited number of qualified management personnel to assume the responsibilities of management level employees should there be management turnover. Our success depends to a significant extent upon a number of key employees, including members of senior management. The loss of the services of one or more of these key employees could have a material adverse effect on our results of operations and prospects. In addition, because of the specialized and technical nature of our business, our future performance depends on the continued service of, and our ability to attract and retain, qualified management, commercial and technical personnel. Competition for such personnel is intense, and we may be unable to continue to attract or retain such personnel to support our growth and operational initiatives and replace executives who retire or resign. Failure to retain our leadership team and attract and retain other important management and technical personnel could place a constraint on our growth and operational initiatives, which could have a material adverse effect on our revenues, results of operations and product development efforts and eventually result in a decrease in profitability.

Our operations may subject us to potential responsibilities and costs under environmental laws that could have a material adverse effect on our business, financial condition or results of operations.

Our operations are subject to environmental and health and safety laws, regulations and permitting requirements in the United States and abroad relating to the protection of the environment and health and safety matters, including those governing discharges of pollutants to the air, soil and water, the management, treatment, storage and disposal of, and exposure to, solid and hazardous substances and wastes, the investigation and clean-up of contaminated sites and the protection of employee health and safety. Environmental, health and safety regulations and standards are becoming increasingly strict, which could require us to make potentially significant capital or operating expenditures to comply with such standards. In addition, we could incur significant costs, including fines and sanctions, and claims by third parties for property damage and personal injury, as a result of violations of these laws and regulations.

Certain environmental laws, in the jurisdictions in which we operate, including the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), in the United States, impose joint and several liability for cleanup costs, without regard to fault, on current and former owners of property that has been impacted by a release of a hazardous substance or on persons who have disposed of, arranged for the disposal of or released hazardous substances into the environment. We have been involved in remedial investigations and actions at various locations, and could in the future become involved in such matters at current or former facilities or off-site disposal sites. An adverse result in any potential future matter could materially and adversely affect our business, financial position and results of operations.

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Terrorist attacks, other acts of violence or war, natural disasters, political unrest or other uncommon global events may affect the markets in which we operate and our profitability.

Terrorist attacks, other acts of violence or war, natural disasters, political unrest or other uncommon global events may negatively affect our operations. There could be further terrorist attacks against the United States or other locations where we do business. Also, other uncommon global events, such as earthquakes, fires and tsunamis, cannot be predicted. Terrorist attacks, other acts of violence or armed conflicts, and natural disasters may directly impact our physical facilities or those of our suppliers or customers. Additional terrorist attacks or natural disasters may disrupt the global insurance and reinsurance industries with the result that we may not be able to obtain insurance at historical terms, pricing and levels for all of our operations.

Furthermore, any of these events may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately affect the sales of our products. The consequences of terrorist attacks, other acts of violence or armed conflicts, natural disasters or other uncommon global events are unpredictable, and we may not be able to foresee events, such as these, that could have a material adverse effect on our business, financial condition and results of operations.

Work stoppages or unionization activities could disrupt our operations.

As of December 31, 2014, approximately 700 (13% of our total number of employees) of our European workforce belong to work councils or are otherwise subject to labor agreements. These employees are primarily members of the European Works Council, as is standard practice in the region. None of our other employees were represented by unions, although it is possible that our workforce will become unionized in the future. We are currently experiencing union organization activity at one of our manufacturing facilities in Youngwood, PA, at which we currently employ 55 people. Unionization activities could increase our costs, which could have a material adverse effect on our business, financial condition or results of operations.

We may be subject to work stoppages and may be affected by other labor disputes. A work stoppage at one or more of our plants may have a material adverse effect on our business, financial condition or results of operations. Additionally, a work stoppage at one or more of our customers or our customers’ suppliers could materially adversely affect our operations if an alternative source of supply were not readily available. Stoppages by employees of our customers also could result in reduced demand for our products and have a material adverse effect on our business.

Governmental authorities may question our intercompany transfer pricing policies or change their laws in a manner that could increase our effective tax rate or otherwise harm our business.

As a U.S. company doing business in international markets through subsidiaries, we are subject to foreign tax and intercompany transfer pricing laws, including those relating to the flow of funds between the parent and subsidiaries. Regulators in the United States and in foreign markets closely monitor our corporate structure and how we account for intercompany fund transfers. If regulators challenge our corporate structure, transfer pricing mechanisms or intercompany transfers, our operations may be negatively affected and our effective tax rate may increase. Tax rates vary from country to country and if regulators determine that our profits in one jurisdiction should be increased, we may not be able to fully utilize all foreign tax credits that are generated, which would increase our effective tax rate. We may not be in compliance with all applicable exchange control and transfer pricing laws despite our efforts to be aware of and to comply with such laws. Further, if these laws change, we may need to adjust our operating procedures, and our business could be materially and adversely affected.

We are exposed to a number of different tax uncertainties, which could have a material adverse effect on our results of operations.

We are required to pay taxes in multiple jurisdictions. We determine the tax liability we are required to pay based on our interpretation of applicable tax laws and regulations in the jurisdictions in which we operate.

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We may be subject to unfavorable changes, including retroactive changes, in the tax laws and regulations to which we are subject. We are subject to tax audits by governmental authorities in the United States and numerous non-U.S. jurisdictions, which are inherently uncertain. Negative or unexpected results from one or more such tax audits could adversely affect our results of operations. Tax controls and changes in tax laws or regulations or the interpretation given to them may expose us to negative tax consequences, including interest payments and potential penalties, which could have a material adverse effect on our results of operations.

Our ability to use our net operating loss carryforwards might be limited.

As of December 31, 2014, we had net operating loss carryforwards of approximately $73.1 million for U.S. federal income tax purposes. These loss carryforwards will expire in varying amounts through 2031. To the extent these net operating loss carryforwards are available, we intend to use them to reduce the corporate income tax liability associated with our operations. Section 382 of the Code generally imposes an annual limit on the amount of net operating loss carryforwards that might be used to offset taxable income when a corporation has undergone significant changes in stock ownership. As a result, prior or future changes in ownership could put limitations on the availability of our net operating loss carryforwards. In addition, our ability to use the current net operating loss carryforwards might be further limited by the issuance of common stock in the future. To the extent our use of net operating loss carryforwards is significantly limited, our income could be subject to corporate income tax earlier than it would if we were able to use net operating loss carryforwards, which could result in lower profits.

We have determined that we have experienced multiple ownership changes under Section 382. We have estimated that approximately $45.4 million of federal net operating losses may be utilized in the future based on limitations that we have calculated under Section 382.

We have a history of net losses and may not maintain profitability in the future.

We have not been consistently profitable on a quarterly or annual basis. For the three months ended March 31, 2015 and the years ended December 31, 2014 and 2013, we incurred net losses of approximately $15.9 million, $14.8 million and $24.6 million, respectively. We have historically incurred net losses and may continue to incur losses for the foreseeable future. We may not be able to sustain or increase our growth or profitability in the future. In addition, following the completion of this offering, we expect that our selling, general and administrative expenses will increase due to the additional operational and reporting costs associated with being a public company. As a result of these increased expenditures and expenses, we will need to generate and sustain increased revenue to achieve future profitability expectations. We may incur significant losses in the future for a number of reasons, including the other risks and uncertainties described in this prospectus. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our growth expectations are not met in future periods, our financial performance will be affected adversely.

Downturns in the economy and disruptions in the financial and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed expansion or acquisition opportunities or refinance our indebtedness.

Our businesses are capital intensive. We rely on earnings and cash flow from operations to finance our business, capital expenditures, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Downturns in the economy and disruptions in the financial and credit markets have periodically made it more difficult and more expensive to raise capital. Our ability to effectively operate and grow our businesses may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms. If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

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If we are not able to maintain and enhance our brand, or if events occur that damage our reputation and brand, our ability to maintain and expand our base of customers may be impaired, and our business and financial results may be harmed.

We believe that the Milacron brand has significantly contributed to the success of our business. We also believe that maintaining and enhancing our brand is critical to maintaining and expanding our base of customers. Maintaining and enhancing our brand will depend largely on our ability to continue to provide useful, reliable, trustworthy, and innovative products, which we may not do successfully. We may introduce new products or technologies that do not meet the market demand, which may negatively affect our brand. We have in the past experienced, and we expect that in the future we will continue to experience, media, legislative, or regulatory scrutiny of our impact on the environment, which may adversely affect our reputation and brand. We also may fail to provide adequate customer service, which could erode confidence in our brand. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be successful. As part of our broader branding and marketing strategy we may choose to consolidate or change product brands which may result in us incurring impairment charges. If we fail to successfully promote and maintain the Milacron brand or if we incur excessive expenses or impairment charges in this effort, our business and financial results may be adversely affected.

We are subject to anti-corruption statutes and a number of U.S. regulations, and if we fail to comply with such statutes and regulations it could have a material adverse effect on our business, financial condition and results of operations.

As a global business, we are subject to anti-bribery laws and regulations of the U.S. government and those of various international and subnational jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the FCPA and the UKBA, as well as anti-corruption laws of the various jurisdictions in which we operate. The FCPA and other laws prohibit us and our officers, directors, employees and agents acting on our behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. We are subject to the jurisdiction of various governments and regulatory agencies outside of the United States, which may bring our personnel into contact with foreign officials responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our global operations expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive and disruptive. If we have been determined to be in violation of the FCPA, the UKBA or other anti-corruption laws, we could be subject to significant fines, penalties, repayments, other damages (in certain cases, treble damages) which could have a material and adverse effect on our business, financial condition and results of operations.

Our business activities are also subject to various restrictions under U.S. export controls and trade and economic sanctions laws, including the U.S. Commerce Department’s Export Administration Regulations and economic and trade sanctions regulations maintained by OFAC. If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm, which could have a material and adverse effect on our business, financial condition and results of operations.

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Goodwill and other identifiable intangible assets represent a significant portion of our total assets, and we may never realize the full value of our intangible assets.

As of March 31, 2015, goodwill and other identifiable intangible assets were approximately $958.2 million, or 55.1% of our total assets. Goodwill and other identifiable intangible assets are recorded at fair value on the date of acquisition. In accordance with the guidance under Financial Accounting Standards Board (“FASB”) ASC 350-20, “Intangibles—Goodwill and Other,” we review such assets at least annually for impairment. Impairment may result from, among other things, deterioration in performance, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of or affect the products and services we sell, challenges to the validity of certain registered intellectual property, reduced sales of certain products incorporating registered intellectual property, and a variety of other factors. The amount of any quantified impairment must be expensed immediately as a charge to results of operations. Depending on future circumstances, it is possible that we may never realize the full value of our intangible assets. Any future determination of impairment of goodwill or other identifiable intangible assets could have a material adverse effect on our financial position and results of operations.

Our growth strategy may include acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully which could materially adversely affect our business.

As part of our growth strategy, we may consider the acquisition of other companies, assets and product lines that either complement or expand our existing business and create economic value. We continually evaluate potential acquisition opportunities in the ordinary course of business, including those that could be material in size and scope. Acquisitions involve a number of special risks, which may include:

• the diversion of management’s time and attention from other business concerns to the assimilation of the acquired companies and their employees and on the management of expanding operations;

• the use of debt to finance acquisitions, increasing the risk that we may be unable to satisfy our financial obligations;

• the incorporation of acquired products into our product line;

• the disruption of existing supplier or customer relationships and the difficulty of presenting a unified corporate image;

• the increasing demands on our operational systems and integration costs, which may be greater than expectations;

• difficulties in maintaining uniform standards, controls, procedures and policies throughout acquired companies;

• increased regulatory scrutiny as a result of perceived concentration in certain markets;

• the impact of accounting requirements relating to business combinations, including the requirement to expense certain acquisition costs as incurred, which may cause us to experience greater earnings volatility and generally lower earnings during period in which we acquire new businesses; and

• difficulties in retaining key employees, customers or suppliers of the acquired business.

We may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence in connection with any future acquisitions. Any indemnification rights we obtain in the future may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset

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the possible liabilities associated with the business or property acquired. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition or results of operations.

In addition, any acquisition, once successfully integrated, may not perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow. The costs of such integration could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to our Capital Structure

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

On an as adjusted basis after giving effect to the Debt Recapitalization, as of March 31, 2015, we had $1,204.7 million aggregate principal amount of senior debt outstanding, including $465.0 million outstanding principal amount under our 7.750% Senior Notes due 2021 (the “Senior Unsecured Notes”) and $730.0 million under our New Term Loan Facility. We also had $86.6 million (excluding approximately $13.1 million of undrawn letters of credit) of availability under our senior secured asset-based revolving facility (the “ABL Facility”), and $12.5 million of undrawn availability under other lines of credit, in each case subject to borrowing base or other limitations.

Our substantial indebtedness could limit our ability to satisfy our obligations and operate our business and could also impair our competitive position. For example, it could:

• make it more difficult for us to satisfy our obligations under the Senior Unsecured Notes, the ABL Facility or the New Term Loan Facility;

• increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures, acquisitions, or other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in general economic conditions or in our business and industry; place us at a disadvantage compared to competitors that may have proportionately less debt;

• limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

• increase our cost of borrowing.

Despite our current indebtedness levels and restrictive covenants, we and our subsidiaries may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness.

Certain agreements governing our indebtedness, including the indenture relating to our Senior Unsecured Notes and the credit agreements governing our ABL Facility and our New Term Loan Facility, contain restrictions on the incurrence of additional indebtedness, subject to specified conditions and limitations. Under certain circumstances, the amount of indebtedness, including senior secured indebtedness, we could incur in compliance with these restrictions could be substantial. Additionally, these restrictions may not prevent us

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from incurring obligations that, although preferential to our common stock in terms of payment, do not constitute indebtedness. If we add new debt to our outstanding debt levels, the risks relating to our indebtedness would increase. If we incur additional debt, the risks associated with our substantial leverage and the ability to service such debt would increase. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

The credit agreements governing our ABL Facility and New Term Loan Facility and the indenture governing our Senior Unsecured Notes impose significant operating and financial restrictions on Milacron LLC and its subsidiaries, which may prevent us from capitalizing on business opportunities.

The credit agreements governing our ABL Facility and New Term Loan Facility and the indenture governing our Senior Unsecured Notes impose significant operating and financial restrictions on the issuers of such indebtedness and their restricted subsidiaries. These restrictions limit the ability of Milacron LLC and its restricted subsidiaries, among other things, to:

• incur, assume or permit to exist additional indebtedness (including guarantees thereof);

• pay dividends or certain other distributions on their capital stock or repurchase our capital stock or prepay subordinated indebtedness;

• incur liens on assets;

• make certain investments or other restricted payments;

• allow to exist certain restrictions on the ability of the restricted subsidiaries to pay dividends or make other payments to the issuers of such indebtedness;

• engage in transactions with affiliates;

• sell certain assets or merge or consolidate with or into other companies;

• guarantee indebtedness; and

• alter the business that we conduct.

In addition, our ABL Facility contains a financial covenant requiring Milacron LLC and its restricted subsidiaries to maintain a 1.0 to 1.0 minimum trailing four quarter fixed charge coverage ratio, to be tested at any time that excess availability under the ABL Facility decreases to a level below the greater of 12.5% of the aggregate revolver commitments and $13.75 million, until the date on which excess availability exceeds the greater of 12.5% of the aggregate revolver commitments and $13.75 million for 30 consecutive days.

As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. As of March 31, 2015, we were in compliance with all of the covenants under our debt instruments. However, we may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the applicable lenders or noteholders and/or amend the covenants. A breach of any of these covenants could result in an event of default under one or more of the credit agreements governing the ABL Facility and the New Term Loan Facility or the indenture governing the Senior Unsecured Notes and, if not cured or waived, could give the holders of the defaulted debt a right to accelerate such debt. Acceleration of any of our debt could result in cross-defaults under our other debt instruments.

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We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.

Risks Related to this Offering

There is no existing public market for our common stock and an active, liquid trading market for our common stock may not develop.

There is no existing public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our common stock will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of our common stock may decline below the initial public offering price, and you may not be able to resell your shares at, or above, the initial public offering price, or at all.

Future sales of our common stock or securities convertible into or exchangeable for common stock could depress the market price of our common stock.

We and all of our existing stockholders may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible debt securities to finance future acquisitions. Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock. This includes              shares of common stock that we are selling in this offering,              or shares if the underwriters exercise their option to purchase additional shares in full, which may be resold immediately in the public market. Our directors, executive officers and CCMP will be subject to the lock-up agreements described in “Underwriting” and are subject to the Rule 144 holding period requirements described in “Shares Eligible for Future Sale—Lock-Up Arrangements and Registration Rights.” After giving effect to this offering, we will have              shares of common stock authorized and              shares of common stock outstanding (or              shares of common stock outstanding if the underwriters exercise their option to purchase additional shares in full). After this offering and upon expiration of the lock-up agreements, and after the holding period requirements of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), have elapsed, approximately additional              shares will be eligible for sale in the public market.

CCMP and certain of our other stockholders (and certain permitted transferees thereof) have registration rights with respect to the common stock they hold. These shares may be sold in the public market; however, the shares held by CCMP and certain other stockholders are subject to a 180-day lock-up period.

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The underwriters may, in their sole discretion and without notice, release all or any portion of the shares subject to lock-up agreements prior to expiration of the lock-up period. Subject to the terms of the lock-up agreements, we also may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments or otherwise. We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Any such issuance could result in substantial dilution to our existing stockholders. Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur at any time. Any decline in the price of shares of our common stock could impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

We will incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.

As a publicly traded company, we will incur additional legal, accounting and other expenses that we do not currently incur as a private company. Although we are currently unable to estimate these costs with any degree of certainty, they may be material in amount. In addition, the Sarbanes-Oxley Act, the Dodd-Frank Act and the rules of the Securities and Exchange Commission (the “SEC”) and the NYSE have imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, as well as to investor relations. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.

Furthermore, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, the market price of our common stock could decline and we could be subject to potential delisting by the NYSE and review by such exchange, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources. As a result, our stockholders could lose confidence in our financial reporting, which would harm our business and the market price of our common stock.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations.

We do not currently document or test our compliance with internal control over financial reporting on a periodic basis in accordance with Section 404. Furthermore, due to our lack of documentation, such a test would not be possible to perform at this time.

We are in the early stages of addressing our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires that we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, with auditor attestation of the effectiveness of our internal controls, beginning with our annual report on Form 10-K for the fiscal year ending December 31, 2016 if we then constitute an accelerated filer or large accelerated filer. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

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In addition, we will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff.

Our ability to successfully implement our business plan and comply with the Sarbanes-Oxley Act requires us to be able to prepare timely and accurate financial statements, among other requirements. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our independent registered public accounting firm. Moreover, we cannot be certain that these measures would ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we were to conclude, and our independent registered public accounting firm were to concur, that our internal control over financial reporting provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. This, in turn, could have an adverse impact on trading prices for our common stock.

The price of our common stock may be volatile and you could lose all or part of your investment.

Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions could reduce the market price of our common stock regardless of our results of operations. The trading price of our common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described herein, and other factors beyond our control. Factors affecting the trading price of our common stock could include:

• market conditions in the broader stock market;

• actual or anticipated variations in our quarterly and annual financial and operating results and in our prospects;

• variations in financial and operating results and prospects of similar companies;

• introduction of new services or strategic actions, such as acquisitions or restructurings, by us, our competitors or our customers;

• issuance of new, negative or changed securities analysts’ reports or recommendations or estimates;

• investor perceptions of us and the industries in which we or our customers operate;

• sales, or anticipated sales, of our stock, including sales by existing stockholders, and the termination or expiration of lock-up agreements with our management and stockholders;

• additions or departures of key personnel;

• changes in accounting standards, policies, guidance, interpretations or principles;

• legal, regulatory or political developments;

• stock-based compensation expense under applicable accounting standards;

• litigation and governmental investigations; and

• changing economic conditions in the United States and globally.

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These and other factors may cause the market price and demand for shares of our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the Company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.

We do not anticipate paying any dividends for the foreseeable future.

We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to support our general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. However, the payment of future dividends will be at the discretion of our board of directors (the “Board”), subject to applicable law, and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions apply to the payment of dividends and other considerations that our Board deems relevant. Our debt agreements limit the amounts available to us to pay cash dividends, and, to the extent that we require additional funding, sources may prohibit the payment of a dividend. See “Dividend Policy.” As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock.

If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our pro forma net tangible book value as of March 31, 2015 and assuming an offering price of $         per share, the midpoint of the range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $         per share. See “Dilution.”

We are a holding company and rely on dividends and other payments, advances and transfers of funds from our subsidiaries to meet our obligations and pay any dividends.

We have no direct operations and no significant assets other than ownership of 100% of the capital stock of our subsidiaries. Because we conduct our operations through our subsidiaries, we depend on those entities for dividends and other payments to generate the funds necessary to meet our financial obligations, and to pay any dividends with respect to our common stock. Legal and contractual restrictions in our senior secured facilities, and the Senior Unsecured Notes and other agreements which may govern future indebtedness of our subsidiaries, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. The earnings from, or other available assets of, our subsidiaries might not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock or other obligations. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and cash flows.

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We are a “controlled company” within the meaning of the NYSE rules and, as a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. Our stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Following this offering, CCMP will continue to control a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our Board consist of independent directors;

• the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or otherwise have director nominees selected by vote of a majority of the independent directors;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Additionally, we only are required to have one independent audit committee member upon the listing of our common stock on the NYSE, a majority of independent audit committee members within 90 days from the date of listing and all independent audit committee members within one year from the date of listing. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

CCMP is not subject to any contractual obligation to retain its controlling interest, except that it has agreed, subject to certain exceptions, not to sell or otherwise dispose of any shares of our common stock or other capital stock or other securities exercisable or convertible therefor for a period of at least 180 days after the date of this prospectus without the prior written consent of the representatives of the underwriters in this offering. Except for this brief period, there may be a time during which CCMP will no longer maintain its ownership of our common stock following the offering. As a result, we may not always be able to avail ourselves of the “controlled company” exemptions.

CCMP will have a controlling interest in our company, and CCMP’s interests may be different from or conflict with those of our other stockholders.

As of March 31, 2015, CCMP owned 78.8% of our outstanding common stock on an actual basis and 70.0% on a fully diluted basis and is able to control our affairs in all cases. After the consummation of this offering, CCMP will collectively beneficially own     % of our outstanding common stock, or     % of our outstanding common stock if the underwriters fully exercise their option to purchase additional shares. As a consequence, CCMP will be able to exert a significant degree of influence or actual control over our management and affairs and will control matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets, and any other significant transaction. The interests of CCMP might not always coincide with our interests or the interests of our other stockholders. For instance, this

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concentration of ownership may have the effect of delaying or preventing a change in control of us otherwise favored by our other stockholders and could depress our stock price to the extent investors perceive disadvantages in owning stock of a company with a controlling stockholder.

In addition, we have historically paid CCMP a quarterly fee for certain advisory services pursuant to an advisory services and monitoring agreement. See “Certain Relationships and Related Person Transactions.” This agreement will terminate automatically upon the consummation of this offering.

CCMP makes investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. CCMP may also pursue, for its own accounts, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities might not be available to us. Our organizational documents contain provisions renouncing any interest or expectancy held by our directors affiliated with CCMP in certain corporate opportunities. Accordingly, the interests of CCMP may supersede ours, causing CCMP or its affiliates to compete against us or to pursue opportunities instead of us, for which we have no recourse. Such actions on the part of CCMP and inaction on our part could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Upon the consummation of this offering, full-time investment professionals of CCMP will occupy three seats on our Board. Since CCMP could invest in entities that directly or indirectly compete with us, when conflicts arise between the interests of CCMP and the interests of our stockholders, these directors may not be disinterested.

Provisions of our corporate governance documents and Delaware law could make an acquisition of our company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Provisions of our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that delay, defer or discourage transactions involving an actual or potential change in control of us or change in our management that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board. Because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current members of our management team. Among others, these provisions include:

• our ability to issue preferred stock without stockholder approval;

• a classified board of directors so not all directors are elected at one time;

• the requirement that our stockholders may not act without a meeting;

• requirements for advance notification of stockholder nominations and proposals contained in our bylaws;

• the absence of cumulative voting for our directors; and

• requirements for stockholder approval of certain business combinations.

Additionally, we expect to opt out of Section 203 of the Delaware General Corporation Law (the “DGCL”) which, subject to certain exceptions, prohibits a publicly held Delaware corporation from engaging in a

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business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Our amended and restated certificate of incorporation will provide that we will not be governed by Section 203 of the DGCL until there occurs a transaction following the consummation of which CCMP holds beneficial ownership of less than 5% of the voting power of our then outstanding common stock. The existence of the foregoing provision could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us, our business or our industry. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Examples of forward-looking statements include, but are not limited to statements we make regarding (1) our belief that our cash and cash equivalents, cash flow from operations and borrowings under our ABL Facility and other foreign lines of credit will provide us adequate cash to fund the operating needs, working capital, capital expenditure, debt service and other requirements for our business for the foreseeable future; (2) estimated capital expenditures for future periods; and (3) estimated cost savings and opportunities to drive margin improvements.

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements, including the risks and uncertainties discussed in this prospectus under the headings “Risk Factors,” “Management Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Industry.” We believe these factors include, but are not limited to:

• demand for our products being significantly affected by general economic conditions;

• any decline in the use of plastic;

• the competitiveness of the industries in which we operate and the financial resources of our competitors;

• our ability to successfully develop and implement strategic initiatives to increase cost savings and improve operating margins;

• increases in our cost structure, including the cost of raw materials, components and parts and any disruption in our supply chain;

• unfavorable international political, regulatory, labor and tax conditions;

• the rate of economic development and growth in emerging markets;

• our exposure to currency translation risk and currency transaction risk;

• our ability to develop new products and respond to technological changes in our industry;

• the effect of business disruptions, security threats and security breaches;

• our ability to adequately protect our intellectual property and proprietary rights;

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• our inability to convert backlog and open orders into revenue;

• our inability to satisfy orders on a timely basis and maintain production at our facilities;

• the failure of our products to perform and meet customer requirements or expectations;

• potential responsibilities and costs under environmental laws;

• work stoppages or unionization activities;

• tax uncertainties and limits on our ability to use our net operating loss carryforwards;

• downturns in the economy and disruptions in the financial and credit markets;

• our ability to maintain and enhance our brand and reputation;

• potential responsibilities and costs under anti-corruption statutes and U.S. regulations;

• the catastrophic loss of one of our key manufacturing facilities;

• our substantial indebtedness;

• significant operating and financial restrictions under our credit agreements and indentures;

• risks related to our capital structure and ownership; and

• other factors that are described in “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. We caution you therefore against relying on these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares of             common stock in this offering will be approximately $         million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes a public offering price of $         per share, which is the midpoint of the price range set forth on the cover of this prospectus.

We intend to use the net proceeds from this offering to repay a portion of the term loan debt outstanding under the New Term Loan Facility. The term loan debt to be repaid has a maturity date of September 28, 2020 and the effective interest rate per annum applicable to our New Term Loan Facility is set based on a defined LIBOR rate plus a margin of 3.50% per annum (following this offering the margin will range from 3.25% to 3.50% per annum based on our leverage ratio). At no point will such LIBOR rate be less than 1% and as of March 31, 2015 the defined LIBOR rate was at 1%. The net proceeds from the New Term Loan Facility were used (i) to repay in full $339.1 million principal amount outstanding under our existing term loan facility, (ii) to redeem in full $220.0 aggregate principal amount outstanding of our Senior Secured Notes on May 15, 2015 at a redemption price of 106.281% of the principal amount thereof, plus accrued and unpaid interest, to, but not including May 15, 2015 and (iii) to pay an approximately $145.0 million cash dividend to the holders of our common stock.

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds. The occurrence of unforeseen events or changed business conditions could result in application of the net proceeds of this offering in a manner other than as described in this prospectus. See “Risk Factors—Risks Related to this Offering—We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.”

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DIVIDEND POLICY

We do not intend to pay cash dividends on our common stock in the foreseeable future. We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock is depended upon cash dividends and distributions and other transfers from our subsidiaries. The amounts available to us to pay cash dividends are restricted by our subsidiaries’ debt agreements. The declaration and payment of dividends also is subject to the discretion of our Board and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors deemed relevant by our Board.

In addition, under Delaware law, our Board may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.

Any future determination to pay dividends will be at the discretion of our Board, and will take into account:

• restrictions in our debt instruments, including our New Term Loan Facility, our ABL Facility and the indenture governing our Senior Unsecured Notes;

• general economic business conditions;

• our financial condition, results of operations and cash flows;

• the ability of our operating subsidiaries to pay dividends and make distributions to us;

• legal restrictions; and

• such other factors as our Board may deem relevant.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Certain Indebtedness.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2015:

• on an actual basis; and

• on an as adjusted basis to give effect to (i) the sale of             shares of our common stock in this offering and the application of the net proceeds received by us from this offering as described under “Use of Proceeds,” at an assumed initial public offering price of $        , which is the midpoint of the range set forth on the cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the Debt Recapitalization.

This table should be read in conjunction with “Use of Proceeds,” “Selected Historical Financial Data of Milacron,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our financial statements and the related notes thereto included elsewhere in this prospectus.

	As of March 31, 2015
	Actual			As Adjusted(1)
	(in millions, except share data)
Cash and cash equivalents	$	62.8		$
Total debt:
ABL Facility(2)	$	—		$
Term Loan Facility, net of discount of $1.8 million(3)		337.9
New Term Loan Facility(4)		—
Senior Secured Notes(5)		220.0
Senior Unsecured Notes(6)		465.0
Capital lease obligations and other		1.3
Other lines of credit(7)		8.4
Total long-term debt, including current portion		1,032.6
Equity:
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued and outstanding		—
Common stock, $0.01 par value; 790,000 shares authorized; 491,873 issued and outstanding, actual;         shares issued and outstanding, as adjusted		—
Capital in excess of par value		501.2
Accumulated other comprehensive (loss) income		(75.8	)
Retained deficit		(76.5	)
Total stockholders’ equity		348.9
Total capitalization	$	1,381.5		$

(1) Assuming the number of shares sold by us in this offering remains the same as set forth on the cover page, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our total capitalization by approximately $         million.

(2) Consists of a five-year $80.0 million U.S. revolving credit facility, the Canadian dollar equivalent of a $20.0 million Canadian revolving credit facility and the Euro dollar equivalent of a $25.0 million German revolving credit facility maturing in 2019. As of March 31, 2015, $13.1 million of undrawn letters of credit were outstanding. See “Description of Certain Indebtedness.”

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(3) Consists of a seven-year $342.6 million term loan facility maturing in 2020. In connection with the Debt Recapitalization, the Term Loan Facility was paid off in full on May 14, 2015.

(4) We entered into the New Term Loan Facility on May 14, 2015 in connection with the Debt Recapitalization. See “Description of Certain Indebtedness.” We intend to use the net proceeds of this offering to prepay a portion of the New Term Loan Facility.

(5) Consists of $220.0 million of 8.375% Senior Secured Notes due 2019. In connection with the Debt Recapitalization, the Senior Secured Notes were redeemed in full on May 15, 2015.

(6) Consists of $465.0 million of 7.750% Senior Notes due 2021. See “Description of Certain Indebtedness.”

(7) Consists of lines of credit used for working capital and to issue letters of credit and guarantees in the ordinary course of business. As of March 31, 2015, we had approximately $25.8 million of committed lines of credit with approximately $12.5 million of undrawn availability. See “Description of Certain Indebtedness.”

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of common stock and the net tangible book value per share of our common stock upon the consummation of this offering. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value per share attributable to our existing stockholders.

Our pro forma net tangible book value as of March 31, 2015 would have been approximately $        , or $         per share, of our common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities and net tangible book value per share represents net tangible book value divided by the number of shares of common stock outstanding, in each case, after giving effect to the Debt Recapitalization but before giving effect to this offering.

After giving effect to (i) the sale of             shares of common stock in this offering at the assumed initial public offering price of $         per share (the midpoint of the range set forth on the cover of this prospectus) and (ii) the application of the net proceeds from this offering, our pro forma as adjusted net tangible book value as of March 31, 2015 would have been $        , or $         per share. This represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $         per share to new investors in this offering.

The following table illustrates this dilution on a per share of common stock basis:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of March 31, 2015	$
Increase in pro forma net tangible book value per share attributable to new investors in this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution in net tangible book value per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value after this offering by $         million and increase (decrease) the dilution per share to new investors purchasing in this offering by $         per share, assuming no other change to the number of shares of common stock offered by us as set forth on the cover page of this prospectus.

If the underwriters were to fully exercise their option to purchase additional shares of our common stock, the pro forma as adjusted net tangible book value per share after this offering would be $         per share, and the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering would be $         per share.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2015 after giving effect to this offering, the total number of shares of common stock purchased from us, the total cash consideration paid to us and the average price per share paid by our existing stockholders and by new investors purchasing shares in this offering at an assumed initial public offering price of $        , which is the midpoint of the range set forth on the cover of this prospectus, and after deducting underwriting discounts and commissions and estimated expenses payable by us.

	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
New investors in this offering									$
Total			100	%	$		100	%	$

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If the underwriters were to fully exercise their option to purchase             additional shares of our common stock, the percentage of shares of our common stock held by existing stockholders would be     %, and the percentage of shares of our common stock held by new investors in this offering would be     %. If all outstanding options to purchase shares of our common stock were exercised in full, (i) the number of shares held by the existing stockholders after this offering would be       or     % of the total number of shares of our common stock outstanding, and the number of shares held by new investors would be       or     % of the total number of shares of our common stock outstanding and (ii) the total consideration paid to us by existing stockholders would be $         or     % and the total consideration paid to us by new investors in this offering would be $         or     %.

The above discussion and tables are based on the number of shares outstanding at March 31, 2015. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders. See “Description of Capital Stock.”

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NON-GAAP FINANCIAL MEASURES

We prepare our financial statements in conformity with U.S. GAAP. To supplement this information, we also use the following non-GAAP financial measures in this prospectus: Adjusted EBITDA and Adjusted Net Income. Adjusted EBITDA is a measure used by management to measure operating performance. Adjusted EBITDA is not a presentation made in accordance with U.S. GAAP, is not a measure of financial condition or profitability, and should not be considered as an alternative to net earnings (loss) determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP or any other performance measure derived in accordance with U.S. GAAP and should not be construed as an inference that our future results will be unaffected by unusual non-recurring items. Additionally, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not include certain cash requirements such as interest payments, tax payments, debt service requirements and certain other cash costs that may recur in the future. Management uses Adjusted EBITDA or comparable metrics:

• as a measurement used in evaluating our consolidated and segment-level operating performance on a consistent basis;

• to calculate incentive compensation for our employees;

• for planning purposes, including the preparation of our internal annual operating budget;

• to evaluate the performance and effectiveness of our operational strategies; and

• to assess compliance with various metrics associated with our debt agreements.

We believe that the inclusion of Adjusted EBITDA in this prospectus is useful to provide additional information to investors about certain material non-cash items. While we believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors, because not all companies use identical calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies and should not be considered as an alternative to performance measures derived in accordance with U.S. GAAP. Adjusted EBITDA is calculated as net earnings (loss) attributable to Milacron Holdings Corp. before income tax expense, interest expense, net, depreciation and amortization further adjusted to exclude unusual and other items reflected in the reconciliation table below.

In evaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses such as those used in calculating Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by usual or non-recurring items.

Adjusted EBITDA has important limitations as an analytical tool and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under U.S. GAAP. Some of these limitations are:

• it does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• it does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

• it does not reflect changes in, or cash requirements for, our working capital needs;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such replacements;

• it does not reflect our income tax expense or the cash requirements to pay our taxes;

• it does not reflect the non-cash component of our employee compensation;

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• it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, as discussed in our presentation of Adjusted EBITDA and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus; and

• other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only supplementally.

Adjusted Net Income measures our operating performance by adjusting net earnings (loss) attributable to Milacron Holdings Corp. to exclude amortization expense, non-cash currency effect on intercompany loan, organizational redesign costs, long-term equity options and shareholder fees, debt costs, acquisition integration costs, professional services, business combination costs, fair market value adjustments and certain other non-recurring items. Management uses this measure to evaluate our core operating results as it excludes certain items whose fluctuations from period-to-period do not necessarily correspond to changes in the core operations of the business, but includes certain items such as depreciation, interest expense and interest tax expense, which are otherwise excluded from Adjusted EBITDA. We believe the presentation of Adjusted Net Income enhances our investors’ overall understanding of the financial performance and cash flow of our business. You should not consider Adjusted Net Income as an alternative to net earnings (loss) attributable to Milacron Holdings Corp., determined in accordance with U.S. GAAP, as an indicator of operating performance.

See the consolidated financial statements included elsewhere in this prospectus for our U.S. GAAP results. Additionally, for reconciliations of Adjusted EBITDA and Adjusted Net Income to our closest reported U.S. GAAP measures see “Selected Historical Financial Data of Milacron.”

We also present Adjusted EBITDA and Adjusted Net Income for Mold-Masters for periods prior to the acquisition of Mold-Masters in 2013. These supplemental measures for Mold-Masters are subject to the limitations described above. You should not consider these measures as alternatives to net income earnings (loss) as determined in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). For reconciliations of Adjusted EBITDA and Adjusted Net Income to the closest reported IFRS measures see “Supplemental Financial Data of Mold-Masters.”

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SELECTED HISTORICAL FINANCIAL DATA OF MILACRON

The following table sets forth our selected historical financial and other data for the periods and as of the dates indicated. We derived our selected consolidated statements of operations data for the period from January 1, 2012 to April 30, 2012 (Predecessor), for the period from May 1, 2012 to December 31, 2012 (Successor) and for the years ended December 31, 2013 and 2014 (Successor) from our audited consolidated financial statements included elsewhere in this prospectus. We derived our selected consolidated statements of operations data for each of the fiscal years ended December 31, 2011 and December 31, 2010 (Predecessor) from our audited consolidated financial statements which are not included in this prospectus. The statements of operations and cash flows data for each of the three month periods ended March 31, 2014 and March 31, 2015 and the balance sheet data as of March 31, 2015 were derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in management’s opinion, reflect all adjustments necessary for the fair presentation of the financial information set forth in those statements.

In April 2012, CCMP, together with members of our management formed Milacron Holdings and, through Milacron Holdings, acquired all of the capital stock of Milacron Intermediate Holdings. Milacron in all periods prior to May 2012 is referred to as “Predecessor,” and in all periods including and after such date is referred to as “Successor.” As a result of acquisition accounting adjustments associated with the CCMP Acquisition, the consolidated financial statements for all Successor periods may not be comparable to those of the Predecessor period. In addition, our historical financial statements for the periods prior to the acquisition of Mold-Masters on March 28, 2013 may not be comparable to our financial statements for periods following such acquisition.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes thereto included elsewhere in this prospectus.

	Year ended December 31, 2010		Year ended December 31, 2011			Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
(Dollars in millions, except	(Predecessor)		(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
share and per share data)																		(unaudited)
Statements of operations:
Sales	$	633.4	$	783.2		$	260.7		$	571.7		$	1,028.8		$	1,211.3		$	280.3		$	279.2
Costs of sales		450.9		548.5			181.5			423.3			689.1			792.3			181.4			181.3
Manufacturing margins		182.5		234.7			79.2			148.4			339.7			419.0			98.9			97.9
Operating expenses:
Selling, general and administrative expenses		141.7		158.6			55.6			104.9			223.4			266.9			65.4			66.2
Business combination costs		—		—			8.8			9.9			2.9			1.1			0.9			—
Officer severance costs		—		—			—			6.2			—			—			—			—
Amortization expense		0.3		1.3			0.4			24.9			47.6			44.2			10.9			9.4
(Gain) loss on currency translation		—		—			(0.4	)		(0.1	)		10.4			16.3			6.5			11.2
Other expense (income), net		12.2		(2.0	)		0.4			(0.6	)		1.1			8.8			(0.1	)		3.7
Total operating expenses		154.2		157.9			64.8			145.2			285.4			337.3			83.6			90.5
Operating earnings		28.3		76.8			14.4			3.2			54.3			81.7			15.3			7.4
Interest expense, net		6.3		10.7			11.8			20.7			70.1			74.6			19.4			18.4
Earnings (loss) before income taxes		22.0		66.1			2.6			(17.5	)		(15.8	)		7.1			(4.1	)		(11.0	)
Income tax expense		6.5		8.1			2.4			3.5			8.9			22.0			4.2			4.9
Net earnings (loss)		15.5		58.0			0.2			(21.0	)		(24.7	)		(14.9	)		(8.3	)		(15.9	)

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	Year ended December 31, 2010			Year ended December 31, 2011			Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
(Dollars in millions, except	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
share and per share data)																			(unaudited)
Less: Net loss (earnings) attributable to the noncontrolling interest		(0.3	)		0.2			0.1			(0.2	)		0.1			0.1			0.1			—
Net earnings (loss) attributable to Milacron Holdings Corp.	$	15.2		$	58.2		$	0.3		$	(21.2	)	$	(24.6	)	$	(14.8	)	$	(8.2	)	$	(15.9	)
Basic earnings (loss) per share(1)	$	138.18		$	624.30		$	4.36		$	(107.95	)	$	(58.40	)	$	(30.14	)	$	(16.73	)	$	(32.32	)
Diluted earnings (loss) per share(1)	$	138.18		$	594.87		$	4.04		$	(107.95	)	$	(58.40	)	$	(30.14	)	$	(16.73	)	$	(32.32	)
Weighted average shares outstanding:
Basic		110,000			93,224			68,877			196,387			421,200			490,965			490,139			491,898
Diluted		110,000			97,836			74,330			196,387			421,200			490,965			490,139			491,898
Unaudited Pro Forma Data:
Pro forma basic earnings (loss) per share(2)																$						$
Pro forma diluted earnings (loss) per share(2)																$						$
Pro forma weighted average shares outstanding(2):
Basic
Diluted
Select segment and geographic data:
Sales by segment:
APPT	$	424.5		$	541.7		$	177.9		$	407.2		$	580.1		$	675.8		$	152.0		$	151.4
MDCS(3)		99.2			112.4			38.9			76.1			320.5			406.7			96.6			99.4
Fluids		109.7			129.1			43.9			88.4			128.2			128.8			31.7			28.4
Sales by geography:
North America	$	332.5		$	420.1		$	148.0		$	343.6		$	526.4		$	628.5		$	142.4		$	153.2
Europe		149.0			198.6			56.0			101.2			235.5			258.8			64.0			56.6
Asia		101.9			116.6			45.5			91.8			218.1			270.1			59.5			58.1
Rest of World		50.0			47.9			11.2			35.1			48.8			53.9			14.4			11.3
Statements of cash flows data:
Net cash provided by operating activities	$	21.5		$	26.2		$	12.4		$	8.1		$	82.1		$	37.6		$	5.3		$	(0.4	)
Net cash used in investing activities		(14.7	)		(16.4	)		(4.9	)		(210.3	)		(993.4	)		(94.3	)		(62.6	)		(14.0	)
Net cash (used in) provided by financing activities		(4.2	)		(10.2	)		(17.2	)		55.2			964.8			41.2			43.2			(1.8	)
Balance sheet data:
Cash and cash equivalents	$	40.1		$	39.7					$	48.4		$	100.7		$	81.5					$	62.8
Accounts receivable		79.7			98.4						105.6			174.5			183.3						179.6
Inventories, net		124.2			165.4						165.3			207.4			238.1						243.8
Property and equipment, net		65.8			74.8						119.7			203.6			216.9						214.2
Total assets		354.1			424.7						672.3			1,794.2			1,790.7						1,738.1
Accounts payable		61.3			69.5						67.0			83.4			89.9						88.3
Advanced billings and deposits		34.0			47.7						29.2			56.2			58.5						54.4
Total debt and capital lease obligations, including current portion		67.2			147.9						284.8			989.4			1,034.6						1,032.6
Select supplemental data:
Adjusted EBITDA by segment(4):
APPT	$	32.5		$	60.1		$	15.1		$	47.3		$	62.6		$	81.0		$	16.5		$	17.7
MDCS		9.6			15.5			5.4			12.8			85.0			114.4			26.2			27.5
Fluids		17.4			21.8			6.9			18.7			23.5			23.8			5.1			5.1
Corporate		(14.1	)		(12.5	)		(2.9	)		(7.6	)		(9.5	)		(20.7	)		(4.4	)		(5.8	)
Adjusted EBITDA(4)		45.4			84.9			24.5			71.2			161.6			198.5			43.4			44.5
Adjusted Net Income(4)		26.9			59.8			8.1			34.7			57.0			74.5			13.3			14.4
Capital expenditures		9.8			18.3			4.9			11.8			30.0			41.4			9.0			14.6

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(1) Basic and diluted earnings (loss) per share is computed by dividing the net earnings (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

(2) We present certain information on a pro forma basis to give pro forma effect to the Debt Recapitalization, as further adjusted to give effect to the sale by us of shares of our common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares, at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated expenses and the application of the net proceeds to be received by us from this offering as described in “Use of Proceeds.”

Pro forma earnings (loss) per share reflects the effect of the Debt Recapitalization, as further adjusted to give effect to (i) the net decrease in interest expense, net resulting from the repayment of $             in aggregate principal amount of outstanding borrowings under our New Term Loan Facility with the net proceeds from this offering, as described in “Use of Proceeds,” and (ii) increases in income tax expense due to higher income before income taxes resulting from a decrease in interest expense, net as a result of the repayment of $             in aggregate principal amount of outstanding borrowings under our New Term Loan Facility as described in (i) above as if each of these events had occurred on January 1, 2014. Pro forma basic earnings (loss) per share consists of pro forma net earnings (loss) attributable to Milacron Holdings Corp. divided by the pro forma basic weighted average common shares outstanding. Pro forma diluted earnings (loss) per share consists of pro forma net earnings (loss) attributable to Milacron Holdings Corp divided by the pro forma diluted weighted average common shares outstanding.

The table below provides a summary of net earnings (loss) attributable to Milacron Holdings Corp. used in the calculation of basic and diluted earnings per common share on a pro forma basis for the periods presented (dollars in millions):

	Year ended December 31, 2014			Three Months ended March 31, 2015
Earnings (loss) attributable to Milacron Holdings Corp.	$	(14.8	)	$	(15.9	)
Reduction of interest expense
Tax effect of the above adjustments
Pro forma earnings (loss) attributable to Milacron Holdings Corp.	$			$

Pro forma weighted average common shares outstanding gives effect to the sale by us of              shares of our common stock in this offering, assuming no exercise of the underwriters’ option to purchase additional shares, as if this event had occurred on January 1, 2014.

The table below provides a summary of the weighted average common shares outstanding used in the calculation of basic and diluted earnings per common share on a pro forma basis:

	Year ended December 31, 2014	Three Months ended March 31, 2015
Weighted average common shares outstanding—basic
Shares offered hereby
Pro forma weighted average common share outstanding—basic
Incremental shares from the assumed exercise of outstanding stock options
Pro forma as adjusted weighted average common shares outstanding—diluted

53

(3) MDCS includes sales from Mold-Masters beginning March 28, 2013.

(4) We prepare our financial statements in conformity with U.S. GAAP. To supplement this information, we also use the following non-GAAP financial measures in this prospectus: Adjusted EBITDA and Adjusted Net Income. For a discussion of the non-GAAP financial measures in this prospectus, see “Non-GAAP Financial Measures.”

The following is a reconciliation of net earnings (loss) attributable to Milacron Holdings Corp., the most comparable U.S. GAAP measure, to Adjusted Net Income and to Adjusted EBITDA:

	Year ended December 31, 2010			Year ended December 31, 2011			Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
																			(unaudited)
Net earnings (loss) attributable to Milacron Holdings Corp.	$	15.2		$	58.2		$	0.3		$	(21.2	)	$	(24.6	)	$	(14.8	)	$	(8.2	)	$	(15.9	)
Amortization expense		0.3			1.3			0.4			24.9			47.6			44.2			10.9			9.4
Currency effect on intercompany advances(a)		—			—			—			—			10.0			13.8			5.2			11.4
Organizational redesign costs(b)		9.8			1.2			—			6.5			4.4			12.9			1.3			5.3
Long-term equity options and shareholder’s fees(c)		2.4			3.0			0.7			2.3			5.0			5.5			1.4			1.3
Debt costs(d)		—			—			—			—			0.2			4.1			0.6			—
Acquisition integration costs(e)		—			—			—			—			2.0			4.0			0.8			2.3
Professional services(f)		1.7			0.2			—			2.9			2.8			3.6			0.3			0.7
Business combination costs(g)		—			—			8.8			9.9			2.9			1.1			0.9			—
Fair market value adjustments(h)		(2.5	)		(4.1	)		(2.2	)		9.4			4.8			—			—			—
Other(i)		—			—			0.1			—			1.9			0.1			0.1			(0.1	)
Adjusted Net Income		26.9			59.8			8.1			34.7			57.0			74.5			13.3			14.4
Income tax expense		6.5			8.1			2.4			3.5			8.9			22.0			4.2			4.9
Interest expense, net		6.3			10.7			11.8			20.7			70.1			74.6			19.4			18.4
Depreciation expense		5.7			6.3			2.2			12.3			25.6			27.4			6.5			6.8
Adjusted EBITDA	$	45.4		$	84.9		$	24.5		$	71.2		$	161.6		$	198.5		$	43.4		$	44.5

(a) Non-cash currency effect on intercompany advances relates to advances in foreign currency exchange rates. The most significant exposure relates to the Canadian dollar pursuant to intercompany advances associated with the acquisition of Mold-Masters.

(b) Organizational redesign costs in 2010 include $8.7 million of employee termination costs and $1.1 million of non-cash impairment charges related to two closed facilities. Costs in 2011 primarily relate to employee termination costs at the Ferromatik Milacron Maschinenbau GmbH subsidiary. In the Successor Period 2012, organizational redesign costs include $6.2 million of CEO transition and severance costs. Costs in 2013 include $2.4 million of severance and $1.3 million related to the exit of a product line and the shutdown of facilities. Costs in 2014 include $3.4 million of salary and severance costs as a result of eliminated positions, $3.6 million of costs for changes in the executive management team, $2.9 million of costs for the transition of positions to low-cost countries and $1.9 million of costs related to the shutdown of facilities. Organizational redesign costs in the three months ended March 31, 2014 included $0.7 million of costs for changes in the executive management team and $0.4 million of costs for the transition of positions to low-cost countries. Organizational redesign costs in the three months ended March 31, 2015 primarily included $2.6 million of severance and $0.5 million one-time project costs related to relocating our Belgium warehouse to the Czech Republic, $1.5 million for termination costs as a result of eliminated positions, and $0.3 million of costs related to the transition of positions to low-cost countries.

(c) Long-term equity options and shareholder’s fees include the non-cash charges associated with stock based compensation awards granted to certain executives and independent directors in the period from January 1, 2012 to April 30, 2012, the period from May 1, 2012 to December 31, 2012, 2013 and 2014 and a cash advisory fee paid to CCMP for all Successor periods. CCMP will not receive a cash advisory fee after this offering.

(d) Debt costs in 2014 include a $2.9 million loss on the early extinguishment of a portion of our Senior Secured Notes. The loss consists of a $1.6 million premium paid for the early extinguishment and $1.3 million of previously deferred financing costs. We also incurred $0.7 million of fees to increase the term loan facility and expensed $0.5 million of previously deferred financing costs related to the term loan facility.

54

(e) Acquisition integration costs incurred to fully integrate the acquisition of Mold-Masters, Kortec, TIRAD and certain other smaller acquisitions. Costs include travel, consulting services, restructuring associated with personnel changes and a branding study to integrate the acquired companies into Milacron. Acquisition integration costs in the three months ended March 31, 2014 primarily included travel and consulting services for the acquisition of Mold-Masters and certain other smaller acquisitions. Acquisition integration costs in the three months ended March 31, 2015 included $1.4 million related to the Kortec and TIRAD acquisitions for product line integration and other strategic alignment initiatives. In addition, we incurred $0.8 million of one-time costs to introduce the integration and new branding of all Milacron companies at an industry trade show.

(f) Professional fees in 2010 include $1.7 million of non-recurring professional services, consulting fees and transactional costs related to our restructuring. Professional fees related to operational efficiency, business development, and other one-time advisory projects were $2.9 million and $2.8 million in Successor Period 2012 and 2013, respectively. Professional fees in 2014 included $1.5 million related to one-time strategic organizational initiatives and $1.3 million related to certain advisory services for readiness initiatives associated with this offering. Professional fees in the three months ended March 31, 2015, included $0.4 million of fees for readiness initiatives associated with this offering and $0.3 million of costs for one-time strategic organizational initiatives.

(g) Business combination costs in the Predecessor Period 2012 include a $2.8 million non-cash charge related to the accelerated vesting of certain stock-based compensation associated with a change of control as a result of the CCMP Acquisition in April 2012 and $6.0 million of certain professional, audit, and other fees related to the transaction. Costs in the Successor Period 2012 include $9.9 million of certain professional, audit and other fees related to the CCMP Acquisition in April 2012. Costs in 2013 and 2014 relate to certain professional, audit and other fees related to the acquisitions of Mold-Masters, Kortec, TIRAD, and certain other smaller acquisitions. Business combination costs in the three months ended March 31, 2014 relate to certain professional, audit and other fees related to the acquisitions of Kortec and TIRAD.

(h) Non-cash fair market value adjustments relate to fair market value (income) / expense adjustments to inventory during the period. In 2010, 2011 and Predecessor Period 2012, non-cash fair market value adjustments related to inventory were ($0.9) million, ($4.1) million and ($2.2) million, respectively. Non-cash fair market value adjustment related to receivables in 2010 was ($1.6) million. In the Successor Period 2012, $9.4 million of non-cash expense was recorded related to acquisition accounting for the fair value of inventory as part of the CCMP Acquisition in April 2012. Subsequent to March 2013, $4.8 million of non-cash expense was recorded related to acquisition accounting for the fair value of inventory as part of our acquisition of Mold Masters in March 2013.

(i) Other costs in 2013 include a charge of $1.6 million related to environmental remediation required for the disposition of a building associated with a European facility.

55

The following table provides a reconciliation of operating earnings, the most comparable U.S. GAAP measure, to Adjusted EBITDA for each of our segments.

	Year ended December 31, 2010			Year ended December 31, 2011			Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
Operating earnings:
APPT	$	17.4		$	54.2		$	13.2		$	16.6		$	34.1		$	51.9			10.8			10.8
MDCS		8.4			14.4			5.0			3.7			28.8			57.2			10.6			2.4
Fluids		15.9			20.0			6.3			9.6			12.4			13.5			2.4			2.8
Corporate		(13.4	)		(11.8	)		(10.1	)		(26.7	)		(21.0	)		(40.9	)		(8.5	)		(8.6	)
Total operating earnings		28.3			76.8			14.4			3.2			54.3			81.7			15.3			7.4
Adjustments to operating earnings:
APPT:
Depreciation and amortization		6.4			4.6			1.6			21.5			25.4			22.6			5.5			5.3
Net earnings (loss) attributable to noncontrolling interest:		(0.3	)		0.2			0.1			(0.2	)		0.1			0.1			0.1			—
Fair market value adjustments(h)		—			—			—			7.0			—			—			—			—
Organizational redesign costs(b)		8.5			1.1			—			—			1.3			5.5			—			1.0
Acquisition integration costs(e)		—			—			—			—			—			0.3			—			0.6
Professional services(f)		0.5			—						2.4			1.5			0.5			—			—
Other(e)		—			—			0.2			—			0.2			0.1			0.1			—
Total APPT Adjustments		15.1			5.9			1.9			30.7			28.5			29.1			5.7			6.9
MDCS Adjustments:
Depreciation and amortization		1.6			1.0			0.4			7.0			36.4			39.9			9.5			9.1
Fair market value adjustments(h)		—			—			—			2.0			4.8			—			—			—
Organizational redesign costs(b)		(0.4	)		0.1			—			0.1			2.0			1.7			0.3			3.6
Acquisition integration costs(e)		—			—			—			—			0.8			1.8			0.6			1.4
Professional services(f)		—			—			—			—			0.5			0.3			0.1			—
Other(i)		—			—			—			—			1.6			—			—			(0.1	)
Currency effect on intercompany advances(a)		—			—			—			—			10.1			13.5			5.1			11.1
Total MDCS Adjustments		1.2			1.1			0.4			9.1			56.2			57.2			15.6			25.1
Fluids Adjustments:
Depreciation and amortization		1.4			1.8			0.6			8.6			11.1			8.9			2.3			1.7
Fair market value adjustments(h)		—			—			—			0.4			—			—			—			—
Other(i)		—			—			—			—			—			—			—			—
Organizational redesign costs(b)		0.1			—			—			0.1			—			1.4			0.4			0.5
Professional services		—			—			—			—			—			—			—			0.1

56

	Year ended December 31, 2010			Year ended December 31, 2011			Period from January 1, 2012 to April 30, 2012			Period from May 1, 2012 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
	(Predecessor)			(Predecessor)			(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
Total Fluids Adjustments		1.5			1.8			0.6			9.1			11.1			10.3			2.7			2.3
Corporate Adjustments:
Depreciation and amortization		(3.4	)		0.2			—			0.1			0.3			0.2			0.1			0.1
Business combination costs(g)		—			—			8.8			9.9			2.9			1.1			0.9			—
Fair market value adjustments(h)		(2.5	)		(4.1	)		(2.2	)		—			—			—			—			—
Organizational redesign costs(b)		1.6			—			—			6.3			1.1			4.3			0.6			0.2
Acquisition integration costs(e)		—			—			—			—			1.2			1.9			0.2			0.3
Professional services(f)		1.2			0.2			—			0.5			0.8			2.8			0.2			0.6
Debt costs(d)		—			—			—			—			0.2			4.1			0.6			—
Other(i)		—			—			(0.1	)		—			0.1			—			—			—
Long-term equity options and shareholder fees(c)		2.4			3.0			0.7			2.3			5.0			5.5			1.4			1.3
Currency effect on intercompany advances(a)		—			—			—			—			(0.1	)		0.3			0.1			0.3
Total Corporate Adjustments		(0.7	)		(0.7	)		7.2			19.1			11.5			20.2			4.1			2.8
Adjusted EBITDA:
APPT		32.5			60.1			15.1			47.3			62.6			81.0			16.5			17.7
MDCS		9.6			15.5			5.4			12.8			85.0			114.4			26.2			27.5
Fluids		17.4			21.8			6.9			18.7			23.5			23.8			5.1			5.1
Corporate		(14.1	)		(12.5	)		(2.9	)		(7.6	)		(9.5	)		(20.7	)		(4.4	)		(5.8	)
Total Adjusted EBITDA	$	45.4		$	84.9		$	24.5		$	71.2		$	161.6		$	198.5			43.4			44.5

(a) Non-cash currency effect on intercompany advances primarily relates to advances in foreign currency exchange rates within the MDCS segment. The most significant exposure relates to the Canadian dollar pursuant to intercompany advances associated with the acquisition of Mold-Masters.

(b) Organizational redesign costs in 2010 for APPT and Corporate include $8.7 million of employee termination costs and $1.1 million of non-cash impairment charges related to two closed facilities in APPT. Costs in 2011 for APPT primarily relate to employee termination costs at the Ferromatik Milacron Maschinenbau GmbH subsidiary. In the Successor Period 2012, Corporate’s organizational redesign costs include $6.2 million of CEO transition and severance costs. Costs in 2013 include $2.4 million of severance for individuals within the respective segments, $0.7 million related to the exit of a product line in MDCS and $0.6 million for the shutdown of facilities in APPT. As incurred at the respective segments, organizational redesign costs in 2014 totaled $3.4 million for salary and severance costs as a result of eliminated positions, $3.6 million for costs related to changes in the executive management team, $2.9 million for costs related to the transition of positions to low-cost countries and $1.9 million for costs due to the shutdown of facilities. Organizational redesign costs for Fluids and Corporate in the three months ended March 31, 2014 included $0.7 million of costs for changes in the executive management team. Costs in Corporate and MDCS for the three months ended March 31, 2014 included $0.4 million of costs for the transition of positions to low-cost countries. Organizational redesign costs for MDCS in the three months ended March 31, 2015 included $2.6 million of severance and $0.5 million one-time project costs related to relocating our Belgium warehouse to the Czech Republic. In the three months ended March 31, 2015, organizational redesign costs across all segments included $1.5 million for termination costs as a result of eliminated positions and $0.3 million of costs related to the transition of positions to low-cost countries.

(c) Long-term equity options and shareholder’s fees in Corporate include the non-cash charges associated with stock based compensation awards granted to certain executives and independent directors in the period from January 1, 2012 to April 30, 2012, the period from May 1, 2012 to December 31, 2012, 2013 and 2014 and a cash advisory fee paid to CCMP for all Successor periods. CCMP will not receive a cash advisory fee after this offering.

(d) Debt costs in Corporate in 2014 include a $2.9 million loss on the early extinguishment of a portion of our Senior Secured Notes. The loss consists of a $1.6 million premium paid for the early extinguishment and $1.3 million of previously deferred financing costs. We also incurred $0.7 million of fees to increase the term loan facility and expensed $0.5 million of previously deferred financing costs related to the term loan facility.

(e) Acquisition integration costs incurred to fully integrate the acquisition of Mold-Masters, Kortec, TIRAD and certain other smaller acquisitions. Costs include travel, consulting services, restructuring associated with personnel changes and a branding study to integrate the acquired companies

57

into Milacron. Acquisition integration costs for MDCS and Corporate in the three months ended March 31, 2014 primarily included travel and consulting services for the acquisition of Mold-Masters and certain other smaller acquisitions. Acquisition integration costs across all segments in the three months ended March 31, 2015 include $1.4 million related to the Kortec and TIRAD acquisitions for product line integration and other strategic alignment initiatives. In addition, APPT and Corporate’s acquisition integration costs include $0.8 million of one-time costs to introduce the integration and new branding of all Milacron companies at an industry trade show.

(f) Professional fees in 2010 for APPT and Corporate include $1.7 million of non-recurring professional services, consulting fees and transactional costs related to our restructuring. In the Successor Period 2012, includes professional fees of $2.9 million for APPT and Corporate related to operational efficiency and business development projects. In 2013, professional fees of $1.5 million related to APPT for operational efficiency projects and $0.5 million related to MDCS and $0.8 million related to Corporate for business development and other one-time advisory projects. In 2014, Corporate’s professional fees include $1.3 million for readiness initiatives associated with this offering and $1.5 million related to one-time strategic organizational initiatives. In the three months ended March 31, 2015, Corporate incurred $0.4 million of fees for readiness initiatives associated with this offering. In addition, in Corporate and Fluids we incurred $0.3 million of costs for one-time strategic organizational initiatives.

(g) Business combination costs in the Predecessor Period 2012 include a $2.8 million non-cash charge related to the accelerated vesting of certain stock-based compensation associated with a change of control as a result of the CCMP Acquisition in April 2012 and $6.0 million of certain professional, audit, and other fees related to the transaction. Costs in the Successor Period 2012 include $9.9 million of certain professional, audit and other fees related to the CCMP Acquisition in April 2012. Costs in 2013 and 2014 relate to certain professional, audit and other fees related to the acquisitions of Mold-Masters, Kortec, TIRAD, and certain other smaller acquisitions. Business combination costs for Corporate in the three months ended March 31, 2014 relate to certain professional, audit and other fees related to the acquisitions of Kortec and TIRAD.

(h) Non-cash fair market value adjustments relate to fair market value (income) / expense adjustments to inventory during the period. In 2010, 2011 and Predecessor Period 2012, Corporate recorded non-cash fair market value adjustments related to inventory of ($0.9) million, ($4.1) million and ($2.2) million, respectively, and Corporate recorded a non-cash fair market value adjustment related to receivables in 2010 of ($1.6) million. In the Successor Period 2012 APPT, MDCS and Fluids recorded $7.0 million, $2.0 million and $0.4 million, respectively, of non-cash expense related to acquisition accounting for the fair value of inventory as part of the CCMP Acquisition in April 2012. Subsequent to March 2013, MDCS recorded $4.8 million of non-cash expense related to acquisition accounting for the fair value of inventory as part of our acquisition of Mold Masters in March 2013.

(i) Other costs within the MDCS segment in 2013 include a charge of $1.6 million related to environmental remediation required for the disposition of a building associated with a European facility.

58

SUPPLEMENTAL FINANCIAL DATA OF MOLD-MASTERS

The following tables set forth certain supplemental financial data as of and for the periods indicated for Mold-Masters. We are presenting the supplemental financial data below in order to provide a view of the longer-term trends of the results of operations of Milacron and Mold-Masters, before and after the acquisition of Mold-Masters in 2013. The consolidated statements of income data and other financial data for the years ended December 31, 2010, 2011 and 2012 and the period from January 1, 2013 to March 28, 2013 were derived from Mold-Masters’ consolidated financial statements not included in this prospectus. The financial statements of Mold-Masters were prepared in accordance with IFRS as adopted by the European Union; however there are no material differences between the presentation below and U.S. GAAP.

	Year ended December 31, 2010 (CAD)			Year ended December 31, 2011 (CAD)			Year ended December 31, 2012 (CAD)			Period from January 1, 2013 to March 27, 2013 (CAD)
(Dollars in millions)
Statements of income:
Sales	$	203.6		$	251.4		$	271.2			$59.3
Cost of sales		100.5			124.2			134.5			28.0
Gross profit		103.1			127.2			136.7			31.3
Other costs and expenses:
Selling and distribution expenses		21.7			23.7			26.7			5.3
General and administrative expenses		49.2			50.0			53.5			52.0
Research and development		6.7			8.1			8.3			2.2
Other (income) loss		(3.5	)		7.9			(4.6	)		3.2
Total other costs and expenses		74.1			89.7			83.9			62.7
Operating earnings (loss)		29.0			37.5			52.8			(31.4	)
Interest expense, net		15.6			10.3			11.5			5.5
Income (loss) before income taxes		13.4			27.2			41.3			(36.9	)
Income tax expense		5.7			6.1			13.6			2.4
Net income earnings (loss)	$	7.7		$	21.1		$	27.7		$	(39.3	)
Statements of cash flow data:
Net cash provided by operating activities	$	40.8		$	35.6		$	48.3		$	(7.7	)
Net cash used in investing activities		(21.7	)		(14.3	)		(19.9	)		(5.1	)
Net cash (used in) provided by financing activities		(21.1	)		(14.6	)		(22.5	)		—
Supplemental data:
Adjusted Net Income(1)	$	27.2		$	44.4		$	47.6		$	6.7
Adjusted EBITDA(1)		58.6			71.6			81.6			16.9
Capital expenditures		14.2			12.3			17.8			2.7

(1) The financial results of Mold-Masters are presented in accordance with IFRS as adopted by the European Union. To supplement this information, we also present the following financial measures for Mold-Masters: Adjusted EBITDA and Adjusted Net Income. For a discussion of and important limitations on these financial measures, see “Non-GAAP Financial Measures.”

59

The following table provides a reconciliation of net earnings (loss), the most comparable IFRS measure, to Adjusted Net Income and to Adjusted EBITDA for the periods presented:

	Year ended December 31, 2010 (CAD)			Year ended December 31, 2011 (CAD)			Year ended December 31, 2012 (CAD)			Period from January 1, 2013 to March 27, 2013 (CAD)
(Dollars in millions)
Net income (loss)	$	7.7		$	21.1		$	27.7		$	(39.3	)
Amortization expense		13.4			13.3			14.2			3.6
Interest swap costs, foreign currency transaction and derivative adj(a)		(3.0	)		6.0			(5.4	)		3.3
Organizational redesign costs(b)		4.1			(0.2	)		3.0			0.3
Long-term equity options and shareholder’s fees(c)		1.6			3.0			2.2			1.2
Acquisition integration costs(d)		0.6			—			1.1			37.6
Professional services(e)		1.6			0.1			3.7			—
Other(f)		1.2			1.1			1.1			—
Adjusted Net Income		27.2			44.4			47.6			6.7
Provision for income taxes		5.7			6.1			13.6			2.4
Interest expense, net		15.6			10.3			11.5			5.5
Depreciation expense		10.1			10.8			8.9			2.3
Adjusted EBITDA	$	58.6		$	71.6		$	81.6		$	16.9

(a) Represents interest swap costs, foreign currency transaction and derivative adjustments, related to non-cash foreign exchange gains (losses) on revaluation of debt and mark-to-market gains (losses) on Mold-Masters’ hedge against currency movements to the Japanese yen as it relates to its exchange commitments, net of cash settlement costs.

(b) Organizational redesign costs include costs related to certain reorganization initiatives and includes severance, advisory and other related costs. In 2012, costs were primarily to reorganize operations in Brazil and discontinue manifold and hot halve manufacturing at that location. In 2011, Brazil restructuring accruals were reduced, offset in part by reorganization costs related to Fused Metals Inc. In 2010, Mold-Masters incurred severance and lease termination costs.

(c) Shareholder costs and non-cash stock based compensation include the non-cash charges associated with stock based compensation awards granted to certain executives and independent directors and also includes management advisory fees paid to the prior equity owner and interim chairman of Mold-Masters.

(d) Acquisition integration costs in 2012 includes $0.5 million of professional and other fees related to merger and acquisitions, including the acquisition of the U.K. Controller division. In 2010, transaction related expenses were associated with the acquisition of ABBA systems.

(e) Professional services represent costs for productivity, efficiency and other one-time projects and costs. In 2013, costs were primarily for professional fees, bonus payments and other costs associated with the sale of Mold-Masters to Milacron. In 2012, costs were primarily for professional and consulting fees including increasing shop floor efficiency, manufacturing batch size optimization and supply chain cost reductions. In 2010, costs were primarily related to professional and tax consulting fees related to the issuance of ordinary and preferred shares and to a working capital improvement project.

(f) Other includes non-cash loss on disposal of fixed assets, non-cash costs related to write-off of abandoned patents and extraordinary cash costs related to certain marketing initiatives.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with “Selected Historical Financial Data of Milacron” and the consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements related to future events and our future financial performance that are based on our current expectations and subject to risks and uncertainties. Our actual results may differ materially from those anticipated by our forward-looking statements as a result of many factors, including those discussed in “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. This discussion covers periods prior to and after the March 27, 2013 close of business acquisition of Mold-Masters. The discussion and analysis of our pre-March 28, 2013 results of historical periods do not reflect the significant impact of the acquisition of Mold-Masters, including without limitation, increased leverage, the impact of purchase accounting and debt service requirements as described in the accompanying financial statements and notes.

Overview

We are a global leader in the manufacture, distribution, and service of highly engineered and customized systems within the plastic technology and processing industry. We serve this market through the following three segments:

• Advanced Plastic Processing Technologies (“APPT”);

• Melt Delivery and Control Systems (“MDCS”); and

• Fluid Technologies (“Fluids”).

Our APPT segment designs, manufactures and sells plastic processing equipment and systems, which include injection molding, blow molding, extrusion and auxiliary systems along with the related parts and service, whereas our MDCS segment designs, manufactures and sells hot runner and process control systems, mold bases and components, and sells maintenance, repair and operating (“MRO”) supplies. Hot runner systems are custom-designed for each product a customer manufactures on an injection molding machine. Our Fluids segment is a global manufacturer of synthetic and semi-synthetic lubricants and coolants.

We are the only global company with a full-line product portfolio that includes hot runner systems, injection molding, blow molding and extrusion equipment. We maintain strong market positions across these products, as well as leading positions in process control systems, mold bases and components, MRO supplies and fluid technology.

Milacron has strong brand recognition with over 150 years of continuous operations. With products sold in over 100 countries across six continents, our established and market driven global footprint is well-positioned to benefit from continued robust industry growth in both developed and emerging markets. Our breadth of products, long history, and global reach have resulted in a large installed base of over 40,000 plastic processing machines and over 140,000 hot runner systems.

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Long-Standing, World Class Brands Supporting our Segments

Brand	Description	Brand Since
	Traditionally associated with injection molding equipment, extrusion equipment, and related aftermarket parts and services. Currently, the Milacron brand name is used across all segments	1860
	Comprehensive line of plastic delivery and precision control systems for injection molding applications	1963
	Blow molding and structured foam equipment for a wide range of applications	1962
	Industrial fluids technology, including synthetic and semi-synthetic lubricants and coolants	1945
	Essential resource for mold technologies, including mold bases, mold components and MRO supplies	1942
	High precision custom mold plates, bases and components for injection molds and special machining	1993
	Designs, engineers, builds and sells injection molding equipment in Europe	1973

Our strategy is designed to maximize revenue from consumable products across the life of a machine, while offering plastic technology solutions to a broad customer base. Management estimates that the value of available consumables revenue across the life of a machine is one to four times the cost of a machine. This strategy has shifted our revenue and earnings model to be more heavily weighted towards consumables, which comprise the majority of revenue from our plastic processing related APPT and MDCS segments on a combined basis for the years ended December 31, 2013 and 2014. The consumables portion of our APPT and MDCS segments consists of: (1) machine aftermarket parts and service which are required annually, (2) hot runner systems and mold bases which are required each time new plastic parts are designed and existing plastic parts are redesigned, and (3) upgrades and overhauls which occur as customers decide to improve the performance or extend the life of their machines. Upon a customer’s decision to replace a machine, we can repurchase the existing machine and sell it as a certified pre-owned machine. All of our sales in our Fluids segment are considered to be consumable and, when combined with our APPT and MDCS consumable product lines, consumables accounted for 61% of total 2014 sales and 64% of our sales for the three months ended March 31, 2015, a percentage which we believe will increase as we capture more of our customers’ spend on consumable products through our lifecycle sales approach.

We have over 27,000 customers globally, made up of many blue-chip and Fortune 500 companies including OEMs, molders and mold-makers. Our customer base covers a wide range of end market applications including packaging, automotive, medical, construction, consumer goods and electronics. Our sales are geographically diversified, with 52% in North America, 21% in Europe, 9% in China, 7% in India and 11% in the rest of the world for 2014.

Global population growth, coupled with continued urbanization, increased purchasing power and improved lifestyle in emerging markets has resulted in greater demand for a broad range of finished plastic products in many segments of the economy, including automotive, construction and consumer products. We believe that our strong global presence positions us well to capture a portion of this growth. Milacron has made

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significant investments in China and India in order to capitalize on the high projected growth rates of the plastic business in these markets. We plan to continue to expand our manufacturing capabilities while also increasing our technical, marketing and sales efforts. In Central and South America, Southeast Asia and Eastern Europe, we are building capabilities and working on creating new relationships to support this growth. We also continue to strategically reorganize our manufacturing base in order to shift resources to high growth geographic markets.

Recent Acquisitions

Milacron has broadened its portfolio significantly through a series of strategic acquisitions targeted to strengthen its product offering by expanding its consumable products line, improving product technology and enhancing manufacturing capabilities.

ACQUISITION	CLOSING DATE	GEOGRAPHIES / (SEGMENTS)	END MARKETS	COMMENTARY
	3/27/2013	Global (MDCS)	•    Electronics •    Medical •    Personal Care •    Housewares •    Packaging •    Global Vehicle	•    Leading hot-runner and process control systems manufacturer •    Strengthens our market leadership in the plastic processing industry through technologically advanced products •    Increases our sales from recurring consumable products •    Geographical diversification into higher growth emerging markets •    Provides a strong market position in a high-margin segment of the business
	2/28/2014	Americas EMEA Asia (APPT)	•    Beverages •    Foods •    Closures	•    Global supplier of co-injection systems to the plastic and packaging industries •    Systems are used throughout the world to produce high-barrier multi-layer containers featuring three-layer construction that optimize clarity and strength •    Provides increased net sales from fully-integrated turn-key co-injection barrier systems, while leveraging equipment, hot-runner and other products
	4/30/2014	Europe (MDCS)	•    Medical •    Packaging •    PET	•    Leading supplier of non-standardized mold bases to the injection molding industry, specializing in the production of high precision custom mold plates, bases, and components •    Advanced facility is well known for high-end machining work •    Allows expansion of offering of non-standard mold bases to Europe and creates a center of excellence for precision machining in Eastern Europe

In addition, Milacron purchased American Extrusion Services (“AES”) in December 2013 and Industrial Machine Sales and Precision Plastics Machinery (“IMSI”) in February 2014. AES offers efficient and effective extrusion machine and gearbox repair. This acquisition facilitates the unification, standardization and growth of the gearbox repair business across our APPT segment’s aftermarket business. IMSI specializes in the application engineering of primary plastic processing and support systems for many operations within our APPT segment,

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including injection molding, extrusion and blow molding, and the sale of auxiliaries. IMSI rebuilds and sells used machines to enable the launch of our certified pre-owned offering. These acquisitions strengthen our ability to support our customers through the entire life cycle of their equipment.

Key Drivers of our Businesses

Milacron’s strategy is focused on growing revenue and operating profits through selective initiatives that leverage our market position, geographic footprint and core competencies. Management expects, in the near term, profitability will be driven by both revenue growth and margin expansion. Management expects that revenue growth will come from underlying market growth in our key segments, geographic expansion of certain product lines, and incremental share gain from new products. New products are focused on solidifying our current market position, expanding our addressable market and expanding the market through the introduction of technology that displaces other materials, primarily metal and glass. Operating margin expansion is expected to result from active cost reduction initiatives focused on leveraging our geographic footprint that will allow us to consolidate manufacturing capacity, sales offices and call centers on a regional basis, and shift certain back-office functions from a decentralized local structure to a low-cost country global shared service center model.

Cost Reduction Initiatives

Milacron’s organizational redesign and cost reduction initiatives are in the process of being implemented and are expected to yield approximately $30.0 million of run-rate annual cost savings by the end of 2017. In 2014, Milacron incurred approximately $13 million of one-time costs related to these projects and expects to incur approximately $24 million of additional costs related to these projects in 2015. During the three months ended March 31, 2015, approximately $5 million of costs were incurred related to these projects. See “Risk Factors—Risks Related to our Business and Industry—Our results also depend on the successful implementation of several additional strategic initiatives. We may not be able to implement these strategies successfully, on a timely basis, or at all.”

Advanced Plastic Processing Technologies

The key factors affecting our APPT segment results include demand for plastic processing machinery, capacity and capital investment, raw material inputs and cost structure.

Demand. Increased demand in the plastic processing machinery industry is expected to be driven by the overall expected rise in plastic processing, increasing equipment age and continuing advances in technology, such as the shift to higher-end equipment as plastic processors seek to reduce their operating costs and produce higher quality products.

Capacity and Capital Investment. Our capital expenditures in our APPT business increased from $15.4 million in 2013 to $22.9 million in 2014. Over $10 million, or approximately 44%, of our total capital spend for this business in 2014 was related to capacity expansion for the production of plastic processing equipment.

Raw Material Inputs. In order to secure our supply needs, we have developed a global network of reliable, low-cost suppliers. We sourced approximately 24% of our components and materials from suppliers located in low cost countries in 2014 and are working toward increasing this percentage. We source certain components from third-party suppliers and continually review our costs to determine whether to outsource. Prior to sourcing from third-party suppliers, we evaluate the supplier’s management capabilities and, where necessary, product quality and performance. Steel, which we source both directly and indirectly through our component suppliers, is the primary material used in our products and represented approximately 32% of total material costs in 2014 globally. We do not enter into derivative financial instruments to hedge our commodity price risk and currently do not have a significant number of long-term supply contracts with key suppliers. We estimate that approximately $8 million to $10 million of annual run-rate cost-savings will be realized by the end of 2015 from ongoing low cost country sourcing initiatives and other third-party supplier cost reduction projects.

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Cost Structure. Management continues to focus on optimizing our global manufacturing and back-office infrastructure to maximize operating efficiencies and minimize fixed cost structure.

Melt Delivery and Control Systems

The key factors affecting our MDCS segment results include demand for hot runner systems and hot halves, capacity and capital investment, raw material inputs and cost structure.

Demand. Consistent with historical periods, according to Interconnection Consulting, the hot runner market is expected to grow faster than the overall global economy based on macro-economic drivers involving product life cycles, demographics, technology conversion and greater use of plastic. Demand within the hot runner market is driven more by the frequency of product design changes and model refreshes than by end product volume, because hot runner systems are typically custom ordered for each new product mold, representing a critical factor in the market’s resiliency during economic cycles.

Capacity and Capital Investment. Capital expenditures in our MDCS segment increased from $11.7 million in 2013 to $15.8 million in 2014. Approximately $6.0 million of capital spending in 2014 was related to capacity expansion for the production of hot runner systems and related products; specifically, increased manifold and component production in Asia in addition to incremental component capacity in North America. As a result of, and to date since the acquisition of Mold-Masters, Milacron has realized total savings of approximately $8.4 million through multiple synergy initiatives including the in-sourcing of custom mold bases, the in-sourcing of hot runner machining work at Mold-Masters’ facilities in regions that were previously supplied by third-party vendors, elimination of redundant headcount, and reduction in other general and administrative expenses. On a go forward basis, we expect annual run-rate savings in excess of $7.0 million.

Raw Material Inputs. Steel is the primary raw material input for our MDCS segment. Although long-term contracts with steel suppliers are not typical, our business has purchase order commitments for a portion of our annual spend of higher-volume grades of steel. These purchase orders extend an average of three to six months, with prices negotiated annually. This allows us to forecast our costs in the MDCS segment and, given the short lead time between the initial request for a quotation and the finalized design, we have historically been able to pass along price changes, accordingly.

Cost Structure. Our MDCS business is focused on controlling its cost structure by increasing low cost country sourcing in addition to establishing comprehensive operations in India for applications engineering and the consolidation of several back office support functions within our shared services center.

Fluid Technologies

The key factors affecting our Fluids segment results include demand for metalworking fluids, capacity and capital investment and raw material inputs.

Demand. Demand for industrial fluids is closely tied to demand for metal products, which are produced on metalworking machinery through cutting, stamping and other processes. As industrial production and demand for metalworking machinery grows, manufacturers will require increased amounts of high-quality coolants, lubricants and cleaners to maximize productivity and extend the life of equipment and tooling. Market trends indicate higher technology fluids demand due to environmental and health concerns and as more exotic metals become more prevalent.

Capacity and Capital Investment. We believe we are able to leverage our core technologies in higher growth regions with minimal capital investment. As of December 31, 2014, our net sales of our Fluids segment in Asia have increased 196.1% since 2007. Global capital spending for our Fluids segment was $1.8 million for the

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year ended December 31, 2014 and $2.1 million for the year ended December 31, 2013. Capital investment was made in 2012 to triple capacity at our China facility to meet the growing demand for our premium metalworking fluids in the region, primarily from the automotive, aerospace and electronics end markets. We believe our focus on expanding our Fluids segment will ultimately drive higher overall sales growth and improved margins, particularly as it comprises a greater proportion of our total sales.

Raw Material Inputs. Many of the raw materials in our industrial fluids are derivatives of petroleum or natural gas. As a result, fluctuations in commodity-based pricing may impact the cost of these materials. We manage the impact of raw material cost increases through sales pricing adjustments, but we may be impacted by a delay in implementing these adjustments throughout our distribution network. In addition, due to the specialty nature of our products, some of our raw materials have few sources, and we may be impacted by disruptions to supply. Where possible, we seek alternative sources and, in some situations, we are able to reformulate product with alternative materials without impacting performance, environmental, or health and safety features.

New Orders and Backlog

New orders represent the value of incoming purchase orders received for a period of time that may or may not have been shipped during the period. New orders are counted once we verify acceptance of price and terms and verify the credit history and references. New orders in 2014 were $1,230.4 million, an increase of $154.4 million, or 14.3%, compared to $1,076.0 million in 2013. New orders for the three months ended March 31, 2015 were $298.6 million, an increase of $9.2 million, or 3.2%, compared to $289.4 million for the three months ended March 31, 2014. The increase in new orders includes strong growth in our APPT North American equipment and aftermarket businesses as well as growth in our MDCS European mold-component and Fluids businesses. Growth includes $25.2 million of new orders associated with businesses acquired during 2014. Unfavorable foreign currency translation effects decreased new orders by $11.8 million when compared to average exchange rates in 2013.

Backlog represents the value of unfilled orders as of the applicable date. These unfilled orders are supported by a valid purchase order and price, terms and credit have been approved by us. Our backlog of unfilled orders at December 31, 2014 was $227.9 million, an increase of $26.8 million, or 13.3%, compared to $201.1 million at December 31, 2013. Our backlog of unfilled orders at March 31, 2015 was $241.4 million, an increase of $14.7 million, or 6.5%, compared to $226.7 million at March 31, 2014. Growth in our backlog reflects higher levels of capital and consumable spending within our customer base. All of our backlog is expected to be filled within the current fiscal year and there are no seasonal or other aspects of the backlog that would impact filling the orders.

Backlog of confirmed orders for equipment within the APPT business is tracked on a monthly basis. Lead times can vary significantly depending on the type and size of machine. Backlog within our MDCS businesses is relatively stable, as mold bases and hot runner systems have a short lead time from receipt of order to shipment with a global average of six to eight weeks; whereas spare parts sales of standard products are typically in stock and shipped with very little lead time. Backlog is adjusted on a monthly basis for currency fluctuations, which may be material. We do not track backlog in our Fluids segment as most orders are filled with minimal lead time.

Description of Key Line Items

Sales

We generate our sales primarily from the sale of plastic processing equipment, hot runner systems, mold assemblies, process control systems, mold bases and components, maintenance, repair and operating supplies, aftermarket services and parts, and industrial fluids. Sales are recorded net of volume discounts and rebates and are recognized when persuasive evidence of an arrangement exists, legal title has passed and the risks and rewards of ownership are transferred, the sales price is fixed and determinable, all significant contractual obligations have been satisfied and collectability of the sales price is reasonably assured.

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We offer volume discounts and rebates to certain customers and distributors which are reported as a reduction to sales revenue. Due to our international operations a significant portion of our sales are incurred in foreign currencies.

Cost of Sales

Cost of sales includes direct and indirect costs to manufacture, procure and ship products sold and recognized as sales revenue. Cost of sales primarily relates to materials used in the manufacturing process, engineering and manufacturing labor, and manufacturing, warehousing, delivery and facility costs. The principal methods of determining parts and material costs are average or standard costs, which approximate the first-in, first-out method. Due to our international operations a significant portion of our cost of goods sold is incurred in foreign currencies.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist of salaries and benefits for our sales, marketing, management and administrative personnel, professional fees, expenses relating to certain IT systems and bonuses and share-based compensation. After the consummation of this offering we expect to incur additional legal, accounting and other expenses in connection with being a public company. We also expect to see an increase in our stock-based compensation expense with the establishment of a new equity plan.

Loss (Gain) on Currency Translation

As a global business, we are exposed to changes in foreign currency exchange rates. Our most significant exposure relates to the Canadian dollar from an intercompany advance associated with the acquisition of Mold-Masters. We are also exposed to foreign currency exchange rate risk where we purchase supplies or sell products in currencies other than our local operations’ functional currency.

Other Expense, Net

Other expense, net relates primarily to losses of $2.9 million on the early extinguishment of debt pursuant to the 2014 redemption of a portion of our Senior Secured Notes.

Business Combination Costs

Business combination costs include primarily legal fees and advisory services incurred in conjunction with our acquisitions. Acquisition related costs are expensed as incurred.

Income Tax Expense

Income tax expense consists of federal, state and local taxes based on income in multiple jurisdictions. Our income tax expense is impacted by the pre-tax earnings in jurisdictions with varying tax rates and any related foreign tax credits that may be available to us. Our current and future provision for income taxes will vary from statutory rates due to the impact of valuation allowances in certain countries, income tax incentives, certain non-deductible expenses, withholding taxes and other discrete items. Furthermore, as a result of the CCMP Acquisition in 2012 and other acquisitions since 2012, we have significant book and tax accounting differences which impact the amount of deferred taxes.

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Results of Operations

Comparison of the Three Months Ended March 31, 2015 and 2014

The following table sets forth certain financial information for the three months ended March 31, 2015 and 2014, and should be read in conjunction with our historical unaudited financial statements and the notes thereto. Our historical results of operations set forth below and elsewhere may not reflect what will occur in the future.

(Dollars in millions)	Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
Sales	$	280.3		$	279.2
Cost of sales		181.4			181.3
Manufacturing margins		98.9			97.9
Operating expenses:
Selling, general and administrative expenses		65.4			66.2
Amortization expense		10.9			9.4
Loss on currency translation		6.5			11.2
Other expense, net		0.8			3.7
Total operating expenses		83.6			90.5
Operating earnings		15.3			7.4
Interest expense, net		19.4			18.4
(Loss) earnings before income taxes		(4.1	)		(11.0	)
Income tax expense		4.2			4.9
Net loss		(8.3	)		(15.9	)
Less: Net loss attributable to the noncontrolling interest		0.1			—
Net earnings (loss) attributable to Milacron Holdings Corp.	$	(8.2	)	$	(15.9	)

Sales

Sales for the three months ended March 31, 2015 were $279.2 million compared to $280.3 million for the three months ended March 31, 2014, a decrease of $1.1 million, or 0.4%. Sales in the first quarter of 2015 benefited from growth in APPT and MDCS business segments offset by $19.0 million of unfavorable foreign currency translation effects compared to the first quarter of 2014.

The following table sets forth our sales by segment for the periods presented:

(Dollars in millions)	Three Months Ended March 31, 2014		Three Months Ended March 31, 2015
Sales by segment:
Advanced Plastic Processing Technologies	$	152.0	$	151.4
Melt Delivery and Control Systems		96.6		99.4
Fluid Technologies		31.7		28.4
Total	$	280.3	$	279.2

Sales for our APPT segment for the three months ended March 31, 2015 were $151.4 million, compared to $152.0 million for the three months ended March 31, 2014, a decrease of $0.6 million, or 0.4%. Sales benefited from growth in North America and India equipment sales offset by unfavorable foreign currency translation effects of $6.0 million compared to average exchange rates for the first quarter of 2014.

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Sales for our MDCS segment for the three months ended March 31, 2015 were $99.4 million compared to $96.6 million for the three months ended March 31, 2014, an increase of $2.8 million, or 2.9%. Sales growth was driven by an increase in hot runner systems and mold assemblies in North America and Asia and an increase in new products, including E-Multi, in each region. Unfavorable foreign currency translation effects decreased sales by $10.0 million compared to average exchange rates for the first quarter of 2014.

Sales for our Fluids segment for the three months ended March 31, 2015 were $28.4 million, compared to $31.7 million for the three months ended March 31, 2014, a decrease of $3.3 million, or 10.4%. Sales in the European automotive market and all markets in Canada were higher than last year, despite the slowdown in the oil and gas industry, offset by slower automotive and heavy equipment markets in the United States and Asia. Unfavorable foreign currency translation effects decreased sales by $3.0 million compared to average exchange rates for the first quarter of 2014.

Cost of Sales

Cost of sales for the three months ended March 31, 2015 was $181.3 million, compared to $181.4 million for the three months ended March 31, 2014, a decrease of $0.1 million, or 0.1%.

Manufacturing Margin

Our manufacturing margin (or gross margin) for the three months ended March 31, 2015 was $97.9 million, compared to $98.9 million for the three months ended March 31, 2014, a decrease of $1.0 million, or 1.0%.

The manufacturing margin as a percent of sales for the three months ended March 31, 2015 was 35.1% compared to 35.3% for the three months ended March 31, 2014. Manufacturing margins in 2015 were relatively flat compared to 2014 with a slight improvement in APPT offset by slightly lower margins in MDCS and Fluids.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2015 were $66.2 million compared to $65.4 million for the three months ended March 31, 2014, an increase of $0.8 million, or 1.2%. Selling, general and administrative expense increased for trade show expenses in North America and India, costs incurred related to preparing for this offering and organizational redesign costs offset by lower variable selling expense and the benefit of cost management initiatives.

Amortization Expense

Amortization expense related to intangible assets for the three months ended March 31, 2015 was $9.4 million compared to $10.9 million for the three months ended March 31, 2014, a decrease of $1.5 million or 13.8%. The decrease is primarily related to accelerated amortization methods on intangible assets subject to amortization as well as favorable foreign currency translation effects.

Loss on Currency Translation

Loss on currency translation for the three months ended March 31, 2015 was $11.2 million compared to $6.5 million for the three months ended March 31, 2014, an increase of $4.7 million or 72.3%. The losses primarily relate to the translation impact on intercompany advances related to the Canadian dollar associated with the acquisition of Mold-Masters. We are also exposed where we purchase supplies or sell products in currencies other than our local operation’s functional currency.

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Other Expense, Net

Other expense for the three months ended March 31, 2015 was $3.7 million compared to $0.8 million of expense for the three months ended March 31, 2014, an increase of $2.9 million. The increase was principally driven by expenses incurred in conjunction with our organizational redesign initiatives in Europe, primarily costs incurred to move our Belgium warehouse to the Czech Republic.

Operating Earnings

Operating earnings for the three months ended March 31, 2015 were $7.4 million compared to $15.3 million for the three months ended March 31, 2014, a decrease of $7.9 million, or 51.6%. The decrease is mainly attributable to larger losses from currency translation, increases in expenses related to the trade shows, professional services related to this offering and other costs incurred related to our organizational redesign initiatives.

Interest expense, Net

Interest expense, net of interest income, for the three months ended March 31, 2015 was $18.4 million compared to $19.4 million for the three months ended March 31, 2014, a decrease of $1.0 million, or 5.2%. The decrease was primarily due to write-off of deferred financing costs in the first quarter of 2014 related to the incremental borrowing on the senior secured term loan facility due 2020 and redemption of a portion of our Senior Secured Notes in the second quarter of 2014.

Income Tax Expense

Income tax expense for the three months ended March 31, 2015 was $4.9 million compared to $4.2 million for the three months ended March 31, 2014, an increase of $0.7 million. Income tax expense for both periods was primarily due to earnings in jurisdictions paying cash taxes or where utilization of deferred tax assets was not offset by reversal of valuation allowances. The increase in income tax expense in 2014 was primarily related to the increase in earnings before income taxes. In addition, income tax expense in 2013 included a benefit of $3.2 million related to the impact of a three-year reduced statutory tax rate at one of our non-U.S. subsidiaries.

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Comparison of the Years Ended December 31, 2014 and 2013

The following table sets forth certain financial information for the years ended December 31, 2014 and 2013, and should be read in conjunction with our historical audited financial statements and the notes thereto included elsewhere in this prospectus. Our historical results of operations set forth below and elsewhere may not reflect what will occur in the future.

(Dollars in millions)	Year ended December 31, 2013			Year ended December 31, 2014
Sales	$	1,028.8		$	1,211.3
Cost of sales		689.1			792.3
Manufacturing margins		339.7			419.0
Operating expenses:
Selling, general and administrative expenses		223.4			266.9
Business combination costs		2.9			1.1
Amortization expense		47.6			44.2
Loss on currency translation		10.4			16.3
Other expense, net		1.1			8.8
Total operating expenses		285.4			337.3
Operating earnings		54.3			81.7
Interest expense, net		70.1			74.6
(Loss) earnings before income taxes		(15.8	)		7.1
Income tax expense		8.9			22.0
Net loss		(24.7	)		(14.9	)
Less: Net loss attributable to the noncontrolling interest		0.1			0.1
Net loss attributable to Milacron Holdings Corp.	$	(24.6	)	$	(14.8	)

Sales

Sales for the year ended December 31, 2014 were $1,211.3 million compared to $1,028.8 million for the year ended December 31, 2013, an increase of $182.5 million, or 17.7%. Sales in 2014 benefited from an incremental $87.5 million related to a full year effect of prior year acquisitions, in addition to market growth in our North American and Indian equipment businesses, primarily the automotive end market segment. Additionally, sales benefited from increased volume within our APPT segment and $31.2 million of sales related to businesses acquired during 2014. Unfavorable foreign currency translation effects reduced sales by $12.2 million compared to average exchange rates for 2013.

The following table sets forth our sales by segment for the periods presented:

(Dollars in millions)	Year ended December 31, 2013		Year ended December 31, 2014
Sales by segment:
Advanced Plastic Processing Technologies	$	580.1	$	675.8
Melt Delivery and Control Systems		320.5		406.7
Fluid Technologies		128.2		128.8
Total	$	1,028.8	$	1,211.3

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Sales for our APPT segment for the year ended December 31, 2014 were $675.8 million, compared to $580.1 million for the year ended December 31, 2013, an increase of $95.7 million, or 16.5%. Sales in 2014 benefited from market growth in North America through increased sales in the automotive and appliances/housewares end markets, market growth in Indian equipment businesses and $23.4 million of sales related to businesses acquired in 2014. Sales in our European equipment business decreased slightly. Unfavorable foreign currency translation effects decreased sales by $4.6 million compared to average exchange rates 2013.

Sales for our MDCS segment for the year ended December 31, 2014 were $406.7 million compared to $320.5 million for the year ended December 31, 2013, an increase of $86.2 million, or 26.9%. Sales in 2014 include a full year effect of prior year acquisitions and $7.8 million related to partial year impact of recent acquisitions. Unfavorable foreign currency translation effects decreased sales by $7.1 million compared to average exchange rates for 2013. In 2014, MDCS recognized increases in sales from both new products, including E-Multi and Fusion for the automotive market, in addition to sales growth from geographic expansion, particularly India and North America.

Sales for our Fluids segment for the year ended December 31, 2014 were $128.8 million, compared to $128.2 million for the year ended December 31, 2013, an increase of $0.6 million, or 0.5%. Sales growth was primarily in our European business partially offset by a decrease in the North American business from 2013. Unfavorable foreign currency translation effects decreased sales by $0.5 million compared to average exchange rates 2013.

Cost of Sales

Cost of sales for the year ended December 31, 2014 was $792.3 million compared to $689.1 million for the year ended December 31, 2013, an increase of $103.2 million, or 15%, primarily due to increased sales volumes.

Manufacturing Margin

Our manufacturing margin (or gross margin) for the year ended December 31, 2014 was $419.0 million compared to $339.7 million for the year ended December 31, 2013, an increase of $79.3 million or 23.3%. The manufacturing margin in 2014 reflects an incremental $56.2 million related to the full year effect of prior year acquisitions in addition to the effect of higher sale volumes, material cost savings and efficiency savings partially offset by competitive pricing pressure, some higher manufacturing-related costs and the effect of foreign currency translation.

The manufacturing margin as a percent of sales for the year ended December 31, 2014 was 34.6% compared to 33.0% for the year ended December 31, 2013. The change was due to material cost savings, higher manufacturing capacity utilization, and a full year effect of higher margin sales. These improvements were partially offset by the impact of mix in our sales portfolio as APPT sales increased over the same period from the prior year and carry a lower margin. Additionally, margins were negatively impacted by competitive pricing pressures on sales, higher manufacturing-related costs and foreign currency translation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31, 2014 were $266.9 million compared to $223.4 million for the year ended December 31, 2013, an increase of $43.5 million or 19.5%. The increase is primarily driven by an incremental $20.5 million related to the full year effect of prior year acquisitions, along with higher variable sales expenses related to sales growth, higher costs related to investments in our sales and service capabilities, the development of our global sourcing, human resource and executive management teams and other costs incurred related to preparing for this offering and organizational redesign.

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Business Combination Costs

Business combination costs for the year ended December 31, 2014 were $1.1 million compared to $2.9 million for the year ended December 31, 2013, net of a $2.2 million gain on a foreign currency hedge related to the acquisition of Mold-Masters, a decrease of $1.8 million or 62.1%. Acquisition related costs are expensed as incurred.

Amortization Expense

Amortization expense related to intangible assets for the year ended December 31, 2014 was $44.2 million compared to $47.6 million for the year ended December 31, 2013, a decrease of $3.4 million or 7.1%. While amortization expense includes a full year of amortization on the intangible assets related to the acquisition of Mold-Masters and the partial year effect for other acquisitions completed in 2014, the increase is offset by favorable foreign currency translation effects.

Loss on Currency Translation

Loss on currency translation for the year ended December 31, 2014 was $16.3 million compared to $10.4 million for the year ended December 31, 2013, an increase of $5.9 million or 56.7%. The losses primarily relate to the translation impact on intercompany advances related to the Canadian dollar associated with the acquisition of Mold-Masters. We are also exposed where we purchase supplies or sell products in currencies other than our local operation’s functional currency.

Other Expense, Net

Other expense for the year ended December 31, 2014 was $8.8 million compared to expense of $1.1 million for the year ended December 31, 2013, an increase of $7.7 million, or 700.0%. The increase was primarily driven by $2.9 million of losses on the early extinguishment of debt pursuant to paying down a portion of our Senior Secured Notes.

Operating Earnings

Operating earnings for the year ended December 31, 2014 were $81.7 million compared to $54.3 million for the year ended December 31, 2013, an increase of $27.4 million or 50.5%. The increase partially is attributable to the inclusion of the results of prior year acquisitions, in addition to margin improvements related to higher sale volumes, material cost savings and lower business combination expenses. These improvements were offset in part by increased variable sales expense, debt extinguishment losses, and investments in sales and service capabilities and in our global leadership team, higher manufacturing-related expenses and acquisition integration activities.

Interest Expense, Net

Interest expense, net of interest income, for the year ended December 31, 2014 was $74.6 million compared to $70.1 million for the year ended December 31, 2013, an increase of $4.5 million or 6.4%. The increase was primarily due to a full year’s effect of the incremental incurred debt in connection with the acquisition of Mold-Masters. The effect of increasing our senior secured term loan facility due 2020 and paying down a portion of our Senior Secured Notes was not material.

Income Tax Expense

Income tax expense for the year ended December 31, 2014 was $22.0 million compared to $8.9 million for the year ended December 31, 2013, an increase of $13.1 million, or 147.2%. Income tax expense for both periods was primarily due to earnings in jurisdictions paying cash taxes or where utilization of deferred tax assets

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was not offset by reversal of valuation allowances. The increase in income tax expense in 2014 was primarily related to the increase in earnings before income taxes. In addition, income tax expense in 2013 included a benefit of $3.2 million related to the impact of a three-year reduced statutory tax rate at one of our non-U.S. subsidiaries.

Year Ended December 31, 2013 compared to Successor Period 2012 and Predecessor Period 2012

The following table sets forth certain financial information for the year ended December 31, 2013, the Successor Period 2012 and the Predecessor Period 2012, and should be read in conjunction with our historical audited financial statements and notes thereto included elsewhere in this prospectus. Our historical financial statements for the periods prior to the acquisition of Mold-Masters in March 2013 may not be comparable to our financial statements for periods following such acquisition. Additionally, in April 2012, CCMP, together with members of our management formed Milacron Holdings and, through Milacron Holdings, acquired all of the capital stock of Milacron Intermediate Holdings. Milacron in all periods prior to May 2012 is referred to as “Predecessor,” and in all periods including and after such date is referred to as “Successor.” As a result of acquisition accounting adjustments associated with the CCMP Acquisition, the consolidated financial statements for all Successor periods may not be comparable to those of the Predecessor Period.

	Predecessor			Successor
	Period from January 1 to April 30, 2012			Period from May 1 to December 31, 2012			Year ended December 31, 2013
(Dollars in millions)
Sales	$	260.7		$	571.7		$	1,028.8
Cost of sales		181.5			423.3			689.1
Manufacturing margins		79.2			148.4			339.7
Operating expenses:
Selling, general and administrative expenses		55.6			104.9			223.4
Business combination costs		8.8			9.9			2.9
Officer severance costs		—			6.2			—
Amortization expense		0.4			24.9			47.6
Loss (gain) on currency translation		(0.4	)		(0.1	)		10.4
Other expense (income), net		0.4			(0.6	)		1.1
Total operating expenses		64.8			145.2			285.4
Operating earnings		14.4			3.2			54.3
Interest expense, net		11.8			20.7			70.1
(Loss) earnings before income taxes		2.6			(17.5	)		(15.8	)
Income tax expense		2.4			3.5			8.9
Net (loss) earnings		0.2			(21.0	)		(24.7	)
Less: Net loss (earnings) attributable to the noncontrolling interest		0.1			(0.2	)		0.1
Net earnings (loss) attributable to Milacron Holdings Corp.	$	0.3		$	(21.2	)	$	(24.6	)

Sales

Sales for the year ended December 31, 2013, Successor Period 2012 and Predecessor Period 2012 were $1,028.8 million, $571.7 million and $260.7 million, respectively. The increase in 2013 included sales of $208.1 million contributed from the acquisition of Mold-Masters. Sales in 2013 also benefited from new customer accounts, a full year’s effect of shorter lead times in our North America equipment businesses and higher volumes in Asia.

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The following table sets forth our sales by segment for the year ended December 31, 2013, the Successor Period 2012 and the Predecessor Period 2012:

	Predecessor		Successor
(Dollars in millions)	Period from January 1 to April 30, 2012		Period from May 1 to December 31, 2012		Year ended December 31, 2013
Sales by segment:
Advanced Plastic Processing Technologies	$	177.9	$	407.2	$	580.1
Melt Delivery and Control Systems		38.9		76.1		320.5
Fluid Technologies		43.9		88.4		128.2
Total	$	260.7	$	571.7	$	1,028.8

Sales for our APPT segment for the year ended December 31, 2013 were $580.1 million compared to $407.2 million for the Successor Period 2012 and $177.9 million for the Predecessor Period 2012. Sales in 2013 were favorably influenced by shortened delivery lead times for North America, growth in aftermarkets and higher sales in Europe. These benefits were primarily offset by lower blow molding sales and by unfavorable currency translation effects of $2.7 million compared to average exchange rates in 2012.

Sales for our MDCS segment for the year ended December 31, 2013 were $320.5 million compared to $76.1 million for the Successor Period 2012 and $38.9 million for the Predecessor Period 2012. Sales in 2013 included sales of $208.1 million contributed from the acquisition of Mold-Masters and favorable foreign currency translation effects of $0.1 million compared to average exchange rates in 2012.

Sales for our Fluids segment for the year ended December 31, 2013 were $128.2 million compared to $88.4 million for the Successor Period 2012 and $43.9 million for the Predecessor Period 2012. While sales in the aerospace, electrical, appliance and medical industries grew in 2013, there was a slight contraction in automotive and heavy equipment. Sales also increased in Europe and benefited from favorable foreign currency translation effects of $2.3 million compared to average exchange rates in 2012.

Cost of Sales

Cost of sales for the year ended December 31, 2013 was $689.1 million compared to $423.3 million for the Successor Period 2012 and $181.5 million for the Predecessor Period 2012. The increase was due primarily to the acquisition of Mold-Masters in March 2013.

Manufacturing Margins

Our manufacturing margins for the year ended December 31, 2013 were $339.7 million compared to $148.4 million for the Successor Period 2012 and $79.2 million for the Predecessor Period 2012. Improvements in manufacturing margins include $97.9 million contributed from the acquisition of Mold-Masters, benefits from our production efficiency projects and material cost saving projects, partially offset by a full year’s effect of the CCMP Acquisition’s acquisition accounting on inventory sold and on plant and equipment depreciation.

The manufacturing margin ratio as a percent of sales for the year ended December 31, 2013 was 33.0% compared to 26.0% for the Successor Period 2012 and 30.4% for the Predecessor Period 2012. The improved ratio resulted from product cost reductions, pricing discipline and process efficiencies along with the change in mix of our portfolio related to higher margin products at Mold-Masters. These improvements were partially offset by the impact of purchase accounting for the acquisition of Mold-Masters and the CCMP Acquisition in April 2012 on inventory sold and on plant and equipment depreciation.

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Selling, General and Administrative Expense

Selling, general and administrative expenses for the year ended December 31, 2013 were $223.4 million compared to $104.9 million for the Successor Period 2012 and $55.6 million for the Predecessor Period 2012. The increase in 2013 includes $47.3 million contributed from Mold-Masters.

Business Combination Costs

Business combination costs for the year ended December 31, 2013 were $2.9 million compared to $9.9 million for the Successor Period 2012 and $8.8 million for the Predecessor Period 2012. The 2013 transaction costs were related to the acquisition of Mold-Masters, net of a $2.2 million gain on a foreign currency hedge related to the acquisition of Mold-Masters. In 2012, transaction costs were associated with the CCMP Acquisition in April 2012. Acquisition related costs are expensed as incurred.

Officer Severance Costs

Officer severance costs were $6.2 million in the Successor Period 2012 related to executive officer termination costs.

Amortization Expense

Amortization expense related to intangible assets for the year ended December 31, 2013 was $47.6 million compared to $24.9 million for the Successor Period 2012 and $0.4 million for the Predecessor Period 2012. The increase is primarily related to the intangible assets acquired as part of the acquisition of Mold-Masters and to the full year effect from the CCMP Acquisition in April 2012.

Loss on Currency Translation

Loss on currency translation for the year ended December 31, 2013 was $10.4 million compared to a gain of $0.1 million for the Successor Period 2012 and a gain of $0.4 million for the Predecessor Period 2012. The loss in 2013 primarily relates to translation impact on the intercompany advances related to the Canadian dollar associated with the acquisition of Mold-Masters. We are also exposed where we purchase supplies or sell products in currencies other than our local operation’s functional currency.

Other Expense (Income), Net

Other expense (income), net for the year ended December 31, 2013 was $1.1 million compared to income of $0.6 million for the Successor Period 2012 and expense of $0.4 million for the Predecessor Period 2012. In 2013, other expense included the write-down of idled equipment, reorganization costs and miscellaneous expenses, offset in part by the sale of scrap.

Operating Earnings

Operating earnings for the year ended December 31, 2013 was $54.3 million compared to $3.2 million for the Successor Period 2012 and $14.4 million for the Predecessor Period 2012. In 2013, operating earnings improved primarily due to the acquisition of Mold-Masters as the increased sales volumes generated growth in manufacturing margins, offset in part by higher selling, general and administrative costs and intangible asset amortization.

Interest Expense, Net

Interest expense, net of interest income, for the year ended December 31, 2013 was $70.1 million compared to $20.7 million for the Successor Period 2012 and $11.8 million for the Predecessor Period 2012. The 2013 increase in was primarily due to higher levels of debt related to the acquisition of Mold-Masters, a full year’s effect of the CCMP Acquisition in April 2012 and related debt commitment costs.

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Income Tax Expense

Income tax expense for the year ended December 31, 2013 was $8.9 million compared $3.5 million for the Successor Period 2012 and $2.4 million for the Predecessor Period 2012. Income tax expense for both periods was primarily due to earnings in jurisdictions paying cash taxes or where utilization of deferred tax assets was not offset by reversal of valuation allowances. The increase in income tax expense in 2013 was primarily related to the acquisition of Mold-Masters in March 2013. This increase was partially offset by a $3.2 million tax benefit recognized as a result of a three-year reduced statutory tax rate at one of our non-U.S. subsidiaries.

Liquidity and Capital Resources

Our primary source of liquidity is cash generated from operations and availability under our ABL Facility and other foreign credit facilities. At March 31, 2015, we had $62.8 million, a decrease of $18.7 million from December 31, 2014, of cash and cash equivalents, $86.6 million of availability under our ABL Facility and $12.5 million of availability under other foreign credit facilities. Our primary cash requirements included the payment of working capital, operating expenses, capital expenditures, and scheduled payments of principal and interest.

During the three months ended March 31, 2015 we used $18.7 million of cash compared to $14.1 million in the three months ended March 31, 2014. During 2015, cash was used primarily to fund capital expenditures, working capital growth and payments on our debt. During 2014, cash was used primarily to fund acquisitions, capital expenditures and working capital growth, offset in part by proceeds from the issuance of long-term debt, net of debt redemptions. During 2013, cash was generated primarily from operating activities and financing activities to fund capital expenditures and the acquisition of Mold-Masters.

On April 30, 2012, we issued $275.0 million aggregate principal amount of Senior Secured Notes pursuant to an indenture, dated as of April 30, 2012; the notes mature on May 15, 2019. On March 28, 2013, we (i) entered into an amended and restated senior secured asset-based revolving credit facility with Bank of America, N.A., as agent, and certain financial institutions as lenders (the “ABL Facility”); (ii) we issued $465.0 million aggregate principal amount of Senior Unsecured Notes pursuant to an indenture; the notes mature on February 15, 2021; and (iii) we entered into a new $245.0 senior secured term loan facility with JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions as lenders (the “Term Loan Facility”). On May 14, 2015, we entered into a new $730.0 million term loan facility with JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions as lenders and used a portion of the proceeds to repay in full all amounts outstanding under the Term Loan Facility and to redeem all of our outstanding Senior Secured Notes.

We believe that our current level of operations, our cash and cash equivalents, cash flow from operations and borrowings under our ABL Facility and other foreign lines of credit will provide us adequate cash to fund the operating needs, working capital, capital expenditure, debt service and other requirements for our business for the foreseeable future. Our ability to meet future operating needs, working capital, capital expenditure and debt service requirements will depend on our future financial performance, which will be affected by a range of economic, competitive and business factors, particularly interest rates and changes in our industry, many of which are outside of our control. To the extent we make acquisitions or have other strategic needs, we may need to incur additional indebtedness. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our ABL Facility or other lines of credit in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs. As of March 31, 2015, we have unused availability, subject to certain terms and conditions and other limitations, of $99.1 million under these lines of credit.

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The following table shows our statements of cash flows for the three months ended March 31, 2015 and 2014, the years ended December 31, 2014 and 2013 and the Successor Period 2012 and Predecessor Period 2012.

(Dollars in millions)	Period from January 1 to April 30, 2012			Period from May 1 to December 31, 2012			Year ended December 31, 2013			Year ended December 31, 2014			Three Months Ended March 31, 2014			Three Months Ended March 31, 2015
Statements of cash flow data	(Predecessor)			(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
Net cash provided by (used in) operating activities	$	12.4		$	8.1		$	82.1		$	37.6		$	5.3		$	(0.4	)
Net cash used in investing activities		(4.9	)		(210.3	)		(993.4	)		(94.3	)		(62.6	)		(14.0	)
Net cash (used in) provided by financing activities		(17.2	)		55.2			964.8			41.2			43.2			(1.8	)

Cash provided by operating activities

Operating activities for the three months ended March 31, 2015 used $0.4 million of cash compared to generating $5.3 million for the three months ended March 31, 2014. The decrease was primarily driven by increased working capital to support higher backlog levels.

Operating activities for the year ended December 31, 2014 generated $37.6 million of cash compared to $82.1 million for the year ended December 31, 2013. The decrease was primarily driven by increased working capital to support higher backlog levels.

Operating activities for the year ended December 31, 2013 generated $82.1 million of cash compared to $8.1 million for the Successor Period 2012 and $12.4 million for the Predecessor Period 2012. The increase in 2013 was primarily driven by cash earnings and higher advance deposits, partially offset by higher levels of inventory and accounts receivable.

Cash used in investing activities

Investing activities for the three months ended March 31, 2015 used $14.0 million of cash compared to $62.6 million of cash for the three months ended March 31, 2014. The decrease was primarily a result of a reduction in acquisitions offset by an increase of $5.6 million in capital expenditures.

Investing activities for the year ended December 31, 2014 used $94.3 million of cash compared to $993.4 million of cash for the year ended December 31, 2013. The decrease was primarily driven by the reduction in acquisitions, which included $965.0 million for the acquisition of Mold-Masters, offset by an increase of $11.4 million in capital expenditures. We expect capital expenditures to increase by approximately $13 million in 2015 in connection with our cost savings initiatives, and return to normalized levels of approximately 3% of net sales thereafter.

Investing activities for the year ended December 31, 2013 used $993.4 million of cash compared to $210.3 million for the Successor Period 2012 and $4.9 million for the Predecessor Period 2012. The increase included $965.0 million of cash paid for the acquisition of Mold-Masters, offset by an increase in capital expenditures.

Cash (used in) provided by financing activities

Financing activities for the three months ended March 31, 2015 used $1.8 million compared to generating $43.2 million for the three months ended March 31, 2014. During the three months ended March 31, 2015, cash was used for payments on our short-term borrowings and long-term debt and capital lease obligations as well as debt issuance costs. During the three months ended March 31, 2014, sources of funds included the

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issuance of $99.5 million of debt, net of a discount, and an increase in our short-term borrowings offset by the funding of an escrow account related to our commitment to redeem $55.0 million of our Senior Secured Notes, the purchase of the non-controlling interest in one of our subsidiaries and servicing our long-term debt.

Financing activities for the year ended December 31, 2014 generated $41.2 million of cash compared to $964.8 million of cash for the year ended December 31, 2013. During the year ended December 31, 2014, sources of funds included the issuance of $99.5 million of debt, net of a discount, and an increase in our short-term borrowings offset by the redemption of $55.0 million of our Senior Secured Notes, the purchase of the noncontrolling interest in one of our subsidiaries and servicing our long-term debt. During the year ended December 31, 2013, we issued $708.8 million of debt, net of a discount, to fund the acquisition of Mold-Masters including transaction and debt issuance costs.

Financing activities for the year ended December 31, 2013 generated $964.8 million of cash compared to $55.2 million for the Successor Period 2012 and usage of $17.2 million of cash during the Predecessor Period 2012. During the year ended December 31, 2013, we issued $708.8 million of debt, net of a discount, to fund the acquisition of Mold-Masters including transaction and debt issuance costs. During the Successor Period 2012, we issued $275.0 million aggregate principal amount of Senior Secured Notes pursuant to an indenture, dated as of April 30, 2012, to refinance debt during the Predecessor 2012 period in connection with the CCMP Acquisition.

Total debt was $1,032.6 million at March 31, 2015 compared to $1,034.6 million at December 31, 2014. Total debt at March 31, 2015 included $220.0 million outstanding on the Senior Secured Notes, $337.9 million, net of a discount, outstanding on the Term Loan Facility and $465.0 million outstanding on the Senior Unsecured Notes, while no amounts were outstanding under the ABL Facility except for $13.1 million of undrawn letters of credit. As adjusted for the Debt Recapitalization, total debt was $1,204.7 at March 31, 2015. On an as adjusted basis for the Debt Recapitalization, total debt included $730.0 million outstanding on the New Term Loan Facility and $465.0 million outstanding on the Senior Unsecured Notes. We intend to use the net proceeds from this offering to repay a portion of the term loan debt outstanding under the New Term Loan Facility.

Total debt was $1,034.6 million at December 31, 2014 compared to $989.4 million at December 31, 2013. Total debt at December 31, 2014 included $220.0 million outstanding on the Senior Secured Notes, $338.7 million, net of a discount, outstanding on the Term Loan Facility and $465.0 million outstanding on the Senior Unsecured Notes, while no amounts were outstanding under the ABL Facility except for $14.9 million of undrawn letters of credit.

Description of the ABL Facility

On April 30, 2012, we entered into a senior secured asset-based revolving credit facility with Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets and Barclays Bank PLC, as joint lead arrangers and bookrunners which was amended and restated on March 28, 2013. The ABL Facility matures on April 30, 2017, bears interest at a floating rate and provides for an aggregate principal amount of $70.0 million of loans under the U.S. sub-facility thereunder, subject to a borrowing base and other limitations, and for an aggregate principal amount of $30.0 million of loans under the Canadian sub-facility thereunder, subject to a borrowing base and other limitations. We have the right at any time to request up to $20.0 million of additional commitments. The existing lenders under the ABL Facility are not under any obligation to provide such additional commitments, and any increase in commitments is subject to customary conditions precedent. We had approximately $13.1 million of undrawn letters of credit outstanding as of March 31, 2015. On March 17, 2014, we exercised our right to increase the U.S. sub-facility of the ABL Facility by $10.0 million to $80.0 million and decrease the Canadian sub-facility by $10.0 million to $20.0 million. The covenants and other terms of the ABL Facility were not changed. On October 17, 2014, the ABL Facility was amended and restated to add a $25.0 million German sub-facility and the term was reset to five years from the date of the amendment. The covenants and other terms of the ABL Facility were not materially changed. On May 15, 2015, the credit agreement governing the ABL Facility was amended and restated to, among other things, conform certain terms to the credit agreement governing the New Term Loan Facility.

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The obligations under the ABL Facility are secured, subject to certain exceptions, by substantially all of the assets of the borrowers and the assets of the guarantors under such facility. In addition, the ABL Facility includes certain customary negative covenants that, subject to exceptions, limit the ability of the borrowers and their restricted subsidiaries to incur additional indebtedness, pay dividends or certain other distributions on the Company’s capital stock, repurchase the Company’s capital stock, prepay subordinated indebtedness, incur liens on assets, make certain investments or other restricted payments, engage in transactions with affiliates, sell certain assets, merge or consolidate with or into other companies and alter the business that the Company conducts. See “Description of Certain Indebtedness—Senior Credit Facilities.”

Description of the 8.375% Senior Secured Notes due 2019

On April 30, 2012, we issued $275.0 million aggregate principal amount of Senior Secured Notes (the “Senior Secured Notes”) pursuant to an indenture, dated as of April 30, 2012, among the Company, Mcron Finance Corp, the guarantors party thereto and U.S. Bank National Association, as Trustee and Notes Collateral Agent (the “2012 Indenture”). The Senior Secured Notes mature on May 15, 2019 and interest on the notes is payable semi-annually on May 15 and November 15 of each year. The Senior Secured Notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act. The Senior Secured Notes are secured by first-priority liens on substantially all of the Company and the guarantors’ assets other than accounts receivable, inventory, and other certain assets. The Senior Secured Notes are also secured by a second-priority lien on all of the Company and the guarantors’ assets that secure the ABL Facility. The notes are redeemable, in whole or in part, at any time on or after May 15, 2015 on the redemption dates and at the redemption prices set forth in the Indenture. In addition, we may redeem up to 35% of the Senior Secured Notes before May 15, 2015 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the Senior Secured Notes before May 15, 2015 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. In addition, we may be required to make an offer to purchase the Senior Secured Notes upon the sale of certain assets and upon a change of control.

On April 29, 2014 and April 30, 2014, we redeemed a combined $55.0 million of our Senior Secured Notes. On May 15, 2015, we redeemed the remaining $220.0 million of our Senior Secured Notes.

Description of the Term Loan Facility

On March 28, 2013, we entered into a $245.0 million term loan, with a 50 basis point discount, pursuant to a term loan agreement, among the Company and Milacron LLC, the guarantors party thereto, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Barclays Bank PLC and RBC Capital Markets as Joint Lead Arrangers and Bookrunners (the “Term Loan Facility”). The Term Loan Facility matures on March 28, 2020. The Term Loan Facility ranks equal in right of payment with all existing and future senior secured indebtedness of the issuers and guarantors. The Term Loan Facility is also secured by a second-priority lien on all of the Company and the guarantors’ assets that secure the ABL Facility. The interest rates applicable to the Term Loan Facility is, at our option, equal to either (i) the published LIBOR, plus a margin of 3.25% per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) published LIBOR plus 1.00% or (4) 2.25% per annum, plus a margin of 2.25% per annum. In no event will the LIBOR rate be less than 1.00% at any time. The Term Loan Facility provides us with the right at any time to request one or more incremental term increases in an aggregate amount (x) not to exceed $175.0 million plus (y) an unlimited amount so long as our senior secured net leverage ratio does not exceed the specified threshold. The Term Loan Facility is subject to quarterly amortization of principal equal to 0.25% of the original aggregate principal amount of the Loan Facility, with the balance payable at final maturity. The following amounts will be applied to repay the Term Loan Facility, subject to certain thresholds, carve-outs and exceptions: (i) 100% of the net cash proceeds of any incurrence of debt by us and certain of our subsidiaries, (ii) 100% of net cash proceeds of any non-ordinary course sale or other disposition of assets by us or certain subsidiaries and (iii) 50% of our excess cash flow, subject to certain reductions. For a discussion of excess cash flow see “Description of Certain Indebtedness—Senior Credit Facilities.”

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On March 31, 2014, we exercised our right to request an incremental term increase and borrowed an additional $100.0 million, net of a discount of $0.5 million, under the senior secured term loan facility due 2020 for the principal purpose of funding acquisitions in 2014 as well as refinancing portions of our outstanding debt. The agreement was also amended to reduce the margin on the interest rate from 3.25% to 3.00% for LIBOR loans and from 2.25% to 2.00% for non-LIBOR loans. No other terms of the facility were changed. On May 14, 2015 we repaid $339.1 million, which represents all amounts outstanding under the Term Loan Facility.

Description of the New Term Loan Facility

On May 14, 2015, we entered into a $730.0 million term loan, pursuant to a term loan agreement, among Milacron Intermediate Holdings Inc., Milacron LLC, the guarantors party thereto, the lenders party thereto and J.P. Morgan Chase Bank, N.A., as administrative agent (the “New Term Loan Facility”). The New Term Loan Facility matures on September 28, 2020. The New Term Loan Facility ranks equal in right of payment with all existing and future senior secured indebtedness of the issuers and guarantors. The New Term Loan Facility is also secured by a second-priority lien on all of the assets of Milacron Intermediate Holdings Inc., Milacron LLC and the guarantors that secure the ABL Facility. The interest rates applicable to the New Term Loan Facility is, at our option, equal to either (i) the published LIBOR rate, plus a margin of 3.50% per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) the published LIBOR rate plus 1.0% or (4) 2.00% per annum, plus a margin of 2.50% per annum. After the consummation of an issuance by Milacron Intermediate Holdings or any of its direct or indirect parent companies of its common stock in an underwritten primary public offering, the interest rates shall be adjusted to be, at our option, equal to either (i) the published LIBOR rate, plus a margin of, depending upon the current total net leverage ratio, 3.25% (if our total net leverage ratio is less than or equal to 4.00 to 1.00) to 3.50% (if our total net leverage ratio is greater than 4.00 to 1.00) per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) published LIBOR rate plus 1.0% or (4) 2.00% per annum, plus depending upon the current total net leverage ratio, 2.25% (if our total net leverage ratio is less than or equal to 4.00 to 1.00) to 2.50% (if our total net leverage ratio is greater than 4.00 to 1.00) per annum. In no event will the LIBOR rate be less than 1.00% at any time. The New Term Loan Facility provides us with the right at any time to request one or more incremental term increases in an aggregate amount ((x) $200.0 million plus (y) an unlimited amount so long as our pro forma total net secured leverage ratio does not exceed 4.0 to 1.0 plus (z) the amount of any optional prepayment of any term loan under the New Term Loan Facility to the extent not funded with proceeds of any long-term indebtedness (other than revolving indebtedness) or proceeds of any incremental term facility that effectively extends the maturity date with respect to any class of term loans under the New Term Loan Facility. The New Term Loan Facility is subject to quarterly amortization of principal equal to 0.25% of the original aggregate principal amount of the New Term Loan Facility, with the balance payable at final maturity. The following amounts will be applied to repay the New Term Loan Facility, subject to certain thresholds, carve-outs and exceptions: (i) 100% of the net cash proceeds of any incurrence of debt by us and certain of our subsidiaries, (ii) 100% of net cash proceeds of any non-ordinary course sale or other disposition of assets by us or certain subsidiaries and (iii) 50% of our excess cash flow, subject to certain reductions. For a discussion of excess cash flow see “Description of Certain Indebtedness—Senior Credit Facilities.”

Description of the 7.75% Senior Unsecured Notes due 2021

On March 28, 2013, we issued $465.0 million aggregate principal amount of Senior Unsecured Notes pursuant to an indenture, among the Company, Mcron Finance Corp, the guarantors party thereto and U.S. Bank National Association, as Trustee and Notes Collateral Agent (the “2013 Indenture”). The Senior Unsecured Notes mature on February 15, 2021 and interest on the Senior Unsecured Notes is payable semi-annually on February 15 and August 15 of each year. The Senior Unsecured Notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act. The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior unsecured basis by Milacron Intermediate Holdings Inc. and each of our wholly-owned domestic subsidiaries that are obligors under our ABL Facility, Term Loan Facility and Senior Secured Notes. The Senior Unsecured Notes are redeemable, in whole or in part, at any time on or after February 15, 2016 on the redemption dates and at the redemption prices set forth in the 2013 Indenture. In

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addition, we may redeem up to 40% of the Senior Unsecured Notes before February 15, 2016 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the Senior Unsecured Notes before February 15, 2016 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. In addition, we may be required to make an offer to purchase the Senior Unsecured Notes upon the sale of certain assets and upon a change of control. See “Description of Certain Indebtedness—Senior Unsecured Notes.”

Description of Other Debt

At March 31, 2015, we have approximately $1.3 million in capital lease obligations outstanding as well as $8.4 million of borrowings under certain lines of credit and discounting programs. We also have approximately $3.5 million of outstanding letters of credit and other commitments related to these facilities at March 31, 2015. See “Description of Certain Indebtedness—Other Indebtedness.”

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2014:

	Total		2015		2016 - 2017		2018 - 2019		Beyond 2019
(Dollars in millions)
Senior Secured Notes	$	220.0	$	—	$	—	$	220.0	$	—
Term Loan Facility		340.0		3.4		6.8		6.8		323.0
Senior Unsecured Notes		465.0		—		—		—		465.0
Interest on long term debt(a)		387.6		68.2		136.0		126.2		57.2
Other long-term debt		0.1		0.1		—		—		—
Capital lease obligations		1.6		0.5		0.9		0.2		—
Estimated pension benefit payments(b)		12.0		0.9		1.9		2.1		7.1
Operating leases		25.5		10.3		13.1		2.0		0.1
Total	$	1,451.8	$	83.4	$	158.7	$	357.3	$	852.4

(a) Amounts include contractual interest payments using the interest rates as of December 31, 2014 applicable to our variable-rate debt and stated fixed interest rates for fixed-rate debt.

(b) Amounts include estimated pension benefit payments based on actuarial estimates and are estimated through 2024.

The Debt Recapitalization resulted in significant changes to our contractual obligations and commitments subsequent to December 31, 2014. The following table presents our contractual obligations as of December 31, 2014 on an as adjusted basis as if the Debt Recapitalization occurred on December 31, 2014:

	Total		2015		2016 - 2017		2018 - 2019		Beyond 2019
(Dollars in millions)
New Term Loan Facility(a)		730.0		7.3		14.6		14.6		693.5
Senior Unsecured Notes		465.0		—		—		—		465.0
Interest on long term debt(a)(b)		420.0		69.2		137.5		136.1		77.2
Other long-term debt		0.1		0.1		—		—		—
Capital lease obligations		1.6		0.5		0.9		0.1		0.1
Estimated pension benefit payments(c)		12.0		0.9		1.9		2.1		7.1
Operating leases		25.5		10.3		13.1		2.0		0.1
Total(a)	$	1,654.2	$	88.3	$	168.0	$	154.9	$	1,243

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(a) The application of the net proceeds received by us from this offering as described under “Use of Proceeds,” would result in the following changes to our contractual obligations and commitments on an as adjusted basis as if the net proceeds received by us from this offering were applied on December 31, 2014:

	Total	2015	2016 - 2017	2018 - 2019	Beyond 2019
New Term Loan Facility
Interest on long term debt
Total

(b) Amounts include contractual interest payments using the interest rates as of December 31, 2014 applicable to our variable-rate debt and stated fixed interest rates for fixed-rate debt.

(c) Amounts include estimated pension benefit payments based on actuarial estimates and are estimated through 2024.

Quantitative and Qualitative Disclosures about Market Risk

Market Risk

We are exposed to financial market risks associated with foreign currency exchange rates, interest rates, commodity prices and credit risk. In the normal course of business and in accordance with our policies, we manage these risks through a variety of strategies, which may include the use of derivative financial instruments to hedge our underlying exposure. We do not use derivative instruments for speculative or trading purposes and we have policies and procedures in place that monitor and control their use.

Foreign Currency Exchange Rate Risk

We operate in international markets and, accordingly, our competitiveness and financial results are subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than the U.S. dollar. In 2014 and during the three months ended March 31, 2015, approximately 54% and 53% of our sales were attributable to our operations outside of the United States, respectively. Approximately 45% of sales were typically denominated in currencies other than the U.S. dollar, whereas a significant portion of our fixed costs, including payments made on our ABL Facility, our Senior Secured Notes, our Senior Term Loan Facility and our Senior Unsecured Notes are denominated in U.S. dollars. Our earnings could be materially impacted particularly by movement in the exchange rate between the Canadian dollar, the Euro, the Chinese yuan renminbi, the Indian rupee and the U.S. dollar.

We occasionally use foreign currency forward exchange contracts to hedge our exposure to adverse changes in foreign currency exchange rates related to known or expected cash flow exposures arising from international transactions. At December 31, 2014 and March 31, 2015, we had $37.7 million and $27.9 million, respectively, of forward exchange contracts outstanding with remaining maturities of up to 12 months. As of December 31, 2014 and March 31, 2015, the net fair value liability of financial instruments with exposure to foreign currency risk was $3.2 million and $2.1 million, respectively. The fair value of these financial instruments would hypothetically decrease by $3.6 million and $2.6 million as of December 31, 2014 and March 31, 2015, respectively, if the U.S. dollar were to appreciate against all other currencies by 10% of current levels. See “Risk Factors—Risks Related to Our Business and Industry—Our operations are conducted worldwide and our results of operations are subject to currency translation risk and currency transaction risk that could have a material adverse effect on our financial condition and results of operations.”

Interest Rate Risk

We are primarily exposed to interest rate risk through our ABL Facility, New Term Loan Facility, and other foreign lines of credit. Interest on our ABL Facility accrues, at our option, at either (i) LIBOR plus a margin of 1.75% to 2.25% per annum, based on availability or (ii) the highest rate of (a) the prime rate, (b) the

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federal funds rate plus 0.50% per annum, or (c) LIBOR plus 1.00% per annum, plus a margin of 0.75% to 1.25% per annum, based on availability. Interest on the New Term Loan Facility accrues, at our option at either (i) the published LIBOR rate, plus a margin of 3.50% per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) the published LIBOR rate plus 1.0% or (4) 2.00% per annum, plus a margin of 2.50% per annum. After the consummation of an issuance by Milacron Intermediate Holdings or any of its direct or indirect parent companies of its common stock in an underwritten primary public offering, the interest rates shall be adjusted to be, at our option, equal to either (i) the published LIBOR rate, plus a margin of 3.25% (if our total net leverage ratio is less than or equal to 4.00 to 1.00) or 3.50% (if our total net leverage ratio is greater than 4.00 to 1.00) per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) published LIBOR rate plus 1.0% or (4) 2.00% per annum, plus 2.25% (if our total net leverage ratio is less than or equal to 4.00 to 1.00) or 2.50% (if our total net leverage ratio is greater than 4.00 to 1.00) per annum. In no event will the LIBOR rate be less than 1.00% at any time. We currently estimate that our annual interest expense on floating rate indebtedness would increase by approximately $7.3 million for each 1.00% increase in interest rates once LIBOR exceeds 1.00%.

Commodity Risk

We have direct and indirect exposure to certain commodities, principally steel and steel-based components. We typically do not enter into derivative financial instruments to hedge our commodity price risk and we do not currently have long-term supply contracts with key suppliers.

Credit Risk

Our financial assets exposed to credit risk primarily consist of cash and cash equivalents and accounts receivable.

Our customers are geographically diversified, and we typically have no material concentration of receivables by customer. We manage credit risk by typically requiring substantial customer deposits before shipment, analyzing the counterparties’ financial condition prior to accepting new customers and prior to adjusting existing credit limits or obtaining letters of credit or other acceptable forms of security from customers, or any combination thereof, based on our analysis of the customer and the terms and conditions applicable to each transaction.

Risk of Inflation

Historically, in certain circumstances, we have been able to pass through price increases in our primary raw material (steel) to customers. Although we generally have been able to increase the price of our products to reflect increases in the price of these raw materials, we cannot rely on our ability to do so in the future. The timing of such increases in the selling price of our products may not coincide with timing of raw materials price increases, nor may our ability to increase the selling prices of our products allow us to fully compensate for such increased raw materials prices in all cases. However, we believe that inflation in the near term will not have a material adverse impact on us.

Recently Issued Accounting Standards

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09 Revenue from Contracts with Customers, which will be introduced into the FASB’s Accounting Standards Codification as Topic 606. Topic 606 replaces Topic 605, the previous revenue recognition guidance. The new standard’s core principle is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the Company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and

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contract modifications) and improve guidance for multiple element arrangements. The new standard is effective for the interim and annual period beginning on or after December 15, 2016, with early adoption not permitted. The new standard permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, and one requiring prospective application of the new standard with disclosure of results under old standards. We are currently evaluating the impact of this accounting standard and have not yet selected an implementation approach.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with U.S. GAAP and our significant accounting significant policies are described in Note 1 to our consolidated financial statements. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We base our estimates and judgments on historical experience and other relevant factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified below the accounting policies and estimates that we believe are most critical in compiling our consolidated statements of financial condition and operating results.

Business Combinations

Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of acquisition date fair values of the assets acquired and liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Revenue Recognition

We record revenue on products when persuasive evidence of an arrangement exists, legal title has passed and the risk and rewards of ownership are transferred, the sales price is fixed and determinable, all significant contractual obligations have been satisfied and the collectability of the sales price is reasonably assured. We extend volume discounts and rebates to certain customers and reflect these amounts as a reduction of sales.

We continually evaluate the creditworthiness of our customers and enter into sales contracts only when collection of the sales price is reasonably assured. For sales of plastic processing equipment, customers are generally required to make substantial down-payments prior to shipment which helps to ensure collection of the full price. The estimate of the allowance for doubtful accounts is our best estimate of the amount of probable credit loss in our existing accounts receivable. We regularly review the adequacy of our allowance for doubtful accounts. We determine the allowance based upon an analysis of prior collection experience, specific customer creditworthiness and economic trends within the industries we serve. In circumstances where we are aware of a specific customer’s inability to meet its financial obligation (e.g., bankruptcy filings), we record a specific reserve to reduce the receivable to the amount reasonably believed to be collected.

Goodwill and Indefinite-Lived Intangible Assets

We perform an annual impairment assessment for goodwill and intangible assets with indefinite useful lives as of October 1, or more frequently when impairment indicators exist. The annual impairment assessment

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for goodwill is performed at the reporting unit level, which is at the operating segment level or one level below the operating segment. This impairment assessment is performed to determine whether it is more likely than not that the fair value of a reporting unit in which goodwill resides is less than its carrying value. For reporting units in which this assessment concludes that it is more likely than not that the fair value is more than its carrying value, goodwill is not considered impaired and we are not required to perform the two-step goodwill impairment test. For reporting units in which this impairment assessment is not conclusive that it is more likely than not that the fair value is greater than its carrying value, we perform step 1 of the goodwill impairment test for which we compare the estimated fair value of each reporting unit to its carrying value, including goodwill. If the estimated fair value exceeds the carrying amount, then no impairment exists.

For our Mold-Masters reporting unit, a business we acquired in 2013, we perform step 1 of the goodwill impairment test whereby we compare the estimated fair value of the reporting unit to its carrying value, including goodwill. As the estimated fair value has exceeded the carrying amount for all periods presented, no impairment has been recognized since the inception of this reporting unit. The estimated fair value of this reporting unit is determined by using a discounted cash flow approach, with an appropriate risk adjusted discount rate, and a market approach. The significant estimates and assumptions utilized in the fair value estimate for this reporting unit included projected sales growth, operating earnings rates, working capital requirements, capital expenditures, terminal growth rates, discount rates per reporting unit and the selection of peer company multiples. We also used comparable market earnings multiple data to corroborate our reporting unit valuation. Due to the historical and projected performance for this reporting unit, we believe that it is more likely than not that the fair value of this reporting unit exceeds the carrying amount, unless future sales and cash flow projections differ significantly from our current estimates as a result of unforeseen circumstances or if the assumed weighted average cost of capital were to become substantially higher in future periods.

For the remainder of the Company’s reporting units, a qualitative assessment is performed as historical step 1 calculations have resulted in fair values that consistently exceeded respective carrying values. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit. Management judgment is necessary to evaluate the impact of operating and macroeconomic changes on each reporting unit subject to a qualitative assessment and comparable market earnings multiple data is also utilized to corroborate our conclusion. We believe that it is more likely than not that the fair value of these reporting units exceed their respective carrying amounts based on our evaluation of qualitative considerations.

Indefinite-lived intangible assets relate to certain unamortized trade names. The estimated fair value of these assets, as calculated during our annual impairment test, are determined using a relief from royalty valuation methodology similar to that employed when the associated assets were acquired. Significant assumptions used under this approach include sales projections, the royalty rate and the weighted average cost of capital for each of the respective assets. Due to the historical and projected performance for the reporting units which hold indefinite-lived trade names, we do not believe there is a reasonable likelihood these assets could be impaired, unless future sales and cash flow projections differ significantly from our current estimates as a result of unforeseen circumstances.

If actual results are materially inconsistent with our estimates or assumptions for any of the above assessments, we may be exposed to impairment charges in future periods.

Long-Lived Assets

Expenditures for long-lived assets, including property and equipment and definite-lived intangible assets, are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset

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group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recorded values of long-lived assets that are not expected to be recovered through undiscounted future cash flows are written down to current fair value, which generally is determined from estimated discounted future net cash flows (for assets held for use) or net realizable value (for assets held for sale).

The carrying values of long-lived assets are reviewed if facts and circumstances indicate potential impairment of their carrying value. If the review indicates that the long-lived assets are impaired, as determined by the undiscounted cash flow method, the carrying value will be reduced to the estimated fair value.

Pension Benefit Plans

The determination of pension obligations and the related pension expense or credits to operations for our defined benefit plans (“Plans”) involves significant estimates. The most significant estimate is the discount rate used to calculate the actuarial present value of benefit obligations for each Plan. Accumulated and projected benefit obligations are measured as the present value of expected payments. We discount those cash payments using the weighted average of market-observed yields for high-quality fixed-income securities with maturities that correspond to the payment of benefits. Lower discount rates increase present values and subsequent-year pension expense; higher discount rates decrease present values and subsequent-year pension expense. The weighted average discount rates for our pension plans at December 31, 2014, 2013 and 2012 were 2.44%, 3.78% and 4.21%, respectively. We evaluate the discount rates for our Plans at least annually on a plan and country-specific basis. We periodically evaluate other assumptions involving demographic factors such as retirement age, mortality and turnover, and update them to reflect our experience and expectations for the future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

Stock-Based Compensation

We issue stock-based awards to employees, principally in the form of stock options and restricted stock awards (RSUs), and account for our stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, or ASC 718. ASC 718, which requires all stock-based payments to employees, including grants of employee stock options and restricted stock to be recognized in the statements of operations and comprehensive loss based on their grant-date fair values. Described below is the methodology we have utilized in historically measuring stock-based compensation expense. Following the consummation of this offering, stock option and restricted stock values will be determined based on the quoted market price of our common stock.

We estimate the fair value of our stock-based awards of options to purchase shares of common stock to employees utilizing the Black-Scholes option pricing model, which requires the input of highly subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of the expected term of the award, (c) the risk-free interest rate and (d) expected dividends on the underlying common stock. Due to the lack of a public market for the trading of our common stock and a lack of company-specific historical and implied volatility data, we have based our estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. We believe the group selected has sufficient similar economic and industry characteristics, and includes companies that are most representative of our company. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The expected term represents the period that our option awards are expected to be outstanding. We use the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for options granted to employees as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. This simplified method utilizes the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The expected dividend yield is assumed to be zero as we have not historically paid any dividends on our common stock. The grant date fair value of restricted stock award grants is based on the estimated value of our common stock at the date of grant.

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Our stock-based awards are subject to either service, performance or market-based vesting conditions. Compensation expense related to awards to employees with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. We are also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. Historically forfeitures have not been significant and actual forfeiture activity has not differed materially from our original estimates.

We have estimated the fair value of employee stock options at the date of grant using the following weighted-average assumptions:

	Period from May 1, 2012 to December 31, 2012			Year-ended December 31,
				2013			2014
Expected stock price volatility over the option’s expected term		76.06	%		74.99	%		71.89	%
Expected term (in years)		5.32			4.93			4.78
Risk-free interest rate		0.84	%		0.75	%		1.21	%
Expected dividend yield on the underlying common stock over the option’s expected term		0.00	%		0.00	%		0.00	%

The weighted-average grant date fair value of employee stock options granted during 2014, 2013 and 2012 was $580.41, $602.33 and $628.00, respectively, per share.

The estimated fair value of our underlying common stock is a significant assumption in estimating the fair value of our stock-based awards. The historical valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market, we considered all relevant facts and circumstances known at the time of valuation, made certain assumptions based on future expectations and exercised significant judgment to determine the fair value of our common stock. The factors considered in determining the fair value include, but are not limited to, the following:

• contemporaneous valuations of our common stock performed by unrelated third-party specialists completed in March 2014, March 2013 and October 2012;

• our historical financial results and estimated trends and projections of our future operating and financial performance;

• the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

• the market performance of comparable, publicly-traded companies; and

• the overall global economic and industry conditions.

The fair value of our common stock is determined on each date of grant by the Board, with input from management, and considers our most recently available valuation of common stock and our assessment of additional objective and subjective factors that we believe are relevant and which may change from the date of the most recent third-party valuation through the date of the grant.

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The following table presents the timing of grants, number of underlying shares and related exercise prices of stock options granted between January 1, 2014 and March 31, 2015, along with the fair value per share of common stock utilized to calculate stock-based compensation expense. There were no restricted stock awards issued between January 1, 2014 and December 31, 2014.

Grant Timing	Shares Underlying Options		Common Stock Fair Value Per Share as of Grant Date		Exercise Price Per Option
2014
First Quarter	—		—		—
Second Quarter	12,039	$	1,000	$	1,000
Third Quarter	1,400	$	1,000	$	1,000
Fourth Quarter	564	$	1,000	$	1,000
2015
First Quarter (January 1, 2015)	350	$	1,000	$	1,000

In order to determine the fair value of our common stock underlying stock option grants, we first determine our business enterprise value (“BEV”) and then allocate the BEV to each element of our capital structure (common stock, options, etc.). Our BEV was estimated using a combination of the income approach as well as two forms of the market approach, the market comparable approach and the reference transaction approach. Our indicated BEV at each valuation date was allocated to the different layers of our capital structure, including shares of common stock and stock options, using the Option-Pricing Method (“OPM”). The OPM treats common stock as a call option on our total equity value, with exercise (or strike) prices based on the value thresholds at which the allocation among the various holders of our securities changes. The rights and preferences of the various securities included within the capital structure were established and then the various equity values (strike prices) at which the sharing percentages would change among our securities were calculated. These strike prices are based on the current values of debt and values at which options would exercise. The values of the options associated with each strike price are calculated using the OPM. The options value bands are allocated to the various security holders who would share in the enterprise value if our value was between the two corresponding strike prices. Estimates of the volatility of our invested capital were based on available information on the volatility of the invested capital of comparable, publicly-traded companies and estimates of expected term were based on the estimated time to a liquidity event.

Income Taxes

We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment in the forecasting of taxable income using historical and projected future operating results is required in determining our provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and deferred taxes including those related to investments in foreign subsidiaries that are not permanent in nature. Under U.S. GAAP, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled or realized. Deferred tax assets are also recognized for the estimated future effects of tax loss carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs.

Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and judgment. If actual results differ from the estimates made in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or other comprehensive income depending on the nature of the respective deferred tax asset. Positive and negative evidence is considered in

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determining the need for a valuation allowance against deferred tax assets, which includes such evidence as historical earnings, projected future earnings, tax planning strategies and expected timing of reversal of existing temporary differences.

In determining the recoverability of deferred tax assets, we give consideration to all available positive and negative evidence including reversals of deferred tax liabilities (other than those with an indefinite reversal period), projected future taxable income, tax planning strategies and recent financial operations. We reflect increases and decreases in our valuation allowances based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

At March 31, 2015, as a result of an updated analysis of future cash needs in the U.S. and opportunities for investment outside the U.S., we assert that all foreign earnings will be indefinitely reinvested with the exception of certain foreign investments in which earnings and cash generation are in excess of local needs. We will continue to monitor our assertion related to investment of foreign earnings. In the event that the actual outcome of future tax consequences differs from our estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on our consolidated financial statements.

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BUSINESS

Overview

We are a global leader in the manufacture, distribution and service of highly engineered and customized systems within the $27 billion plastic technology and processing industry. Approximately 61% of our 2014 sales and 64% of our sales for the three months ended March 31, 2015 are tied to consumables, which we define as products that are replaced and services throughout the life of the injection, extrusion and blow molding systems and fluids used in the metalworking process. Advanced Plastic Processing Technologies’ sales of new equipment comprise the remaining 39% of our 2014 sales. We serve these markets through three segments:

• Advanced Plastic Processing Technologies (“APPT”);

• Melt Delivery and Control Systems (“MDCS”); and

• Fluid Technologies (“Fluids”).

Through our APPT segment, we offer injection molding, blow molding and extrusion equipment as well as aftermarket services and parts. Based on management estimates, we believe we are the #1 manufacturer and supplier of plastic processing technologies in North America on a consolidated basis across the industry’s primary plastic processing machinery applications based on sales. We believe we are the #1 manufacturer and supplier of injection molding technologies in India based on sales. We serve a diverse set of customers and geographies, including many companies that manufacture products such as food and beverage containers, consumer goods packaging, electronic components, medical devices and automotive parts. Our long track record, well-established brand names and reputation for product quality have resulted in a large estimated installed base of over 23,000 machines in North America and 17,000 machines across Europe and the rest of the world. We support this large installed base with a full suite of aftermarket parts and services.

Through our MDCS segment, we offer hot runner and process control systems, mold bases and components and numerous other technologies for injection molding applications, as well as MRO supplies for other plastic processing operations under its Mold-Masters and DME brands. The Mold-Masters product line includes highly engineered, proprietary hot runner systems, process control systems, aftermarket parts and related services while the DME brand offers mold bases and related components. According to Interconnection Consulting, we hold the #2 market position in the global hot runner industry based on sales, the #1 market position in the Americas, the #1 market position in Europe and a growing #2 market position in Asia, with a focus in the electronics and medical end markets. We believe that our MDCS business and aftermarket parts and services business provide us with a recurring revenue streams that generate attractive margins.

Through our Fluids segment, we formulate, manufacture and sell coolants, lubricants, process cleaners, and corrosion inhibitors to the metalworking industry under the Cimcool brand name. Our Fluids segment specializes in high-performance, specialty synthetic (non-oil based) fluids that are essential in prolonging tool life and enhancing productivity in the metal cutting and grinding processes for critical parts within end markets such as aerospace, automotive, and electronics. These fluids are often custom engineered for each application and continuously applied during the metal cutting or grinding process to achieve desired part quality, speed of output, and productivity of expensive machine tools.

We are the only global company with a full-line product portfolio that includes hot runner systems, injection molding, blow molding and extrusion equipment. We maintain strong market positions across these products and in process control systems, mold bases and components, MRO supplies and fluid technology. Our strategy is designed to utilize our strengths, installed base and leadership positions across our business units to maximize revenue across the life of the machine, which can be as long as 25 years or more. Management estimates that the value of available “consumable” revenue across the life of the machine is one to four times the

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cost of the machine. The consumables portion of the machine business is composed of (1) machine aftermarket parts and service which are required annually; (2) hot runner systems, hot halves and mold bases which are required each time new plastic parts are designed and existing parts are redesigned; and (3) upgrades and overhauls which occur as customers decide to improve the performance or extend the life of their machines. We offer service on both our own systems as well our customers’ other equipment. Finally, upon a customer’s decision to replace a machine, we can repurchase the machine and sell it in the secondary market as a certified pre-owned machine.

Typical Injection Molding Machine Lifecycle

According to the U.S. Department of Commerce Bureau of Economic Analysis, the average age of plastic processing equipment in 2013 in North America was approximately 12 years, representing an increase of in average age of 50% since 1980. Through our APPT and MDCS segments, we are uniquely positioned to supply and service the aging fleet of our customers.

Our operations are diversified by geography, business and end market. We maintain over 27,000 customer relationships globally made up of many blue-chip and Fortune 500 companies including OEMs, molders and mold makers, across a diverse range of industries and also maintain longstanding relationships with customers, many with a tenure of over 30 years. For the year ended December 31, 2014, our top 10 customers accounted for only 8.9% of sales and no customer accounted for more than 1.6% of sales.

The charts below illustrate Milacron’s diversification by principal business segment, as a percentage of sales and Adjusted EBITDA for the year ended December 31, 2014.

By Business (Sales)	By Segment (Adjusted EBITDA)(1)

(1) Excludes Corporate Adjusted EBITDA of $(21) million.

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The charts below illustrate Milacron’s diversification by end market and geography as a percentage of sales for the year ended December 31, 2014.

By End Market (Sales)	By Geography (Sales)

For the year ended December 31, 2014, we generated total sales, Adjusted EBITDA, Adjusted Net Income and net (loss) attributable to Milacron Holdings Corp. of $1,211 million, $199 million, $75 million, and $(15) million respectively. For the three months ended March 31, 2015, we generated total sales, Adjusted EBITDA, Adjusted Net Income and net (loss) attributable to Milacron Holdings Corp. of $279 million, $45 million, $14 million, and $(16) million, respectively.

Over the past seven years, we have realigned our global platform to improve profitability and competitive position. This realignment of our cost structure has included a shifting of the global manufacturing footprint, with the consolidation of plants in North America and Europe, offset by a significantly expanded presence in Asia. Over the last five years, we have invested approximately $35.3 million to increase manufacturing capacity in China and India. As a result of these investments and our ongoing facility consolidation in Europe, which is enabled in part by our recent acquisitions, we will have an increasingly efficient network of production facilities in North America, China, India, and Europe sized to meet the demands in each region.

Significant Initiatives & Investments since Early 2012

Milacron Today

•    Acquired Mold-Masters, Kortec and TIRAD •    Recruited high-caliber executive team •    Rolled out “One Milacron” initiative—integration and leveraging of our global footprint capabilities and customer relationships across all segments •    Developed new products, such as the E-Multi, M-PET and hybrid machine technologies •    Expanded production capabilities in certain high-growth and lower cost regions •    Employed manufacturing efficiency and low-cost sourcing initiatives •    Implemented an internal global back-office and engineering shared service center in India

•    Global growth platform with leading market positions in North America, China and India •    Plastic technology systems and solutions provider with a strong intellectual property portfolio •    61% of 2014 sales and 64% of sales for the three months ended March 31, 2015 from higher margin consumable products (recent acquisitions significantly enhanced historic percentages) •    Leading position in the high-growth and high-margin hot runner market •    Industry leading technology for shelf stable plastic packaging •    Upper teens Adjusted EBITDA margins •    Blue-chip customer relationships in all regions among original equipment manufacturers, molders and mold makers

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Our History

Milacron began operations in 1860 in Cincinnati, Ohio as a screw and die tap manufacturer, and expanded over the subsequent decades into a leading U.S. manufacturer of milling machinery and other equipment for metal processing. During World War II, we were a leading supplier of machinery and equipment for the war effort, and responded to the U.S. Government’s call for reduced oil consumption by developing the Cimcool line of synthetic metalworking fluids, which was launched commercially in 1945.

In the 1960s, we diversified into the growing market for plastic processing equipment by developing a line of injection molding equipment. We quickly grew into a leading position in the market, developing technologies for hydraulic and electric injection molding technology and entering the extrusion equipment market in 1972. We significantly expanded our plastic processing technology offering with the acquisition of Ferromatik in 1993, DME in 1996 and Uniloy Blow Molding in 1998. Ferromatik had a strong position in the European injection molding equipment market. In 1995 Milacron started operations in India, eventually establishing the leading position in that market. While we built our plastic processing technology business via acquisition in the 1990s, we concurrently sold the majority of our legacy metalworking equipment businesses, retaining only the Fluids business.

Mold-Masters was founded in 1963 as an independent manufacturer of hot runner systems, which were then penetrating the injection molding market given their efficiency, operating and product quality advantages over traditional cold runner systems. Mold-Masters expanded internationally with the establishment of operations in Japan in 1984, Germany in 1987, China in 2004, and India in 2007. Through a consistent focus on the development on new hot runner technology, Mold-Masters established a reputation as one of the leading innovators in the plastic industry.

After consistent growth from the 1960s through the 1990s, the plastic processing technology industry in North America was challenged in the 2001-2009 period by a reduction of spending by its customer base. We maintained strong share through this period but were burdened by significant legacy liabilities and excess production capacity. As a result of these liabilities and the 2009 recession, Milacron Inc. and its U.S. subsidiaries filed for bankruptcy protection in March 2009. In accordance with the Section 363 of the U.S. Bankruptcy Code sale, substantially all the assets and certain liabilities of Milacron Inc.’s U.S. subsidiaries and the equity interests of certain foreign subsidiaries, which did not file for bankruptcy protection, were acquired in August 2009 by Milacron LLC and its subsidiaries. The consistent support of its customers and efforts of Milacron’s employees enabled the business to emerge from bankruptcy with a clean balance sheet, reduced legacy costs and strong competitive position. We quickly regained our leading market share in North America, and the business continued to invest through this period to expand our position in emerging markets, particularly in India.

Following the CCMP Acquisition in April 2012, we significantly increased our capital investments to upgrade our machining capabilities and expand capacity in China and India to drive growth. Additionally, we identified the hot runner market as a highly attractive adjacency to capture more high-margin consumables revenue, add technology to enable unique solutions for our customers, and obtain greater visibility on project spending by customers early in the purchasing cycle. As a result, we targeted Mold-Masters as an acquisition opportunity and completed its purchase in March 2013 to combine two established leaders with complementary product offerings in plastic processing technologies. This transformational acquisition brought us a strong base of intellectual property applicable across our plastic technology business, leading hot runner market positions in North America, Europe, and Asia, and a consistent, high margin revenue stream. In summary, our strategy has resulted in a company that has fundamentally shifted its position in the industry and is now a leading global player in plastic processing technology across key technologies, end markets, and geographies.

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Our Competitive Strengths

Leading Market Positions, Product Breadth and Highly Regarded Brands Based on management estimates, we believe Milacron is the #1 manufacturer and supplier of plastic processing technologies based on sales in North America on a consolidated basis across the industry’s primary plastic processing machinery applications: injection molding, blow molding and extrusion. We are also the #2 provider of hot runner systems worldwide based on sales. We continue to reinvest capital to establish and maintain our leading positions in emerging markets. We believe that the significant depth and breadth of our product portfolio provides us with a competitive advantage because it allows us to meet more of our customers’ demands as they expand their production capabilities. We believe Milacron has strong brand recognition with over 150 years of continuous operations. Our world class portfolio of brands, including Milacron, DME, Mold-Masters, TIRAD, Cimcool, Ferromatik and Uniloy, have long records of success selling products in over 100 countries across six continents.

Strategically Positioned to Benefit from Global Plastic Market Growth: With products sold in over 100 countries across six continents, we believe our established and expanding global footprint is well-positioned to benefit from continued industry growth in both developed and emerging markets. Market growth is being driven by several fundamental dynamics including the re-tooling of an aging fleet in North America, continued conversion of metal and glass to plastic, and increased plastic consumption in emerging markets. We believe that our plastic processing technology combined with our customer driven sales approach positions us to add value to our customer base as they re-tool their aging fleets with aftermarket sales, retrofits and new equipment. Additionally, our strong technology offering across multiple applications positions us well to capitalize on the incremental growth from the continued materials conversion to plastic. Our international presence and our significant investments in manufacturing capacity in China and India provide a strong base on which we expect to capture emerging market growth.

Large Installed Base and Recurring Revenue Streams: We estimate that we have over 40,000 machines and over 140,000 hot runner systems installed globally. We have a significant opportunity to leverage our aftermarket business and contract services across our existing customer base. We believe we have a significant opportunity to further leverage our machine and hot runner customer base to drive sales and offer customized solutions combining the technology of Mold-Masters and Milacron. We believe we are the top global supplier of parts and service for our own equipment and have the opportunity to increase our share of this business for our installed base as well as that of our customers’ other equipment. The consumable products sold by our MDCS business, our Fluids business and our APPT aftermarket business provide recurring revenue streams. The acquisition of Mold-Masters in March 2013 significantly increased our sales of consumable products and services. We seek to add value to our customers through our lifecycle sales approach and capabilities, which allows us to capture more of our customers’ equipment spend on consumable products. We believe demand for these products is not directly driven by capital spending trends, as they generally represent a small percentage of our customers’ total costs but are integral to their manufacturing processes.

Leading Technology and Extensive R&D Capabilities: Our products and systems are highly engineered and customized. As a result of our focus on innovation and investment in product development, we hold approximately 1,000 active and pending patents on a range of technologies across our businesses, and we employ over 750 engineers and designers. Recent innovations include (1) our E-Multi co-injection unit which enables cost effective retrofit of injection molding systems to produce multi-material parts; (2) multi-layer blow molding; (3) co-injection solutions; (4) hybrid machine technologies that blend hydraulic and electric movements; and (5) our M-PET series product line for preform molding. A number of our technologies are helping to drive the conversion from metal and glass to plastic. We maintain a global engineering and design center in India with over 140 associates to lower design and engineering costs and offer customers 24-hour access to our engineering capabilities.

Diverse End Markets and Customer Base: Our products and systems serve a broad and diverse range of end markets and customers. For the year ended December 31, 2014, no end market accounted for more than 23% of our sales and we have a balanced geographical exposure. Our MDCS leadership positions in the medical,

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teletronics and closures end-users supplement our APPT strength in automotive and packaging end markets and offers a platform from which we can expand the presence of each business in new markets and cross-sell our products and services to existing customers. As of December 31, 2014, our businesses maintained an estimated total of more than 27,000 customers. No single customer accounted for more than 1.6% of sales and our top 10 customers accounted for 8.9% of sales for the year ended December 31, 2014. We believe we are well positioned to capture growing demand from our existing customer base due to our strong customer relationships. Milacron is a preferred supplier to many key original equipment manufacturers (“OEMs”), end-customers whose time to market and profitability depend on our ability to design and manufacture highly customized products with short lead times. As a result of working directly with end users including OEMs and brand owners, our systems are frequently specified by name by the end user and we gain visibility into new opportunities in the plastic technology value chain.

Efficient Cost Structure and Operating Flexibility: While we have made significant progress and investment to enhance our operational efficiencies, we are in the early stages of lean implementation and have undertaken a number of initiatives to improve our cost structure and operating flexibility, which we believe will drive significant growth over the next three years. This includes consolidating manufacturing locations in North America and Europe and implementing lean initiatives to leverage our supply chain and increase low cost country sourcing. We are concurrently investing to expand capacity in higher growth markets in China and India, both for local market sales and for export to our global customer base and see continued opportunities to implement lean initiatives across our facilities. We are experiencing strong margin improvement momentum through continued operational excellence, further enhancing the attractive free cash flow characteristics of our business.

Track Record of Deploying Capital at Attractive Returns: Since early 2012, our management has identified and executed strategic capital deployment initiatives including accretive tuck-in acquisitions and manufacturing efficiency projects, which have improved our competitive position and financial profile. Our acquisition strategy is intended to broaden and deepen our portfolio and enhance our ability to service customers. These acquisitions have included our 2014 acquisitions of Kortec and TIRAD, each of which have been successfully integrated with our existing business and product development process. As part of our ongoing lean manufacturing initiatives, we have implemented several successful manufacturing footprint projects including our ongoing manufacturing footprint projects in Europe. We believe these projects allow us to expand margins and compete effectively across our global manufacturing base. We continue to see opportunity to execute accretive acquisitions and high payback efficiency projects. Our acquisition strategy focuses on opportunities to enhance our lifecycle approach and consumable sales, add complementary plastics technology and expand geographically.

Experienced and Highly Skilled Management Team: Our senior management team consists of industry veterans with proven track records of operational excellence and strategic vision. Our team has successfully implemented both organic growth initiatives and strategic acquisitions. We have realigned our business segments and management structure to maintain and enhance our market leading position and executed effective strategies to focus on high growth and profitable markets. Our senior management team has an average of 30 years of plastic and industry experience, with much of this experience stemming from either our customers or other organizations within our value chain. This experience enables us to bring a customer’s perspective to our company and has influenced our strategy of providing value-enhancing lifecycle solutions to our customers. We believe our experienced, highly skilled management team and workforce through all levels of our organization differentiates us from competitors, providing us with a competitive advantage in retaining existing customers, winning new business, driving strategic initiatives and improving financial performance.

Our Strategy

Our strategy is to Grow Share Profitably, Fund the Future by Driving Margin Improvements, Make Possibilities a Reality by Continued Reinvestment and Win Together as “One Milacron.”

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Grow Share Profitably: We plan to grow our market share profitably by: continuing to drive lifecycle sales, continuing to penetrate emerging markets, continuing our customer focused market approach, introducing new products and technology innovation and leveraging the capability and reach of our sales force.

• Leverage our Installed Base and Technology to Continue to Drive Lifecycle Sales: Consumable sales are an attractive and recurring revenue opportunity. Our management estimates that the value of available consumable revenue across the life of a machine is one to four times its initial cost. Our lifecycle sales include (1) machine aftermarket parts and service; (2) hot runners and mold bases, which are custom ordered for each part and replaced each time new plastic parts are designed and existing parts are redesigned; and (3) upgrades and overhauls as customers decide to improve the performance or extend the life of equipment.

• Continue to Penetrate Emerging Markets: Over the last three years, we have invested in additional sales, service and manufacturing capacity in China and India, as well as maintaining a large and experienced local sales force in these and other emerging growth countries. Our businesses in emerging markets are growing and we believe we can further increase our penetration rate in emerging markets in Asia, Africa and Central America. Furthermore, in certain emerging markets, such as Asia, hot runner systems are displacing cold runner technology driven by an increased need for productivity, efficiency, automation and higher part quality. Although growing, hot runner systems’ penetration levels in emerging markets remain well below the penetration levels seen in developed economies.

• Customer Focused Market Approach: Our market approach is to provide a tailored solution addressing the needs of each customer. As a part of our lifecycle sales approach, we offer fleet assessments whereby we analyze the costs and benefits of upgrading or overhauling the customer’s fleet as opposed to outright replacement with new equipment. We believe we have a competitive advantage because we offer a broad set of repair services and upgrade technologies and do not limit our upgrades and overhauls to only Milacron equipment. Our customer focused approach to our markets is enabled by our senior management team’s leadership experiences at our customers or other organizations within our value chain.

• New Product and Technology Innovation: We have a pipeline of new product technical innovations that are designed to provide customer focused solutions. These technology solutions are expected to increase penetration in growth areas including co-injection systems for packaging and medical applications and next-generation hot runner systems design. We believe there is a large addressable market for high performance products, and we have a significant opportunity to gain additional market share. Our innovative solutions allow us to price our products at a premium to our competitors because of the differentiated technology and attractive value proposition that we offer. Recent innovations include (1) our E-Multi co-injection unit which enables cost effective retrofit of injection molding systems to produce multi-material parts; (2) multi-layer blow molding; (3) co-injection solutions; (4) hybrid machine technologies that blend hydraulic and electric movements; and (5) our M-PET series product line for PET preform molding.

• Leverage the Capability and Reach of our Sales Force: We believe we have one of the largest direct sales forces in the industry, with over 400 sales professionals across our businesses. We have recently acquired or opened centers in Texas, California and Mexico to extend our sales reach in those markets. We have also created a Strategic Accounts Management sales leadership team to drive relationships with major plastic processors across our different product lines. We believe this will enhance our leadership position in the injection molding equipment market, and continue to drive share gains for our overall business.

Fund the Future by Driving Margin Improvement: While we have made significant progress in improving our operational efficiencies, we are in the early stages of implementing a number of initiatives which

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we anticipate will drive margin growth over the next three years. In addition to savings achieved to date through our ongoing lean initiatives, we expect our recent and continuing investment in facilities consolidation, administrative and sourcing cost savings and back office integration efforts to drive over $30.0 million of run-rate annual savings by the end of 2017.

• Facilities Consolidation Enabled by Recent Acquisitions: We continue to optimize our facility footprint by moving production to low cost countries. Our recent acquisitions of Mold-Masters in 2013 and Czech Republic-based TIRAD in 2014 provide the incremental scale to enable additional facility consolidation. While these initiatives are in early stages, currently announced facilities closures are expected to reduce annual operating expenses by approximately $2.2 million upon completion. We have also recently made substantial investments in China and India, both to meet growing domestic demand in those markets and to expand our low cost production capabilities for export. We will continue to seek opportunities to expand our low cost manufacturing footprint in growing markets and consolidate production to drive greater efficiencies.

• Continued Back Office Integration and Operating Efficiencies: We are also in the process of transitioning certain engineering and administrative functions to a shared service center in India. We have realized approximately $1.8 million of annual run-rate savings as a result of these initiatives. We expect these savings to increase as we continue to explore opportunities to maximize efficiencies and overhead savings by expanding the shared service center platform.

• Continue to Implement Lean Initiatives: We are successfully improving operational efficiency and reducing costs through the implementation of lean initiatives which include low cost country sourcing. In 2014, we procured approximately 25% of material requirements for our APPT, MDCS and Fluids businesses from low cost countries and plan to increase this amount over the next few years by continuously sourcing additional providers of lower cost materials. In 2014, we realized approximately $11 million in savings from improvements in global sourcing programs. We anticipate that our global sourcing leverage will improve, particularly due to overlapping spend in steel, electrical and other commodity purchases across our APPT and MDCS business segments.

Make Possibilities a Reality by Continued Reinvestment: We continually invest in new product development in pursuit of our product vitality goal to achieve 15% of sales from products introduced in the last three years. We have made investments to improve efficiencies and increase capacity. In 2014, we added capacity across our three business segments and we intend to leverage our existing European and Asian manufacturing footprint to increase capacity in our MDCS product lines with minimal incremental investment. We plan to continue focusing on growing each of our businesses through efficient use of existing capacity and workforce:

• Over the last three years, we invested approximately $12.6 million to develop infrastructure in China and shifted production of several standard components, such as nozzles and manifolds to the China facility. This has resulted in significant cost savings for the realigned products. We plan to continue investing in the Chinese facility to further increase capacity and capabilities.

• Over the last five years we have doubled our production capacity to serve the growing India injection molding market, while investing over $16 million in our Ahmedabad, India facility.

We have broadened our portfolio significantly through a series of strategic acquisitions as large as $1 billion and as small as $1 million in size, and continue to see opportunity to execute accretive acquisitions, including opportunities to enhance our lifecycle approach and consumable sales, add complementary plastics technology and expand geographically.

Win Together as “One Milacron”: Our “One Milacron” initiative was designed to integrate and leverage our global footprint capabilities and customer relationships across all of our business segments with a

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“win together” culture. First, we are dedicated to providing best-in-class quality and safety for our customers and employees. We believe this approach will continue to allow us to build world-class leaders, account management and sales teams who deliver great service to every customer across Milacron’s businesses. We work closely with our customers throughout their design process and provide them with one-stop complete end-to-end plastic processing solutions that optimize their total cost of production rather than just focusing on selling new equipment. We believe this approach differentiates us from our competitors and helps us develop and maintain long-term customer loyalty.

Our Businesses

We operate globally through three segments: Advanced Plastic Processing Technologies, Melt Delivery and Control Systems and Fluid Technologies. Our products include, but are not limited to:

APPT	MDCS	Fluids
•    Injection molding machines •    Extrusion machines •    Blow molding systems •    Structural foam equipment •    Spare parts •    Retrofit packages •    Complete rebuilds, machine calibration •    Maintenance and training •    Contract machining	•    Hot runner systems •    Process control systems •    Mold bases •    Mold components •    MRO supplies (maintenance, repairs, operations)	•    Synthetic and semi-synthetic lubricants and coolants and premium soluble oil •    Process and maintenance cleaners •    Stamping and forming fluids •    Corrosion inhibitors

Advanced Plastic Processing Technologies

We are a global leader in the manufacturing, distribution, servicing and sale of equipment and products used in the plastic processing equipment industry, including injection molding, blow molding and extrusion applications through our APPT business segment. We are the only full-line plastic equipment supplier with a significant offering across all three applications in North America. Based on management estimates, we believe we are the #1 manufacturer and supplier of plastic processing technologies in North America on a consolidated basis across the industry’s primary plastic processing machinery applications based on sales. We believe we are the #1 manufacturer and supplier of injection molding technologies in India based on sales. We provide aftermarket service and support for our core plastic equipment business and are expanding our capabilities of the high growth co-injection market. We serve a diverse set of customers, including companies that manufacture products such as food and beverage containers, consumer goods packaging, electronic components, medical devices and automotive parts. We believe that our competitive strength in equipment is our ability to supply and support our customers through the entire life cycle of their equipment usage to deliver precision parts at the lowest cost for our customers. For the years ended December 31, 2014 and 2013, the Successor Period 2012 and the Predecessor Period 2012, sales of equipment systems, which include injection molding machines, extrusion machines and blow molding systems, were $476.0 million, $388.2 million, $273.7 million and $116.6 million, respectively.

Injection Molding: Injection molding is a highly versatile process used to make a wide variety of plastic products, ranging from automotive parts and electronic devices to consumer goods, medical equipment and containers. Injection molding machines are used for creating solid plastic parts, including those used in consumer goods such as appliances, car seats, automotive products such as interior panels and trim, dash boards, bumpers, air vents and hoses, and “under-the-hood” components, parts for electronics such as casings and frames for cell

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phones and other hand-held devices, televisions, office equipment, and a variety of packaging products including food and beverage containers. We believe we are the largest manufacturer and supplier of injection molding equipment for the North American market and a recognized technology leader in all-electric injection molding, co-injection, multi component/material/color, high-tonnage, and low-pressure foam/gas-assisted injection molding. Our injection molding technology offering includes our patented Kortec co-injection system for high speed production of multi-layer parts. We provide tailored solutions using best-in-class technology, sophisticated engineering and processing capabilities and comprehensive support leading to reduced cost per part for customers, while assuring high-quality part production.

Blow Molding: Blow molding is used to produce hollow plastic parts. Common products manufactured using blow molding machines include containers for dairy and other beverages, food, oils, pharmaceuticals and cosmetics, and fuel and chemicals, automotive components such as fluid reservoirs, headrests and other hollow plastic parts. Our equipment is capable of processing a broad range of plastic resins, including high density polyethylene, polypropylene, polycarbonate and polyvinyl chloride. Our Uniloy brand is well known for quality blow molding systems in the automotive, food packaging, medical, toy, household chemical, personal care and industrial end markets, among others, and is an industry leader in liquid food packaging applications, particularly the dairy, juice and water packaging markets. Our ability to design and manufacture molds and tooling enables us to provide full blow molding systems and single source solutions to our customers.

Extrusion Applications: Extrusion equipment produces parts by providing a continuous flow of plastic, extruded through a die and cut to individual lengths, such as plastic piping. In North America, we are a leading producer of extrusion process technology, primarily for building and construction materials. Our twin screw extruder products excel in producing PVC pipe, window profiles, vinyl siding, and profiles of wood and natural fiber plastic composites while our single screw extruders are used in sheet, profile, pipe and pelletizing applications. Smaller models of our single screw extruder products serve end markets for plastic film and medical tubing. In 2015, we launched our extrusion product line into India.

Aftermarket: We provide aftermarket services, parts and support to customers throughout the product lifecycle to increase efficiency and reduce costs within a broad range of applications. We provide a wide range of technologies to extend equipment life cycles for injection, molding, extrusion, blow molding and structural foam equipment along with spare parts, retrofit packages, complete rebuilds, machine calibration and process, maintenance, and operator training. We offer a unique technology using full 3-D modeling which helps customers troubleshoot common maintenance issues and efficiently order spare parts online. We manufacture and rebuild (including for competitor products) parallel and conical twin screws in North America and our coatings applied to twin screws are relied upon to extend their useful lives. We have a large installed base estimated at over 40,000 machines globally and, although other companies provide aftermarket services on, and sales of parts relating to, our machines, estimate that we are the #1 supplier of aftermarket services and sales on our machines. Aftermarket sales represent a recurring and high margin business relative to the equipment businesses. We have invested over the past five years to upgrade our aftermarket sales and service organization, including by establishing a new call center in Batavia, Ohio. For the years ended December 31, 2014 and 2013, the Successor Period 2012 and the Predecessor Period 2012, sales of aftermarket products and services, which include spare parts, retrofit packages, complete rebuilds, machine calibration, maintenance and training and contract machining, were $199.8 million, $191.9 million, $133.5 million and $61.3 million, respectively.

For the year ended December 31, 2014, our APPT revenue breakdown by geography was as follows: North America (63%), Asia (18%; 11% India, 3% China and 4% Rest of Asia), Europe (12%) and Rest of World (7%) and our APPT revenue breakdown by end-market was as follows: Packaging (25%), Automotive (18%), Construction (13%), Job Shops / Custom Molders (11%), Appliances / Housewares (7%), Industrial Components / Machinery (6%), Electronics (6%), Consumer Goods (6%), Medical (6%) and Other (2%).

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Melt Delivery and Control Systems

We are a global leader in the manufacturing of a comprehensive line of plastic delivery and precision control systems for injection molding applications through our MDCS business segment. We provide highly-engineered, technically advanced hot runner systems, process control systems, mold bases, mold components, aftermarket parts and related technologies and services for injection molding, as well as MRO supplies for plastic processing operations.

Based on management estimates, we believe we are a leading supplier of hot runner systems, hot halves, mold bases, components and MRO supplies in North America, Europe, and Asia. Through our Mold-Masters brand we are a leading global manufacturer of a comprehensive line of plastic delivery and precision control systems for injection molding applications. The Mold-Masters product line includes highly engineered, proprietary hot runner systems, control systems, aftermarket parts and related services. According to Interconnection Consulting, we hold the #2 market position in the global hot runner industry, the #1 market position in the Americas, the #1 market position in Europe and a growing #2 market position in Asia, with leading global market positions in the electronics and medical end markets, in each case based on sales relative to estimated market size. Through our DME brand we provide a wide range of standard and special mold tooling products with the latest advances in mold technologies to reduce cycle times, increase output and improve productivity. Our DME brand products fall into three primary categories: mold bases, mold components and hot runner systems, each of which are typically replaced in an injection molding system when a new end product is produced or the mold component product wears over time. Offering high-quality MRO products at competitive prices, we strive to become an extension of our customers’ businesses by meeting their day-to-day needs for small tools, gauges, temperature regulators, lubricants, safety supplies and thousands of other items.

Our MDCS segment serves a diverse group of global customers across the entire plastic processing value chain and manufacturing spectrum, including OEMs, molders and mold makers, in the consumer electronics, automotive parts and structures, food and beverage containers, medical devices, building supplies and general packaging. Our MDCS segment supports its global customer base through 13 manufacturing facilities, sales and service locations in 23 countries and over 2,500 employees worldwide.

Our MDCS segment derives substantially all of its revenue from recurring consumable products, parts and services. Hot runner systems are highly customized and replaced frequently due to design changes and innovation in customers’ end products, driving a one to five year replacement cycle. Recurring revenue for our MDCS segment is supported by a large estimated installed base of more than 140,000 systems worldwide as of December 31, 2014, generating an aftermarket service opportunity with attractive margins.

The following are descriptions of the key product categories we provide through our MDCS segment:

Hot Runner Systems. A hot runner system is a highly engineered, custom-designed system that channels molten plastic from an injection molding machine into a mold while optimally filling the mold cavity at the required uniform temperature and pressure. The key components of hot runner systems are the technically advanced manifolds and nozzles that facilitate the melt, distribution and transfer, or “shot” of the molten plastic into the mold. For the years ended December 31, 2014 and 2013, the Successor Period 2012 and the Predecessor Period 2012, sales of hot runner systems were $205.9 million, $146.2 million, $3.5 million and $1.2 million, respectively.

Process Control Systems. Our E-Multi auxiliary injection molding unit typically bolts onto the injection molding machine and allows molders to convert their standard injection molding machines into higher value multi-material systems which mold more than one plastic material in the machine. This process is critical in the production of items such as toothbrushes or closures with integrated oxygen barrier properties.

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Controllers. A controller is electronic technology used to control the hot runner temperature but also for motion control pressure, sequence control, mold cooling and other value-added intelligence activities. A hot runner controller can be sold with a hot runner system or as a standalone product and can control a Mold-Masters hot runner system or a competitor’s hot runner system.

Mold Technologies excluding Hot Runners. We define Mold Technologies as mold bases and mold components. A mold base is an assembly of special mold steel blocks manufactured to specific dimensions. Mold components include items used in the molding process such as leader pins, sprue bushings, dowels, locating rings, springs and baffles.

Aftermarket Parts. MDCS aftermarket parts and value-added post-sale services establish our MDCS business as a partner to its customers. We have an installed estimated base of more than 140,000 systems worldwide as of December 31, 2014, providing a growing source of aftermarket parts demand.

For the years ended December 31, 2014 and 2013, the Successor Period 2012 and the Predecessor Period 2012, sales of other consumable products within our MDCS segment, which include process control systems, mold bases, mold components, aftermarket parts and MRO supplies, were $200.8 million, $174.3 million, $72.6 million and $37.7 million, respectively.

As injection molding processing technologies and material requirements evolve, our MDCS business is committed to partnering with its customers across the life cycle of a machine by leveraging its industry knowledge and engineering expertise to develop technologies that help its customers adapt and succeed. We believe that our MDCS business is a global leader in manufacturing technologically advanced hot runner and control systems and our commitment to technology is evidenced by what we believe to be an industry leading patent portfolio.

For the year ended December 31, 2014, our MDCS revenue breakdown by geography was as follows: North America (37%), Asia (31%; 20% China, 2% India and 9% Rest of Asia), Europe (30%) and Rest of World (2%) and our MDCS revenue breakdown by end-market was as follows: Automotive (29%), Packaging (19%), Electronics (15%), Consumer Goods (13%), Medical (11%), Appliances / Housewares (6%) and Other (7%).

Fluid Technologies

Through our Cimcool brand, we are a leading manufacturer of premium coolants, lubricants, process cleaners and corrosion inhibitors that are used in a variety of metalworking applications such as cutting, grinding, stamping and forming, as well as in the production of glass and mirrors and in high-tech processes such as high speed machining. In particular, we are an established market leader in synthetic and semi-synthetic metalworking fluids. Our fluid products are essential to manufacturing operations, preventing the malfunction of machinery, rusting, machine overheating, contamination and disruption in the production process. We sell fluids with advanced formulations that prolong the life of our customers’ tools, reduce coolant usage, and improve metal removal and metal forming productivity, while meeting stringent performance, health, safety and environmental requirements. Major global end markets for our fluids include automotive, industrial components and machinery, aerospace, appliances and oil and primary metals. While our fluids typically represent a small portion of our customers’ total production costs, they are essential to their manufacturing operations. For over half a century, our specialty has been synthetic (water based) and semi-synthetic fluids, which provide excellent lubricity and are generally more environmentally friendly than traditional oil-based products. We have also developed advanced “green” fluids, made from renewable oils and synthetic esters.

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When customers want to improve part quality, tool life, production efficiency or even the work environment, they turn to us to deliver solutions. Supplied in trademarked pink drums, our Fluids segment provides high quality lubrication technology. Coupled with on-site technical services, we help customers lower operating costs and to help them be more competitive. Milacron was the first company to patent fluids diluted in water and has been a supplier of choice since 1947. With what we believe to be some of the strongest and longest customer relationships in the industry, our business is consistently recognized as a market leader in technology by both customers and competitors. Our fluids products are used in diverse emerging applications such as aerospace titanium, sapphire glass grinding, windmill energy systems and smartphones. We support traditional metalworking customers while always looking to expand into new market opportunities.

For the years ended December 31, 2014 and 2013, the Successor Period 2012 and the Predecessor Period 2012, sales of metalworking fluids were $128.8 million, $128.2 million, $88.4 million and $43.9 million, respectively. For the year ended December 31, 2014, our Fluids revenue breakdown by geography were as follows: North America (42%), Asia (16%; 9% China and 7% Rest of Asia), Europe (40%) and Rest of World (2%) and our Fluids revenue breakdown by end-market were as follows: Automotive (27%), Industrial Components / Machinery (20%), Aerospace (7%), Job Shops / Custom Molders (7%), Electronics (5%), Appliances / Housewares (4%) and Other (30%).

Global Operations

As OEMs continue to increase their activity with suppliers who possess a seamlessly integrated global manufacturing, selling, distribution and service platform, we differentiate ourselves by managing a highly complex set of material flows through a coordinated global footprint mapping process. The result is local customization governed by global methods standardization. We have the ability to accurately map out global material availability and manufacturing capacity to bring a high quality product to market in the shortest amount of time. The tight integration among sales, engineering and operations teams leads to a global footprint which distills a very complex system of moving parts into a clear operating plan. Ultimately, our global reach allows product complexity and cost structures to be balanced against regional service levels, capabilities and capacities.

Over the last few years, we have realigned our operational structure to optimize our presence in the global markets we serve. Specifically, we have increased our investment in Asia and reduced costs in our European operations to better match our resources with shifting market demand. While continuing to emphasize operational excellence, management is also focused on growing our business through expansion in emerging economies, particularly in India, Eastern Europe, Central and South America, Africa and Asia increasing marketing efforts to win new customers, and leveraging our industry leading technologies to capture market share in attractive end markets. In 2014, approximately 55% of our total sales were generated outside of the United States. In the past several years, we have undertaken several initiatives to capitalize on the significant opportunities available in emerging markets, particularly in Asia. Leading our expansion in this region is Ferromatik India, which we believe is the #1 manufacturer and supplier of injection molding technologies in India based on sales, excluding imports, and China, where we have a leading position in the hot runner market through our MDCS business.

Since 2010, we have doubled the machine production of our India injection equipment operations to meet anticipated market demand. We also have blending operations in China and Korea for our Fluids business, with recently expanded capacity as sales have almost tripled in those regions since 2007. In the last four years, we have reinvested $17 million to more than double component capacity at our Mold-Masters facility in Kunshan, China.

We believe we are well positioned to leverage our experience operating in India to gain plastic equipment market share in China, which, based on research from Freedonia and management estimates represents a $7.6 billion annual market as of 2012, by far the largest market in the world, and is projected to grow by 8.2% annually through 2017 according to Global Industry Analysts, Inc. We believe that we can significantly increase our penetration rate into this large market as we continue to expand our capabilities, operations and relationships in the region.

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We have also increased our presence in China by expanding our capacity for injection molding assembly in our Jiangyin, China facility in 2014.

In addition to India and our growing presence in China, we have a significant presence in other non-traditional and growing markets. We have a significant market position in Mexico and other Latin America markets, with nearly $80.4 million in sales to these regions for the year ended December 31, 2014, which reflects an increase of 38% over the prior year.

We are also focused on Eastern Europe and locations outside traditional Western European markets. In 2014, we acquired TIRAD, a leading Czech precision manufacturer of components for injection molding and other industries. Sales in these countries accounted for over $63.8 million for the year ended December 31, 2014 and are expected to experience above market growth, relative to the rest of Europe over the long term.

Our cost structure is highly flexible with approximately 65% of costs, excluding depreciation for the year ended December 31, 2014, tied to materials and cost of sales labor, which cycle up and down with revenue, providing us with a high degree of flexibility. The remaining 35% is driven by cost of sales overhead and selling, general and administrative expenses. For the year ended December 31, 2014, the cost structure was broken down as follows: 48% material, 17% cost of sales labor, 10% manufacturing overhead and 15% and 10% for selling, general and administrative labor and overhead, respectively.

Impact of Recycled Plastics

Recycled plastic materials are a critical part of the plastics value chain, and are often processed on our plastic processing equipment in combination with virgin plastic resins. The increased use of recycled materials does not typically change the form of plastic processing equipment utilized, although specific technologies are sometimes developed to more effectively process recycled materials which can be more difficult to process than virgin resins. In this way, recycled materials can create additional market opportunities for processing technology providers. We have developed such technologies including coinjection systems that enable lower cost recycled materials to be used as an inner layer within plastic parts, hot runner systems designed to handle more complex resins and extrusion systems that are used to produce wood/plastic composite decking.

Customers

We maintain over 27,000 customer relationships, including OEMs, molders and mold makers, across a diverse range of industries, including medical, teletronics, household appliances, consumer goods, automotive, packaging, construction and industrial equipment and components. We have long-standing relationships with our key customers, having served many of our top customers for over 30 years. In 2014, our largest customer accounted for only 1.6% of total sales and our top 10 largest customers accounted for only 8.9% of total sales. While our products are critical to our customers’ manufacturing processes, they represent a small portion of the overall cost of producing our customers’ end products. Management estimates that approximately three-quarters of total cost to produce a part is from resin while the remaining one quarter is from mold depreciation, energy, machine depreciation and other costs.

Competition

Advanced Plastic Processing Technologies

In general, plastic equipment competitors are large companies that compete with us on a global basis. Some are divisions of larger companies, and some offer an extensive range of plastic processing machines for extrusion, injection molding, blow molding, compression molding and thermoforming processes. Our main machine competitors are Arburg (Germany), Battenfeld Cincinnati (Austria, which includes American Maplan (United States)), Bekum (Germany), Davis Standard (United States), Engel (Austria), Graham Engineering (United States), Haitian International Holdings (China), Husky (Canada), Krauss Maffei (Germany, which

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includes Netstal Maschinen AG (Switzerland)), Sumitomo Heavy Industries (Japan) and Toshiba (Japan). Many of our international competitors have recognized the attractive opportunities that exist in North America and have made efforts to penetrate the market.

We believe we have an attractive competitive position in APPT. As a leading player in North America with a strong sales and service team and the only major U.S. production facility capable of producing injection molding, blow molding and extrusion applications, we are well positioned to maintain our market share in this highly desirable market. Moreover, we have a global manufacturing and sales base, in contrast to the local or regional presence of some of our competitors. From a technology perspective, we have the capability to supply customers with fully integrated systems, or critical subsystems (equipment, hot runners, and mold bases) based on their preference. Finally, customers of our products benefit from a strong, global aftermarket service and support network that addresses both the large Milacron and competitor installed bases.

We believe we are the #1 global supplier of parts and service for our own equipment and believe we have room to increase share of aftermarket on our competitors’ equipment. We compete with various regional and local parts and service providers, as well as certain OEMs in this market. Because customers prefer an integrated service model once the machines are installed, we believe we have significant advantages over our competitors in achieving additional growth in the aftermarket business.

Melt Delivery and Control Systems

The hot runner and mold industry is highly fragmented. The majority of the industry competes on regional and niche levels, with only a few truly global players. We estimate that there are thousands of hot runner / mold makers serving the plastic industry, mostly operating as small scale custom tooling shops. We have industrialized and standardized the mold and parts-making process by employing large scale automated manufacturing processes that use innovative manufacturing techniques that we believe cannot easily be replicated. Our main competitors in the MDCS market are LKM (China), Futaba (Japan), Hasco (Germany), Meusburger (Austria), Misumi (Japan, which includes PCS (United States), Progressive (United States). Husky (Canada), Synventive (United States) and Yudo (Korea).

According to Interconnection Consulting, we hold the #1 position in the Americas and Europe and a growing #2 position in Asia in the overall hot runner segment, as well as leading global market positions in the electronics and medical end markets, in each case based on sales relative to estimated market size. Management estimates that MDCS holds the #1 market position in the global premium hot runner segment, and differentiates itself from competitors with its technically advanced product designs, market specific solutions and best in class service.

Fluid Technologies

Our Fluids segment competes with other suppliers of industrial fluids such as Castrol Industrial (U.K.), FUCHS Petrolub (Germany), Quaker Chemical (US) and Houghton/DA Stuart (US), which was acquired by Gulf Oil of India. However, because we specialize in high-performance synthetic (water based) and semi-synthetic fluids, we believe there are few players who compete directly with our Fluids business. We believe we are well positioned to maintain a leadership role in the industrial fluids industry. The Fluids segment has inherent customer retention value, given its emphasis on high-end products with low turnover and high-touch service compared to its competitors’ commodity based products. Moreover, we continuously invest in research and development to develop advanced “green” fluids made from renewable oils and synthetic esters.

Facilities

We have taken a disciplined approach in realigning our manufacturing presence to optimize our cost structure and ability to serve high growth regions. We operate sales offices in over 20 countries with a sales and service network that covers all major markets across the globe. Our corporate headquarters, which includes our executive offices, are located in Cincinnati, Ohio.

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The following table describes our principal owned and leased properties as of December 31, 2014:

Location	Square Footage		Type	Own/ Lease	APPT	MDCS	Fluids
Americas
Batavia, Ohio		490,000	Manufacturing	Own	ü
Irvine, California		16,000	Distribution	Lease	ü
McPherson, Kansas		93,000	Manufacturing	Lease	ü
Mt. Orab, Ohio		213,000	Manufacturing	Own	ü
Rowley, Massachusetts		46,000	Manufacturing	Lease	ü
Querétaro, Mexico		41,000	Distribution and Service	Lease	ü
Southlake, Texas		24,000	Distribution and Service	Lease	ü
Tecumseh, Michigan		75,000	Manufacturing	Lease	ü
Georgetown, Ontario, Canada		122,000	Manufacturing	Lease		ü
Georgetown, Ontario, Canada		54,000	R&D	Lease		ü
Brantford, Ontario, Canada		18,000	Manufacturing	Lease		ü
Sao Paulo, Brazil		12,000	Manufacturing	Lease		ü
Madison Heights, Michigan		71,000	Distribution	Own		ü
Greenville, Michigan		65,000	Manufacturing	Lease		ü
Windsor, Ontario, Canada		24,000	Manufacturing	Own		ü
Youngwood, Pennsylvania		140,000	Manufacturing	Own		ü
Cincinnati, Ohio		100,000	Manufacturing, Corporate HQ	Own			ü
Europe
Berlin, Germany		16,000	Distribution and Service	Lease	ü
Magenta, Italy		97,000	Manufacturing	Lease	ü
Malterdingen, Germany		420,000	Manufacturing	Own	ü
Policka, Czech Republic		55,000	Manufacturing	Lease	ü
Baden-Baden, Germany		67,000	Manufacturing	Lease		ü
Hereford, United Kingdom		14,000	Manufacturing	Own		ü
Mechelen, Belgium		70,000	Distribution	Own		ü
Zeletava, Czech Republic		36,000	Manufacturing	Own		ü
Vlaardingen, Netherlands		74,000	Manufacturing	Own			ü
Asia Pacific
Ahmedabad, India		240,000	Manufacturing	Own	ü
Jiangyin, China		87,000	Manufacturing	Lease	ü
Kawasaki, Japan		8,000	Distribution	Own		ü
Kunshan, China		176,000	Manufacturing	Own		ü
Coimbatore, India		25,000	Manufacturing	Lease		ü
Maharashtra, India		22,000	Manufacturing	Own		ü
Shenzhen, China		13,000	Distribution	Lease		ü
Shinoli, India		22,000	Manufacturing	Own		ü
Shanghai, China		59,000	Manufacturing	Lease			ü
Ulsan, South Korea		100,000	Manufacturing	Own			ü
Total		3,205,000

Our ownership interests in real property are materially important as a whole. However, we do not own any individual materially important property and therefore do not present a description of our title to, or other interest in, our properties.

Research and Development

We continually invest in research and development to improve the performance of existing products, to bring new products to market and to remain at the technological forefront of the plastic processing, melt delivery and controls and metalworking fluids industries. A longstanding organizational commitment to funding

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developments in new technology has led to numerous new products and serves as the engine for a new product development pipeline that we believe positions us for continued growth and increased market share. Recent research and development innovations have focused on the transition to a fully integrated process controls company, with new technologies, such as E-Multi, presenting significant market opportunities. We have design engineers in all major production regions worldwide, including a global design center in India and a research and development center in Ohio, USA and Canada.

We are committed to developing new products that meet the evolving needs of the industries and customers we serve. The new product development team is working to bring new products to market faster and more effectively in order to increase global sales from new products released within the last three years to their innovation target of 15% of total net sales. We invested $24.3 million and $19.0 million in research and development for the years ended December 31, 2014 and December 31, 2013, respectively, and $8.0 million for the Successor Period 2012 and $4.3 million for the Predecessor Period 2012.

Intellectual Property

We have a long history of new product development and currently hold approximately 1,000 active and pending patents on a range of technologies. Our intellectual property portfolio, and in particular product designs with MDCS and proprietary chemical formulations used in our Fluids business, serve an important role in protecting our and our customers’ competitive positions by building barriers to entry and increasing switching costs. Our recent Mold-Masters and Kortec acquisitions have added significant intellectual property related to hot runner system design and functionality, which we believe provides us with a competitive advantage. In connection with our patented and proprietary technologies, we hold a number of trademarks worldwide that we believe are important to protecting our brand.

Raw Materials and Suppliers

In order to secure our supply needs, we have developed a global network of reliable, low-cost suppliers. We source approximately 25% of our components and materials from suppliers located in low cost countries and are working towards increasing this percentage. We source certain components from third-party suppliers and continually review our costs to determine whether to outsource or utilize in-house capabilities. Prior to sourcing from third-party suppliers we evaluate the suppliers management capabilities and, where necessary, product quality and performance. Steel, which we source both directly and indirectly through our component suppliers, is the primary material used in our products and represented approximately 35% of total material costs globally in 2014. We do not enter into derivative financial instruments to hedge our commodity price risk and currently do not have a significant number of long-term supply contracts with suppliers. We estimate that approximately $8 million to $10 million of annual run-rate cost-savings will be realized by the end of 2015 from ongoing low cost country sourcing initiatives and other third-party supplier cost reduction projects.

Sales and Marketing

Our approach to sales and marketing is a key part of our strategic initiatives to drive growth. Our sales have an increasingly global focus, while maintaining regional flavor through our international brands. We have also focused our sales on key accounts, implementing corporate buying agreements with select customers while targeting several others. Our sales of aftermarket services and parts and our MDCS products benefit from our extensive global installed base of equipment, creating an advantage over our competitors in securing a wide base of customers for our high-margin offerings. In order to better leverage our proprietary network of installed machines, we have taken steps to implement best-in-class practices in a number of areas such as pricing, inventory management, e-commerce programs and using the latest technology to best serve our customers. We plan to replicate the Americas aftermarket component of our APPT business model on a global level, building on existing infrastructure and growth strategies to increase aftermarket sales levels across all of our businesses worldwide.

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Our direct sales efforts have resulted in a more concentrated effort to promote our value-add products which may include machine upgrades to promote improved performance or cost savings for our customers. We have also created a Strategic Accounts Management sales leadership team to drive relationships with major plastic processors across our different product lines. We believe this will enhance our leadership position in the injection molding equipment market and continue to drive share gains for the overall business.

Our APPT sales teams often work closely with all decision makers in the value chain to ensure that our equipment and products are effectively designed to produce the desired solution. Our sales force acts as the conduit between the customer and our team of engineers, working closely with the customer to design a product that meets their specifications

Most of our direct MDCS sales team members have engineering backgrounds with significant tenure in the plastic industry, supporting the team’s highly technical approach to the sales process. Our sales force focuses on generating pull-through demand. We believe that one of the value drivers of our MDCS sales force is that we work extensively with OEMs, or brand owners, on product design and design for manufacturing, which allows us to be specified as the hot runner supplier when those projects go to production. The sales force acts as the conduit between the customer and designers, working closely with designers to communicate customer needs and working with customers to communicate our unique design and functional capabilities. We believe that these points of contact throughout the value chain give us visibility on where investment is happening in the plastic industry, which is relevant both to our APPT business and our MDCS business.

Our Fluids business sells its products primarily through its direct sales and distribution networks. In connection with most accounts, the segment supports their fluids with service and analysis, but generally does not enter into contracts for chemical management. New business may be captured by offering customer trials of the product. We continuously work with customers to reformulate our products to best serve their individual needs.

We do not typically have long-term supply agreements with customers and terms are generally negotiated on an individual order basis. We typically require customers purchasing injection molding, blow molding or extrusion machines to make a 10% to 40% down payment when an order is placed, often with a series of additional progress payments required prior to shipment which helps ensure collection of the full purchase price. Pricing is set at the time of order, typically on a customized basis for each product. Raw materials and component purchases are managed based on new machine order trends, allowing us to reduce the risk of changes in raw material and components pricing.

Employees

As of March 31, 2015, we employed 5,368 associates. Approximately 700 of our European associates belong to work councils or are otherwise subject to labor agreements. We believe that relations with its employees are generally good.

Indemnification and Insurance

We have domestic and international insurance coverage, leveraging our purchasing base across facilities for property and casualty, workers compensation, and other liability insurance. Management believes its insurance levels are appropriate for the scope and size of its operations.

Regulatory

We are subject to various regulatory reviews and compliance including Ministry of Labor, OSHA and ISO audits. We believe we are in compliance with regulations in all material respects.

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Environmental

We are subject to laws, regulations and permitting requirements relating to the protection of the environment and public and workplace health and safety, including those governing discharges of pollutants to the air and water, the management and disposal of hazardous substances and wastes, the clean-up of contaminated sites and the protection of employee health and safety. Failure to comply with, or imposition of liability under, such laws and regulations could result in significant costs, including clean-up costs, fines and sanctions, and claims by third parties for property damage and personal injury. Some environmental laws impose strict, and in certain circumstances joint and several, liability on present and former owners and operators of facilities and sites for contamination at those locations. Many of our facilities and sites have an extended history of industrial use. From time to time, soil or groundwater contamination has been detected at some of our sites. We are currently, and have in the past been, engaged in investigation and remediation of these facilities. We do not currently believe that any future remediation or compliance costs, or claims of government or other parties, involving environmental, health or safety matters would have a material adverse effect on our business. However, it is not possible to quantify with certainty the potential impact of actions relating to environmental, health and safety matters, particularly remediation and other compliance efforts that our subsidiaries may undertake in the future, due to uncertainties about the status of laws, regulations, technology and information related to individual sites.

Legal Proceedings

Various lawsuits arising during the normal course of business are pending against us and our consolidated subsidiaries. We are vigorously defending these claims and believe we have reserves and insurance coverage sufficient to cover potential exposures.

While, in the opinion of management, the liability resulting from these matters will not have a significant effect on our consolidated financial position or results of operations, the outcome of individual matters cannot be predicted with reasonable certainty at this time.

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INDUSTRY

We are a global leader in the manufacture, distribution and service of highly engineered and customized systems within the $27 billion plastic technology and processing industry. Based on management estimates, we believe the top 15 companies (including Milacron) account for approximately one-third of the $27 billion plastic processing and technology industry while the rest of the market accounts for approximately two-thirds of the $27 billion plastic processing and technology industry.

Plastic Processing Technologies Industry

The global plastic processing technology industry is comprised of equipment for injection molding, blow molding, extrusion, thermoforming, compression molding and other types of plastic processing equipment. Of these, we design and manufacture equipment for the three primary plastic processing equipment applications: injection molding, blow molding and extrusion applications, along with mold technologies products such as mold bases, mold components, hot runner systems, process control systems, auxiliary equipment and related aftermarket services and parts. We believe our comprehensive portfolio and large direct sales force allows us to serve the entire value chain.

•       Products and Services: Mold bases, components and hot runner systems •       Replaced every 1-5 years •       Hot runner system channels molten plastic from machine into the mold •       Mold bases provide platform for building and holding the plastic mold	•       Products and Services: Milacron injection molding machine •       Machine melts resin and injects molten plastic into the mold via hot runner system •       15-25 year replacement cycle •       Products and Services: Equipment aftermarket services and parts •       Large installed base of 40,000+ machines and 140,000+ systems globally including repair and replacement parts captures attractive recurring revenue stream	•       Products and Services: •       OEMs with in-house molding operations purchase machinery and aftermarket parts and services •       OEMs with outsourced molding often specify equipment to their suppliers

Based on research from Global Industry Analysts, Inc., management estimates that the annual global market for plastic processing machinery is currently $25 billion and is expected to reach $31.1 billion by the end of 2017, reflecting a CAGR of approximately 7.1%. Global Industry Analysts, Inc. estimates that the total market size of the injection molding, extrusion, and blow molding segments are approximately 52%, 18%, and 7%, respectively, of the total market. Growth in these segments is driven by the overall expected rise in plastic processing and continuing advances in technology, such as the shift to higher-end equipment as plastic processors seek to reduce their operating costs and produce higher quality products.

According to Interconnection Consulting, the global hot runner market is approximately Euro 1.7 billion ($2.1 billion) in size and is projected to grow to Euro 2.2 billion ($2.6 billion) by 2017, representing a CAGR of

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8.0%. Consistent with historical periods, the hot runner market is expected to grow faster than the overall global economy based on macro-economic drivers involving product life cycles, demographics, technology conversion and greater use of plastic. Demand within the hot runner market is driven more by product design changes and model refreshes than by end product volume, because hot runners are typically custom ordered for each new product mold, representing a critical factor in the market’s resiliency during economic cycles. Through the use of hot runners, customers are able to increase efficiency and differentiate on quality, aesthetics and functionality. A variety of end markets utilize hot runner technology to improve their plastic injection molding process, including vehicle, electronics, transportation, packaging, medical, household and consumer goods and closures. While the hot runner market is expected to experience strong growth across the developed world, significant growth is also expected in emerging markets. According to Interconnection Consulting, China accounts for 26.6% of the hot runner market and is expected to expand to Euro 0.6 billion ($0.7 billion) by 2017, representing a CAGR of 8.3% from 2014 through 2017. India accounts for 2.5% of the hot runner market and is expected to grow by a CAGR of 11.8% from 2014 through 2017. This growth is primarily due to the rise of the middle class in emerging markets driving above market growth in the packaging, personal care and electronics industries. The developed North American and European markets, which currently account for 17.8% and 31.5% of global hot runner demand, respectively, are expected to grow at a CAGR of 8.5% and 8.1%, respectively, from 2014 through 2017.

The following charts illustrate the growth in global plastic consumption, global plastic processing machinery demand and the global hot runner market for the periods set forth below.

Global Plastic Consumption (in millions of tons)(1)	Global Plastic Processing Equipment Market ($ in bn)(2)	Global Hot Runner Market ($ in bn)(3)

(1) Source: Global Industry Analysts, Inc. (January 2012).

(2) Source: Global Industry Analysts, Inc. (May 2014).

(3) Source: Interconnection Consulting. (October 2014 and August 2012).

We believe the following factors will contribute to demand growth for products in our APPT and MDCS segments:

Increasing Global Demand for Plastic Finished Products: According to Global Industry Analysts, Inc. global consumption of plastic was 229 million tons in 2010 and was projected to grow at a CAGR from 2010 to 2015 of approximately 5% to 297 million tons. We believe the growing demand for plastic products is supported by long term macroeconomic trends. Global population growth, coupled with continued urbanization, increased purchasing power and improved lifestyle in emerging markets have resulted in greater demand for a broad range of finished plastic products in many segments of the economy, including automotive, construction and consumer products. We believe that our strong global presence positions us well to benefit from this growth.

Technological Advancements, New Product Introductions and Continued Preference for Plastic Over Other Materials: Technological advancements in resin, product design and systems integration have increased the number

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and range of applications for which plastic products can be used. These advancements have led to increased adoption and penetration rates in both high growth industries, such as healthcare and electronics as well as high volume industries, such as automotive and consumer packaging. For example, the use of plastic components assists automakers in reducing vehicle weight to meet federally mandated fuel economy standards. Consumers have continued to exhibit a preference for plastic packaging over available alternatives, particularly in food packaging. A number of our technologies are helping to drive the conversion from metal and glass to plastic, and we believe our technology and track record for delivering efficient high speed systems for shelf stable plastic packaging will position us to take advantage of this continued materials conversion to plastic.

(1) Source: The Freedonia Group, Inc.

Hot Runner Market Demand Growth: Because hot runners are typically custom ordered for each new product mold, demand for hot runner systems is tied to new product design and product design changeover rather than broader capital investment trends. For instance, in certain large end markets, including electronics and consumer products where technology and preference are rapidly changing, product life cycles have significantly decreased in recent years. While the hot runner market is expected to experience strong growth across the developed world, significant growth is also expected in emerging markets. In certain emerging markets, such as Asia, hot runner systems are displacing legacy cold runner technology driven by an increased need for productivity, efficiency, automation and higher part quality. Although growing, hot runner penetration levels in emerging markets remain well below the penetration levels seen in developed economies. According to Interconnection Consulting, China accounts for 26.6% of the hot runner market and is expected to expand to Euro 0.6 billion ($0.7 billion) by 2017, representing a CAGR of 8.3% from 2014 through 2017. India accounts for 2.5% of the hot runner market and is expected to grow by a CAGR of 11.8% from 2014 through 2017. This growth is primarily due to the rise of the middle class in emerging markets driving above market growth in the packaging, personal care and electronics industries and increasing penetration of hot runners in these markets. The developed North American and European markets, which currently account for 17.8% and 31.5% of global hot runner demand, respectively, are expected to grow at a CAGR of 8.5% and 8.1%, respectively, from 2014 through 2017.

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Shale gas boom driving a renaissance of the U.S. Manufacturing Industry: The U.S. shale gas boom has dramatically shifted the region’s supply of natural gas, which has fundamentally changed its competitive position in the petrochemical and downstream industries including plastics. This long-term shift in U.S. hydrocarbon supply has resulted in significant investment in U.S. petrochemical capacity projects that are expected to come on-stream over the next several years. This incremental capacity is expected to provide cost competitive feedstock for downstream plastics applications. Management believes that this dynamic will result in incremental U.S. demand for our products.

Pent-up Equipment Demand: The average age of plastic processing equipment, particularly in the United States, has steadily increased as a result of under-investment in equipment in the last decade and especially from 2008 to 2010 due to the economic recession. According to the U.S. Department of Commerce Bureau of Economic Analysis, the average age of plastic processing equipment in 2013 was 12 years compared to an average age of eight years in 1980. According to the U.S. Federal Reserve Board, the capacity utilization of the U.S. plastic and rubber products industry decreased to 57.5% in 2009, but has since improved and was estimated to be 80.0% in January 2015. We believe that many processors deferred investment in new equipment in the United States in the decade from 2000 to 2010 as they invested in emerging markets and delayed replacement during the 2008-2010 recession. Since 2010, many customers have reinvested in their North American plants due to rising demand and the improved competitiveness of North American manufacturing. We believe much of the equipment purchased in the 1980s and 1990s is now nearing the end of its useful life, and the plastic processing industry will experience sustained growth as customers begin to make significant investments in machinery and equipment due to strong plastic demand, lower resin costs and a more robust manufacturing environment. We offer our customers several options to address this issue, including machine replacement, used machine purchases and retrofit services to upgrade their technology. Technological advances in our products have made it more compelling for our customers to purchase new equipment or engage us to retrofit their existing equipment before the end of their existing equipment’s useful life. Upgrading their equipment can provide our customers with several key advantages, including increased resin efficiency, energy efficiency and higher throughput capabilities.

(1) Source: U.S. Department of Commerce Bureau of Economic Analysis.

We believe these global macroeconomic trends, along with other specific regional trends, will impact our end markets in the following ways:

Automotive. The global automotive vehicle production market, as estimated by Interconnection Consulting, is expected to grow 2.2% annually from 2014 to 2017, representing approximately 97 million vehicles in 2017. As vehicles are redesigned, we believe demand for our machines capable of producing plastic automotive parts, such as interior trim, dashboards, and bumpers, will continue to increase. Another long-term trend, helping to drive new vehicle launches in the automotive sector, is the promotion of fuel efficiency through Corporate Average Fuel Economy standards as promulgated by the United States Department of Transportation. Because plastic is a more lightweight material than the various types of metals used in car and truck manufacturing, we believe carmakers will be encouraged to use plastic for an increasing number of components

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to increase fuel efficiency. In emerging markets, particularly China, India, and Brazil, the automotive market has been experiencing significant growth and represents additional opportunities for expansion. In India, automotive production grew 13.9%, 1.3%, and 4.0% in 2012, 2013 and 2014, respectively. In China, light vehicle sales have doubled over the period from 2008 to 2013, and annual sales are estimated at 20 million vehicles.

(1) Source: Percentage of total vehicle weight estimates from Plastics. The Future for Auto Makes and Chemical Companies, A.T. Kearney, 2012. and vehicle production estimates from LMC Automotive.

Construction. Many of our products, particularly in extrusion equipment, are used in the construction end market in a wide variety of products including pipes and fittings, siding, window and door frames, tile, decking and fencing. According to the U.S. Census Bureau, housing starts in the United States in 2014 increased by 8.8% compared to 2013. In 2014, we experienced a 14.1% increase in sales of extrusion equipment and tooling compared to the prior year, which reflects the continued recovery in the residential and non-residential construction markets.

PET Preform Systems. A preform is a test-tube shaped molded part that is later stretched and blow molded to make a lightweight and durable container or bottle. The most common end use for a preform is a water bottle. Our APPT segment provides technology-leading PET preform systems that can include a high output injection molding machine, high speed robot with post mold cooling technology, preform molds, hot runner systems and specialized auxiliary equipment (dryers, chillers, dehumidification and material handling). As part of a turn-key system provider, we lead the installation and system validation process. This is an unserved market expansion opportunity for us.

Other End Markets. Several of our other end markets, such as medical and other consumer applications, represent attractive high growth opportunities. Plastic is used in a number of medical applications, including blood tubes, petri dishes, inhalers, insulin injection pens, disposable syringes and parts of intravenous infusion kits. Additionally, we are a supplier to leading manufacturers of consumer electronics, another high-growth area for us. As a result of continuing technological advancement, the plastic components required for these product applications will become smaller and more precise, driving the need for value-added high-precision hybrid and all-electric plastic equipment.

Metalworking Industrial Fluids

We estimate the global market for metalworking industrial fluids will grow at an annual rate of 4.2% to $430 million in 2018, with volume expanding to 34 million gallons. We expect this growth to be driven by demand for metal products, which are produced on metalworking machinery through cutting, stamping and other processes. Key characteristics of the premium segment of this industry where our Fluids segment is positioned include:

Highly Specialized Products Resulting in High Barriers to Entry. As industrial production and demand for metalworking machinery grows, manufacturers require higher amounts of high-quality coolants, lubricants and cleaners to maximize productivity and extend equipment and tooling life spans. Products are developed with specific demands of customers in mind and represent a high degree of proprietary information that cannot be

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easily reproduced by competitors. Metalworking fluids are critical to enabling high plant throughput, increasing the life of machine tools, and reducing scrap, creating significant barriers to entry for new competitors and high switching costs for customers. Given the essential nature of the industrial fluid products while only comprising a small fraction of total operating cost for customers, we believe that customers prefer to source products from trusted technologically focused suppliers with whom they have long-term relationships.

Technologically Advanced and Greater Health, Safety and Environmental Requirements. The synthetic industrial fluids market in which we participate has an improved health, safety and environmental profile relative to traditional oil-based fluids. Due to evolving regulatory requirements such as those enacted by Registration, Evaluation, Authorisation and Restriction of Chemicals (“REACH”) in the European Union, participants in this industry are continuously seeking to innovate and develop specific formulations to meet the standards. Based on market trends, we expect significantly higher demand for technology fluids due to environmental and health concerns and as new applications are developed.

Technological Developments. Because our Fluids products are developed with customers’ specific demands in mind, the products represent a high degree of proprietary information that cannot be easily reproduced by competitors. Additionally, the chemicals industry is highly regulated in all parts of the world and our dedicated scientists and chemists work to ensure that our products are compliant with the relevant regulations in each of our customers’ respective jurisdictions. This results in barriers to entry from competition and switching costs for customers.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our directors and executive officers as of May 29, 2015.

Name	Age	Position
Tom Goeke	56	President, Chief Executive Officer and Director
Bruce Chalmers	48	Chief Financial Officer
Ronald Krisanda	53	Chief Operating Officer—APPT
John Gallagher III	51	Chief Operating Officer—MDCS and Fluids
Ira Boots	61	Chairman and Director
Greg Brenneman	53	Director
Timothy Walsh	52	Director
Mark McFadden	37	Director
Jim Gentilcore	62	Director
Waters Davis	61	Director
Jim Kratochvil	58	Director
James Ridout	44	Director

Tom Goeke was appointed President and Chief Executive Officer of Milacron in September 2012. Mr. Goeke has over 25 years of industry experience and previously served as Chief Operating Officer of Seakeeper Inc. from October 2011 to June 2012 and as Chief Executive Officer of Klöckner Pentaplast Group from July 2005 to May 2011. Prior to that, Mr. Goeke served in a number of positions at Klöckner Pentaplast since 1989 and also gained experience at Hoechst Celanese Rigid Film Division. Mr. Goeke received his Bachelor of Science degree in Mechanical Engineering from Widener University and his Masters of Business Administration degree from the College of William and Mary. Mr.Goeke was elected to serve on our Board due to being a seasoned executive with experience in a variety of senior roles in the plastics industry.

Bruce Chalmers was appointed Chief Financial Officer in November 2014, and prior to that, he was our Vice President, Finance since January 2014. Mr. Chalmers also heads our finance and shared service function. Mr. Chalmers has over 20 years of experience in finance. Most recently, Mr. Chalmers served as Chief Financial Officer of MetoKote Corporation, Inc. from 2012 until 2014. Prior to that, he served as a Managing Director at PricewaterhouseCoopers in their transaction services practice from 2006 until 2012. Mr. Chalmers was a Managing Director at Stout Causey Capital from 2005 until 2006. He held various positions in finance at Millenium Capital from 1997 until 2005. Mr. Chalmers started his career in finance at Ernst & Young. Mr. Chalmers received a Bachelor of Science degree in Finance from Drexel University.

Ronald Krisanda was appointed as Chief Operating Officer—APPT in July 2014 and prior to that was President of the Mold-Masters business and leader of the integration of Mold-Masters into Milacron. Previously, Mr. Krisanda served as the Chief Operating Officer of Edwards Group Limited from January 2009 through November 2012, and led the Operations, Supply Chain, Engineering and Technology organizations, responsible for its extensive restructuring program. From 2002 to 2008, Mr. Krisanda held senior management positions with Tyco International, including President of Tyco Fire & Security Europe, Middle East and Africa businesses, President of Tyco Safety Products, and Vice President of Operations for Tyco Plastics. Prior to Tyco, he was Senior Vice President of Operations of Multilink Technology Corp. from November 2000 to 2002 and Vice President Operations for Motorola’s Broadband Segment , based out of Taiwan from 1997 to 2000. Mr. Krisanda started his career at The Ford Motor Company, and worked in both the Electronics Division and the Climate Control Division. Mr. Krisanda received a Bachelor of Science degree in Mechanical Engineering from Clarkson University and a Master of Science degree in Manufacturing Systems Engineering from Lehigh University.

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John Gallagher III was appointed Chief Operating Officer—MDCS and Fluids in May 2014. Previously, Mr. Gallagher served as Chief Executive Officer of Stellar CJS Holdings, LLC, a privately held investment company formed in 2009 from April 2009 to April 2014, and served on our Audit Committee from August 2012 until April 2014. Mr. Gallagher also served as a member of our Board from August 2012 until May 2015. Prior to his service with Stellar CJS, Mr. Gallagher served in various senior executive capacities with Celanese Corporation from 2005 until 2009, including as Executive Vice President and President, Acetyl and Celanese Asia from 2007 to 2009 and Executive Vice President and Chief Financial Officer of Celanese Corporation from 2005 to 2007. Prior to his service with Celanese, Mr. Gallagher served in several executive positions with Great Lakes Chemical Corporation including acting Chief Executive Officer, Chief Financial Officer and Senior Vice President, Global Supply Chain. Prior to that time, Mr. Gallagher was Vice President and Chief Financial Officer of UOP LLC from 1999 to 2001; served in various capacities at AlliedSignal, Inc., including as Chief Financial Officer, Bendix Commercial Vehicle Systems Division, from 1995 to 1999; and worked as a senior manager for the public accounting firm Price Waterhouse LLP from 1986 to 1994. Mr. Gallagher currently serves on the board of directors of Kraton Performance Polymers, Inc. Mr. Gallagher received a Bachelor of Science degree in Accounting from the University of Delaware and is a Certified Public Accountant (inactive). He is a member of the American Institute of Certified Public Accountants.

Ira Boots was appointed our non-executive Chairman in April 2012. He was previously Chairman of the Board and Chief Executive Officer of Berry Plastics Corporation from 2001 to 2010, and a Director of Berry Plastics Corporation since April 1992. Prior to that, Mr. Boots served as Chief Operating Officer of Berry Plastics Corporation since August 2000 and Vice President of Operations, Engineering and Product Development of Berry Plastics Corporation since April 1992. Mr. Boots joined a predecessor company to Berry Plastics Corporation in 1978 as Manager of Tooling. Mr. Boots was elected to serve on our Board due to his knowledge and experience in the industry and his extensive leadership experience.

Greg Brenneman serves as a member of our Board, a position he has held since April 2012. Mr. Brenneman is Chairman, President and Chief Executive Officer of CCMP and a member of the firm’s Investment Committee. Prior to joining CCMP in October 2008, Mr. Brenneman served as Chief Executive Officer of QCE Holdings LLC (“Quiznos”), a U.S. quick service restaurant chain, from January 2007 until September 2008 and as President of Quiznos from January 2007 until November 2007. He also served as Executive Chairman of Quiznos from 2008 to 2009. Prior to joining Quiznos, from 2004 to 2006, Mr. Brenneman was Chairman and Chief Executive Officer of Burger King Corporation. Prior to joining Burger King, Mr. Brenneman was named President and Chief Executive Officer of PwC Consulting in June 2002. Mr. Brenneman joined Continental Airlines in 1995 as President and Chief Operating Officer and a member of its board of directors. In 1994, Mr. Brenneman founded Turnworks, Inc., his personal investment firm that focuses on corporate turnarounds. Prior to founding Turnworks, Inc., Mr. Brenneman was a Vice President for Bain and Company. Mr. Brenneman currently serves on the board of directors of PQ Corporation, Francesca’s Holdings Corp., Eco Services Operations LLC, Volotea SL, The Home Depot, Inc. and Baker Hughes Inc. Mr. Brenneman holds a Masters of Business Administration degree with distinction from Harvard Business School and a Bachelors Administration of Business degree in Accounting/Finance, summa cum laude from Washburn University of Topeka, Kansas. He was awarded an honorary Doctor of Commerce degree from Washburn University. Mr. Brenneman was elected to serve on our Board due to his extensive experience in the industrials industry and his affiliation with CCMP.

Timothy Walsh serves as a member of our Board, a position he has held since April 2012. Mr. Walsh is Chief Operating Officer and a Managing Director of CCMP and a member of the firm’s Investment Committee. Prior to joining CCMP upon its formation in August 2006, Mr. Walsh was a Partner at J.P. Morgan Partners, LLC between 2002 and 2006. Before joining J.P. Morgan Partners in 1993, Mr. Walsh worked on various industry-focused client teams within The Chase Manhattan Corporation. Mr. Walsh currently serves on the board of directors of Generac Holdings, Inc., PQ Corporation, Eco Services Operations LLC and Volotea SL. Mr. Walsh holds a Bachelor of Science degree from Trinity College and a Master of Business Administration

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degree from the University of Chicago Graduate School of Business. Mr. Walsh was elected to serve on our Board due to his extensive experience in the industrials industry and his affiliation with CCMP.

Mark McFadden serves as a member of our Board, a position he has held since April 2012. Mr. McFadden is a Managing Director of CCMP focused on investments in the industrial sector. Prior to joining CCMP in 2002 upon its formation in August 2006, Mr. McFadden was an Associate with J.P. Morgan Partners, LLC between 2002 and 2006. Prior to joining J.P. Morgan Partners, Mr. McFadden was an investment banking analyst at Credit Suisse First Boston. Mr. McFadden currently serves on the board of directors of Eco Services Operations LLC. Mr. McFadden holds a Bachelor of Business Administration degree in Finance and a Bachelor of Arts degree in History from the College of William and Mary. Mr. McFadden was elected to serve on our Board due to his extensive experience in the industrials industry and his affiliation with CCMP.

Jim Gentilcore serves as a member of our Board, a position he has held since February 2014. Mr. Gentilcore most recently served as Chief Executive Officer of Edwards Group Limited from March 2013 to January 2014. Mr. Gentilcore is currently an Executive Advisor to CCMP, where he has served in an advisory role since April 2014. Mr. Gentilcore previously served as a Director of Edwards from December 2007 to January 2014. Prior to that, from January 2009 until March 2011 he was Chief Executive Officer of EPAC Technologies Inc., a logistics technology solutions company. Mr. Gentilcore also served as Chief Operating Officer of Brooks Automation Inc., a position he held from November 2005 until November 2007 after leading the merger between Brooks and Helix Technology Corp. where he had been the Chief Executive Officer from December 2002 until October 2005. Prior to that, Mr. Gentilcore was the Chief Operating Officer of Advanced Energy Industries, Inc., a process power supplier to the semiconductor and solar industries. Earlier in his career, he spent 10 years in the electronics materials industry with Air Products Inc., serving in various business development and operational roles. Mr. Gentilcore also currently serves on the board of directors of KMG Chemicals, Inc. and Entegris, Inc. Mr. Gentilcore holds a Bachelor of Science degree in Engineering from Drexel University and a Masters of Business Administration degree from Lehigh University. Mr. Gentilcore was elected to serve on our Board due to his years of experience as an executive officer of a number of companies.

Waters Davis serves as a member of our Board, a position he has held since July 2013. Mr. Davis also served as Executive Vice President of NuDevco LLC from December 2009 to July 2014. Mr. Davis is currently an Executive Advisor to CCMP, where he has served in an advisory role since October 2012. Mr. Davis currently serves on the board of directors of Newark E&P Holdings, LLC and Earthwork Solutions, LLC. He is also President of the National Christian Foundation. Mr. Davis holds a Bachelor of Science degree in Architectural Engineering from the University of Texas at Austin and a Master’s of Business Administration degree from Harvard Business School. Mr. Davis was elected to serve on our Board due to his years of experience as a senior executive at a number of companies.

Jim Kratochvil serves as a member of our Board, a position he has held since November 2014. Mr. Kratochvil is President of Jorgenson Petroleum Maintenance, Inc. Prior to joining Jorgenson Petroleum Maintenance, Inc. in March 2014, Mr. Kratochvil served as Chief Financial Officer of Berry Plastics Group, Inc. from December 1990 until December 2013 and as Assistant Treasurer from October 2009 until November 2013. He served in various roles at Berry Plastics Corporation since joining its predecessor in 1985. Mr. Kratochvil holds a Bachelor of Science degree in Finance from the University of Illinois. Mr. Kratochvil was elected to serve on our Board due to his many years of experience in the plastic industry.

James Ridout serves as a member of our Board, a position he has held since August 2013. Mr. Ridout is a Director of Private Equity at AIMCo, where he has served since February 2009. Mr. Ridout currently serves on the board of directors of Alegeus Technologies, LLC and Conversant Intellectual Property Management Inc. Mr. Ridout holds a Bachelor of Commerce degree in Finance from Dalhousie University. Mr. Ridout was elected to serve on our Board due to his affiliation with AIMCo and his extensive experience as a private equity professional.

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Board of Directors

Our business and affairs are managed under the direction of our Board. Upon the consummation of this offering, our Board will be composed of nine directors, and three seats on our board will be occupied by full-time investment professionals of CCMP. Our executive officers and key employees serve at the discretion of our Board. Following the consummation of this offering, our amended and restated certificate of incorporation and by-laws will provide that our Board will be divided into three classes, with one class being elected at each annual meeting of the stockholders. Effective immediately upon the effectiveness of our amended and restated certificate of incorporation, the Class I directors will be Messrs. Davis, Goeke and Walsh, the Class II directors will be Messrs. Boots, Brenneman and Gentilcore and the Class III directors will be Messrs. Ridout, Kratochvil and McFadden. Such Class I directors, Class II directors and Class III directors will each serve until the conclusion of the annual stockholders meetings held in calendar years 2016, 2017 and 2018, respectively, and if reappointed at the applicable annual stockholders meeting, shall subsequently serve for three-year terms, or until his successor is appointed or elected.

Controlled Company Exception

After the completion of this offering, CCMP will continue to beneficially own shares representing more than 50% of the voting power of our shares eligible to vote in the election of directors. As a result, we will be a “controlled company” for purposes of the rules of the NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements (1) that a majority of our Board consist of independent directors; (2) that our Board has a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; (3) that our director nominees are selected, or recommended for selection by the Board, either by (a) independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate or (b) a nominating and corporate governance committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (4) of an annual performance evaluation of the nominating and corporate governance and compensation committees. For at least some period following this offering, we intend to utilize these exemptions. Immediately following this offering we do not expect that our compensation committee or nominating and corporate governance committee will be comprised entirely of independent directors. Accordingly, although we may transition to fully independent compensation and nominating and corporate governance committees prior to the time we cease to be a “controlled company,” for such period of time you will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE we will be required to comply with these provisions within the applicable transition periods. The controlled company exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and the NYSE rules, which require that our audit committee be composed of at least three members, one of whom will be independent upon the listing of our common stock on the NYSE a majority of whom will be independent within 90 days of the date of this prospectus and each of whom will be independent within one year of the date of this prospectus.

Director Independence

Our Board has affirmatively determined that Messrs. Boots, Brenneman, Davis, Gentilcore, Kratochvil, McFadden and Walsh are independent directors under the applicable rules of the NYSE. Our Board has affirmatively determined that Messrs. Boots, Davis, Kratochvil and Gentilcore are independent directors, as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

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Board Committees

Our Board has the authority to appoint committees to perform certain management and administration functions. Upon the consummation of this offering, our Board will have three committees: the audit committee, the compensation committee and the nominating and corporate governance committee.

Audit Committee

The primary purpose of our audit committee is to assist the board’s oversight of:

• the adequacy integrity of our financial statements;

• our internal financial reporting and compliance with our disclosure controls and procedures;

• the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;

• our independent registered public accounting firm’s annual audit of our financial statements and any engagement to provide other services;

• the performance of our internal audit function;

• our legal and regulatory compliance; and

• the application of our codes of business conduct and ethics as established by management and the board.

Upon the consummation of this offering, Messrs. Kratochvil, Gentilcore and McFadden will serve on the audit committee. Mr. Kratochvil will serve as chairman of the audit committee and also qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 401(h)(2) of Regulation S-K and each audit committee member meets the financial literacy requirements of the NYSE. Our Board has affirmatively determined that each of Messrs. Kratochvil and Gentilcore meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable SEC and NYSE rules, and we intend to comply with these independence requirements for all members of the audit committee within the time periods specified therein. The audit committee is governed by a charter that complies with the rules of the NYSE.

Compensation Committee

The primary purposes of our compensation committee are to:

• oversee our executive compensation policies and practices;

• review, determine, and approve the compensation of our executive officers (including our chief executive officer);

• provide oversight of our compensation policies, plans and benefit programs including reviewing, and approving all equity incentive plans, policies and programs; and

• approve and recommend to the Board reports on compensation matters required to be included in our annual proxy statement or annual report.

Upon the consummation of this offering, Messrs. Walsh, Boots and Davis will serve on the compensation committee, and Mr. Walsh will serve as the chairman. The compensation committee is governed by a charter that complies with the rules of the NYSE.

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Nominating and Corporate Governance Committee

The primary purposes of our nominating and corporate governance committee are to:

• recommend to the Board for approval the qualifications, qualities, skills and expertise required for Board membership;

• identify potential members of the Board consistent with the criteria approved by the board and select and recommend to the board the director nominees for election at the next annual meeting of stockholders or to otherwise fill vacancies;

• evaluate and make recommendations regarding the structure, membership and governance of the committees of the Board;

• develop and make recommendations to the Board with regard to our corporate governance policies and principles; and

• oversee the annual review of the Board’s performance.

Upon the consummation of this offering, Messrs. Brenneman, Boots and Ridout will serve on the nominating and corporate governance committee, and Mr. Brenneman will serve as the chairman. The nominating and corporate governance committee is governed by a charter that complies with the rules of the NYSE.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the Board or member of the compensation committee (or other committee performing equivalent functions) of any other company.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The code of business conduct and ethics will be available on our website at www.milacron.com. Any waiver of the code for directors or executive officers may be made only by our Board and will be promptly disclosed to our stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Amendments to the code must be approved by our Board and will be promptly disclosed (other than technical, administrative or non-substantive changes). Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

Our Board will adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE, as applicable, that serve as a flexible framework within which our Board and its committees operate. These guidelines will cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the Board, Chief Executive Officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines will be posted on our website.

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Indemnification of Officers and Directors

Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. We have established directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances.

Our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except for liability relating to any breach of the director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under Section 174 of the DGCL or any transaction from which the director derived an improper personal benefit.

We intend to enter into new indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer, as applicable.

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EXECUTIVE AND DIRECTOR COMPENSATION

The following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

Compensation Discussion and Analysis

This section discusses the principles underlying the material components of our executive compensation program for our executive officers who are named in the Summary Compensation Table and the factors relevant to an analysis of these policies and decisions. For the year ended December 31, 2014, our “named executive officers” included our principal executive officer, our principal financial officer, our former chief financial officer and the two other most highly compensated executive officers with policy-making functions.

Name	Title
Thomas Goeke	President and Chief Executive Officer
Bruce Chalmers(1)	Chief Financial Officer (since November 21, 2014)
John Gallagher III	Chief Operating Officer—MDCS and Fluids
Ronald Krisanda	Chief Operating Officer—APPT
John Francy(2)	Chief Financial Officer (until November 21, 2014)

(1) Mr. Chalmers joined the Company on January 1, 2014 as Vice President of Finance. He was appointed Chief Financial Officer on November 21, 2014.

(2) Mr. Francy stepped down from the position of Chief Financial Officer on November 21, 2014 and left the Company on December 31, 2014.

Our executive compensation programs are determined and approved by our compensation committee. During 2014, the compensation committee was responsible for the oversight, implementation and administration of all of our executive compensation plans and programs. None of the named executive officers are members of the compensation committee or otherwise had any role in determining the compensation of the other named executive officers, although the compensation committee does consider the recommendations of our Chief Executive Officer in setting compensation levels for our executive officers other than our Chief Executive Officer. The compensation committee determined all of the components of compensation of our Chief Executive Officer. Our Board reviewed the compensation committee’s recommendations for the compensation of our Chief Executive Officer and the non-executive chairman’s assessment of the Chief Executive Officer’s performance and approved his final compensation.

Executive Compensation Program Objectives and Overview

Once a year the compensation committee reviews compensation for the named executive officers in conjunction with performance discussions, salary increase recommendations and determination of bonus payouts. Going forward, the compensation committee will conduct annual reviews of our executive compensation program to ensure that:

• the program is designed to align the interests of our named executive officers with our stockholders’ interests by rewarding performance that is tied to creating stockholder value; and

• the program provides a total compensation package for each of our named executive officers that we believe is competitive.

We seek to accomplish these objectives by providing a total compensation package which includes three main components: base salary, annual performance-based bonus and long-term equity-based awards. In assessing

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market competitive practices, the compensation committee has historically relied on its experience and knowledge of general industry practices. Our long-term equity-based awards have mainly been in the form of stock options and stock appreciation rights that only have value if our stock price appreciates after the date of grant. Half of all the stock options and stock appreciation rights granted to employees also have performance conditions that must be achieved before the awards can vest. The size of the long-term awards has been competitive for private equity backed ventures in the technology and tooling industry. The size of grants already made was not determined with reference to public company market data.

In structuring executive compensation packages, the compensation committee considers how each component promotes retention and motivates performance. Base salaries and severance and other termination benefits are primarily intended to attract and retain highly qualified executives. These are the elements of our executive compensation program where the value of the benefit in any given year is not dependent on performance (although base salary amounts and benefits determined by reference to base salary may change from year to year depending on performance, among other things). We believe that in order to attract and retain top executives, we need to provide them with compensation levels that reward their continued service. Certain elements, such as base salaries, are paid out on a short-term or current basis. Other elements, such as certain severance benefits and equity awards subject to multi-year vesting schedules, are paid out on a longer-term basis. We believe this mix of short- and long-term incentives allows us to achieve our goals of attracting, retaining and motivating our top executives.

We believe that by providing a substantial portion of our named executive officers’ total compensation package in the form of equity-based awards through stock option grants that vest both over time and subject to the achievement of performance conditions, we are able to create an incentive to build stockholder value over the long-term and closely align the interests of our named executive officers to those of our stockholders by incentivizing our named executive officers to produce stockholder value. We have adhered to this philosophy historically and currently intend to continue to do so going forward. Additionally, our annual performance-based bonus is also contingent upon the achievement of financial performance metrics and the amount of compensation ultimately received for these awards vary with our annual financial performance, thereby providing an additional incentive to maximize stockholder value. We believe that this philosophy has been successful by motivating, retaining and incentivizing our named executive officers and providing value to our stockholders.

Going forward, we intend to benchmark our named executive officers’ compensation each year to a public company peer group of similar sized manufacturing companies. We further describe our peer group and market compensation philosophy for 2015 and beyond below.

Compensation Consultant; Review of Relevant Compensation Data

We have engaged Pearl Meyer & Partners (“PM&P”) as our independent advisor to the compensation committee from time to time since 2012 to provide advice on incentive compensation programs. Neither PM&P nor our compensation committee historically “benchmarked” our compensation levels, other than on an ad hoc basis.

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However, in conjunction with this offering, in early 2015 our compensation committee, with assistance from PM&P, conducted a review of our compensation program. Compensation for our named executive officers was benchmarked to a public company peer group as adopted by our compensation committee in the second quarter of 2015. The peer group consists of the following 24 technology and tooling companies with revenues of approximately 30% to 280% of our 2014 revenues:

Actuant Corporation	ESCO Technologies Inc.	Middleby Corp.
Altra Industrial Motion Corp.	Generac Holdings Inc.	Mueller Industries Inc.
Badger Meter Inc.	Graco Inc.	Nordson Corporation
Barnes Group Inc.	Hillenbrand, Inc.	RBC Bearings Inc.
Chart Industries Inc.	IDEX Corporation	Rexnord Corporation
CLARCOR Inc.	Kennametal Inc.	Tennant Company
Donaldson Company, Inc.	Lennox International, Inc.	TriMas Corporation
EnPro Industries, Inc.	Lincoln Electric Holdings Inc.	Watts Water Technologies, Inc.

The purpose of the early 2015 review conducted by our compensation committee was to review competitive compensation practices and a variety of other factors. The compensation committee reviewed compensation data provided by PM&P and also considered our position in our life cycle for determining the mix between cash compensation and equity-based awards, the appropriate size of equity-based awards in light of the offering and the need to retain the key leadership team following the offering. Going forward, the compensation committee generally intends to target base salaries near the median of our compensation peer group. We also intend to target annual and long-term incentives near the median and up to the 75th percentile of our compensation peer group, with ultimate values based on individual and corporate performance. As a result, actual total compensation in any given year may be above or below the targeted level based on individual and corporate performance.

Role of the Compensation Committee and our Executive Officers

Historically, our compensation has been highly individualized, the result of arm’s-length negotiations and based on a variety of informal factors including, in addition to the factors listed above, our financial condition and available resources, our need for a particular position to be filled and the compensation levels of our other executive officers.

Going forward, we expect that our Chief Executive Officer will continue to provide compensation recommendations to the compensation committee for base salary, annual incentive targets and other compensation awards for the named executive officers other than himself based on this data and the other considerations mentioned in this Compensation Discussion and Analysis. The compensation committee may give significant weight to our Chief Executive Officer’s judgment when assessing each of the other named executive officers’ performance and determining appropriate compensation levels and incentive awards and will seek to base the compensation objectives on the achievement of our annual business plan. We expect that the compensation committee will recommend a total compensation package that is consistent with our described compensation philosophy and competitive within the manufacturing industry. We expect that the compensation committee will then discuss these recommendations with the Chief Executive Officer and will make a recommendation to our Board, which our Board will consider and approve, if appropriate. With regard to the compensation of our Chief Executive Officer, our compensation committee, without the input of our Chief Executive Officer, will determine the compensation of our Chief Executive Officer, including the targets for his annual performance-based cash award. Our non-executive chairman will continue to lead our Board’s annual review of our Chief Executive Officer’s performance. Our Board will review the compensation committee’s recommendation and the non-executive chairman’s annual review of the Chief Executive Officer’s performance and will be ultimately responsible for approving such recommendation with or without modification.

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Elements of Compensation

For 2014, our compensation program for the named executive officers consisted of:

• base salary;

• annual performance-based cash awards;

• long-term equity based incentive awards;

• severance and change in control benefits; and

• other benefits, including a retirement savings plan.

We strive to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives and philosophy; however, we do not apply any rigid allocation formula in setting our named executive officers’ compensation, and we may make adjustments to this approach for various positions after giving due consideration to prevailing circumstances.

Base Salary

We provide an annual base salary to our named executive officers to induce talented executives to join or remain with our Company, to compensate them for their services during the year and to provide them with a stable source of income. For 2014, each of our named executive officers, except Mr. Chalmers, was party to an employment agreement which set his minimum level of annual base salary. Mr. Chalmers had an employment letter that established an initial annualized base salary level. For more information regarding the current terms and conditions of our named executive officers’ employment, see the narrative under “—Employment Agreements.”

The base salary levels of our named executive officers are reviewed annually by our compensation committee to determine whether an adjustment is warranted. The compensation committee may take into account numerous factors in making its determination, none of which are dispositive or individually weighted, including the named executive officer’s relative importance and responsibilities, the named executive officer’s performance and periodic reference to comparable salaries paid to other executives of similar experience in our industry in general, based on our expertise and knowledge of general industry practices.

During 2014, our compensation committee determined that the base salary for Mr. Goeke should be increased by $30,000 to $780,000 and the base salary for Mr. Krisanda should be increased by £23,550 to £338,550. The compensation committee reached this decision based on, among other factors, an informal review of base salaries of similarly situated officers in the technology and tooling industry in general based on our subjective knowledge of the industry, the importance of their services to us, and based on the general knowledge and expertise possessed by the members of our compensation committee. Our compensation committee maintained the base salaries of our other named executive officers since they were newly hired during 2014. The base salaries paid to our named executive officers during 2014 are reported in the “Summary Compensation Table” below. The annual base salaries in effect for each of our named executive officers as of December 31, 2013 and December 31, 2014 are as follows:

Name	2013 Annual Salary		2014 Annual Salary
Thomas Goeke(1)	$	750,000	$	780,000
Bruce Chalmers(2)		N/A	$	300,000
John Gallagher, III(3)		N/A	$	600,000
Ronald Krisanda(4)	$	490,550	$	527,224
John Francy	$	330,000	$	330,000

(1) Mr. Goeke’s base salary was increased from $750,000 to $780,000 effective January 1, 2014.

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(2) Mr. Chalmers joined the Company on January 1, 2014

(3) Mr. Gallagher joined the Company on May 1, 2014.

(4) Mr. Krisanda’s base salary has been converted to U.S. dollars based on a conversion rate of 1 British Pound to $1.5573 as of December 31, 2014. His base salary was increased from £315,000 to £338,550 on July 1, 2014.

Annual Performance-Based Cash Awards

We provide our named executive officers with annual performance-based cash award opportunities linked to our annual financial performance pursuant to a bonus plan (the “Bonus Plan”).

The target annual performance-based cash award opportunity for each eligible executive is set as a percentage of annualized base salary (i.e., actual base salary paid during 2014). Our named executive officers were eligible to receive a target annual performance-based cash award in 2014 equal to a percentage of their respective base salaries. For named executive officers that joined the Company during 2014, target bonus opportunity was pro-rated based on the number of days the executive worked during 2014. The target annual performance-based cash award amounts were determined by our compensation committee, and such target amounts generally reflect the executive’s position and market conditions.

Under the Bonus Plan, awards payable for 2014 to the named executive officers were based on the achievement of the Company’s budgeted sales and Adjusted EBITDA. The sales measure was weighted 30% and the Adjusted EBITDA measure was weighted 70%. A minimum level of Adjusted EBITDA of $194.7 million for 2014 had to be achieved in order for any bonus to be funded under the Bonus Plan.

The compensation committee chose sales and Adjusted EBITDA as the objective financial incentive target goals for the Bonus Plan since such goals, when set at the appropriate level, can encourage growth in a prudent fashion. Sales performance levels are determined in accordance with U.S. GAAP. For a discussion of Adjusted EBITDA see “Non-GAAP Financial Measures.”

Depending on achieved sales and Adjusted EBITDA performance levels, the named executive officers could earn 0% of their target bonus opportunity for below threshold performance, 50% of their target bonus opportunity for achievement of threshold performance and 100% of their target bonus opportunity for achievement of target performance. There is no cap on the percentage of target bonus opportunity for the achievement of above-target performance. There is no adjustment of the objectively determined bonus payout based on individual performance.

Actual bonus payouts are based on the below formula:

Annualized Salary x Target
Bonus
% x   1. Adjusted EBITDA
Performance Factor (70% x Adjusted
EBITDA Payout)   + 2. Sales Performance
Factor (30% x Sales Payout) = Actual
Bonus

During 2014, the Bonus Plan was funded as the minimum $194.7 million level of Adjusted EBITDA was achieved. The Company’s 2014 Adjusted EBITDA of $198.5 million was above the threshold performance level and yielded a 57.335% payout for the Adjusted EBITDA metric. The Company’s 2014 sales of $1.211 billion was above threshold performance level and yielded a 79.274% payout for the sales metric. As a result, 2014 financial performance resulted in the total bonus payout of 64% of each named executive officer’s individual target bonus opportunity. See the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table below for each named executive officers actual bonus payout for 2014.

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Long-Term Equity Based Incentive Awards

We have historically made equity-based incentive awards on an ad hoc basis. During 2014 we granted stock option awards to all of our named executive officers except for Mr. Goeke and Mr. Francy. Mr. Goeke and Mr. Francy did not receive equity awards in 2014 in light of their existing equity holdings in the Company.

Most of our named executive officers currently own vested and unvested equity awards from grants made in and prior to 2014 in the form of fair market value stock options. All stock options awards are 50% time-based and 50% performance-based. The time-based stock options generally vest ratably over four years on the anniversary of the date of the grant, subject to potential acceleration in connection with an initial public offering or change of control. The performance-based stock options are all unvested and will only vest upon the occurrence of either: (1) prior to this offering, a payout of proceeds, including in connection with a change in control of the Company, that results in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company; or (2) from and after the date of the consummation of this offering, the achievement with respect to shares of common stock of the Company of an average closing trading price equal to or exceeding, in any 10 trading day period, the amount which, assuming CCMP sold all of its shares of common stock then held at such price, would result in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company when added to the aggregate net proceeds previously received by CCMP. For purposes of all stock options granted “change in control” means any transaction or series of related transactions, whether or not the Company is a party thereto, (a) in which, after giving effect to such transaction or transactions, equity securities representing in excess of fifty percent (50%) of the voting power of the Company are owned directly, or indirectly through one or more entities, by any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act) of persons other than CCMP, or (b) in which there is a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis (including securities of the Company’s directly or indirectly owned subsidiaries (if any)); provided, that, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the payment of deferred compensation, “change in control” shall be limited to a “change in control event” as defined under Section 409A of the Code.

Unvested equity awards at the time of the offering will continue to vest pursuant to their original terms following the offering.

Going forward, we anticipate awarding a significant portion of the annual pay mix in equity incentive awards for our executive officers, in a manner that is consistent with our compensation philosophy and competitive with our peer group practices.

Additional Executive Benefits and Perquisites

We provide our named executive officers with certain executive benefits that the compensation committee believes are reasonable and in the best interests of the Company and its stockholders. The compensation committee, in its discretion, may revise, amend or add to an officer’s executive benefits if it deems it advisable. We believe these benefits are generally equivalent to benefits provided by comparable companies based on our expertise and knowledge of general industry practices.

Retirement Plan Benefits. We do not sponsor a defined benefit retirement plan as we do not believe that such a plan best serves the needs of our employees or the business at this time. However, we do sponsor a qualified defined contribution (401(k)) retirement plan. The qualified plan is available to all eligible employees located in the United States, including our named executive officers located in the United States, and permits participants to make contributions up to the maximum limits allowable under the Code and provides for Company contributions on a discretionary basis only. For 2014, we made a discretionary matching contribution to employees’ accounts based upon their deferral elections for the previous fiscal year. Employees’ contributions vest immediately. We currently expect to continue making such matching contributions going forward. Company

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contributions vest over a three year period. For our employees located in the United Kingdom we also offer a workplace defined contribution pension plan and make contributions on behalf of such employees into this plan. Mr. Krisanda participates in a private pension plan that mirrors the plan offered to our employees in the United Kingdom.

Health and Welfare Benefits. Our named executive officers have the option to participate in various employee welfare benefit programs, including medical, dental and life insurance benefits. These benefit programs are generally available to all employees.

Relocation Assistance. Our business needs require us on occasion to relocate certain employees. To meet this need, we may, on a case by case basis, cover certain expenses, including temporary housing, relocation, living and travel expenses.

Perquisites. For 2014, we provided certain our named executive officers with an automobile allowance. In addition, from time to time, we have covered certain personal travel expenses and related tax gross-ups for our named executive officers.

Employment Agreements; Severance and Change in Control Benefits

Employment Agreements

We have entered into employment agreements with each of our named executive officers except Mr. Chalmers. We entered into an employment offer letter with Mr. Chalmers and intend to enter into a severance agreement with Mr. Chalmers before the consummation of this offering. The employment agreements provide for severance and other benefits which are designed to provide economic protection so that an executive can remain focused on our business without undue personal concern in the event that his position is eliminated or, in some cases, significantly altered by the Company, which we believe is particularly important in light of the executives’ leadership roles at the Company. The compensation committee believes that providing severance or similar benefits is common among similarly situated executives in the technology and tooling industry generally and remains important in recruiting and retaining key executives. The employment agreements and offer letter we have entered into with our named executive officers are described in further detail in the narrative following the Summary Compensation Table. For more information regarding the potential payments and benefits that would be provided to our named executive officers in connection with certain terminations of their employment or a change in control on December 31, 2014, see “—Potential Payments Upon Termination or Change-in-Control.”

Change in Control Provisions

The prospect of a change in control of the Company can cause significant distraction and uncertainty for executive officers and, accordingly, the compensation committee believes that appropriate change in control provisions in employment agreements, severance agreements and/or equity award agreements are important tools for aligning executives’ interests in change in control transactions with those of our stockholders by allowing our executive officers to focus on strategic transactions that may be in the best interest of our stockholders without undue concern regarding the effect of such transactions on their continued employment.

Accordingly, as described in “—Potential Payments Upon Termination or Change-in-Control” below, upon a change in control (as defined in the plan or the applicable award agreement), awards granted pursuant to the 2012 Plan will vest and become exercisable upon or follow the change of control if such change in control results in a quotient equal to or greater than two when the aggregate net proceeds received by CCMP, with respect to their shares of capital stock of the Company is divided by the dollar amount of CCMP’s equity investment in the Company, subject to the named executive officer’s continued employment through the change in control.

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For more information regarding the potential payments and benefits that would be provided to our continuing named executive officers in connection with a change in control on December 31, 2014, see “—Potential Payments Upon Termination or Change-in-Control” below.

Accounting and Tax Considerations

In determining which elements of compensation are to be paid, and how they are weighted, on a going forward basis, we will take into account whether a particular form of compensation will be deductible under Section 162(m) of the Code (“Section 162(m)”). Section 162(m) generally limits the deductibility of compensation paid to our named executive officers to $1 million during any fiscal year unless such compensation is “performance-based” under Section 162(m). However, under a Section 162(m) transition rule for compensation plans or agreements of corporations which are privately held and which become publicly held in an initial public offering, compensation paid under a plan or agreement that existed prior to the initial public offering will not be subject to Section 162(m) until the earliest of (1) the expiration of the plan or agreement, (2) a material modification of the plan or agreement, (3) the issuance of all employer stock and other compensation that has been allocated under the plan, or (4) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the year of the initial public offering (the “Transition Date”). After the Transition Date, rights or awards granted under the plan, other than options and stock appreciation rights, will not qualify as “performance-based compensation” for purposes of Section 162(m) unless such rights or awards are granted or vest upon pre-established objective performance goals.

Going forward, our intent generally is to design and administer executive compensation programs in a manner that will preserve the deductibility of compensation paid to our executive officers, and we believe that a substantial portion of our current executive program (including future equity awards and annual bonuses granted under the Bonus Plan to our named executive officers as described above) will satisfy the requirements for exemption from the $1.0 million deduction limitation. However, we reserve the right to design programs that recognize a full range of performance criteria important to our success, even where the compensation paid under such programs may not be deductible. The compensation committee will continue to monitor the tax and other consequences of our executive compensation program as part of its primary objective of ensuring that compensation paid to our executive officers is reasonable, performance-based and consistent with the goals of the Company and its stockholders.

Stock Ownership Guidelines

In connection with this offering we expect our compensation committee to adopt stock ownership guidelines to directly align the interests of our executive officers and non-employee directors with us and our stockholders.

Clawback Policy

The Company expects to adopt a clawback policy, pursuant to the 2015 Equity Incentive Plan, that is triggered upon:

• termination for cause;

• the compensation committee’s determination that an executive that left the Company for any other reason breached material terms of restrictive covenants (such as a non-competition or confidentiality agreement) in his employment agreement or other grant agreements; or

• an accounting restatement.

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The clawback policy for termination for cause and for breach of restrictive covenants after termination for any other reason will apply at any time within one year after the date on which an executive exercises a stock

option or stock appreciation right or on which a full value share award vests or becomes payable or on which a cash performance award is paid. The executive would be required to pay the Company any gain realized in connection with any of the awards noted above.

If an executive receives compensation (whether a stock option, cash performance award or otherwise) based on financial statements that are subsequently required to be restated in any way that would decrease the value of such compensation, the executive will be required to forfeit and repay to the Company the difference between what the executive received and what the executive should have received based on the accounting restatement.

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2014 Summary Compensation Table

The following table sets forth certain information with respect to compensation earned by our named executive officers for the year ended December 31, 2014.

Name and Principal Position	Year		Salary ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Thomas Goeke		2014		780,000		—		487,103		30,804		1,297,907
Chief Executive Officer
Bruce Chalmers		2014		300,000		860,640		85,627		14,718		1,260,985
Chief Financial Officer from November 21, 2014(4)
John Gallagher		2014		400,000		3,155,680		162,163		1,700		3,719,543
Chief Operating Officer, MDCS and Fluids(5)
Ron Krisanda		2014		508,886		229,504		187,877		5,295		931,562
Chief Operating Officer, APPT(6)
John Francy		2014		330,000		—		126,487		20,012		476,499
Former Chief Financial Officer(7)

(1) As required by SEC rules, amounts shown in the column “Option Awards” present the aggregate grant date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Note 9 to the Company’s audited financial statements included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers.

(2) The amounts reported in this column represent the annual cash performance-based bonuses earned by our named executive officers pursuant to the achievement of certain Company performance objectives described above in “Elements of Compensation —Annual Performance-Based Cash Awards.”

(3) This column includes matching contributions made under our 401(k) plan and perquisites and other personal benefits as set forth in the table below.

Name	401(k) Match		Travel Expense(a)		Car Allowance(b)		Executive Physical		Relocation Expense		Private Pension Contribution(c)
Thomas Goeke	$	4,900	$	15,994	$	6,769	$	3,141		—		—
Bruce Chalmers	$	2,173		—		—		—	$	12,545		—
John Gallagher	$	1,700		—		—		—		—		—
Ron Krisanda		—		—		—		—		—	$	5,295
John Francy	$	4,850		—	$	12,813	$	2,349		—		—

(a) This column represents payment for personal travel expenses.

(b) This column represents an annual car allowance.

(c) The column represents contributions to a private pension fund for Mr. Krisanda’s benefit.

(4) Mr. Chalmers became our Chief Financial Officer on November 21, 2014. Prior to this time his position was Vice President of Finance from January 1, 2014. The base salary shown for Mr. Chalmers includes all amounts earned in his prior position.

(5) Mr. Gallagher’s employment start date was May 1, 2014.

(6) Mr. Krisanda’s cash compensation was paid in British Pounds. For convenience, this has been converted to U.S. dollars at the December 31, 2014 exchange rate of $1.5573 per £1.00. His base salary was increased from £315,000 to £338,550 on July 1, 2014.

(7) Mr. Francy served as Chief Financial Officer until November 21, 2014. From November 21, 2014 to December 31, 2014, Mr. Francy served in the role of Executive – Special Projects. Mr. Francy left the Company on December 31, 2014. The base salary shown for Mr. Francy includes base salary earned in both of the positions he held in 2014.

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2014 Grants of Plan-Based Awards

The following table summarizes plan-based awards granted to our named executive officers for the year ended December 31, 2014.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units

All Other Option Awards: Number of Securities Underlying Options

Exercise or Base Price of Option Awards

Market Price on Grant Date

Grant Date Fair Value of Stock and Option Awards

Name

Grant Date

Threshold ($)(1)

Target ($)(1)

Maximum ($)

(#)(2)

(#)

(#)

($/Sh)

($/Sh)

($)(3)

Thomas Goeke Bonus Plan Payment

N/A

381,250

762,500

N/A

—

—

—

N/A

N/A

—

Bruce Chalmers Stock Option Grant Bonus Plan Payment

4/30/2014 N/A

N/A 67,019

N/A 134,038

N/A N/A

750 —

—   —

750 —

1,000 N/A

1,000 N/A

860,640 —

John Gallagher Stock Option Grant Bonus Plan Payment

5/1/2014 N/A

N/A 126,923

N/A 253,847

N/A N/A

2,750 —

—   —

2,750 —

1,000 N/A

1,000 N/A

3,155,680 —

Ron Krisanda Stock Option Grant Bonus Plan Payment(3)

8/6/2014 N/A

N/A 147,050

N/A 294,100

N/A N/A

200 —

—   —

200 —

1,000 N/A

1,000 N/A

229,504 —

John Francy Bonus Plan Payment

N/A

99,000

198,000

N/A

—

—

—

N/A

N/A

—

(1) Represents potential payments pursuant to the Company’s Bonus Plan. Payments under the Bonus Plan are based on a percentage of the base salary actually paid to each NEO during 2014.

(2) These options to purchase shares of our common stock, immediately vest in full upon the occurrence, provided the participant is still then employed by us or one of our subsidiaries, of either: (a) prior to this offering, a change in control of the Company that results in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company; or (b) from and after the date of the consummation of this offering, the achievement with respect to shares of common stock of the Company of an average closing trading price equal to or exceeding, in any 10 trading day period, the amount which, assuming CCMP sold all of its shares of common stock then held at such price, would result in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company when added to the aggregate net proceeds previously received by CCMP.

(3) As required by SEC rules, amounts shown in the column “Grant Date Fair Value of Stock and Option Awards” present the aggregate grant date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Note 9 to the Company’s audited financial statements included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers.

(4) Mr. Krisanda’s Bonus Plan payment was paid in British Pounds. For convenience this has been converted to U.S. dollars at the December 31, 2014 exchange rate of $1.5573 per £1.00.

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2014 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31, 2014.

	Option Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)		Option Exercise Price ($)		Option Expiration Date(3)
Thomas Goeke		10/4/2012		1,916.25		1,916.25		3,832.5		1,000		10/4/2022
		3/28/2013		123.125		369.375		492.5		1,000		3/28/2023
Bruce Chalmers		4/30/2014		—		750.0		750.0		1,000		4/30/2024
John Gallagher		11/27/2012		225.6		338.4		—		1,000		11/27/2022
		5/1/2014		—		2,750.0		2,750.0		1,000		5/1/2024
Ron Krisanda		5/8/2013		350.0		1,050.0		1,400.0		1,000		5/8/2023
		8/6/2014		—		200.0		200.0		1,000		8/6/2024
John Francy		3/29/2012		958.0		—		—		1,000		3/31/2015

(1) These options to purchase common stock, with the exception of the options granted to Mr. Gallagher on November 27, 2012, vest over four years, at a rate of 25% per year, beginning on the first anniversary of the grant dates listed above, or in the case of the options granted to Mr. Krisanda on May 8, 2013, the first anniversary of March 28, 2013. The stock options granted to Mr. Gallagher on November 27, 2012 vest over five years, at a rate of 20% per year beginning on the first anniversary of the grant date. Additionally, the options to purchase shares of our common stock immediately vest in full upon the occurrence, provided the participant is still then employed by us or one of our subsidiaries, of either: (a) prior to this offering, a change in control of the Company that results in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company; or (b) from and after the date of the consummation of this offering, the achievement with respect to shares of common stock of the Company of an average closing trading price equal to or exceeding, in any 10 trading day period, the amount which, assuming CCMP sold all of its shares of common stock then held at such price, would result in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company when added to the aggregate net proceeds previously received by CCMP.

(2) These options to purchase shares of our common stock, immediately vest in full upon the occurrence, provided the participant is still then employed by us or one of our subsidiaries, of either: (a) prior to this offering, a payout of proceeds, including in connection with a change in control of the Company, that results in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company; or (b) from and after the date of the consummation of this offering, the achievement with respect to shares of common stock of the Company of an average closing trading price equal to or exceeding, in any 10 trading day period, the amount which, assuming CCMP sold all of its shares of common stock then held at such price, would result in CCMP receiving an aggregate amount of net proceeds greater than two times CCMP’s equity investment in the Company when added to the aggregate net proceeds previously received by CCMP.

(3) As a result of Mr. Francy’s termination, any unvested options held by him were forfeited on December 31, 2014, and all vested options held by him expire 90 days following his termination of employment.

Option Exercises and Stock Vested in 2014

None of our named executive officers exercised any options or had any stock awards vest in 2014.

Pension Benefits

Our named executive officers did not participate in any defined benefit pension plan during 2014.

Nonqualified Deferred Compensation

In the year ended December 31, 2014, our named executive officers received no nonqualified deferred compensation and had no deferred compensation benefits.

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Potential Payments Upon Termination or Change-In-Control

Cash Benefits

Our named executive officers, except for Mr. Chalmers, are entitled to the following cash severance under their respective employment agreements. We expect to enter into a severance agreement with Mr. Chalmers prior to the consummation of this offering.

If Mr. Goeke’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by Mr. Goeke for “good reason” (as such terms are defined in his employment agreement), Mr. Goeke will receive a cash severance payment equal to the following:

• 200% of his annual base salary as then in effect; plus

• 200% of the greater of (i) his annual bonus for the year prior to the date of termination or (ii) his annual bonus for the year of termination calculated at the target level; plus

• the pro-rated amount of the target annual cash bonus for the year of termination, based on actual audited year-end results for such year and payable when bonuses are normally paid to employees; plus

• 18 months of the cost of health insurance under COBRA.

If Mr. Goeke’s employment is terminated by reason of death or “disability” (as such term is defined in his employment agreement), he will receive a cash severance payment equal to any earned but unpaid annual cash bonus for the year prior to termination.

If Mr. Gallagher’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by Mr. Gallagher for “good reason” (as such terms are defined in his employment agreement), Mr. Gallagher will receive a cash severance payment equal to the following:

• 18 months of his annual base salary as then in effect; plus

• the pro-rated amount of the target annual cash bonus for the year of termination, based on actual audited year-end results for such year and payable when bonuses are normally paid to employees; plus

• 18 months of the cost of health insurance under COBRA.

If Mr. Gallagher’s employment is terminated by reason of death or “disability” (as such term is defined in his employment agreement), he will receive a cash severance payment equal to any earned but unpaid annual cash bonus for the year prior to his termination.

If Mr. Krisanda’s employment is terminated either by us without “cause” or by Mr. Krisanda for “good reason” (as such terms are defined in his employment agreement), Mr. Krisanda will receive a cash severance payment equal to the following:

• six months of his annual base salary as then in effect; plus

• if less than 12 months prior written notice of termination is given by the Company to Mr. Krisanda, an amount equal to the annual base salary that he would have been entitled to during the remainder of the notice period.

Mr. Francy’s employment was terminated on December 31, 2014 and he received the payments described under “—Separation Agreement with Mr. Francy.”

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For purposes of the employment agreements with Mr. Goeke and Mr. Gallagher, “cause” means:

• any act or omission that constitutes a material breach of any of his obligations under the agreement or any written policy of ours, including, without limitation, the willful and continued failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company;

• conviction of, or plea of nolo contendere to, (A) any felony or (B) another crime involving material acts of dishonesty or moral turpitude that relates to the property of the ours or which is or could reasonably be expected to be materially injurious to the financial condition or business reputation of us any of our subsidiaries or affiliates;

• engaging in any willful misconduct which is or could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates;

• any material act or omission by the executive involving malfeasance or gross negligence in the performance of the executive’s duties to us, or material deviation from any of our material policies or directives, that is not cured within 15 business days of written notice from us; or

• engaging in any intentional act of dishonesty, violence or threat of violence (including any violation of federal securities laws) which is or could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates.

For purposes of Mr. Krisanda’s employment agreement, “cause” means, if Mr. Krisanda (a) is guilty of any gross misconduct affecting the business of the Company, (b) commits any serious or repeated breach or non-observance of any of the provisions of his employment agreement or the articles of association, by-laws or constitution of the Company, (c) refuses or neglects to comply with any reasonable and lawful directions of the Board, (d) is, in the reasonable opinion of the Board, seriously negligent or incompetent, (e) acts in any manner which in the opinion of the Board is likely to bring disrepute upon himself or the Company or is materially adverse to the interests of the Company, (f) is charged with or convicted of any offense in any jurisdiction (other than certain traffic offenses), (g) is declared bankrupt or makes any arrangement with or for the benefit or his creditors, (h) is disqualified from acting as a director or resigns as a director with the prior written consent of the Board or (i) ceases to be eligible to work in the United Kingdom.

For purposes of Mr. Goeke’s employment agreement, “good reason” means termination by Mr. Goeke based on any of (a) a material reduction in base salary, unless agreed to in writing, (b) delivery by us of a notice of non-renewal of the term, (c) a material reduction in the authority, duties, or responsibilities of Mr. Goeke, (d) a requirement for Mr. Goeke to report to a corporate officer or employee rather than to our Board, (e) a change in the geographic location where Mr. Goeke is required to perform his duties of more than 100 miles from the current headquarters in Cincinnati, Ohio, other than required travel, or (f) any other action or inaction that constitutes a material breach by us of the agreement.

For purposes of Mr. Gallagher’s employment agreement, “good reason” means termination by the named executive officer based on any of (a) a material reduction in base salary, unless agreed to in writing, (b) delivery by us of a notice of non-renewal of the term, (c) a material reduction in the authority, duties, or responsibilities of the named executive officer or (d) a change in the geographic location where the named executive officer is required to perform his duties of more than 100 miles from the current headquarters in Cincinnati, Ohio, other than required travel.

For purposes of Mr. Krisanda’s employment agreement, “good reason” means a material reduction in his base salary without the written consent of Mr. Krisanda.

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Equity Benefits

Each named executive officer’s stock option agreements provide that upon a “change of control” (as defined in the 2012 Plan (as defined below)), 100% of the named executive officer’s unvested stock options, including both time-based and performance-based stock options, will vest and become exercisable upon or following the change of control if such change of control results in a quotient equal to or greater than two when the aggregate net proceeds received by CCMP, with respect to their shares of capital stock of the Company is divided by the dollar amount of CCMP’s equity investment in the Company, subject to the named executive officer’s continued employment through the change of control.

Separation Agreement with John Francy

On December 11, 2014 we entered into a separation agreement with John Francy pursuant to which he agreed to serve as an employee in the role of Executive—Special Projects until December 31, 2014 (the “Termination Date”). Pursuant to the separation agreement, Mr. Francy was entitled to (a) 18 months of base salary following the Termination Date, (b) COBRA coverage at active employee rates for him and his spouse for a period of 18 months following the Termination Date, (c) a lump sum payment equal to the cash value of his Company-supplied automobile and (d) executive out placement services for a period of 12 months following the Termination Date. The terms of the separation agreement also provide that Mr. Francy is entitled to an annual bonus under the Bonus Plan for 2014. Mr. Francy declined the COBRA coverage that he was entitled to under the terms of his severance agreement. As consideration for the Company’s entry into such agreement, the agreement contains a release of claims against the Company by Mr. Francy, as well as other typical restrictive covenants relating to his departure.

The table below shows the estimated value transfer to each continuing named executive officer if they are terminated by us without cause or by the named executive officer for good reason. Unless otherwise noted, the table below assumes that such termination occurred on December 31, 2014, and payments are made under the employment agreements then in effect. The actual amounts that would be paid to any named executive officer can only be determined at the time of an actual termination of employment and would vary from those listed below.

	Termination without Cause or for Good Reason without a Change of Control
Name	Severance Pay $		Benefits $(1)
Thomas Goeke		3,607,365		34,184
Bruce Chalmers(2)
John Gallagher		985,673		27,649
Ron Krisanda(3)		790,836		7,449
John Francy(4)		533,606		—

(1) Represents the estimated value of the Company paid portion of the premium for executive’s medical and dental for the salary continuation period.

(2) We intend to enter into a severance agreement with Mr. Chalmers prior to the consummation of this offering and will update accordingly in a subsequent amendment assuming that the terms of his severance agreement were in effect as of December 31, 2014.

(3) The severance amount shown for Mr. Krisanda assumes that he was terminated with no notice period, which would entitle him to a total of 18 months of his annual base salary in effect on December 31, 2014. Additionally, any severance amount payable to Mr. Krisanda would be paid in British Pounds. For convenience, amounts presented have been converted to U.S. dollars at the December 31, 2014 exchange rate of $1.5573 per £1.00.

(4) The amounts shown for Mr. Francy reflect the terms of his separation agreement. Pursuant to the terms of his separation agreement, Mr. Francy is entitled to 18 months of base salary and a lump sum payment of $38,606 in respect of the cash value of his Company supplied automobile. Mr. Francy declined the COBRA coverage that he was entitled to under the terms of his severance agreement.

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Employment Agreements

We entered into an employment agreement with Thomas Goeke on October 4, 2012. Mr. Goeke’s contract period is valid through October 4, 2017 and automatically renews on an annual basis thereafter, unless either party provides notice of at least six months prior to the expiration date. The agreement provides that Mr. Goeke will receive an initial annualized base salary of $750,000. The agreement also provides for an annual bonus payment for Mr. Goeke determined by the board of directors or a committee thereof based on performance goals established with respect to that particular year with the target bonus level set at a percentage of his annualized base salary. Mr. Goeke’s agreement also contains standard non-solicitation, non-competition and confidentiality provisions.

We entered into an offer letter with Bruce Chalmers on October 31, 2013. The offer letter provides that Mr. Chalmers will receive an initial annualized base salary of $300,000. The offer letter also provides that Mr. Chalmers will be eligible to participate in the Bonus Plan with a target bonus level set at a percentage of his annualized base salary. Pursuant to the offer letter and a related stock option award agreement, Mr. Chalmers was granted an option to purchase 1,500 shares of our common stock at a price of $1,000 per share.

We entered into an employment agreement with John Gallagher on May 1, 2014. Mr. Gallagher’s contract period is valid through May 1, 2019 and automatically renews on an annual basis thereafter, unless either party provides notice of at least six months prior to the expiration date. The agreement provides that Mr. Gallagher will receive an initial annualized base salary of $600,000. The agreement also provides for an annual bonus payment for Mr. Gallagher determined in accordance with the Bonus Plan with a target bonus level set at a percentage of his annualized base salary. Pursuant to his employment agreement and a related stock option award agreement, Mr. Gallagher was issued an option to purchase 5,500 shares of our common stock. Mr. Gallagher’s agreement also provides that he will not be entitled to any cash compensation with respect to his services on our Board during his employment term. Mr. Gallagher’s agreement contains standard non-solicitation, non-competition and confidentiality provisions.

We entered into an employment agreement with Ron Krisanda on March 20, 2013. Mr. Krisanda’s contract is valid until either party provides at least 12 months’ notice of termination. The agreement provides that Mr. Krisanda will receive an initial annualized base salary of £315,000. Mr. Krisanda also received a one-time signing bonus of £30,000 in 2013. Pursuant to his employment agreement, Mr. Krisanda’s agreement provides for an annual bonus payment for Mr. Krisanda determined in accordance with the Bonus Plan with a target bonus level set at a percentage of his annualized base salary. Mr. Krisanda’s agreement contains customary restrictive covenants, including confidentiality, non-solicitation and non-competition covenants.

Each of Messrs. Goeke, Chalmers, Gallagher and Krisanda are also entitled to certain payments upon their termination or upon a change of control as described above under “—Potential Payments Upon Termination or Change-In-Control.”

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Director Compensation

During 2014, certain of our directors received cash compensation for their services as directors. Certain directors were also granted stock options. The following table sets forth certain information with respect to cash compensation paid to our directors for 2014 service and stock options granted to our directors in 2014.

Name	Fees Earned or Paid in Cash ($)(1)		Option Awards ($)(2)		Total ($)
Ira Boots		380,000		—		380,000
Greg Brenneman		—		—		—
Waters Davis		50,000		—		50,000
John Gallagher		37,857		—		37,857
Jim Gentilcore		32,639		370,559		403,198
Jim Kratochvil		11,481		370,559		382,040
Mark McFadden		—		—		—
James Ridout		—		—		—
Timothy Walsh		—		—		—

(1) Mr. Gallagher ceased to be a non-employee director and ceased to be chair of the audit committee on April 30, 2014, and he was paid only for this period of service. Mr. Gentilcore and Mr. Kratochvil were appointed to the Board on February 5, 2014 and October 28, 2014, respectively, and were paid only for their respective periods of service.

(2) As required by SEC rules, amounts shown in the column “Grant Date Fair Value of Stock and Option Awards” present the aggregate grant date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2014 under ASC 718, see Note 9 to the Company’s audited financial statements included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the directors. The following table sets forth the number of securities underlying unexercised option awards held by our directors as of December 31, 2014. None of our directors have been granted stock awards.

Name	Number of Securities Underlying Unexercised Options (#)
Ira Boots		5,636
Greg Brenneman		—
Waters Davis		564
John Gallagher		6,064
Jim Gentilcore		564
Jim Kratochvil		564
Mark McFadden		—
James Ridout		—
Timothy Walsh		—

With the exception of our chairman, Mr. Boots, certain of our directors are paid an annual cash fee of $50,000, paid in equal quarterly installments, for their service on our Board. Mr. Gallagher received an additional quarterly cash payment of $3,750 for his service as Chair of the Audit Committee until April 30, 2014.

We do not pay any additional remuneration for director service to any of our directors who are either our officers, namely Mr. Goeke and Mr. Gallagher, or who are full-time investment professionals of CCMP or employees of AIMCo. However, all directors are reimbursed for reasonable travel and lodging expenses incurred to attend meetings of our Board or a committee thereof.

Mr. Boots receives an annual fee of $380,000 for his services as non-employee chairman of the Company.

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Following the consummation of this offering, the non-employee members of the Board will continue to be compensated for their services as directors. Mr. Boots will receive an annual board fee of $250,000 per year in cash and annual restricted stock unit grants with a value of $250,000. Messrs. Ridout, Kratochvil, Davis and Gentilcore will receive an annual board fee of $60,000 per year in cash and annual restricted stock unit grants valued at $60,000. Messrs. Brenneman, Walsh and McFadden will receive annual board fees of $60,000 per year in cash and $60,000 per year in cash in lieu of receiving annual restricted stock grants that are being awarded to other non-employee directors, for the remainder of fiscal year 2015 after this offering, such amounts shall be prorated. The chairman of the audit committee will receive an additional quarterly fee of $4,500 in cash, the chairman of the compensation committee will receive an additional quarterly fee of $3,125 in cash and the chairman of the nominating and governance committee will receive an additional quarterly fee of $2,500 in cash.

Executive Compensation Plans

The following are summaries of the annual cash bonus plan and the equity incentive compensation plans in which our executive officers may participate.

2012 Equity Incentive Plan

The 2012 Equity Incentive Plan (the “2012 Plan”) authorizes our compensation committee to grant options, stock appreciation rights, restricted shares or other share based awards to selected employees. The 2012 Plan is administered by the compensation committee of the Board. The compensation committee shall determine the recipients of awards, the types of awards to be granted and the applicable terms, provisions, limitations and performance requirements of such awards. The compensation committee will also have the authority to conclusively interpret the 2012 Plan and any award agreements under the plan.

The Company has reserved 53,000 shares of our common stock for issuance pursuant to the 2012 Plan. To the extent any award under the 2012 Plan is cancelled, terminated or forfeited, then the number of shares of common stock covered by the award so cancelled, terminated or forfeited will again be available for awards under the 2012 Plan.

The number of shares of common stock available for grants or subject to outstanding awards shall be proportionally adjusted in the event of any dividend payable in capital stock of the Company, and any stock split, share combination, cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event.

The compensation committee, in its sole discretion, may determine that an award will be immediately vested in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its grant date, or until the occurrence of one or more specified events, subject in any case to the terms of the 2012 Plan. The compensation committee may impose on any award such additional terms and conditions as the compensation committee determines, including terms requiring forfeiture of awards in the event of a participant’s termination of service.

The compensation committee generally may terminate, suspend or amend the 2012 Plan in a manner that does not adversely affect outstanding awards at any time. The 2012 Plan will expire on the tenth anniversary of its adoption by the Board, unless earlier terminated.

Annual Bonus Plan

We intend to adopt the Milacron Holdings Corp. Annual Bonus Plan (the “2015 Bonus Plan”) in connection with this offering. The 2015 Bonus Plan provides for the grant of annual cash bonus awards to our executive officers and other key employees.

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The 2015 Bonus Plan will be administered by the compensation committee, or such other committee of the Board that the Board shall designate from time to time to administer the 2015 Bonus Plan the (“Plan Administrator”). Subject to the limitations set forth in the 2015 Bonus Plan, the committee has the authority to determine, for each plan year, the time or times at which awards may be granted, the recipients of awards, the performance criteria, the performance goals and all other terms of an award, interpret the 2015 Bonus Plan, make all determinations under the 2015 Bonus Plan and necessary or advisable for the administration of the 2015 Bonus Plan, prescribe, amend and rescind rules and regulations relating to the 2015 Bonus Plan. Awards under the 2015 Bonus Plan will generally be made in cash, though the Plan Administrator may in its discretion provide that a participant will receive all or a portion of an award in equity-based compensation under the 2015 Equity Incentive Plan. The committee may delegate the authority to grant and determine the terms and condition of awards under the 2015 Bonus Plan and the responsibility for performing certain ministerial functions under the 2015 Bonus Plan to any officer or employee of the Company subject to the limitations set forth in the 2015 Bonus Plan.

The performance criteria will be one or any combination of the following, for us or any identified subsidiary or business unit, as selected by the committee at the time of the award: (i) net earnings; (ii) earnings per share; (iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit; (vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest, depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return); (xi) expense control or loss management; (xii) customer satisfaction; (xiii) market share; (xiv) economic value added; (xv) working capital; (xvi) the formation of joint ventures or the completion of other corporate transactions; (xvii) gross or net profit margins; (xviii) revenue mix; (xix) operating efficiency; (xx) product diversification; (xxi) market penetration; (xxii) measurable achievement in quality, operation or compliance initiatives; (xxiii) quarterly dividends or distributions; (xxiv) employee retention or turnover; (xxv) any combination of or a specified increase in any of the foregoing, or such other performance criteria determined to be appropriate by the committee in its sole discretion.

The performance goals shall be the levels of achievement relating to the performance criteria as selected by the committee for an award. The committee may establish such performance goals relative to the applicable performance criteria in its sole discretion at the time of an award. The performance goals may be applied on an absolute basis or relative to an identified index or peer group, as specified by the committee. The performance goals may be applied by the committee after excluding charges for restructurings, discontinued operations, extraordinary items and other unusual or nonrecurring items and the cumulative effects of accounting changes, and without regard to realized capital gains.

If a participant receives compensation pursuant to an award based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the participant will, upon our written request, forfeit and repay to us the difference between what the participant received and what the participant should have received based on the accounting restatement, in accordance with (i) our compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the Dodd-Frank Act.

The 2015 Bonus Plan, provided it is adopted prior to us becoming a publicly held company, is intended to satisfy the requirements for transition relief under Section 162(m) of the Code, such that the $1 million annual deduction limit under Section 162(m) of the Code does not apply to any remuneration paid pursuant to this Bonus Plan until the first meeting of our shareholders at which our directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering of our securities occurs.

2015 Equity Incentive Plan

We intend to adopt the 2015 Equity Incentive Plan in connection with this offering. We intend to file a registration statement on Form S-8 covering the shares issuable under the 2015 Equity Incentive Plan and the 2012 Plan. The following is a summary of the material terms of the 2015 Equity Incentive Plan.

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Administration

The 2015 Equity Incentive Plan will be administered by the compensation committee or another committee of the Board, comprised of no fewer than two members of the Board who are appointed by the Board to administer the plan, or the full Board (the “committee”). Subject to the limitations set forth in the 2015 Equity Incentive Plan, the committee will have the authority to determine the persons to whom awards are to be granted, prescribe the restrictions, terms and conditions of all awards, accelerate the vesting or exercisability of awards at any time, interpret the 2015 Equity Incentive Plan and adopt sub-plans and rules for the administration, interpretation and application of the 2015 Equity Incentive Plan.

Reservation of Shares

Subject to adjustments as described below, the number of shares of common stock reserved for issuance pursuant to awards granted under the 2015 Equity Incentive Plan will be             . In addition, up to              additional shares of common stock may be issued under the 2015 Equity Incentive Plan as a result of the forfeiture, cancellation or termination for no consideration of an award under the 2012 Plan, as described below. Any shares of common stock delivered under the 2015 Equity Incentive Plan will consist of authorized and unissued shares, or treasury shares.

In the event of any recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or other distribution with respect to common stock, or any merger, reorganization, consolidation, combination, spin-off, stock purchase or other similar corporate change or any other change affecting common stock (other than regular cash dividends to our shareholders), appropriate and equitable adjustments will be made to the number and kind of shares of common stock available for grant, as well as to other maximum limitations under the 2015 Equity Incentive Plan, and the number and kind of shares of common stock or other terms of the awards that are affected by the event.

Share Counting

To the extent that an award granted under the 2015 Equity Incentive Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the award or otherwise terminated without delivery of the shares to the participant, the shares of common stock retained by or returned to us will be available for future awards under the 2015 Equity Incentive Plan. Shares that are withheld or separately surrendered in payment of the exercise or purchase price or taxes relating to such an award or are not issued or delivered as a result of the net settlement of an outstanding stock option or stock appreciation right will be available for future awards under the 2015 Equity Incentive Plan. In addition, any shares that become available for issuance under the 2012 Plan as a result of the forfeiture, cancellation or termination for no consideration of an award under the 2012 Plan will (i) not be available for future awards under the 2012 Plan and (ii) be available for future awards under the 2015 Equity Incentive Plan, subject to a limit of              shares of common stock. If an award is settled in cash, the number of shares of common stock on which the award is based shall not count toward any individual share limit, but shall count against the annual cash performance award limit. Awards assumed or substituted for in a merger, consolidation, acquisition of property or stock or reorganization will not reduce the share reserve.

Eligibility

Awards under the 2015 Equity Incentive Plan may be granted to any employees, directors, consultants or other personal service providers of us or our subsidiaries.

Stock Options

Stock options granted under the 2015 Equity Incentive Plan may be issued as either incentive stock options, within the meaning of Section 422 of the Code, or as nonqualified stock options. The exercise price of

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an option will be not less than 100% of the fair market value of a share of common stock on the date of the grant of the option. The committee will determine the vesting and/or exercisability requirements and the terms of exercise of each option, including the effect of termination of employment or service of a participant or a change in control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance goals established by the committee. The maximum term of an option will be 10 years from the date of grant.

To exercise an option, the participant must pay the exercise price, subject to specified conditions, (i) in cash, or, (ii) to the extent permitted by the committee, and set forth in an award agreement, (A) in shares of common stock, (B) through an open-market broker-assisted transaction, (C) by reducing the number of shares of common stock otherwise deliverable upon the exercise of the stock option, (D) by combination of any of the above methods or (E) by such other method approved by the committee, and must pay any required tax withholding amounts. Dividends may not be paid with respect to the shares of common stock subject to stock options. Dividend equivalent rights shall be granted with respect to shares of common stock subject to stock options to the extent permitted by the committee or set forth in an award agreement.

Stock Appreciation Rights

A stock appreciation right may be granted either in tandem with an option or without a related option. A stock appreciation right entitles the participant, upon settlement or exercise, to receive a payment based on the excess of the fair market value of a share of common stock on the date of settlement or exercise over the base price of the right, multiplied by the number of shares of common stock as to which the right is being settled or exercised. Stock appreciation rights may be granted on a basis that allows for the exercise of the right by the participant or that provides for the automatic payment of the right upon a specified date or event. The base price of a stock appreciation right may not be less than the fair market value of a share of common stock on the date of grant. The committee will determine the vesting requirements and the terms of exercise of each stock appreciation right, including the effect of termination of employment or service of a participant or a change in control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance goals established by the committee. The maximum term of a stock appreciation right will be 10 years from the date of grant. Stock appreciation rights may be payable in cash or in shares of common stock or in a combination of both. Dividends may not be paid with respect to the shares of common stock subject to stock appreciation rights. Dividend equivalent rights shall be granted with respect to shares of common stock subject to stock appreciation rights to the extent permitted by the committee or set forth in an award agreement.

Restricted Stock Awards

A restricted stock award represents shares of common stock that are issued subject to restrictions on transfer and vesting requirements. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified performance goals established by the committee. Unless otherwise set forth in an award agreement, restricted stock award holders will have all of the rights of a stockholder of us during the restricted period. The committee may provide in an award agreement for the payment of dividends at such times as paid to stockholders of us generally, at the times of vesting or other payment of the restricted stock award or otherwise.

Restricted Stock Units

An award of restricted stock units, or RSUs, provides the participant the right to receive a payment based on the value of a share of common stock. RSUs may be subject to vesting requirements, restrictions and conditions to payment. RSUs may vest based solely on the continued employment or service of the participant for a specified time period. In addition, RSUs may be denominated as performance share units, or PSUs, which will vest in whole or in part based on the attainment of specified performance goals established by the

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committee. RSU and PSU awards will become payable to a participant at the time or times determined by the committee and set forth in the award agreement, which may be upon or following the vesting of the award. RSU and PSU awards are payable in cash or in shares of common stock or in a combination of both. RSUs and PSUs may be granted together with a dividend equivalent right with respect to the shares of common stock subject to the award. Dividend equivalent rights will be paid at such times as determined by the committee in its discretion (including without limitation, at the times paid to stockholders generally or at the times of vesting or payment of the RSUs or PSUs. Dividend equivalent rights may be subject to forfeiture under the same conditions as apply to the underlying RSUs or PSUs.

Stock Awards

A stock award represents shares of common stock that are issued free of restrictions on transfer and free of forfeiture conditions and to which the participant is entitled all incidents of ownership. A stock award may be granted for past services, in lieu of bonus or other cash compensation, directors’ fees or for any other valid purpose as determined by the committee. The committee will determine the terms and conditions of stock awards, and such stock awards may be made without vesting requirements. Upon the issuance of shares of common stock under a stock award, the participant will have all rights of a stockholder with respect to such shares of common stock, including the right to vote the shares and receive all dividends and other distributions on the shares.

Cash Performance Awards

A cash performance award is denominated in a cash amount (rather than in shares) and is payable based on the attainment of pre-established business and/or individual performance goals. The requirements for vesting may be also based upon the continued employment or service of the participant during the performance period, and vesting may be accelerated in certain circumstances, as determined by the committee. The maximum amount of cash compensation that may be paid to a participant during any one calendar year under all cash performance awards is $15 million.

Performance Criteria

For purposes of cash performance awards, as well as for any other awards under the 2015 Equity Incentive Plan intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the performance criteria will be one or any combination of the following, for us or any identified subsidiary or business unit, as determined by the committee at the time of the award: (a) net earnings; (b) earnings per share; (c) net debt; (d) revenue or sales growth; (e) net or operating income; (f) net operating profit; (g) return measures (including, but not limited to, return on assets, capital, equity or sales); (h) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (i) earnings before or after taxes, interest, depreciation, amortization and/or rent; (j) share price (including, but not limited to growth measures and total stockholder return); (k) expense control or loss management; (l) customer satisfaction; (m) market share; (n) economic value added; (o) working capital; (p) the formation of joint ventures or the completion of other corporate transactions; (q) gross or net profit margins; (r) revenue mix; (s) operating efficiency; (t) product diversification; (u) market penetration; (v) measurable achievement in quality, operation or compliance initiatives; (w) quarterly dividends or distributions; (x) employee retention or turnover; or (y) any combination of or a specified increase in any of the foregoing. Each of the performance criteria will be applied and interpreted in accordance with an objective formula or standard established by the committee at the time of grant of the award including, without limitation, GAAP. The performance criteria may be applied on an absolute basis or relative to an identified index, peer group, or one or more competitors or other companies (including particular business segments or divisions of such companies), as specified by the committee.

At the time that an award is granted, the committee may provide that performance will be measured in such objective manner as it deems appropriate, including, without limitation, adjustments to reflect charges for

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restructurings, non-operating income, the impact of corporate transactions or discontinued operations, extraordinary and other unusual or non-recurring items and the cumulative effects of accounting or tax law changes.

Further, the committee shall, to the extent provided in an award agreement, have the right, in its discretion, to reduce or eliminate the amount otherwise payable to any participant under an award and to establish rules or procedures that have the effect of limiting the amount payable to any participant to an amount that is less than the amount that is otherwise payable under an award. The committee shall not have discretion to increase the amount that is otherwise payable to any participant. Following the conclusion of the performance period for any award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the committee shall certify in writing whether the applicable performance goals have been achieved, or certify the degree of achievement, if applicable. Upon certification of the performance goals, the committee shall determine the level of vesting or amount of payment to the participant pursuant to the award, if any.

Award Limitations

For purposes of complying with the requirements of Section 162(m) of the Code, the maximum number of shares of common stock that may be subject to each award type that is granted to a participant other than a non-employee director during any calendar year shall be limited as follows: (i) 1,000,000 shares of common stock subject to stock options, (ii) 1,000,000 shares of common stock subject to stock appreciation rights, (iii) 1,000,000 shares of common stock subject to restricted stock awards that vest in full or in part based on the attainment of performance goals, (iv) 750,000 shares of common stock subject to restricted stock awards that vest in full or in part based on continued employment over a stated period of time, (v) 1,000,000 shares of common stock subject to restricted stock units that vest in full or in part based on the attainment of performance goals and (vi) 750,000 shares of common stock subject to restricted stock units that vest in full or in part based on continued employment over a stated period of time.

Further, the maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, restricted stock awards, RSUs and stock awards granted to any non-employee director during any calendar year will be limited to 750,000 shares of common stock for all such award types in the aggregate.

Effect of Change in Control

Upon the occurrence of a change in control (as defined in the 2015 Equity Incentive Plan), unless otherwise specifically prohibited under applicable law, or unless otherwise provided in the applicable award agreement, the committee is authorized to make adjustments in the terms and conditions of outstanding awards, including without limitation the following (or any combination thereof): (i) continuation or assumption of such outstanding awards by us (if we are the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms as such outstanding awards (with appropriate adjustments to the type of consideration payable upon settlement of the awards); (iii) accelerated exercisability, vesting and/or payment; and (iv) if all or substantially all of our outstanding shares of common stock transferred in exchange for cash consideration in connection with such change in control: (a) upon written notice, provide that any outstanding stock options and stock appreciation rights are exercisable during a reasonable period of time immediately prior to the scheduled consummation of the event or such other reasonable period as determined by the committee (contingent upon the consummation of the event), and at the end of such period, such stock options and stock appreciation rights will terminate to the extent not so exercised within the relevant period; and (b) cancellation of all or any portion of outstanding awards for fair value, as determined in the sole discretion of the committee.

Forfeiture

The committee may specify in an award agreement that an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, including termination of

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employment or service for “cause” (as defined in the 2015 Equity Incentive Plan), violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the participant, or other conduct by the participant that is detrimental to our business or reputation. Unless otherwise provided by the committee and set forth in an award agreement, if (i) a participant’s employment or service is terminated for “cause” or (ii) after termination of employment or service for any other reason, the committee determines in its discretion either that, (a) during the participant’s period of employment or service, the participant engaged in an act which would have warranted termination from employment or service for “cause” or (b) after termination, the participant engaged in conduct that violates any continuing obligation or duty of the participant in respect of us or any of our subsidiaries, such participant’s rights, payments and benefits with respect to such award may be subject to cancellation, forfeiture and/or recoupment.

Right of Recapture

If a participant receives compensation pursuant to an award based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the participant will, upon our written request, forfeit and repay to us the difference between what the participant received and what the participant should have received based on the accounting restatement, in accordance with (i) our compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the Dodd-Frank Act.

Tax Withholding

The participant shall be responsible for payment of any taxes or similar charges required by law to be paid or withheld from an award or an amount paid in satisfaction of any award. Any required withholdings shall be paid by the participant on or prior to the payment or other event that results in taxable income in respect of an award. The award agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of award, which may include permitting the participant to elect to satisfy the withholding obligation by tendering shares of common stock to us or having us withhold a number of shares of common stock having a value equal to the minimum statutory tax or similar charge required to be paid or withheld.

Deferrals of Payment

The committee may in its discretion permit participants in the 2015 Equity Incentive Plan to defer the receipt of payment of cash or delivery of shares of common stock that would otherwise be due by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an award on a deferred basis in accordance with the terms of the 2015 Equity Incentive Plan; provided, however, that such discretion shall not apply in the case of a stock option or stock appreciation right.

Trading Policy Considerations.

Stock option exercises and other awards granted under the 2015 Equity Incentive Plan shall be subject to our insider trading policy related restrictions, terms and conditions as in effect, from time to time.

Term, Amendment and Termination

The term of the 2015 Equity Incentive Plan is 10 years from the date it was approved by the Board. The Board may amend, modify, suspend or terminate the 2015 Equity Incentive Plan at any time. However, no termination or amendment of the 2015 Equity Incentive Plan will materially adversely affect any award theretofore granted without the consent of the participant or the permitted transferee of the award. The Board may seek the approval of any amendment by our stockholders to the extent it deems necessary or advisable for purposes of compliance with Section 162(m) or Section 422 of the Code, the listing requirements of NYSE or for any other purpose.

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Anticipated Awards under the 2015 Equity Incentive Plan

In connection with this offering certain of our employees, including our Named Executive Officers, and certain of our directors will receive grants of stock options and restricted stock awards. The Named Executive Officers will receive the following grants:

Name	Number of Securities Underlying Options	Number of Securities Underlying Restricted Stock Awards
Thomas Goeke
Bruce Chalmers
John Gallagher
Ron Krisanda

For a description of the restricted stock unit grants that certain of our directors will receive, see “—Director Compensation.”

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following includes a summary of transactions since January 1, 2012 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation” We also describe below certain other transactions with our directors, executive officers and stockholders.

Amended and Restated Stockholders Agreement

On July 8, 2013, we, CCMP, affiliates of Alberta Investment Management Corporation (collectively referred to as “AIMCo”), our management investors and Ira Boots entered into an Amended and Restated Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement contains provisions relating to the election of directors, governance, stock transfer restrictions with respect to stock held by non-CCMP shareholders, customary drag-along rights in favor of CCMP and customary tag-along rights, preemptive rights and registration rights. These provisions, other than the registration rights provisions, will terminate upon the consummation of this offering.

Demand Registration Rights

CCMP has the right to demand an unlimited number of times that we use our best efforts to effect the registration of registerable shares (as defined in the Stockholders Agreement ) of the Company’s common stock under the Securities Act. These registrations rights are subject to customary specified conditions and limitations, including that the gross offering price of all registerable shares would be no less than $10,000,000. After this offering, CCMP is expected to own approximately         shares, or         % of our common stock.

Piggyback Registration Rights

At any time after the completion of this offering, if we propose for any reason to register any shares of our common stock under the Securities Act, either for our own account or for the account of another person, then certain stockholders party to the Stockholders Agreement, including CCMP, AIMCo, our management investors and Ira Boots, will be entitled to notice of the registration and will be entitled to include their shares of common stock in the registration statement. These piggyback registration rights are subject to customary specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances. After this offering, stockholders that are party to the Stockholders Agreement are expected to own approximately          shares, or         % of our common stock.

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Dividend

On May 15, 2015, we paid a cash dividend of $145.0 million pursuant to which each holder of our common stock received $293.81 for each share then held by such stockholder. The following directors, executive officers and holders of more than 5% of our capital stock received the dividend payments listed below:

Directors, Executive Officers and 5% Stockholders	Total Dividend Received
CCMP	$	114,280,844
AIMCo		22,036,018
Tom Goeke		453,942
Bruce Chalmers		29,381
Ronald Krisanda		73,453
John Gallagher III		367,267
Ira Boots		1,469,068
Waters Davis		117,525
Jim Gentilcore		146,907
Jim Kratochvil		146,907

CCMP Acquisition

Upon the closing of the CCMP Acquisition, CCMP and Ira Boots received an aggregate one-time transaction fee and reimbursement of expenses of $5.2 million. Pursuant to an advisory services and monitoring agreement entered into in connection with the CCMP Acquisition, CCMP also receives a quarterly advisory fee of $125,000 and reimbursement for reasonable out-of-pocket expenses incurred in connection with the provision of services, including the reasonable fees and disbursements of legal counsel and other advisors retained by CCMP and travel and reasonable out-of-pocket expenses of each director appointed by CCMP to our Board of directors or the board of directors of our affiliates. The advisory services and monitoring agreement also provides for customary exculpation, indemnification and confidentiality provisions. The advisory services and monitoring agreement will terminate automatically upon the consummation of this offering.

Employment Agreements

Milacron Intermediate Holdings previously entered into employment agreements with certain of its executive officers. Milacron UK Limited entered into an employment agreement with Mr. Krisanda. See “Executive and Director Compensation—Employment Agreements; Severance and Change in Control Benefits—Employment Agreements.”

Indemnification of Officers and Directors

We have indemnification agreements with our current directors and executive officers and expect to enter into similar agreements with any new directors and new executive officers in the future.

Policies for Approval of Related Person Transactions

In connection with this offering, we will adopt a written policy relating to the approval of related person transactions. Our audit committee will review and approve or ratify all relationships and related person transactions between us and (1) our directors, director nominees, executive officers or their immediate family members; (2) any 5% record or beneficial owner of our common stock; or (3) any immediate family member of any person specified in (1) and (2) above. Our corporate controller will be primarily responsible for the development and implementation of processes and controls to obtain information from our directors and

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executive officers with respect to related party transactions and for determining, based on the facts and circumstances, whether we or a related person have a direct or indirect material interest in the transaction.

As set forth in the related person transaction policy, in the course of its review and approval or ratification of a related party transaction, the committee will consider:

• the nature of the related person’s interest in the transaction;

• the availability of other sources of comparable products or services;

• the material terms of the transaction, including, without limitation, the amount and type of transaction; and

• the importance of the transaction to us.

Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. However, such member of the audit committee will provide all material information concerning the transaction to the audit committee.

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PRINCIPAL STOCKHOLDERS

Security Ownership

The following table shows information as of                     , 2015 regarding the beneficial ownership of our common stock (1) prior to this offering and (2) as adjusted to give effect to this offering by:

• each person or group who is known by us to own beneficially more than 5% of our common stock;

• each member of our board and each of our named executive officers; and

• all members of our board and our executive officers as a group.

For further information regarding material transactions, see “Certain Relationship and Related Person Transactions.”

Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Percentage of beneficial ownership is based on             shares of common stock outstanding as of                     , 2015 and             shares of common stock outstanding after giving effect to this offering, assuming no exercise of the underwriters’ option to purchase additional shares, or             shares of common stock, assuming the underwriters exercise their option to purchase additional shares in full. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the date of this prospectus are deemed to be outstanding and beneficially owned by the person holding the options for the purposes of computing the percentage of beneficial ownership of that person and any group of which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership for any other person. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares of capital stock held by them. Unless otherwise indicated, the address for each holder listed below is c/o Milacron Holdings Corp., 3010 Disney Street, Cincinnati, OH 45209.

	Shares of common stock beneficially owned before this offering		Shares of common stock beneficially owned after this offering (assuming no exercise of the option to purchase additional shares)		Shares of common stock beneficially owned after this offering assuming full exercise of the option to purchase additional shares
Name and address of beneficial owner	Number of shares	Percentage of shares	Number of shares	Percentage of shares	Number of shares	Percentage of shares
5% stockholders:
CCMP(1)
AIMCo(2)
Named executive officers and directors:
Tom Goeke
Bruce Chalmers
Ronald Krisanda
John Gallagher III
Ira Boots
Greg Brenneman
Mark McFadden
Waters Davis
Jim Gentilcore
Timothy Walsh
Jim Kratochvil
James Ridout
All board of director members and executive officers as a group (13 persons)

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* Less than 1%

(1) Includes             shares of common stock owned by CCMP Capital Investors II, L.P. (“CCMP Capital Investors”) and                      shares of common stock owned by CCMP Capital Investors (Cayman) II, L.P. (“CCMP Cayman,” and together with CCMP Capital Investors, the “CCMP Capital Funds”). The general partner of the CCMP Capital Funds is CCMP Capital Associates, L.P (“CCMP Capital Associates”). The general partner of CCMP Capital Associates is CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”). CCMP Capital Associates GP is wholly-owned by CCMP Capital, LLC. CCMP Capital, LLC ultimately exercises voting and dispositive power over the shares held by the CCMP Capital Funds. Voting and disposition decisions at CCMP Capital, LLC with respect to such shares are made by a committee, the members of which are Greg Brenneman, Christopher Behrens and Timothy Walsh. Greg Brenneman is Chairman, President and Chief Executive Officer of CCMP. Timothy Walsh is Chief Operating Officer and a Managing Director of CCMP. Mark McFadden is a Managing Director of CCMP. The address of each of Messrs. Brenneman, McFadden and Walsh and each of the entities described above is c/o CCMP Capital Advisors, LLC, 245 Park Avenue, New York, New York 10167, except the address of CCMP Cayman is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands. Each of Messrs. Brenneman, McFadden and Walsh disclaims any beneficial ownership of any shares beneficially owned by the CCMP Capital Funds.

(2) Comprises common stock owned by PE12GVPE (Talon) Ltd. and PE12PXPE (Talon) Ltd., all of which are directly or indirectly owned by entities advised and managed by Alberta Investment Management Corporation. The address for each of PE12GVPE (Talon) Ltd. and PE12GVPE (Talon) Ltd. is 1100—10830 Jasper Avenue, Edmonton, Alberta Canada, T5J 2B3.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following descriptions are only summaries of the material provisions of the ABL Facility, the New Term Loan Facility, the Senior Unsecured Notes and certain other of our indebtedness, and do not purport to be complete.

Senior Credit Facilities

Milacron LLC, Milacron Intermediate Holdings and certain domestic subsidiaries of Milacron Intermediate Holdings entered into a new senior secured term loan facility, dated as of May 14, 2015, with JPMorgan Chase Bank, N.A., as administrative agent, and certain financial institutions as lenders (the “New Term Loan Facility”), the proceeds of which were used (i) repay all $339.1 million aggregate principal amount outstanding under the Term Loan Facility, (ii) redeem in full $220.0 million aggregate principal amount outstanding of Senior Secured Notes on May 15, 2015 at a redemption price of 106.281% of the principal amount thereof and (iii) pay an approximately $145 million cash dividend to our shareholders. Bank of America, N.A., J.P. Morgan Securities LLC, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Goldman Sachs Lending Partners LLC and Keybanc Capital Markets Inc. acted as joint lead arrangers and joint bookrunners for the New Term Loan Facility.

General

ABL Facility. Our ABL Facility terminates either on (x) February 15, 2019 or (y) October 17, 2019, subject to the satisfaction of certain conditions on or prior to February 14, 2019. The ABL Facility consists of a U.S. revolving credit facility in an aggregate principal amount of $80.0 million (the “U.S. ABL Facility”), a Canadian revolving credit facility in an aggregate principal amount of CAD equivalent of $20.0 million (the “Canadian ABL Facility”) and a German revolving credit facility in an aggregate principal amount of the Euro equivalent of $25.0 million (the “German ABL Facility”), in each case, providing for loans and/or letters of credit thereunder. Proceeds from the ABL Facility, including any letters of credit, may be used for working capital needs and other general corporate purposes, including the financing of capital expenditures, permitted acquisitions, other permitted investments, restricted payments and any other purposes not prohibited by the ABL Facility.

Availability under the U.S. ABL Facility is limited to the lesser of $80.0 million and a borrowing base (the “U.S. Borrowing Base”) equal to the sum (subject to certain reserves and other adjustments) of:

• 85% of the U.S. Borrowers’ eligible accounts receivable, plus

• the lesser of (x) 65% of the lesser of cost (valued based on historical accounting practices) or market value of the U.S. Borrowers’ eligible inventory and (y) 85% of the appraised net orderly liquidation value of the U.S. Borrowers’ eligible inventory.

Availability under the Canadian ABL Facility is limited to the lesser of the CAD equivalent of $20.0 million and a borrowing base (the “Canadian Borrowing Base”) equal to the sum (subject to certain reserves and other adjustments) of:

• 85% of the Canadian ABL Obligors’ eligible accounts receivable, plus

• the lesser of (x) 65% of the lesser of cost (valued based on historical accounting practices) or market value of the Canadian ABL Obligors’ eligible inventory and (y) 85% of the appraised net orderly liquidation value of the Canadian ABL Obligors’ eligible inventory.

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Availability under the German ABL Facility is limited to the lesser of the Euro equivalent of $25.0 million and a borrowing base (the “German Borrowing Base”) equal to the sum (subject to certain reserves and other adjustments) of:

• 85% of certain of Holdings’ German subsidiaries’ (the “German Borrowers”) eligible accounts receivable, plus

• the lesser of (x) 65% of the lesser of cost (valued based on historical accounting practices) or market value of the German Borrowers’ eligible inventory and (y) 85% of the appraised net orderly liquidation value of the German Borrowers’ eligible inventory.

The ABL Facility provides the administrative agent customary discretion to impose reserves or availability blocks, which could materially impair the amount of borrowings that would otherwise be available to us, the Canadian ABL Obligors and the German Borrowers and may require us, the Canadian ABL Obligors or the German Borrowers to repay certain amounts outstanding under the ABL Facility.

The ABL Facility includes borrowing capacity available of up to $40.0 million, the CAD equivalent of $10.0 million and the Euro equivalent of $15.0 million for letters of credit. There is also a $6.0 million sublimit, in the case of the U.S. ABL Facility, and a $5.0 million sublimit, in the case of the Canadian ABL Facility, at the swingline lenders’ discretion, for borrowings on same-day notice, referred to as swingline loans.

The ABL Facility provides us with the right at any time to request up to (i) $20.0 million of additional commitments to be allocated between the U.S. ABL Facility and the Canadian ABL Facility and which shall be applied 80% to increase the U.S. ABL Facility and 20% to increase the Canadian ABL Facility and (ii) $10.0 million of additional commitments with respect to the German ABL Facility (any such increase, an “Incremental ABL Increase”). The existing lenders under the ABL Facility will not be under any obligation to provide such additional commitments, and any increase in commitments is subject to customary conditions precedent. If we were to request any such additional commitments, the facility size could increase to up to $155.0 million, but our ability to borrow under the ABL Facility would still be limited by the amount of the U.S. Borrowing Base, the Canadian Borrowing Base and the German Borrowing Base. The ABL Facility also provides us with the right to reallocate up to an agreed upon amount of the commitments between the U.S. ABL Facility and the Canadian ABL Facility.

The ABL Facility also provides us with the ability to refinance the loans and commitments under the ABL Facility (including after giving effect to any Incremental ABL Increase) with a new revolving facility or one or more series of senior secured loans, subject to customary conditions precedent.

Additional borrowings under the ABL Facility are subject to the satisfaction of customary conditions, including absence of defaults or events of default, accuracy of representations and warranties in all material respects and availability.

New Term Loan Facility. Subject to certain permitted extensions, our new senior secured term loan facility has a maturity date of September 28, 2020 and provided for an aggregate principal amount of $730.0 million of loans thereunder as of May 14, 2015. Milacron borrowed the full $730.0 million available under the New Term Loan Facility on May 14, 2015.

The New Term Loan Facility provides us with the right at any time to request one or more incremental term loan facilities to the New Term Loan Facility (each, an “Incremental Term Increase”) in an aggregate amount not to exceed (x) $200.0 million plus (y) an unlimited amount so long as our pro forma total net secured leverage ratio does not exceed 4.0 to 1.0 plus (z) the amount of any optional prepayment of any term loan under the New Term Loan Facility to the extent not funded with proceeds of any long-term indebtedness (other than revolving indebtedness) or proceeds of any incremental term facility that effectively extends the maturity date

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with respect to any class of term loans under the New Term Loan Facility. The existing lenders under the New Term Loan Facility are not under any obligation to provide such additional commitments, and any increase in commitments is subject to customary conditions precedent.

The New Term Loan Facility also provides us with the ability to refinance the loans under the New Term Loan Facility (including after giving effect to any Incremental Term Increase) with a new secured or unsecured term facility or one or more series of secured or unsecured notes, subject to customary conditions precedent.

Interest rate and fees

ABL Facility. The interest rates applicable to loans under the U.S. ABL Facility are, at our option, equal to either (1) the Adjusted LIBOR, plus a margin of 1.75% to 2.25% per annum, based on availability or (2) the highest of (i) the prime commercial lending rate publicly announced by the ABL Administrative Agent as its “prime rate” as in effect on such day, (ii) the Federal Funds Effective Rate plus 0.50% per annum and (iii) published LIBOR plus 1.0% per annum, plus a margin of 0.75% to 1.25% per annum, based on availability. The interest rates applicable to loans under the Canadian ABL Facility are, at our option, equal to either (1) the B/A Equivalent Rate, plus a margin of 1.75% to 2.25% per annum, based on availability or (2) the highest of (i) the prime commercial lending rate publicly announced by the ABL Administrative Agent in Canada as its “prime rate” as in effect on such day, (ii) the Bank of Canada Overnight Rate plus 0.50% per annum and (iii) one-month B/A Equivalent Rate plus 1.0% per annum, plus a margin of 0.75% to 1.25% per annum, based on availability. The interest rates applicable to loans under the German ABL Facility are equal to (1) with respect to loans denominated in Euros, the rate equal to the higher of (i) the rate as set and published by the European Central Bank known as the ECB Main Refinancing Rate (or any successor rate), and (ii) the LIBOR rate on such day (or if such day is not a Business Day, the immediately preceding Business Day), with a maturity of three months and (2) with respect to loans denominated in Dollars and funded outside the United States and Canada, a fluctuating rate per annum equal to the rate of interest in effect for such day as publicly announced from time to time by the local branch of Bank of America in the jurisdiction in which such currency is funded as its “base rate,” plus a margin of 1.75% to 2.25% per annum, based on availability.

The commitment fee on the unused portion of the ABL Facility is 0.50% per annum on the average daily unused portion of the ABL Facility, subject to a step-down based on availability. The letter of credit fee on the aggregate face amount of outstanding letters of credit under the ABL Facility is equal to the interest rate margin for Adjusted LIBOR or B/A Equivalent Rate, as the case may be, loans. In addition there is a fronting fee on the aggregate face amount of outstanding letters of credit of up to 0.125%.

New Term Loan Facility. The interest rates applicable to loans under the New Term Loan Facility is, at our option, equal to either (i) the published LIBOR rate, plus a margin of 3.50% per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) published LIBOR rate plus 1.0% or (4) 2.00% per annum, plus a margin of 2.50% per annum. After the consummation of an issuance by Milacron Intermediate Holdings or any of its direct or indirect parent companies of its common stock in an underwritten primary public offering, including this offering, the interest rates shall be adjusted to be, at our option, equal to either (i) the published LIBOR rate, plus a margin of 3.25% (if our total net leverage ratio is less than or equal to 4.00 to 1.00) to 3.50% (if our total net leverage ratio is greater than 4.00 to 1.00) per annum or (ii) the greater of (1) the prime rate, (2) the federal funds rate plus 0.50% per annum, (3) published LIBOR rate plus 1.0% or (4) 2.00% per annum, plus depending upon the current total net leverage ratio, 2.25% (if our total net leverage ratio is less than or equal to 4.00 to 1.00) to 2.50% (if our total net leverage ratio is greater than 4.00 to 1.00) per annum. In no event will the LIBOR rate be less than 1.00% at any time.

Mandatory repayments

ABL Facility. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and outstanding letters of credit under our U.S. ABL Facility exceeds the lesser of (i) the sublimit on

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the U.S. ABL Facility and (ii) the then applicable U.S. Borrowing Base (the “U.S. Maximum Credit”), the borrowers under the U.S. ABL Facility shall repay the outstanding loans under such facility (and cash collateralize outstanding letters of credit) in an aggregate amount equal to such excess. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and outstanding letters of credit under our Canadian ABL Facility exceeds the lesser of (i) the sublimit on the Canadian ABL Facility and (ii) the then applicable Canadian Borrowing Base (the “Canadian Maximum Credit”), the borrowers under the Canadian ABL Facility shall repay the outstanding loans under such facility (and cash collateralize outstanding letters of credit) in an aggregate amount equal to such excess. If at any time the aggregate amount of outstanding loans, unreimbursed letter of credit drawings and outstanding letters of credit under our German ABL Facility exceeds the lesser of (i) the sublimit on the German ABL Facility and (ii) the then applicable German Borrowing Base (the “German Maximum Credit”), the German Borrowers shall repay the outstanding loans under such facility (and cash collateralize outstanding letters of credit) in an aggregate amount equal to such excess.

In addition, at any time following the occurrence and during the continuation of a liquidity condition, defined as the period from the date availability shall have been less than the greater of (i) 12.5% of the sum of the U.S. Maximum Credit, Canadian Maximum Credit and German Maximum Credit (the “Line Cap”) and (ii) $13.75 million, in either case for five consecutive business days, in each case to the date availability shall have been at least equal to the greater of (i) 12.5% of the Line Cap and (ii) $13.75 million for 30 consecutive calendar days, the ABL Loans shall be prepaid and the letters of credit cash collateralized with 100% of the net cash proceeds of dispositions of any collateral securing the ABL Facility on a first-priority basis by the borrowers under the ABL Facility (including insurance and condemnation proceeds) in excess of an amount to be agreed.

New Term Loan Facility. The following amounts will be applied to prepay loans under the New Term Loan Facility, subject to certain thresholds, carve-outs and exceptions set forth in the documentation for the New Term Loan Facility: (i) 100% of the net cash proceeds of any incurrence of debt by us and certain of our subsidiaries, (ii) 100% of the net cash proceeds of any non-ordinary course sale or other disposition of assets by us or certain of our subsidiaries and (iii) and 50% of our excess cash flow (as described below).

Excess cash flow for a fiscal year is calculated as:

• Adjusted EBITDA for such fiscal year; minus

• the sum of the following items on a consolidated basis: (a) cash interest expense and scheduled payments of debt for such fiscal year, (b) cash paid or to be paid in the first six months of the following fiscal year (to the extent not financed using proceeds of long-term debt) for capital expenditures, certain permitted investments and certain restricted payments during such fiscal year, (c) all taxes paid in cash, (d) an amount equal to any positive change in working capital for such fiscal year, (e) cash expenditures made in respect of hedging agreements during such fiscal year to the extent not reflected as a subtraction in the computation of Adjusted EBITDA, (f) amounts paid in cash during such fiscal year on account of (i) items that were accounted for as non-cash reductions of net income in determining consolidated net income or as non-cash reductions of consolidated net income in determining Adjusted EBITDA in a prior fiscal year, and (ii) reserves or accruals established in purchase accounting, (g) the amount related to other items that were added to or not deducted from consolidated net income to the extent either (i) such items represented a cash payment, or an accrual for a cash payment, or (ii) such items did not represent cash received during such fiscal year, plus, without duplication, (h) to the extent not expensed during such fiscal year or not deducted in calculating consolidated net income or Adjusted EBITDA, the aggregate amount of cash payments in respect of long-term liabilities or other long-term obligations (other than indebtedness), transaction costs and expenditures, fees, costs and expenses paid in cash and not financed using the proceeds of long-term indebtedness (other than revolving indebtedness) during such fiscal year, and (i) the amount of cash taxes paid in such fiscal year (and tax reserves set aside

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and payable within 12 months of such fiscal year) to the extent they exceed the amount of tax expense deducted in determining consolidated net income for such fiscal year; plus

• the sum of: (a) any negative change in working capital for such fiscal year, (b) to the extent any permitted capital expenditures, permitted investments or restricted payments referred to in clause (b) above do not occur before the end of the first six months of the following fiscal year, the amount of such capital expenditures, permitted investments and restricted payments that were not made, (c) cash payments received in respect of hedging agreements during such fiscal year to the extent not included in the computation of Adjusted EBITDA, (d) any extraordinary, unusual or nonrecurring gain realized in cash during such fiscal year, (e) to the extent deducted in the computation of Adjusted EBITDA, cash interest income, and (f) the amount related to items that were deducted from or not added to consolidated net income to the extent either (i) such items represented cash received, or (ii) such items do not represent cash paid during such fiscal year.

Additionally, if our net secured leverage ratio at the end of such fiscal year is equal to or less than 2.75 to 1.00 but greater than 2.25 to 1.00, the excess cash flow prepayment amount is reduced to 25% of the above calculation. If our net secured leverage ratio at the end of such fiscal year is equal to or less than 2.25 to 1.00, the excess cash flow prepayment amount is reduced to 0% of the above calculation.

Voluntary repayment

We may voluntarily reduce the unutilized portion of the commitment amount under the ABL Facility and repay outstanding loans at any time without premium or penalty other than customary “breakage” costs with respect to Adjusted LIBOR and B/A Equivalent Rate borrowings. We may voluntarily prepay loans under the New Term Loan Facility at any time with customary “breakage” costs with respect to LIBOR rate borrowings. If we prepay loans under the New Term Loan Facility in connection with a repricing during the period of one year following the closing date of May 14, 2015, we will pay a prepayment premium of 1% of the aggregate principal amount of prepaid loans.

Amortization and final maturity

There is no scheduled amortization under our ABL Facility. All outstanding loans under the ABL Facility are due and payable in full upon the expiration of its term. The New Term Loan Facility is subject to quarterly amortization of principal equal to 0.25% of the aggregate principal amount of the New Term Loan Facility, as of May 14, 2015, with the balance payable at final maturity.

Guarantees and security

All obligations under our ABL Facility and New Term Loan Facility are each unconditionally guaranteed jointly and severally on a senior basis by: (i) in the case of the New Term Loan Facility, Milacron Intermediate Holdings and each of the U.S. Borrowers (other than Milacron LLC), (ii) in the case of the U.S. ABL Facility, Milacron Intermediate Holdings, each of the U.S. ABL Obligors and each of the U.S. Borrowers’ wholly-owned domestic subsidiaries (subject to certain customary exceptions) whose assets are, at the U.S. ABL Facility borrowers’ option, to be included in the U.S. Borrowing Base; (iii) in the case of the Canadian ABL Facility, by Milacron Intermediate Holdings, the Canadian ABL Obligors, the U.S. ABL Obligors, the German Borrowers, certain European subsidiaries of Milacron Intermediate Holdings (the “European Guarantors”), certain subsidiaries of Milacron Intermediate Holdings that become party to an intercompany cash pooling arrangement (subject to certain customary exceptions), each of the Canadian ABL Facility borrower’s and U.S. Borrowers’ respective wholly-owned domestic subsidiaries (in each case, subject to certain customary exceptions) and Canadian subsidiaries of Milacron Intermediate Holdings (subject to customary exceptions) whose assets are, at the U.S. Borrowers’ or Canadian ABL Facility borrowers’ option, to be included in the Canadian Borrowing Base; and (iv) in the case of the German ABL Facility, by Milacron Intermediate Holdings,

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the U.S. ABL Obligors, the German Borrowers, the Canadian ABL Obligors, the European Guarantors, certain subsidiaries of Milacron Intermediate Holdings that become party to an intercompany cash pooling arrangement (subject to certain customary exceptions), each of the Canadian ABL Facility borrower’s and U.S. Borrowers’ respective wholly-owned domestic subsidiaries (in each case, subject to certain customary exceptions) and German subsidiaries of Milacron Intermediate Holdings (subject to customary exceptions) whose assets are, at the U.S. Borrowers’ or the German Borrowers’ option, to be included in the German Borrowing Base. Following the merger of Milacron Intermediate Holdings into Milacron, Milacron will guarantee the ABL Facility and the New Term Loan Facility.

All obligations under the U.S. ABL Facility, Canadian ABL Facility, German ABL Facility and New Term Loan Facility, and the guarantees of those obligations (other than the guarantees provided by the European Guarantors), are secured, subject to certain exceptions, by substantially all of the assets of the borrowers under each such facility and substantially all of the assets of the respective guarantors under each such facility.

The assets securing the U.S. ABL Facility, the Canadian ABL Facility and the German ABL Facility (the “ABL Collateral”) include a first-priority (subject to permitted liens and other exceptions) security interest in personal property consisting of accounts receivable, inventory, tax refunds, cash, deposit accounts and securities accounts (other than any deposit account or securities account established solely to hold identified proceeds of first-priority liens collateral), investment property (other than capital stock), and general intangibles, chattel paper, documents, supporting obligations, certain other assets and books and records related to the foregoing, and, in each case, proceeds thereof, subject to customary exceptions.

The New Term Loan Facility is secured by a second priority lien on and security interest in the ABL Collateral securing the U.S. ABL Facility.

The assets securing the New Term Loan Facility (the “Term Loan Collateral”) include a first-priority security interest (subject to permitted liens and other exceptions) on 100% of the present and future shares of capital stock in our subsidiaries and the subsidiary guarantors thereunder (but limited in the case of the voting capital stock of any first-tier foreign subsidiary and any direct or indirect domestic subsidiary of which substantially all of its assets consist of the equity of one or more direct or indirect foreign subsidiaries, to 65% of such capital stock), substantially all of our and the subsidiary guarantors’ material owned real property and equipment and all other personal property of us and the subsidiary guarantors to the extent not constituting collateral securing the ABL Facility on a first-priority basis, including, without limitation, contracts (other than those relating to collateral securing the ABL Facility on a first-priority basis), patents, copyrights, trademarks, other general intangibles, intercompany notes and proceeds of the foregoing, subject to customary exceptions.

The ABL Facility is secured by a second priority lien on and security interest in the New Term Loan Collateral.

Restrictive covenants and other matters

The credit agreements for the ABL Facility and the New Term Loan Facility contain certain negative covenants that, subject to significant exceptions, limit the ability of Milacron Intermediate Holdings and the ability of its restricted subsidiaries to, among other things:

• incur, assume or permit to exist additional indebtedness (including guarantees thereof);

• pay dividends or certain other distributions on its capital stock or repurchase its capital stock or prepay subordinated indebtedness;

• incur liens on assets;

• make certain investments or other restricted payments;

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• allow certain restrictions on the ability of its restricted subsidiaries to pay dividends or make other payments to Milacron Intermediate Holdings;

• engage in transactions with affiliates;

• sell certain assets or merge or consolidate with or into other companies;

• guarantee indebtedness;

• change its fiscal year; and

• alter the business that we conduct.

Our ABL Facility and New Term Loan Facility also contain certain customary representations and warranties, affirmative operating covenants and events of default, including among other things payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting our ABL Facility or New Term Loan Facility, as applicable, to be in full force and effect, and change of control. If such an event of default occurs, the lenders under our ABL Facility or New Term Loan Facility, as applicable, would be entitled to take various actions, including the acceleration of amounts due under our ABL Facility or New Term Loan Facility, as applicable, and all actions permitted to be taken by a secured creditor.

In addition, our ABL Facility contains a financial covenant requiring Milacron LLC and its restricted subsidiaries to maintain a 1.0 to 1.0 minimum trailing four quarter fixed charge coverage ratio, to be tested at any time that excess availability under the ABL Facility decreases to a level below the greater of 12.5% of the aggregate revolver commitments and $13.75 million until the date on which excess availability exceeds the greater of 12.5% of the aggregate revolver commitments and $13.75 million for 30 consecutive days.

Senior Unsecured Notes

In March 2013, Milacron LLC and Mcron Finance Corp. issued $465.0 million aggregate principal amount of 7.750% Senior Notes due 2019 (the “Senior Unsecured Notes”). The Senior Unsecured Notes have a maturity date of February 15, 2021. The Senior Unsecured Notes pay interest semi-annually in cash in arrears on February 15 and August 15 of each year, and are guaranteed on a senior unsecured basis by Milacron Intermediate Holdings and each wholly-owned domestic subsidiary of Milacron LLC that is an obligor under the Term Loan Facility and ABL Facility. Following the merger of Milacron Intermediate Holdings into Milacron, Milacron will guarantee the Senior Unsecured Notes.

The Senior Unsecured Notes are redeemable, in whole or in part, at any time on or after February 15, 2016 on specified redemption dates and at the redemption prices specified in the indenture governing the Senior Unsecured Notes. In addition, we may redeem up to 40% of the Senior Unsecured Notes before February 15, 2016 with the net cash proceeds from certain equity offerings. We may also redeem some or all of the Senior Unsecured Notes before February 15, 2016 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. We may be required to make an offer to purchase the Senior Unsecured Notes upon the sale of certain assets and upon a change of control. As at December 31, 2014, the aggregate principal amount of the outstanding Senior Unsecured Notes was $465.0 million.

Other Indebtedness

As of March 31, 2015, we had approximately $1.3 million of capital lease obligations outstanding as well as $8.4 million of borrowings under certain lines of credit. Certain of these lines of credit are used only for

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working capital. Others are used to issue letters of credit and guarantees in the ordinary course of business. As of March 31, 2015, we had approximately $25.8 million of committed lines of credit with approximately $12.5 million of undrawn availability under these lines of credit. Based on amounts outstanding and total facility size, the weighted average interest rate for the capital lease obligations and lines of credit is approximately 2.9% and 6.0%, respectively, as of December 31, 2014.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the consummation of this offering. Such summaries do not purport to be complete and are subject to, and qualified in their entirety, by reference to our amended and restated certificate of incorporation and amended and restated bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part.

Authorized Capitalization

Upon the consummation of this offering, our authorized capital stock shall consist of             shares of common stock, par value $0.01 per share, of which             shares shall be issued and outstanding.

Common Stock

Holders of our common stock are entitled to the following rights.

Voting Rights

Directors will be elected by a plurality of the votes entitled to be cast. Our stockholders will not have cumulative voting rights. Except as otherwise provided in our amended and restated certificate of incorporation or as required by law, all matters to be voted on by our stockholders other than matters relating to the election and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter or by a written resolution of the stockholders representing the number of affirmative votes required for such matter at a meeting.

Dividend Rights

Holders of common stock will share equally in any dividend declared by our board, subject to the rights of the holders of any outstanding preferred stock.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of our common stock would be entitled to share ratably in our assets that are legally available for distribution to stockholders after payment of liabilities. If we have any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, we must pay the applicable distribution to the holders of our preferred stock before we may pay distributions to the holders of our common stock.

Other Rights

Our stockholders have no preemptive or other rights to subscribe for additional shares. All holders of our common stock are entitled to share equally on a share-for-share basis in any assets available for distribution to common stockholders upon our liquidation, dissolution or winding up. All outstanding shares are, and all shares offered by this prospectus will be, when sold, validly issued, fully paid and nonassessable.

Preferred Stock

Our board is authorized to provide for the issuance of preferred stock in one or more series and to fix the preferences, powers and relative, participating, optional or other special rights and qualifications, limitations or

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restrictions thereof, including the dividend rate, conversion rights, voting rights, redemption rights and liquidation preference and to fix the number of shares to be included in any such series without any further vote or action by our stockholders. Any preferred stock so issued may rank senior to our common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. In addition, any such shares of preferred stock may have class or series voting rights. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock.

Registration Rights

Certain of our existing stockholders have registration rights with respect to our common stock pursuant to a stockholders agreement. See “Certain Relationships and Related Person Transactions—Amended and Restated Stockholders Agreement.”

Anti-takeover Provisions

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that delay, defer or discourage transactions involving an actual or potential change in control of us or change in our management. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board the power to discourage transactions that some stockholders may favor, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Accordingly, these provisions could adversely affect the price of our common stock.

Board Composition

We will have a classified board of directors upon the closing of this offering. See “Management—Board of Directors.” Our Board will be divided into three classes, with one class being elected at each annual meeting of stockholders. Each director will serve a three-year term, with termination staggered according to class. Class I will initially consist of three directors, Class II will initially consist of three directors, and Class III will initially consist of three directors. As a result, it may discourage third-party proxy contests, tender offers or attempts to obtain control of us even if such changes would be beneficial to us and our stockholders.

Our amended and restated certificate of incorporation will provide that directors may only be removed for cause by the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of common stock then entitled to vote on the election of directors. Furthermore, any vacancy on our Board, however occurring, including a vacancy resulting from an increase in the size of our Board, may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our amended and restated bylaws provide that, after CCMP owns less than 50.1% of our outstanding common stock, special meetings of the stockholders may be called at any time, but only by or at the direction of a majority of the directors then in office, the chairperson of the board of directors or the chief executive officer. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control or management of our company.

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the

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direction of our board or a committee of our board. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with the advance notice requirements of directors, which may be filled only by a vote of a majority of directors then in office, even though less than a quorum, and not by the stockholders. Our amended and restated bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

No Stockholder Action by Written Consent

Our amended and restated certificate of incorporation will provide that, subject to the rights of any holders of preferred stock to act by written consent instead of a meeting, stockholder action may be taken only at an annual meeting or special meeting of stockholders and may not be taken by written consent instead of a meeting, unless affiliates of CCMP own at least 50% of our outstanding common stock or the action to be taken by written consent of stockholders and the taking of this action by written consent has been expressly approved in advance by our board. Failure to satisfy any of the requirements for a stockholder meeting could delay, prevent or invalidate stockholder action. The effect of this provision is that CCMP’s affirmative vote with respect to the common stock of the Company that they hold would be required for any stockholder action by written consent.

Section 203 of the DGCL

Our amended and restated certificate of incorporation will provide that the provisions of Section 203 of the DGCL, which relate to business combinations with interested stockholders, do not apply to us, until the moment in time, if ever, immediately following the time at which both of the following conditions exist: (i) Section 203 by its terms would, but for the terms of our amended and restated certificate of incorporation, apply to us and (ii) there occurs a transaction following the consummation of which CCMP no longer owns at least 5% or more of our issued and outstanding common stock entitled to vote. Our amended and restated certificate of incorporation will provide that, at such time, we will automatically become subject to Section 203 of the DGCL. Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder (a stockholder who owns more than 15% of our common stock) for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction that resulted in such stockholder becoming an interested stockholder. These provisions would apply even if the business combination could be considered beneficial by some stockholders. Although we have elected to opt out of the statute’s provisions, we could elect to be subject to Section 203 in the future.

Exclusive Forum

Our amended and restated certificate of incorporation provides that, subject to certain exceptions, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the amended and restated certificate of incorporation or the bylaws of the Company, (iv) any action to interpret, apply, enforce or determine the validity of the Company’s amended and restated certificate of incorporation or bylaws or (v) any action asserting a claim governed by the internal affairs doctrine. However, it is possible that a court could rule that this provision is unenforceable or inapplicable.

Corporate Opportunities

Our amended and restated certificate of incorporation provides that directors appointed by CCMP do not have any obligation to offer us an opportunity to participate in business opportunities presented to CCMP even if

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the opportunity is one that we might reasonably have pursued (and therefore may be free to compete with us in the same business or similar businesses), and that, to the extent permitted by law, CCMP will not be liable to us or our stockholders for breach of any duty by reason of any such activities.

Authorized but Unissued Shares

The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance without any further vote or action by our stockholders. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of our common stock and our preferred stock could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

Listing

We intend to apply to have our common stock listed on the NYSE under the symbol “MCRN.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of our common stock in the public market, or the perception that sales may occur, could materially adversely affect the prevailing market price of our common stock at such time and our ability to raise equity capital in the future.

Sale of Restricted Securities

Upon consummation of this offering, we will             have shares of our common stock outstanding (or             shares, if the underwriters exercise their option to purchase additional shares in full). Of these shares, all shares sold in this offering will be freely tradable without further restriction or registration under the Securities Act, except that any shares purchased by our affiliates may generally only be sold in compliance with Rule 144 under the Securities Act, which is described below. Of the remaining outstanding shares,              shares will be deemed “restricted securities” under the Securities Act.

Lock-Up Arrangements and Registration Rights

In connection with this offering, we, each of our directors and executive officers, as well as certain of our significant stockholders, collectively representing              shares of our common stock, will enter into lock-up agreements described under “Underwriting” that restrict the sale of our securities for up to 180 days after the date of this prospectus, subject to certain exceptions or an extension in certain circumstances. Certain stockholders will also be subject to lock-up provisions contained in the Stockholders Agreement. See “Certain Relationships and Related Person Transactions—Amended and Restated Stockholders Agreement.”

In addition, following the expiration of the lock-up period, certain stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under federal securities laws. See “Certain Relationships and Related Person Transactions—Amended and Restated Stockholders Agreement.” If these stockholders exercise this right, our other existing stockholders may require us to register their registrable securities.

Following the lock-up periods described above, all of the shares of our common stock that are restricted securities or are held by our affiliates as of the date of this prospectus will be eligible for sale in the public market in compliance with Rule 144 under the Securities Act.

Rule 144

The shares of our common stock sold in this offering will generally be freely transferable without restriction or further registration under the Securities Act, except that any shares of our common stock held by an “affiliate” of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or otherwise. Rule 144 permits our common stock that has been acquired by a person who is an affiliate of ours, or has been an affiliate of ours within the past three months, to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:

• one percent of the total number of shares of our common stock outstanding; or

• the average weekly reported trading volume of our common stock for the four calendar weeks prior to the sale.

Such sales are also subject to specific manner of sale provisions, a six-month holding period requirement, notice requirements and the availability of current public information about us.

Approximately             shares of our common stock that are not subject to lock-up arrangements described above will be eligible for sale under Rule 144 immediately upon the closing.

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Rule 144 also provides that a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has for at least six months beneficially owned shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock subject only to the availability of current public information regarding us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned for at least one year shares of our common stock that are restricted securities, will be entitled to freely sell such shares of our common stock under Rule 144 without regard to the current public information requirements of Rule 144.

Additional Registration Statements

We intend to file a registration statement on Form S-8 under the Securities Act to register              shares of our common stock to be issued or reserved for issuance under our equity incentive plans. Such registration statement is expected to be filed soon after the date of this prospectus and will automatically become effective upon filing with the SEC. Accordingly,              shares registered under such registration statement will be available for sale in the open market, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.

Rule 701

In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who acquired common stock from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701 under the Securities Act before the effective date of a registration statement is entitled to rely on Rule 701 to resell such shares in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirements of Rule 144, and a non-affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirements of Rule 144 and without regard to the volume of such sales or the availability of public information about the issuer. However, substantially all of our shares issued under Rule 701 will be subject to lock-up agreements as described above and will only become eligible for sale upon the expiration of the restrictions set forth in those agreements.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following discussion summarizes the material U.S. federal income and estate tax consequences to “non-U.S. holders” of ownership and disposition of our common stock, but does not purport to provide a complete analysis of all potential U.S. federal income tax and estate tax considerations relating thereto.

A “non-U.S. holder” is a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

• a non-resident alien individual;

• a foreign corporation; or

• a foreign estate or trust.

You are not a non-U.S. holder if you are a nonresident alien individual present in the United States for 183 days or more in the taxable year of disposition, or if you are a former citizen or former resident of the United States, in either of which cases you should consult your tax advisor regarding the U.S. federal income tax consequences of owning or disposing of our common stock.

If an entity or arrangement treated as a partnership or other type of pass-through entity for U.S. federal income tax purposes owns our common stock, the tax treatment of a partner or beneficial owner of the entity may depend upon the status of the owner, the activities of the entity and certain determinations made at the partner or beneficial owner level. Partners and beneficial owners in partnerships or other pass-through entities that own our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences applicable to them.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to non-U.S. holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective purchasers should consult their tax advisors with respect to the particular tax consequences to them of owning and disposing of our common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Distributions on Common Stock

We do not expect to pay any dividends on our common stock in the foreseeable future. If we do pay dividends on shares of our common stock, however, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. holder’s adjusted tax basis in shares of our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of our common stock. See “—Dispositions of Common Stock.”

Any dividend paid to a non-U.S. holder on our common stock will generally be subject to U.S. federal withholding tax at a 30% rate or a reduced rate specified by an applicable tax treaty. In order to obtain a reduced rate of withholding, a non-U.S. holder will be required to provide an Internal Revenue Service (“IRS”) Form W-8BEN or W-8BEN-E (or other applicable form) certifying its entitlement to benefits under a treaty.

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The withholding tax does not apply to dividends paid to a non-U.S. holder who provides a Form W- 8ECI, certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be generally subject to regular U.S. income tax as if the non-U.S. holder were a United States person, subject to an applicable tax treaty providing otherwise. In addition, in certain circumstances, if you are a foreign corporation you may be subject to a 30% (or, if a tax treaty applies, such lower rate as provided) branch profits tax.

Dispositions of Common Stock

Subject to the discussion below on backup withholding and FATCA, gain realized by a non-U.S. holder on a sale, exchange or other disposition of our common stock generally will not be subject to U.S. federal income or withholding tax, unless:

• the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable treaty providing otherwise, in which case the gain will be subject to U.S. federal income tax generally in the same manner as effectively connected dividend income as described above; or

• we are or have been a U.S. real property holding corporation at any time within the five-year period preceding the disposition or the non-U.S. holder’s holding period, whichever period is shorter, and either (i) our common stock has ceased to be “regularly traded” as defined by applicable Treasury regulations on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs or (ii) such non-U.S. holder owns, or has owned, at any time during the five-year period preceding the disposition or such non-U.S. holder’s holding period, whichever is shorter, actually or constructively, more than 5% of our common stock.

We believe that we are not, and we do not anticipate becoming, a U.S. real property holding corporation.

Backup Withholding and Information Reporting

Any dividends that are paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns also may be made available to the tax authorities of the country in which the non-U.S. holder resides under the provisions of various treaties or agreements for the exchange of information. Unless the non-U.S. holder is an exempt recipient, dividends paid on our common stock and the gross proceeds from a taxable disposition of our common stock may be subject to additional information reporting and may also be subject to U.S. federal backup withholding if such non-U.S. holder fails to comply with applicable U.S. information reporting and certification requirements. Provision of any properly completed IRS Form W-8 appropriate to the non-U.S. holder’s circumstances will satisfy the certification requirements necessary to avoid the backup withholding.

Backup withholding is not an additional tax. Any amounts so withheld under the backup withholding rules will be refunded by the IRS or credited against the non-U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

FATCA Withholding Taxes

Provisions commonly referred to as “FATCA” impose withholding of 30% on payments of U.S.-source dividends, and, beginning in 2017, sales or other disposition proceeds from our common stock to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been

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satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Prospective investors should consult their tax advisers regarding the effects of FATCA on their investment in our common shares.

U.S. Federal Estate Tax

The estates of nonresident alien individuals generally are subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our common stock will be U.S. situs property and therefore will be included in the taxable estate of a nonresident alien decedent, unless an applicable estate tax treaty between the United States and the decedent’s country of residence provides otherwise.

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UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan Securities LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and each of the underwriters, we have agreed to sell to the underwriters, and the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

Underwriter	Number of Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Capital Inc.
J.P. Morgan Securities LLC
Robert W. Baird & Co. Incorporated
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
KeyBanc Capital Markets Inc.
William Blair & Company, L.L.C.
Total

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $             per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

	Per Share	Without Option	With Option
Public offering price	$	$	$
Underwriting discount	$	$	$
Proceeds, before expenses, to Milacron Holdings Corp.	$	$	$

The expenses of the offering, not including the underwriting discount, are estimated at $             and are payable by us.

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Option to Purchase Additional Shares

We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to             additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

No Sales of Similar Securities

We, our executive officers and directors and certain other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan Securities LLC. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

• offer, pledge, sell or contract to sell any common stock,

• sell any option or contract to purchase any common stock,

• purchase any option or contract to sell any common stock,

• grant any option, right or warrant for the sale of any common stock,

• lend or otherwise dispose of or transfer any common stock,

• request or demand that we file a registration statement related to the common stock, or

• enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. In the event that either (x) during the last 17 days of the lock-up period referred to above, we issue an earnings release or material news or a material event relating to us occurs or (y) prior to the expiration of the lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the lock-up period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

NYSE Listing

We will apply to have our common stock approved for listing/quotation on the NYSE under the symbol “MCRN.”

Determination of Offering Price

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

• the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

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• our financial information,

• the history of, and the prospects for, our company and the industry in which we compete,

• an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,

• the present state of our development, and

• the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

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Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and our affiliates and to persons and entities with relationships with us and our affiliates, for which they received or will receive customary fees and expenses. In addition, under our ABL Facility and our Term Loan Facility, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and/or certain of their respective affiliates act as agents, arrangers or lenders. Certain of the underwriters or their respective affiliates served as initial purchasers in connection with the issuance of our 8.375% senior secured notes due 2019 and 7.75% senior unsecured notes due 2021 and certain of these notes are held by an affiliate of Goldman, Sachs & Co.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours or our affiliates (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us or our affiliates. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Sales Outside of the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the shares offered by this prospectus in any jurisdiction where action for that purpose is required. The shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive:

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

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C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

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Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities

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recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

i. to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

ii. where no consideration is or will be given for the transfer;

iii. where the transfer is by operation of law;

iv. as specified in Section 276(7) of the SFA; or

v. as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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LEGAL MATTERS

Weil, Gotshal & Manges LLP, New York, New York, has passed upon the validity of the common stock offered hereby on behalf of us. Certain legal matters will be passed upon on behalf of the underwriters by Latham  & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of Milacron Holdings Corp. at December 31, 2014 and 2013, and for the year ended December 31, 2014 (Successor), the year ended December 31, 2013 (Successor), the period from May 1, 2012 to December 31, 2012 (Successor) and the period from January 1, 2012 to April 30, 2012 (Predecessor), appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC for the common stock we are offering by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file annual, quarterly and current reports, proxy statements and other information with the SEC.

You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section at the SEC at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

You may obtain a copy of any of our filings, at no cost, by writing or telephoning us at:

Milacron Holdings Corp.

3010 Disney Street

Cincinnati, OH 45209

Phone: (513) 487-5000

Attn: Investor Relations

178

INDEX TO FINANCIAL STATEMENTS

	Page
Unaudited Financial Statements of Milacron Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014		F-2
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014		F-3
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2015 and 2014		F-4
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2015 and 2014		F-5
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014		F-6
Notes to Unaudited Condensed Consolidated Financial Statements		F-7
Audited Financial Statements of Milacron Holdings Corp.
Report of Independent Registered Public Accounting Firm		F-18
Consolidated Balance Sheets as of December 31, 2014 and 2013		F-19
Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013, from May 1, 2012 to December 31, 2012 and from January 1, 2012 to April 30, 2012		F-20
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014 and 2013, from May 1, 2012 to December 31, 2012 and from January 1, 2012 to April 30, 2012		F-21
Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, 2014 and 2013, from May 1, 2012 to December 31, 2012 and from January 1, 2012 to April 30, 2012		F-22
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013, from May  1, 2012 to December 31, 2012 and from January 1, 2012 to April 30, 2012		F-23
Notes to Consolidated Financial Statements		F-24

F-1

MILACRON HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2015 (Unaudited)			December 31, 2014
	(Dollars in Millions)
Assets
Current assets:
Cash and cash equivalents	$	62.8		$	81.5
Accounts receivable, net		179.6			183.3
Inventories, net:
Raw materials		82.4			84.5
Work-in-process		61.1			52.5
Finished products		100.3			101.1
Total inventories		243.8			238.1
Prepaid and other current assets		44.6			43.1
Total current assets		530.8			546.0
Property and equipment, net		214.2			216.9
Goodwill		540.0			548.6
Intangible assets, net		418.2			442.8
Other noncurrent assets		34.9			36.4
Total assets	$	1,738.1		$	1,790.7
Liabilities and shareholders’ equity
Current liabilities:
Short-term borrowings	$	8.4		$	9.2
Long-term debt and capital lease obligations due within one year		3.5			3.8
Accounts payable		88.3			89.9
Advanced billings and deposits		54.4			58.5
Accrued salaries, wages and other compensation		34.9			33.2
Accrued interest		11.8			16.2
Other current liabilities		60.6			60.2
Total current liabilities		261.9			271.0
Long-term debt and capital lease obligations		1,020.7			1,021.6
Deferred income tax liabilities		70.3			72.6
Accrued pension liabilities		26.2			29.0
Other noncurrent accrued liabilities		10.1			11.1
Total liabilities		1,389.2			1,405.3
Shareholders’ equity:
Preferred stock		—			—
Common stock		—			—
Capital in excess of par value		501.2			500.1
Retained deficit		(76.5	)		(60.6	)
Accumulated other comprehensive loss		(75.8	)		(54.1	)
Total shareholders’ equity		348.9			385.4
Total liabilities and shareholders’ equity	$	1,738.1		$	1,790.7

See accompanying notes.

F-2

MILACRON HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2015 and 2014 (Unaudited)

	2015			2014
	(Dollars in Millions)
Net sales	$	279.2		$	280.3
Cost of sales		181.3			181.4
Manufacturing margins		97.9			98.9
Operating expenses:
Selling, general and administrative expenses		66.2			65.4
Amortization expense		9.4			10.9
Loss on currency translation		11.2			6.5
Other expense, net		3.7			0.8
Total operating expenses		90.5			83.6
Operating earnings		7.4			15.3
Interest expense, net		18.4			19.4
Loss before income taxes		(11.0	)		(4.1	)
Income tax expense		4.9			4.2
Net loss		(15.9	)		(8.3	)
Less: Net loss attributable to the noncontrolling interest		—			0.1
Net loss attributable to Milacron Holdings Corp.	$	(15.9	)	$	(8.2	)
Loss per share:
Basic	$	(32.32	)	$	(16.73	)
Diluted	$	(32.32	)	$	(16.73	)

See accompanying notes.

F-3

MILACRON HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Three Months Ended March 31, 2015 and 2014 (Unaudited)

	2015			2014
	(Dollars in Millions)
Net loss	$	(15.9	)	$	(8.3	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(23.3	)		(14.8	)
Unrecognized post-retirement plan losses		0.6			(0.2	)
Unrealized loss on hedging activities		1.0			0.8
Total other comprehensive loss, net of tax		(21.7	)		(14.2	)
Comprehensive loss		(37.6	)		(22.5	)
Less: Comprehensive income attributable to noncontrolling interest		—			0.1
Comprehensive loss attributable to Milacron Holdings Corp.	$	(37.6	)	$	(22.4	)

See accompanying notes.

F-4

MILACRON HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

	Common Stock (Shares)		Common Stock		Capital In Excess of Par Value			Retained Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total
	(Dollars in Millions)
Balance at December 31, 2013		490,139	$	—	$	495.1		$	(45.8	)	$	0.4		$	0.4		$	450.1
Purchase of noncontrolling interest		—		—		(1.6	)		—			—			(0.3	)		(1.9	)
Stock-based compensation		—		—		1.3			—			—			—			1.3
Net loss		—		—		—			(8.2	)		—			(0.1	)		(8.3	)
Other comprehensive loss, net of tax		—		—		—			—			(14.2	)		—			(14.2	)
Balance at March 31, 2014		490,139	$	—	$	494.8		$	(54.0	)	$	(13.8	)	$	—		$	427.0
Balance at December 31, 2014		491,873	$	—	$	500.1		$	(60.6	)	$	(54.1	)	$	—		$	385.4
Capital contribution		25		—		—			—			—			—			—
Stock-based compensation		—		—		1.1			—			—			—			1.1
Net loss		—		—		—			(15.9	)		—			—			(15.9	)
Other comprehensive loss, net of tax		—		—		—			—			(21.7	)		—			(21.7	)
Balance at March 31, 2015		491,898	$	—	$	501.2		$	(76.5	)	$	(75.8	)	$	—		$	348.9

See accompanying notes.

F-5

MILACRON HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2015 and 2014 (Unaudited)

	2015			2014
	(Dollars in Millions)
Operating activities
Net loss	$	(15.9	)	$	(8.3	)
Less: Net loss attributable to noncontrolling interest		—			0.1
Net loss attributable to Milacron Holdings Corp.		(15.9	)		(8.2	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		16.2			17.4
Unrealized loss on currency translation of intercompany advances		11.4			5.2
Amortization of deferred financing costs		1.1			1.8
Stock-based compensation		1.1			1.3
Deferred income taxes		0.3			(0.6	)
Increase in escrow deposit restricted cash		—			(3.7	)
Changes in assets and liabilities:
Accounts receivable		(2.3	)		(5.8	)
Inventories		(11.8	)		(9.1	)
Prepaid expenses and other current assets		(2.7	)		(6.7	)
Accounts payable		3.3			8.7
Advanced billings and deposits		(3.2	)		7.8
Other current liabilities		2.6			(3.1	)
Other noncurrent assets		—			0.4
Other noncurrent liabilities		(0.5	)		(0.1	)
Net cash (used in) provided by operating activities		(0.4	)		5.3
Investing activities
Purchases of property and equipment		(14.6	)		(9.0	)
Proceeds from disposals of property and equipment		0.6			—
Increase in escrow deposit restricted cash		—			(24.0	)
Acquisitions, net of cash acquired		—			(29.6	)
Net cash used in investing activities		(14.0	)		(62.6	)
Financing activities
Proceeds from issuance of long-term debt (original maturities longer than 90 days)		—			120.8
Payments on long-term debt and capital lease obligations (original maturities longer than 90 days)		(0.9	)		(19.5	)
Net decrease in short-term borrowings (original maturities of 90 days or less)		(0.5	)		—
Purchase of noncontrolling interest		—			(1.9	)
Increase in escrow deposit restricted cash		—			(55.0	)
Debt issuance costs		(0.4	)		(1.2	)
Net cash (used in) provided by financing activities		(1.8	)		43.2
Effect of exchange rate changes on cash		(2.5	)		—
Decrease in cash and cash equivalents		(18.7	)		(14.1	)
Cash and cash equivalents at beginning of period		81.5			100.7
Cash and cash equivalents at end of period	$	62.8		$	86.6

See accompanying notes.

F-6

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2015 and December 31, 2014 and for the

Three Months Ended March 31, 2015 and 2014

1. Background and Basis of Presentation

Milacron Holdings Corp. (the Company) is a global leader in the manufacture, distribution, and service of highly engineered and customized systems used in the plastic technology and processing industry. The Company has a full-line product portfolio that includes hot runner systems, injection molding, blow molding and extrusion equipment and produces process control systems, mold bases and components and maintenance, repair and operating (MRO) supplies for plastic processing equipment and fluid technology. The Company operates throughout the world and is headquartered in Cincinnati, Ohio.

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (U.S. GAAP) for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the Condensed Consolidated Financial Statements for the interim periods. The interim period results are not necessarily indicative of the results to be expected for the full year. These interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes for the fiscal year ended December 31, 2014.

On February 17, 2014, the Company acquired all the noncontrolling shares of Milacron Plastics Machinery (Jiangyin) Co., Ltd. for $1.9 million. As the Company already held a controlling interest, the purchase was accounted for as an equity transaction. For the three months ended March 31, 2014, the Company recognized a reduction in paid-in capital of $1.6 million for the excess of par value of the purchase of the noncontolling shares.

New Pronouncements

The Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), during the second quarter of 2014. Topic 606 affects virtually all aspects of an entity’s revenue recognition, including determining the measurement of revenue and the timing of when it is recognized for the transfer of goods or services to customers. Topic 606 is effective for annual reporting periods beginning after December 15, 2016. However, in April 2015, the Financial Accounting Standards Board proposed a one-year deferral of the effective date, which is currently going through the comment period process. The Company is currently evaluating the effect of the adoption of Topic 606 on its financial position and results of operations.

F-7

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Business Combinations

During the three months ended March 31, 2014, the Company completed four acquisitions. The total consideration, net of cash acquired, related to the acquisitions was $27.1 million. The Company accounted for the acquisitions using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective estimated fair values. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition (dollars in millions):

Accounts receivable	$	1.7
Total inventories		3.5
Prepaid and other current assets		3.8
Property and equipment		3.7
Intangible assets		10.5
Goodwill		15.9
Accounts payable		(1.6	)
Advanced billings and deposits		(6.5	)
Other current liabilities		(2.3	)
Deferred income tax liabilities		(1.1	)
Other noncurrent accrued liabilities		(0.5	)
Consideration, net of cash acquired	$	27.1

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents several strategic benefits including a comprehensive portfolio of brands, complementary product offerings and attractive synergy opportunities. Goodwill recognized as a result of the acquisitions is not deductible for income tax purposes. See Note 3 for additional information regarding goodwill and other intangible assets.

Acquisition related costs were expensed as incurred and included legal fees and advisory services. The Company incurred acquisition related costs of $0.9 million for the three months ended March 31, 2014.

In connection with an acquisition completed in April 2014, the Company had $24.0 million held in an escrow account as of March 31, 2014. The escrow funds have been classified as restricted cash and are recorded in prepaid and other current assets in the Condensed Consolidated Balance Sheets.

3. Goodwill and Other Intangible Assets

The following table summarizes the changes in the Company’s goodwill, by reportable segment, for the three months ended March 31, 2015:

	Advanced Plastic Processing Technologies		Melt Delivery and Control Systems			Fluid Technologies		Corporate		Total
	(Dollars in millions)
Balance at December 31, 2014	$	26.1	$	475.6		$	46.9	$	—	$	548.6
Foreign currency translation adjustments		—		(8.6	)		—		—		(8.6	)
Balance at March 31, 2015	$	26.1	$	467.0		$	46.9	$	—	$	540.0

F-8

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Goodwill and Other Intangible Assets (continued)

The following table summarizes the Company’s other intangible assets at March 31, 2015:

	Gross Amount		Accumulated Amortization		Net Amount
	(Dollars in Millions)
Intangible assets subject to amortization:
Non-compete agreements	$	1.9	$	1.8	$	0.1
Trademarks		47.3		13.7		33.6
Technology		118.5		21.3		97.2
Customer relationships		226.3		84.0		142.3
Total intangible assets subject to amortization		394.0		120.8		273.2
Trademarks, not subject to amortization		145.0		—		145.0
Total	$	539.0	$	120.8	$	418.2

The following table summarizes the Company’s other intangible assets at December 31, 2014:

	Gross Amount		Accumulated Amortization		Net Amount
	(Dollars in Millions)
Intangible assets subject to amortization:
Non-compete agreements	$	1.9	$	1.8	$	0.1
Trademarks		48.1		12.4		35.7
Technology		127.1		19.9		107.2
Customer relationships		231.2		79.7		151.5
Total intangible assets subject to amortization		408.3		113.8		294.5
Trademarks, not subject to amortization		148.3		—		148.3
Total	$	556.6	$	113.8	$	442.8

Consolidated amortization expense related to intangible assets subject to amortization was $9.4 million and $10.9 million for the three months ended March 31, 2015 and 2014.

4. Income Taxes

An estimated annual effective tax rate is used to determine the quarterly provision for income taxes. The effective rate is based on various factors including expected annual income, statutory tax rates, tax planning opportunities in the various jurisdictions in which the Company operates, permanent items, valuation allowances against deferred tax assets and the ability to utilize tax credits and net operating loss carryforwards. Subsequent recognition, derecognition and measurement of tax positions are separately recognized in the quarter in which the underlying transaction or event occurs which causes variability in the effective tax rates from quarter to quarter.

The effective rate for each period differs from the U.S. federal statutory income tax rate due to the mix of earnings by jurisdiction and the effect of transaction costs and business combination accounting adjustments that do not provide tax benefits. Since the Company operates in multiple taxing jurisdictions at rates that are typically less than the U.S. statutory rate, the consolidated effective rate is typically lower than 35%. The valuation allowances also cause volatility in the effective rate as they reduce deferred tax assets in jurisdictions which lack sufficient positive evidence regarding the ability to utilize the assets and no tax benefit or expense is recognized for losses or income incurred in those jurisdictions.

F-9

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Income Taxes (continued)

In accordance with Accounting Standards Codification 740, the Company records interest and penalties associated with uncertain tax positions within income tax expense within the Condensed Consolidated Statements of Operations. The Company does not have a material liability recorded for interest and penalties related to uncertain tax positions for any period presented.

5. Debt

Debt for the Company consists of the following:

	March 31, 2015			December 31, 2014
	(Dollars in Millions)
8.375% senior secured notes due 2019	$	220.0		$	220.0
Senior secured term loan facility due 2020		337.9			338.7
7.75% senior unsecured notes due 2021		465.0			465.0
Borrowings under other lines of credit		8.4			9.2
Capital lease obligations and other		1.3			1.7
		1,032.6			1,034.6
Less current portion		(11.9	)		(13.0	)
	$	1,020.7		$	1,021.6

On March 31, 2014, the Company borrowed an additional $100.0 million, net of a discount of $0.5 million, under the senior secured term loan facility due 2020. The agreement was also amended to reduce the margin on the interest rate from 3.25% to 3.00%. No other significant terms of the facility were changed.

On March 31, 2014, concurrent with borrowing the additional $100.0 million under the senior secured term loan facility due 2020, the Company committed to repurchasing $55.0 million of the 8.375% senior notes due 2019. At March 31, 2014, the repurchase commitment along with accrued interest and the redemption premium totaling $58.7 million were placed in an escrow account.

6. Employee Benefit Plans

The Company sponsors three noncontributory defined benefit pension plans for certain non-U.S. employees and retirees. One plan covers certain employees in the United Kingdom and the other two plans cover certain employees in Germany. Net periodic pension expense was $0.3 million for the three months ended March 31, 2015 and 2014, respectively, and is included in cost of sales and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

F-10

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Net Loss Per Share and Shareholders’ Equity

The following is a reconciliation of the numerator and denominator of the basic and diluted net loss per share (EPS) computations:

	Three Months Ended March 31,
	2015			2014
(In millions, except common share and per common share amounts)
Numerator:
Net loss applicable to common shareholders	$	(15.9	)	$	(8.2	)
Denominator:
Denominator for basic EPS–weighted-average common shares		491,898			490,139
Dilutive effect of stock-based compensation arrangements		—			—
Denominator for diluted EPS–adjusted weighted-average common shares		491,898			490,139
Basic EPS	$	(32.32	)	$	(16.73	)
Diluted EPS	$	(32.32	)	$	(16.73	)

The diluted EPS calculation for the three months ended March 31, 2015 and 2014 excludes the effect of 48,379 and 43,893 outstanding stock options, respectively, as their effect is anti-dilutive. Holders of non-vested stock-based compensation awards do not have voting rights or rights to receive nonforfeitable dividends on the shares covered by the awards.

8. Derivative Financial Instruments

In the normal course of business, including the purchasing of materials and selling of products, the Company is exposed to certain risks related to fluctuations in foreign currency exchange rates. The Company uses foreign currency forward contracts to manage risks from these market fluctuations. The Company currently hedges its risk relative to fluctuations in the Canadian dollar and Japanese yen for forecasted cash outflows denominated in these currencies. The Company had foreign currency forward contracts denominated in these currencies outstanding with notional amounts totaling $20.4 million at March 31, 2015 and $29.3 million at December 31, 2014. As of March 31, 2015, all of the Company’s outstanding instruments mature within the next 12 months.

The Company’s derivative instruments discussed above are designated as cash flow hedges and the fair value of these derivative instruments was $2.1 million at March 31, 2015 and $3.1 million at December 31, 2014 which is included in other current liabilities.

F-11

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. Derivative Financial Instruments (continued)

The following table provides the effect of the Company’s designated cash flow hedges on the Company’s Condensed Consolidated Financial Statements for the three months ended March 31, 2015 and 2014:

Type of instrument:	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	(Dollars in Millions)
Three months ended March 31, 2015:
Foreign exchange contract	$	(0.3	)	$	(1.4	)
Three months ended March 31, 2014:
Foreign exchange contract	$	(0.1	)	$	(1.2	)

All gains (losses) that are reclassified from accumulated other comprehensive income (loss) into income (effective portion) are classified in loss (gain) on currency translation or cost of sales within the Condensed Consolidated Statements of Operations. The gain (loss) recognized related to the ineffective portion of the derivative instruments was immaterial for all periods presented. At March 31, 2015, deferred losses of $2.1 million on derivative instruments included in accumulated other comprehensive income (loss) are expected to be reclassified into earnings during the next 12 months. During the three months ended March 31, 2015 and 2014, the Company recorded a net loss of $1.4 million and $1.2 million, respectively, related to the settlement of forward contracts which were designated as cash flow hedges.

The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:

• Level 1–Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.

• Level 2–Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial statements.

• Level 3–Valuation is based upon other unobservable inputs that are significant to the fair value measurements.

F-12

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. Derivative Financial Instruments (continued)

The classification of fair value measurements within the established three-level hierarchy is based upon the lowest level of input that is significant to that measurement. The fair values of the Company’s derivatives instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. There were no transfers between the three levels of the fair value hierarchy during any period presented. The derivative assets and liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014 were as follows:

	Total		Level 1		Level 2		Level 3
	(Dollars in Millions)
March 31, 2015
Foreign currency forward contracts (liability position)	$	2.1	$	—	$	2.1	$	—
December 31, 2014
Foreign currency forward contracts (liability position)	$	3.1	$	—	$	3.1	$	—

The Company also enters into derivative instruments (forwards) to economically hedge the impact of fluctuations in the Indian rupee. During the three months ended March 31, 2015 and 2014, the Company recognized a gain of $0.3 million and a loss of $0.1 million, respectively, related to changes in fair value of these derivative instruments not designated as hedges. These gains and losses are recognized immediately within the Condensed Consolidated Statement of Operations and are classified within loss on currency translation. The fair value of these derivative instruments not designated as hedges as March 31, 2015 was de minimis.

9. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss):

	Foreign Currency Translation			Unrecognized Post- Retirement Plan Losses			Derivative Financial Instruments			Total
Balance at December 31, 2013	$	3.7		$	(1.5	)	$	(1.8	)	$	0.4
Other comprehensive income (loss) before reclassifications		(14.8	)		(0.2	)		(0.1	)		(15.1	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			—			0.9			0.9
Other comprehensive income (loss)		(14.8	)		(0.2	)		0.8			(14.2	)
Balance at March 31, 2014	$	(11.1	)	$	(1.7	)	$	(1.0	)	$	(13.8	)
Balance at December 31, 2014	$	(45.4	)	$	(5.6	)	$	(3.1	)	$	(54.1	)
Other comprehensive income (loss) before reclassifications		(23.3	)		0.6			(0.3	)		(23.0	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			—			1.3			1.3
Other comprehensive income (loss)		(23.3	)		0.6			1.0			(21.7	)
Balance at March 31, 2015	$	(68.7	)	$	(5.0	)	$	(2.1	)	$	(75.8	)

F-13

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Accumulated Other Comprehensive Income (Loss) (continued)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) during the three months ended March 31, 2015 and 2014:

				Three Months ended March 31,
	Classification of Expense			2015			2014
Derivative financial instruments:
Loss on derivative financial instruments		(a	)		(1.4	)		(1.2	)
Tax benefit		(b	)		0.1			0.3
Total reclassifications from accumulated other comprehensive income (loss)				$	(1.3	)	$	(0.9	)

(a) Amount is included in cost of sales and loss on currency translation on the accompanying Condensed Consolidated Statements of Operations.

(b) These amounts are included in income tax expense on the accompanying Condensed Consolidated Statements of Operations.

10. Warranty Reserves

A reserve for estimated warranty costs is recorded at the time of sale of machinery and parts and is periodically adjusted to reflect actual experience.

The following tables summarize changes in the Company’s warranty reserves. Accrued warranty reserves are included in other current liabilities on the accompanying Condensed Consolidated Balance Sheets.

	Three months ended March 31,
	2015			2014
	(Dollars in Millions)
Balance at beginning of period	$	8.6		$	8.3
Warranty expense		0.9			1.7
Warranty assumed as a result of acquisitions		—			0.4
Warranty claims paid		(0.7	)		(1.8	)
Foreign currency translation adjustments		(0.4	)		—
Balance at end of period	$	8.4		$	8.6

11. Related-Party Transaction

The Company executed a management contract with CCMP Capital Advisors, LLC (CCMP) on April 30, 2012 that provides a management fee to CCMP. The Company incurred $0.1 million of expense for the three months ended March 31, 2015 and 2014 related to the management agreement and these costs are included within selling, general and administrative expense within the Condensed Consolidated Statements of Operations.

F-14

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Business Segment Information

The Company’s operations are principally managed based upon the products that are produced and are comprised of three operating segments, which are the same as the Company’s reportable segments: Advanced Plastic Processing Technologies, Melt Delivery and Control Systems, and Fluid Technologies. The factors for determining the Company’s reportable segments include the manner in which management evaluates performance combined with the nature of the individual business activities. The Company evaluates the performance of its segments based on net sales and operating earnings. Operating earnings includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segments. Operating earnings for each segment excludes items that are of a non-operating nature or are of a corporate or functional governance nature. Costs excluded from segment operating earnings include interest expense, income taxes and various corporate expenses such as transaction costs associated with the acquisition of certain businesses, share-based compensation expense and other separately managed general and administrative costs. The effects of intersegment transactions have been eliminated.

The following table summarizes total assets by segment:

	March 31, 2015		December 31, 2014
	(Dollars in Millions)
Advanced Plastic Processing Technologies	$	454.3	$	460.9
Melt Delivery and Control Systems		1,082.6		1,112.1
Fluid Technologies		145.0		150.2
Corporate		56.2		67.5
Total assets	$	1,738.1	$	1,790.7

The following table summarizes long-lived assets by segment:

	March 31, 2015		December 31, 2014
	(Dollars in Millions)
Advanced Plastic Processing Technologies	$	100.4	$	98.3
Melt Delivery and Control Systems		93.9		97.6
Fluid Technologies		15.9		17.1
Corporate		4.0		3.9
Total long-lived assets	$	214.2	$	216.9

The following tables summarize segment information:

	Three Months Ended March 31,
	2015		2014
	(Dollars in Millions)
Net sales to external customers:
Advanced Plastic Processing Technologies	$	151.4	$	152.0
Melt Delivery and Control Systems		99.4		96.6
Fluid Technologies		28.4		31.7
Total net sales to external customers	$	279.2	$	280.3

F-15

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. Business Segment Information (continued)

	Three Months Ended March 31,
	2015			2014
	(Dollars in Millions)
Operating earnings:
Advanced Plastic Processing Technologies	$	10.8		$	10.8
Melt Delivery and Control Systems		2.4			10.6
Fluid Technologies		2.8			2.4
Corporate		(8.6	)		(8.5	)
Operating earnings	$	7.4		$	15.3
Capital expenditures:
Advanced Plastic Processing Technologies	$	9.6		$	2.8
Melt Delivery and Control Systems		4.5			5.3
Fluid Technologies		0.2			0.2
Corporate		0.3			0.7
Total capital expenditures	$	14.6		$	9.0
Depreciation and amortization:
Advanced Plastic Processing Technologies	$	5.3		$	5.5
Melt Delivery and Control Systems		9.1			9.5
Fluid Technologies		1.7			2.3
Corporate		0.1			0.1
Total depreciation and amortization	$	16.2		$	17.4

The following tables summarize net sales to external customers and long-lived assets by geographic region:

	Three Months Ended March 31,
	2015		2014
	(Dollars in Millions)
Net sales to external customers:
United States	$	129.9	$	123.6
Rest of World		149.3		156.7
Total net sales to external customers	$	279.2	$	280.3

	March 31, 2015		December 31, 2014
	(Dollars in Millions)
Long-lived assets
United States	$	74.2	$	72.8
Rest of World		140.0		144.1
Long-lived assets	$	214.2	$	216.9

F-16

MILACRON HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. Subsequent Events

On May 14, 2015, the Company entered into a new $730.0 million senior secured term loan facility with a maturity date of September 28, 2020 (the “New Term Loan Facility”) and amended and restated the credit agreement governing our senior secured asset-based revolving credit facility, among other things, (the “ABL Facility” and, together with the New Term Loan Facility, the “Senior Secured Credit Facilities”) to conform certain terms in the credit agreement governing the ABL Facility to the terms contained in credit agreement governing the New Term Loan Facility. The net proceeds from the New Term Loan Facility were used (i) to repay in full $339.1 million principal amount outstanding under our existing term loan facility, (ii) to redeem in full $220.0 aggregate principal amount outstanding of our 8.375% Senior Secured Notes due 2019 (the “Senior Secured Notes”) on May 15, 2015 at a redemption price of 106.281% of the principal amount thereof, plus accrued and unpaid interest, to, but not including May 15, 2015 and (iii) to pay a cash dividend of approximately $145 million to the holders of our common stock.

F-17

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Milacron Holdings Corp.

We have audited the accompanying consolidated balance sheets of Milacron Holdings Corp. (the Company), as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficit), and cash flows for the year ended December 31, 2014 (Successor), the year ended December 31, 2013 (Successor), the period from May 1, 2012 to December 31, 2012 (Successor) and the period from January 1, 2012 to April 30, 2012 (Predecessor). Our audits also included the financial statement schedule listed in the Index at Item 16(b). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Milacron Holdings Corp. at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for the year ended December 31, 2014 (Successor), the year ended December 31, 2013 (Successor), the period from May 1, 2012 to December 31, 2012 (Successor) and the period from January 1, 2012 to April 30, 2012 (Predecessor) in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    Ernst & Young LLP

Cincinnati, Ohio

April 3, 2015

F-18

MILACRON HOLDINGS CORP.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2014			2013
	(Dollars in Millions)
Assets
Current assets:
Cash and cash equivalents	$	81.5		$	100.7
Accounts receivable, less allowance for doubtful accounts of $4.5 and $3.0 at December 31, 2014 and 2013, respectively		183.3			174.5
Inventories, net:
Raw materials		84.5			89.7
Work-in-process		52.5			40.3
Finished products		101.1			77.4
Total inventories		238.1			207.4
Prepaid and other current assets		43.1			37.0
Total current assets		546.0			519.6
Property and equipment, net		216.9			203.6
Goodwill		548.6			538.2
Intangible assets, net		442.8			496.3
Other noncurrent assets		36.4			36.5
Total assets	$	1,790.7		$	1,794.2
Liabilities and shareholders’ equity
Current liabilities:
Short-term borrowings	$	9.2		$	4.6
Long-term debt and capital lease obligations due within one year		3.8			4.9
Accounts payable		89.9			83.4
Advanced billings and deposits		58.5			56.2
Accrued salaries, wages and other compensation		33.2			29.0
Accrued interest		16.2			16.7
Other current liabilities		60.2			58.2
Total current liabilities		271.0			253.0
Long-term debt and capital lease obligations		1,021.6			979.9
Deferred income tax liabilities		72.6			73.1
Accrued pension liabilities		29.0			25.9
Other noncurrent accrued liabilities		11.1			12.2
Total liabilities		1,405.3			1,344.1
Shareholders’ equity:
Preferred stock—$0.01 par value, 10,000 shares authorized, none outstanding		—			—
Common stock—$0.01 par value, 790,000 shares authorized; 491,873 and 490,139 issued and outstanding as of December 31, 2014 and 2013, respectively		—			—
Capital in excess of par value		500.1			495.1
Retained deficit		(60.6	)		(45.8	)
Accumulated other comprehensive (loss) income		(54.1	)		0.4
Total Milacron Holdings Corp. shareholders’ equity		385.4			449.7
Noncontrolling interest		—			0.4
Total shareholders’ equity		385.4			450.1
Total liabilities and shareholders’ equity	$	1,790.7		$	1,794.2

See accompanying notes.

F-19

MILACRON HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Millions, Except Per Share Amounts)

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
Net sales	$	1,211.3		$	1,028.8		$	571.7		$	260.7
Cost of sales		792.3			689.1			423.3			181.5
Manufacturing margins		419.0			339.7			148.4			79.2
Operating expenses:
Selling, general and administrative expenses		266.9			223.4			104.9			55.6
Business combination costs		1.1			2.9			9.9			8.8
Officer severance costs		—			—			6.2			—
Amortization expense		44.2			47.6			24.9			0.4
Loss (gain) on currency translation		16.3			10.4			(0.1	)		(0.4	)
Other expense (income), net		8.8			1.1			(0.6	)		0.4
Total operating expenses		337.3			285.4			145.2			64.8
Operating earnings		81.7			54.3			3.2			14.4
Interest expense, net		74.6			70.1			20.7			11.8
Earnings (loss) before income taxes		7.1			(15.8	)		(17.5	)		2.6
Income tax expense		22.0			8.9			3.5			2.4
Net (loss) earnings		(14.9	)		(24.7	)		(21.0	)		0.2
Less: Net loss (earnings) attributable to the noncontolling interest		0.1			0.1			(0.2	)		0.1
Net (loss) earnings attributable to Milacron Holdings Corp.	$	(14.8	)	$	(24.6	)	$	(21.2	)	$	0.3
Earnings per share:
Basic	$	(30.14	)	$	(58.40	)	$	(107.95	)	$	4.36
Diluted	$	(30.14	)	$	(58.40	)	$	(107.95	)	$	4.04

See accompanying notes.

F-20

MILACRON HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in Millions)

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
Net (loss) earnings	$	(14.9	)	$	(24.7	)	$	(21.0	)	$	0.2
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(49.1	)		4.0			(0.3	)		1.5
Unrecognized post-retirement plan losses		(4.1	)		(1.0	)		(0.5	)		(2.3	)
Unrealized loss on hedging activities		(1.3	)		(1.8	)		—			—
Total other comprehensive (loss) income, net of tax		(54.5	)		1.2			(0.8	)		(0.8	)
Comprehensive loss		(69.4	)		(23.5	)		(21.8	)		(0.6	)
Less: Comprehensive loss (income) attributable to noncontrolling interest		0.1			0.1			(0.2	)		0.1
Comprehensive loss attributable to Milacron Holdings Corp.	$	(69.3	)	$	(23.4	)	$	(22.0	)	$	(0.5	)

See accompanying notes.

F-21

MILACRON HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

	Common Stock (Shares)			Common Stock		Capital In Excess of Par Value			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Totals
	(Dollars in Millions)
Predecessor
Balance at December 31, 2011		81,253		$	—	$	4.4		$	71.7		$	(9.7	)	$	0.5		$	66.9
Stock-based compensation		3,286			—		3.4			—			—			—			3.4
Repurchase of common stock		(24,678	)		—		—			(82.5	)		—			—			(82.5	)
Net earnings (loss)		—			—		—			0.3			—			(0.1	)		0.2
Other comprehensive loss, net of tax		—			—		—			—			(0.8	)		—			(0.8	)
Balance at April 30, 2012		59,861		$	—	$	7.8		$	(10.5	)	$	(10.5	)	$	0.4		$	(12.8	)
Successor
Initial capital contribution		195,238		$	—	$	195.2		$	—		$	—		$	—		$	195.2
Fair value of minority interest assumed		—			—		—			—			—			0.3			0.3
Stock-based compensation		1,500			—		3.0			—			—			—			3.0
Capital contribution		2,522			—		2.5			—			—			—			2.5
Net (loss) earnings		—			—		—			(21.2	)		—			0.2			(21.0	)
Other comprehensive loss, net of tax		—			—		—			—			(0.8	)		—			(0.8	)
Balance at December 31, 2012		199,260			—		200.7			(21.2	)		(0.8	)		0.5			179.2
Capital contribution		290,537			—		290.6			—			—			—			290.6
Repurchase of common stock		(658	)		—		(0.7	)		—			—			—			(0.7	)
Stock-based compensation		1,000			—		4.5			—			—			—			4.5
Net loss		—			—		—			(24.6	)		—			(0.1	)		(24.7	)
Other comprehensive income, net of tax		—			—		—			—			1.2			—			1.2
Balance at December 31, 2013		490,139			—		495.1			(45.8	)		0.4			0.4			450.1
Purchase of noncontrolling interest		—			—		(1.6	)		—			—			(0.3	)		(1.9	)
Capital contribution		1,715			—		1.8			—			—			—			1.8
Stock-based compensation		19			—		4.8			—			—			—			4.8
Net loss		—			—		—			(14.8	)		—			(0.1	)		(14.9	)
Other comprehensive loss, net of tax		—			—		—			—			(54.5	)		—			(54.5	)
Balance at December 31, 2014		491,873		$	—	$	500.1		$	(60.6	)	$	(54.1	)		—		$	385.4

See accompanying notes.

F-22

MILACRON HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Millions)

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
Operating activities
Net (loss) earnings	$	(14.9	)	$	(24.7	)	$	(21.0	)	$	0.2
Less: Net loss (earnings) attributable to the noncontrolling interest		0.1			0.1			(0.2	)		0.1
Net (loss) earnings attributable to Milacron Holdings Corp.		(14.8	)		(24.6	)		(21.2	)		0.3
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
Depreciation and amortization		71.6			73.2			37.2			2.6
Unrealized loss on currency translation of intercompany advances		13.8			10.0			—			—
Amortization of deferred financing costs		4.7			4.2			1.6			7.3
Stock-based compensation		4.8			4.5			3.0			3.4
Deferred income taxes		(2.6	)		(6.5	)		(0.4	)		0.3
Changes in assets and liabilities:
Accounts receivable		(15.8	)		(12.4	)		(10.7	)		6.3
Inventories		(36.0	)		(13.6	)		25.4			(14.0	)
Prepaid expenses and other current assets		(4.5	)		2.1			2.6			0.6
Accounts payable		6.3			0.9			(8.4	)		3.6
Advanced billings and deposits		(2.7	)		23.8			(26.5	)		8.2
Other current liabilities		10.3			16.5			2.4			(7.3	)
Other noncurrent assets		1.3			5.4			2.7			0.9
Other noncurrent liabilities		1.2			(1.4	)		0.4			0.2
Net cash provided by operating activities		37.6			82.1			8.1			12.4
Investing activities
Purchases of property and equipment		(41.4	)		(30.0	)		(11.8	)		(4.9	)
Net disposals of property and equipment		0.1			1.6			0.2			—
Acquisitions, net of cash acquired		(53.0	)		(965.0	)		(198.7	)		—
Net cash used in investing activities		(94.3	)		(993.4	)		(210.3	)		(4.9	)
Financing activities
Proceeds from issuance of long-term debt (original maturities longer than 90 days)		151.5			710.6			276.3			77.4
Payments on long-term debt and capital lease obligations (original maturities longer than 90 days)		(108.4	)		(4.1	)		(2.4	)		(21.5	)
Payment of debt settled in Acquisition of Predecessor		—			—			(207.3	)		—
Net increase (decrease) in short-term borrowings (original maturities of 90 days or less)		0.4			(2.2	)		1.5			11.4
Purchase of noncontrolling interest		(1.9	)		—			—			—
Proceeds from the issuance of common stock		1.8			290.6			2.5			—
Repurchase of common stock		—			(0.7	)		—			(82.5	)
Debt issuance costs		(2.2	)		(29.4	)		(15.4	)		(2.0	)
Net cash provided by (used in) financing activities		41.2			964.8			55.2			(17.2	)
Effect of exchange rate changes on cash		(3.7	)		(1.2	)		0.2			0.6
(Decrease) increase in cash and cash equivalents		(19.2	)		52.3			(146.8	)		(9.1	)
Cash and cash equivalents at beginning of period		100.7			48.4			195.2			39.7
Cash and cash equivalents at end of period	$	81.5		$	100.7		$	48.4		$	30.6
Supplemental cash flow information:
Cash paid for interest	$	71.3		$	46.1		$	13.1		$	4.9
Income taxes paid, net	$	18.0		$	19.9		$	3.3		$	3.3

See accompanying notes.

F-23

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2014 and 2013, Period from May 1, 2012 (Change in Control Date) to

December 31, 2012, and Period from January 1, 2012 to April, 2012

1. Summary of Significant Accounting Policies

Description of Business

At the close of business on April 30, 2012 (the Acquisition Date), Milacron Holdings Corp. (the Company or the Successor), an affiliate of CCMP Capital Advisors, LLC (CCMP), acquired all of the outstanding equity interests (the Acquisition) in Milacron Intermediate Holdings Inc. (the Predecessor). The Company is a global leader in the manufacture, distribution, and service of highly engineered and customized systems used in the plastic technology and processing industry. The Company has a full-line product portfolio that includes hot runner systems, injection molding, blow molding and extrusion equipment and produces process control systems, mold bases and components and maintenance, repair and operating (MRO) supplies for plastic processing equipment and fluid technology. The Company operates throughout the world and is headquartered in Cincinnati, Ohio.

On March 28, 2013, the Company acquired Mold-Masters Luxembourg Holdings S.à r.l. (Mold-Masters) (the Mold-Masters Acquisition), enhancing its capabilities to provide a broader set of processing technology solutions for the plastic processing industry, including its hot runner and process control systems, mold bases and components, and MRO supplies. The Company’s acquisition of Mold-Masters is more fully described in Note 2.

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company, its majority-owned subsidiaries and entities over which the Company has control. All intercompany balances and transactions have been eliminated in consolidation.

The Company’s Consolidated Financial Statements and accompanying footnotes have been segregated to present pre-acquisition activity as the “Predecessor” Company and post-acquisition activity as the “Successor” Company. Purchase accounting has resulted in the assets and liabilities of the Company being recorded at their respective fair values at April 30, 2012.

As a result, the Company’s Consolidated Statements of Operations subsequent to the Acquisition include amortization expense relating to intangible assets and depreciation of fixed assets based upon their respective fair value. Therefore, the Company’s financial data prior to the Acquisition will not generally be comparable to its financial data subsequent to the Acquisition.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the reporting date and the amounts of revenue and expenses in the periods presented in the Consolidated Financial Statements. Actual results could differ from these estimates. The Company’s results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, governmental fiscal policies and changes in the prices of raw materials, can have a significant effect on estimates recognized.

F-24

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

Foreign Currency

Assets and liabilities of the Company’s non-U.S. operations, whose functional currency is the local currency, are translated into U.S. dollars at period-end exchange rates. Income and expense items are translated at the average rates of exchange during the period. Net exchange gains or losses resulting from such translation are included in accumulated other comprehensive income (loss), a component of Shareholders’ Equity, and included in net earnings only upon sale or liquidation of the underlying foreign subsidiary. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and the settlement date. Intercompany foreign currency transactions, including intercompany advances, that are not long-term in nature are recorded within loss (gain) on currency translation on the Consolidated Statements of Operations.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and all highly liquid investments with original maturities of three months or less. The carrying value of cash and cash equivalents approximates fair value.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists of amounts owed to the Company through product shipments and services provided and is presented net of an allowance for doubtful accounts. The Company grants credit to its customers in the normal course of business. To reduce credit risk, the Company performs credit investigations prior to accepting new customers and prior to adjusting existing credit limits.

The estimate of the allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit loss in the Company’s existing accounts receivable. The Company regularly reviews the adequacy of its allowance for doubtful accounts. The Company determines the allowance based upon an analysis of prior collection experience, specific customer creditworthiness and economic trends within the industries the Company serves. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligation (e.g., bankruptcy filings), the Company records a specific reserve to reduce the receivable to the amount reasonably believed to be collected. When an account is considered uncollectible, it is written off against the allowance for doubtful accounts.

Inventories

Inventories consist of metalworking fluids and chemicals, machinery parts and supplies, and machines and components manufactured or in the process of assembly. Inventories are stated at the lower of cost or market. The principal methods of determining costs are average or standard costs, which approximate the first-in, first-out method.

Inventories are recorded net of reserves for obsolescence of $8.7 million and $4.7 million at December 31, 2014 and 2013, respectively. The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on age, salability and market conditions.

F-25

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

Debt financing costs

The Company capitalizes costs associated with the issuance of debt and amortizes these costs over the lives of the debt instruments using the effective interest method or the straight-line method based on the terms of the underlying debt instrument. Amortization of deferred financing costs is included within interest expense, net within the Consolidated Statements of Operations and amounted to $4.7 million and $4.2 million for the years ended December 31, 2014 and 2013, respectively, and $1.6 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. The Predecessor recorded expense of $7.3 million for the period from January 1, 2012 to April 30, 2012.

Property and Equipment

Expenditures for property and equipment, including amounts related to capital leases, are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over useful lives of 20 to 45 years and machinery and equipment over useful lives of 3 to 12 years. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Repairs, betterments, and renewals that extend the life of the asset are capitalized. Other repairs and maintenance expenditures are expensed as incurred.

Property and equipment consist of the following as of:

	December 31,
	2014			2013
	(Dollars in Millions)
Land	$	34.0		$	35.5
Buildings		63.8			50.1
Machinery and equipment		180.2			155.0
		278.0			240.6
Accumulated depreciation		(61.1	)		(37.0	)
	$	216.9		$	203.6

The Company recorded depreciation expense of $27.4 million and $25.6 million for the years ended December 31, 2014 and 2013, respectively, and $12.3 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. The Predecessor recorded depreciation expense of $2.2 million for the period from January 1, 2012 to April 30, 2012. The Company allocates depreciation expense to cost of sales and selling, general and administrative expense as appropriate.

Goodwill and Other Intangible Assets

Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations. Intangible assets are recorded at cost, and those intangible assets with finite lives are amortized over their respective estimated useful lives. The Company estimates the useful lives of the intangible assets acquired in business combinations based on information available at the time of acquisition. In establishing the useful lives of acquired customer relationships, the Company considered the buying patterns and length of time that the acquired customers have purchased the Company’s products as well as the estimated future cash flows

F-26

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

the Company anticipates to be generated from these customers. For technology, the Company considered the likelihood of competitors creating new competing technologies. For trademarks, the Company considered how well the acquired trademarks are known throughout the industry and are expected to continue to generate cash flows in the future. The useful lives of non-compete agreements are equal to the respective agreement terms.

The Company performs an annual impairment test on all existing goodwill and other indefinite lived assets on October 1 of each year and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company tested goodwill for impairment based on its identified reporting units.

As a result of the adoption of Accounting Standards Update (ASU) No. 2011-08, “Testing Goodwill for Impairment,” the Company may first assess a range of qualitative factors including, but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company’s products and services, regulatory and political developments, entity-specific factors such as strategies and financial performance, when evaluating the potential for impairment of goodwill. For reporting units in which this assessment is not conclusive that it is more likely than not that the fair value is greater than its carrying value, the Company will perform a two-step impairment test.

The first step compares the estimated fair value of a reporting unit with its carrying amount, including goodwill allocated to each reporting unit (Step 1). If the estimated fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired, and no further analysis is necessary. If the carrying amount of the reporting unit exceeds the estimated fair value, there is an indication of potential impairment, and a second step of testing is performed to measure the amount of the impairment, if any, for that reporting unit.

When required, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of the net assets and identifiable intangible assets as if the reporting unit were being acquired. Any excess of the carrying value of the reporting unit goodwill over the implied fair value of the reporting unit goodwill will be recorded as an impairment loss.

The Company performed a quantitative impairment test, Step 1, for its Mold-Masters reporting unit in 2014 and 2013. The Company’s determination of estimated fair value of a reporting unit was determined using a combination of the market approach and the income approach. Under the market approach, fair value is based on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires significant judgment regarding the selection of guideline companies. Under the income approach, value is determined based upon the value of net cash flows to be derived from ownership. The income approach requires significant judgment including estimates about future cash flows and risk-adjusted discount rates. A combination of the methodologies is used and weighted appropriately for each reporting unit.

The Company performed a qualitative analysis for its remaining reporting units in 2014 and 2013. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment.

F-27

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

The Company also tests its indefinite-lived intangible assets consisting of trademarks for impairment using a “relief-from-royalty” method. Significant assumptions inherent in the methodologies are employed and include such estimates as royalty and discount rates.

The Company performed its annual impairment test of goodwill and indefinite-lived intangible assets in 2014, 2013 and 2012, none of which resulted in the recognition of impairment charges. For further information on goodwill and other intangible assets refer to Note 3.

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability of long-lived assets is assessed by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset or group of assets. If estimated future undiscounted net cash flows are less than the carrying amount of the asset or group of assets, the asset is considered impaired and a loss is recognized in an amount required to reduce the carrying amount of the asset to its then estimated fair value. Fair value generally is determined from estimated discounted future net cash flows (for assets held for use) or net realizable value (for assets held for sale).

Self-Insurance Reserves

The Company is primarily self-insured for many types of risks, including, but not limited to, general liability, auto liability, product liability, environmental claims and workers’ compensation for most domestic employees. The Company establishes undiscounted reserves for the estimated ultimate cost of all asserted and unasserted claims incurred and is established based on historical experience and known or estimated ultimate exposure. The Company’s exposure, except for certain environmental claims, is limited by excess liability coverage. Workers’ compensation claims in excess of certain limits are insured with commercial carriers. Reserves, gross of expected recoveries, are included in current and noncurrent liabilities. Expected recoveries from excess carriers are included in noncurrent assets.

Employee Benefit Plans

The Company maintains a defined contribution plan for its U.S. employees. Certain of the Company’s non-U.S. subsidiaries in Germany and the United Kingdom sponsor defined benefit pension plans for certain non-U.S. employees. The Company’s policy is to fund the plans in accordance with applicable laws and regulations and the funded status of the Company’s defined benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (PBO) and for the other postretirement benefit plan, the benefit obligation is the accumulated postretirement benefit obligation (APBO). The PBO represents the actuarial present value of benefits expected to be paid upon retirement based on estimated future compensation levels. The APBO represents the actuarial present value of postretirement benefits attributed to employee service already rendered. The fair value of plan assets represents the current market value of assets. The measurement of the benefit obligation is based on the Company’s estimates and actuarial valuations. These valuations reflect the

F-28

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. For additional information regarding plan assumptions and the current financial position of the pension and other postretirement plans, see Note 6.

Revenue Recognition

The Company records revenue on products when persuasive evidence of an arrangement exists, legal title has passed and the risks and rewards of ownership are transferred, the sales price is fixed and determinable, all significant contractual obligations have been satisfied and the collectability of the sales price is reasonably assured.

The Company offers volume discounts and rebates to certain customers. Discounts and rebates offered are based on the volume of a particular order or volume of purchases during a given period and are recognized in net sales in the Consolidated Statements of Operations.

Appropriate allowances for returns are recorded at the time revenue is recognized. The Company continually evaluates the creditworthiness of its customers and enters into sales contracts only when collection of the sales price is reasonably assured. For sales of plastic processing machinery, customers are generally required to make substantial down-payments prior to shipment, which helps to ensure collection of the full price. These down-payments are classified within advanced billings and deposits on the Consolidated Balance Sheets.

Cost of Sales

Costs associated with net sales are recorded in cost of sales. Cost of sales includes the costs of receiving, producing, inspecting, warehousing, insuring, and shipping goods during the period, as well as depreciation and amortization of long-lived assets used in these processes. Cost of sales also includes shipping and handling costs associated with the delivery of goods to customers and costs associated with internal transfers between plant locations.

Advertising Costs

Advertising costs are charged to expense as incurred and include amounts related to participation in trade shows. The Company incurred advertising costs of $6.7 million and $9.0 million for the years ended December 31, 2014 and 2013, respectively, and $3.0 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. The Predecessor incurred advertising costs of $4.9 million for the period from January 1, 2012 to April 30, 2012.

Warranty Costs

A reserve for estimated warranty costs is recorded at the time of sale of machinery and parts and these estimates are based on historical warranty claim experience, with subsequent adjustments for ongoing claims exposure. The reserve for estimated warranty costs is included in other current liabilities in the accompanying Consolidated Balance Sheets.

F-29

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

The following table summarizes changes in the Company’s warranty reserves.

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Balance at beginning of period	$	8.5		$	5.6		$	6.2		$	6.2
Warranty expense		4.3			5.2			1.9			1.4
Warranty assumed as a result of acquisitions		0.5			4.5			—			—
Warranty claims paid		(4.1	)		(6.7	)		(2.4	)		(1.4	)
Foreign currency translation adjustments		(0.6	)		(0.1	)		(0.1	)		—
Balance at end of period	$	8.6		$	8.5		$	5.6		$	6.2

Stock-Based Compensation

The Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for equity instruments of the Company. Stock-based compensation, including grants of stock options and restricted stock units, is measured in the Consolidated Statement of Operations based on the grant date fair values of the stock-based awards.

The compensation expense recognized for each stock-based award is recognized ratably on a straight-line basis over the requisite service period except for performance-based awards which are recognized over the requisite service period if it is probable that the performance conditions will be satisfied. Stock-based compensation is reported within selling, general and administrative expenses in the Consolidated Statements of Operations. The Company will recognize a benefit from stock-based compensation in equity if an incremental tax benefit is realized by following the ordering provisions of the tax law. Further, stock-based compensation expense is recorded net of estimated forfeitures in the Company’s Consolidated Statements of Operations and as such, only those stock-based awards that the Company expects to vest are recognized as expense. Additional information regarding stock-based compensation can be found in Note 9.

Research and Development

Expenditures for research and development are expensed as incurred and included in selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The Company incurred research and development expenses of $24.3 million and $19.0 million for the years ended December 31, 2014 and 2013, respectively, and $8.0 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. The Predecessor incurred research and development expenses of $4.3 million for the period from January 1, 2012 to April 30, 2012.

Income Taxes

The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment in the forecasting of taxable income using historical and projected future operating results is required in determining the Company’s provision for income taxes and the related assets and liabilities. The

F-30

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes including those related to investments in foreign subsidiaries that are not permanent in nature. Under U.S. GAAP, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be settled or realized. Deferred tax assets are also recognized for the estimated future effects of tax loss carryforwards. The effect of changes in tax rates on deferred taxes is recognized in the period in which the enactment dates change.

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical pre-tax and taxable income, projected future taxable income, the expected timing of the reversal of temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and the Company’s tax methods of accounting.

The Company records income tax liabilities for uncertain foreign and domestic tax positions utilizing the prescribed recognition and measurement principles under U.S. GAAP.

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the Consolidated Financial Statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:

• Level 1–Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.

• Level 2–Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial statements.

• Level 3–Valuation is based upon other unobservable inputs that are significant to the fair value measurements.

F-31

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. Summary of Significant Accounting Policies (continued)

Derivative Financial Instruments

The Company’s risk management strategy includes the use of derivative instruments, specifically foreign currency forward contracts, to reduce the effects on its operating results and cash flows from fluctuations caused by volatility in currency exchange rates. The Company recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at their respective estimated fair values. The accounting for changes in the fair value (i.e., unrealized gains or losses) of a derivative instrument depends on whether it has been designated, and is highly effective, as a hedge and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. Changes in the fair value of derivative instruments that are highly effective and designated as cash flow hedges are reported as a component of other comprehensive income (loss) (OCI) and reclassified into earnings in the same line-item associated with the forecasted transaction and in the same period during which the hedged transaction impacts earnings. The change in the fair value of the ineffective portion of a derivative instrument and the change in the fair value of derivative instruments that are not designated as hedges are recognized in earnings immediately.

New Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09 Revenue from Contracts with Customers, which will be introduced into the FASB’s Accounting Standards Codification as Topic 606. Topic 606 replaces Topic 605, the previous revenue recognition guidance. The new standard’s core principle is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple element arrangements. The new standard will be effective for the Company in the first quarter of 2017, with early adoption not permitted. The new standard permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years, and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impact of this ASU and has not yet selected an implementation approach.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02). The standard requires an entity to present (either on the face of the statement where net earnings is presented or in the notes) the effects on the line items of net earnings of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under U.S. GAAP to be reclassified to net earnings in its entirety in the same reporting period. For reclassification items not required under U.S. GAAP to be reclassified directly to net earnings in their entirety in the same reporting period, an entity is required to cross-reference to other disclosures currently required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 applies to all public and private companies that report items of other comprehensive income. ASU 2013-02 was effective for public companies for reporting periods beginning after December 15, 2012 and was effective for non-public companies for fiscal years beginning after December 15, 2013 and interim and annual periods thereafter, with prospective adoption required and early adoption permitted. The Company adopted ASU 2013-02 effective January 1, 2013 and its adoption had no impact on the Consolidated Financial Statements. See Note 11.

F-32

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Business Combinations

Milacron Intermediate Holdings Inc.

On April 30, 2012, the Company acquired all the outstanding equity interests of the Predecessor. The total purchase price was $198.7 million. Simultaneous with the Acquisition, the Company issued $275.0 million of long-term debt and settled the Predecessor’s existing U.S. debt of $207.3 million.

The Company accounted for the acquisition using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition (dollars in millions):

Accounts receivable	$	94.7
Total inventories		191.1
Prepaid and other current assets		30.0
Property and equipment		119.9
Intangible assets		155.2
Goodwill		54.4
Other noncurrent assets		6.7
Short-term borrowings		(16.7	)
Long-term debt and capital lease obligations due within one year		(12.4	)
Accounts payable		(69.2	)
Advanced billings and deposits		(56.0	)
Other current liabilities		(57.2	)
Long-term debt and capital lease obligations		(187.7	)
Other noncurrent accrued liabilities		(54.1	)
Consideration, net of cash acquired	$	198.7

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The resulting goodwill from the Acquisition was primarily attributable to the Company’s workforce and is not deductible for income tax purposes.

Mold-Masters

On March 28, 2013, the Company acquired all the outstanding equity interests of Mold-Masters, a leading global manufacturer of a comprehensive line of plastic delivery and precision control systems for injection molding applications, subject to a working capital settlement. With the acquisition of Mold-Masters, the Company was able to enhance its capabilities to provide a broader set of plastic processing technology solutions for the plastic processing industry, including its hot runner and process control systems, mold bases and components, and MRO supplies. The acquisition of Mold-Masters also expands the Company’s sales from recurring consumable products and provides further geographical diversification into emerging markets. The consideration, net of cash, to acquire Mold-Masters was $965.5 million. On March 28, 2013, the Company paid cash consideration of approximately $920.5 million and subsequently paid an additional $42.4 million of consideration through December 31, 2013. The remaining balance of $2.6 million still outstanding as of December 31, 2013 was paid during 2014. The additional amount outstanding as of December 31, 2013 was

F-33

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Business Combinations (continued)

included in other current liabilities in the Consolidated Balance Sheets. Simultaneous with the acquisition of Mold-Masters, the Company issued $708.8 million of long-term debt (see Note 5) and received $289.2 million from certain of its equity holders to fund the Mold-Masters Acquisition.

The Company accounted for the acquisition of Mold-Masters using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective estimated fair values. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition (dollars in millions):

Accounts receivable	$	54.5
Total inventories		29.2
Prepaid and other current assets		11.6
Property and equipment		79.6
Intangible assets		419.4
Goodwill		478.6
Other noncurrent assets		0.4
Accounts payable		(12.2	)
Advanced billings and deposits		(3.6	)
Other current liabilities		(28.2	)
Deferred income tax liabilities		(62.6	)
Other noncurrent accrued liabilities		(1.2	)
Consideration, net of cash acquired	$	965.5

The Company’s Consolidated Financial Statements include Mold-Masters’ results of operations from the date of acquisition on March 28, 2013 through December 31, 2013. Net sales and operating earnings attributable to Mold-Masters during this period and included in the Company’s Consolidated Financial Statements for the year ended December 31, 2013 total $208.1 million and $21.5 million, respectively.

The following unaudited pro forma information gives effect to the Company’s acquisition of Mold-Masters as if the acquisition had occurred on January 1, 2012 and Mold-Masters had been included in the Company’s consolidated results of operations for the year ended December 31, 2013 and for the period from May 1, 2012 (Change in Control Date) to December 31, 2012 and the Predecessor’s consolidated results of operations for the period from January 1, 2012 to April 30, 2012 (dollars in millions).

	Successor						Predecessor
	Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
Net sales	$	1,087.6		$	752.8		$	350.8
Net (loss) income attributable to Milacron Holdings Corp.	$	(36.1	)	$	(36.0	)	$	4.4

The historical consolidated financial information of the Company and Mold-Masters has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have continuing impact on the combined results.

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MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Business Combinations (continued)

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce as well as several strategic benefits including a comprehensive portfolio of brands, complementary product offerings, enhanced global footprint and attractive synergy opportunities. Goodwill recognized as a result of the Mold-Masters Acquisition is not deductible for income tax purposes.

2014 Acquisitions

During 2014, the Company completed five acquisitions including a U.S. manufacturer of turn-key, co-injection molding equipment and a high-precision component supplier to the plastics industry located in the Czech Republic. The acquisitions provide the Company with incremental scale to enable facility consolidation and also result in the addition of intellectual property related to hot runner system design and functionality. The total consideration, net of cash, related to the acquisitions to date in 2014 was $50.4 million.

The Company accounted for the acquisitions using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective estimated fair values. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition (dollars in millions):

Accounts receivable	$	2.7
Total inventories		4.8
Prepaid and other current assets		4.3
Property and equipment		10.2
Intangible assets		13.7
Goodwill		32.2
Accounts payable		(2.4	)
Advanced billings and deposits		(6.5	)
Other current liabilities		(4.1	)
Deferred income tax liabilities		(2.5	)
Other noncurrent accrued liabilities		(2.0	)
Consideration, net of cash acquired	$	50.4

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce as well as several strategic benefits including a comprehensive portfolio of brands, complementary product offerings, enhanced global footprint and attractive synergy opportunities. Goodwill recognized as a result of the acquisitions is not deductible for income tax purposes. See Note 3 for additional information regarding goodwill and other intangible assets.

Significant assumptions related to the valuations of assets and liabilities acquired during 2014, 2013 and 2012 include the following:

• Inventory fair values were estimated by significant component. Raw materials were valued at current replacement costs and work-in-process was valued at the estimated selling prices of finished goods less the sum of costs to complete, costs of disposal and reasonable profit allowances for

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MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. Business Combinations (continued)

completing and selling efforts based on profits for similar finished goods. Finished goods were valued at estimated selling prices less the sum of costs of disposal and reasonable profit allowances for the selling efforts.

• Property and equipment fair values were estimated at their highest and best use value, using a combination of the cost and market approaches. Several key factors affected the values by location, including physical deterioration and age, functional obsolescence and economic obsolescence.

• Identified intangible assets include trademarks, technology, and customer relationships which were determined based on a combination of the income approach, the market approach and the cost approach.

• Pension and retiree benefit plan liabilities were recorded at actuarially determined fair values.

• Short-term borrowing, long-term debt and capital lease obligation fair values were determined using a discounted cash flow basis and approximates face value, as most of the Company’s debt bears a floating interest rate or was issued on the Acquisition Date.

Acquisition related costs were expensed as incurred and included legal fees and advisory services. The Company incurred acquisition related costs of $1.1 million for the year ended December 31, 2014, $2.9 million for the year ended December 31, 2013, net of a $2.2 million gain on a foreign currency hedge related to the Mold-Masters Acquisition and $9.9 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. These costs are included in business combination costs within the Consolidated Statement of Operations. The Predecessor incurred acquisition related costs of $8.8 million for the period from January 1, 2012 to April 30, 2012. In addition, the Company incurred incremental interest expense of $7.0 million for the year ended December 31, 2013 related to commitment fees associated with the financing of the Mold-Masters Acquisition and $4.1 million for the year ended December 31, 2012 related to commitment fees associated with the financing of the Milacron Intermediate Holdings Inc. acquisition.

3. Goodwill and Other Intangible Assets

The following table summarizes the changes in the Company’s goodwill, by reportable segment, for the years ended December 31, 2014 and 2013, and the period from May 1, 2012 (Change in Control Date) through December 31, 2012:

	Advanced Plastic Processing Technologies		Melt Delivery and Control Systems			Fluid Technologies		Corporate		Total
	(Dollars in millions)
Balance at May 1, 2012 and December 31, 2012	$	8.1	$	1.3		$	46.8	$	—	$	56.2
Acquisitions		0.8		478.6			0.1		—		479.5
Foreign currency translation adjustments		—		2.5			—		—		2.5
Balance at December 31, 2013		8.9		482.4			46.9		—		538.2
Acquisitions		17.2		15.0			—		—		32.2
Foreign currency translation adjustments		—		(21.8	)		—		—		(21.8	)
Balance at December 31, 2014	$	26.1	$	475.6		$	46.9	$	—	$	548.6

F-36

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Goodwill and Other Intangible Assets (continued)

The following table summarizes the other intangible assets acquired through business combinations completed during the year ended December 31, 2014:

	Amount (in Millions)		Weighted- Average Expected Useful Life (in Years)
Intangible assets subject to amortization:
Trademarks	$	0.8		6.2
Technology		5.0		9.8
Customer relationships		7.9		10.3
Total	$	13.7		9.9

The following table summarizes the Company’s other intangible assets at December 31, 2014:

	Gross Amount		Accumulated Amortization		Net Amount
	(Dollars in Millions)
Intangible assets subject to amortization:
Non-compete agreements	$	1.9	$	1.8	$	0.1
Trademarks		48.1		12.4		35.7
Technology		127.1		19.9		107.2
Customer relationships		231.2		79.7		151.5
Total intangible assets subject to amortization		408.3		113.8		294.5
Trademarks, not subject to amortization		148.3		—		148.3
Total	$	556.6	$	113.8	$	442.8

The following table summarizes the Company’s other intangible assets at December 31, 2013:

	Gross Amount		Accumulated Amortization		Net Amount
	(Dollars in Millions)
Intangible assets subject to amortization:
Non-compete agreements	$	1.9	$	1.3	$	0.6
Trademarks		48.9		7.2		41.7
Technology		131.7		10.6		121.1
Customer relationships		231.8		53.5		178.3
Total intangible assets subject to amortization		414.3		72.6		341.7
Trademarks, not subject to amortization		154.6		—		154.6
Total	$	568.9	$	72.6	$	496.3

Consolidated amortization expense related to intangible assets subject to amortization was $44.2 million and $47.6 million for the years ended December 31, 2014 and 2013, respectively, and $24.9 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. The Predecessor incurred $0.4 million

F-37

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Goodwill and Other Intangible Assets (continued)

of amortization expense for the period from January 1, 2012 to April 30, 2012. Estimated annual amortization expense for intangible assets subject to amortization over the next five years is as follows: $39.3 million in 2015, $34.7 million in 2016, $31.6 million in 2017, $28.6 million in 2018 and $24.1 million in 2019.

4. Income Taxes

The Company’s provision for income taxes consists of the following:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Current:
United States	$	(0.3	)	$	(0.4	)	$	(0.6	)	$	—
State and local		0.4			0.2			0.4			0.2
Foreign		24.5			15.6			4.1			1.9
Total current		24.6			15.4			3.9			2.1
Deferred:
United States		0.1			0.2			0.2			—
State and local		(0.2	)		(0.8	)		(0.2	)		(0.1	)
Foreign		(2.5	)		(5.9	)		(0.4	)		0.4
Total deferred		(2.6	)		(6.5	)		(0.4	)		0.3
Total income tax expense	$	22.0		$	8.9		$	3.5		$	2.4

The following sets forth the amount of earnings (loss) before income taxes for the years ended December 31, 2014 and 2013, the period from May 1, 2012 (Change in Control Date) to December 31, 2012 and for the period January 1, 2012 to April 30, 2012:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Earnings (loss) before income taxes:
United States	$	(38.5	)	$	(36.2	)	$	(34.5	)	$	(7.9	)
Rest of the world		45.6			20.4			17.0			10.5
	$	7.1		$	(15.8	)	$	(17.5	)	$	2.6

F-38

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Income Taxes (continued)

The Company’s effective income tax rate differs from the amount calculated using the statutory U.S. federal income tax rate, principally due to the following:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Income tax expense (benefit) computed at U.S. federal statutory rate	$	2.5		$	(5.5	)	$	(6.2	)	$	0.9
Foreign withholding tax		7.0			3.7			—			0.1
State and local income taxes, net of federal benefit		0.2			(0.6	)		0.2			0.1
Foreign tax differential		(4.8	)		(3.5	)		(0.6	)		(0.3	)
Change in tax rates		—			(3.2	)		—			—
Change in valuation allowances		7.1			7.8			8.0			6.7
Dividend elimination and subpart F		8.7			6.7			—			—
Acquisition expenditures capitalized for tax		—			1.3			2.2			1.1
Other permanent differences		2.9			1.6			(0.1	)		—
Tax credits		(1.7	)		(1.2	)		(0.6	)		—
Adjust deferred taxes		(0.5	)		0.6			0.6			—
Incentive stock option expense		—			—			—			(6.1	)
Other		0.6			1.2			—			(0.1	)
Income tax expense	$	22.0		$	8.9		$	3.5		$	2.4

The Company’s effective tax rate can vary significantly from the federal statutory rate primarily due to the level and mix of income among domestic and foreign jurisdictions and the creation and release of valuation allowances. In addition, the 2013 effective tax rate varied from the federal statutory rate due to a benefit of $3.2 million related to a three-year reduced statutory tax rate at one of the Company’s non-U.S. subsidiaries. The reduction in the statutory rate is effective through December 31, 2015 and is expected to be renewed for a successive three-year period, although there can be no guarantees that the tax authority will accept the Company’s application.

F-39

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Income Taxes (continued)

Significant components of net deferred tax assets and liabilities are as follows:

	December 31,
	2014			2013
	(Dollars in millions)
Deferred tax assets:
Net operating loss and other deferred carryforwards	$	73.6		$	79.1
Tax credit carryforwards		19.5			20.7
Inventories		8.6			9.5
Employee benefits		10.9			5.6
Accrued liabilities and other		6.3			5.7
Total deferred tax assets		118.9			120.6
Less valuation allowances		(65.3	)		(63.6	)
Deferred tax assets, net of valuation allowances		53.6			57.0
Deferred tax liabilities:
Goodwill and other intangible assets		98.7			108.0
Property and equipment		9.3			10.6
Undistributed non-U.S. earnings		8.5			3.9
Total deferred tax liabilities		116.5			122.5
Net deferred tax liabilities	$	(62.9	)	$	(65.5	)

Deferred income taxes reflect the net effects of temporary differences between the carrying values of assets and liabilities and the tax basis of the assets and liabilities. Net deferred tax assets are recorded in prepaid and other current assets and other noncurrent assets and net deferred income tax liabilities are recorded in other noncurrent accrued liabilities in the Consolidated Balance Sheets.

At December 31, 2014, the Company had non-U.S. net operating loss carryforwards, principally in The Netherlands, Germany, Italy and Belgium, totaling $153.9 million, none of which are scheduled to expire in 2015. Non-U.S. net operating losses of $18.3 million will expire between 2016 and 2034. The remaining $135.6 million of non-U.S. net operating losses existing at December 31, 2014 have an indefinite carryforward period.

The Predecessor’s August 21, 2009 purchase of certain assets and assumption of certain liabilities of MI 2009 Inc., formerly Milacron Inc. (OLDCO), in a bankruptcy 363 Sale qualified as a tax free reorganization under Internal Revenue Code (IRC) Section 368(a)(1)(G). A reorganization under this section of the IRC provides for the continuation of most tax attributes for the benefit of the Company, including tax basis in assets and liabilities and net operating loss carryforwards after certain adjustments. The Chapter 7 liquidation was finalized in January 2013 and the final determination of the carryover attributes was complete at December 31, 2013.

At December 31, 2014, the Company had estimated U.S. net operating loss carryforwards totaling $73.1 million, which are scheduled to expire beginning in 2026. As a result of the Acquisition, U.S. net operating losses of $45.4 million are subject to limitation under IRC Section 382.

At December 31, 2014, as a result of an updated analysis of future cash needs in the U.S. and opportunities for investment outside the U.S., the Company asserts that all foreign earnings will be indefinitely reinvested with the exception of certain foreign investments in which earnings and cash generation are in excess

F-40

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Income Taxes (continued)

of local needs. The Company will continue to monitor its assertion related to investment of foreign earnings. As of December 31, 2014, the Company has provided $8.5 million of deferred tax liabilities for planned repatriations of foreign earnings. The Company intends to indefinitely reinvest approximately $93.2 million and $66.4 million of foreign earnings at December 31, 2014 and 2013, respectively. It is not practicable to estimate the amount of worldwide tax that might be payable if these earnings were ever remitted due to changes in the mix of earnings by country and changes in the Company’s capital structure over time.

Effective January 1, 2014, the Internal Revenue Service issued final regulations under IRC Sections 162 and 263 regarding tangible property. These regulations impact the timing and amount of tax deductions for materials and supplies and capital assets. The Company is evaluating the impact of the regulations in conjunction with the preparation of its 2014 federal income tax return. At this time, the Company does not believe these regulations will have a material impact on the Consolidated Financial Statements.

The Company recorded a liability of $1.0 million and $0.6 million for uncertain tax positions as of December 31, 2014 and 2013, respectively, all of which would impact the effective tax rate. The Company does not expect the total amount of unrecognized tax benefits to significantly change within the next 12 months. The Company’s policy is to recognize interest and penalties associated with unrecognized tax benefits within income tax expense within the Consolidated Statements of Operations. The Company has not recognized a liability for interest and penalties as of December 31, 2014 and 2013.

The reconciliation of the beginning and ending total amounts of unrecognized tax benefits (exclusive of interest and penalties) is as follows:

	Successor							Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013		Period from May 1 (Change in Control Date) to December 31, 2012		Period from January 1 to April 30, 2012
(Dollars in Millions)
Balance as of beginning of the period	$	0.6		$	0.3	$	0.2	$	0.2
Additions for tax positions of prior years		0.1			0.3		0.1		—
Additions for tax positions of current year		0.5			—		—		—
Reductions due to lapse of statutes		(0.2	)		—		—		—
Balance as of the end of the period	$	1.0		$	0.6	$	0.3	$	0.2

The following tax years remain subject to examinations by major tax jurisdictions:

	Tax Years
Tax Jurisdiction:
United States		2011 - current
Germany		2009 - current
China		2011 - current
Netherlands		2009 - current
Canada		2012 - current
India		2013 - current

F-41

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Debt

Debt for the Company consists of the following:

	December 31,
	2014			2013
	(Dollars in Millions)
8.375% senior secured notes due 2019	$	220.0		$	275.0
Senior secured term loan facility due 2020		338.7			242.1
7.75% senior unsecured notes due 2021		465.0			465.0
Borrowings under other lines of credit		9.2			4.6
Capital lease obligations and other		1.7			2.7
		1,034.6			989.4
Less current portion		(13.0	)		(9.5	)
	$	1,021.6		$	979.9

8.375% Senior Secured Notes

In connection with the Acquisition, the Company issued $275.0 million aggregate principal amount of 8.375% senior secured notes due 2019 (the 8.375% Notes) pursuant to an indenture, dated as of April 30, 2012 (the Indenture), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee and notes collateral agent. The 8.375% Notes mature on May 15, 2019 and interest is payable semi-annually in arrears on May 15 and November 15 of each year.

The 8.375% Notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act of 1933, as amended. The 8.375% Notes are secured by first-priority liens on substantially all of the assets of Milacron LLC and each of the subsidiary guarantors other than accounts receivable, inventory and other certain assets. The 8.375% Notes are also secured by a second-priority lien on all of the assets of the borrower and the subsidiary guarantors that secure the U.S. ABL Facility. The 8.375% Notes are redeemable, in whole or in part, at any time on or after May 15, 2015 on the redemption dates and at the redemption prices set forth in the Indenture for the 8.375% Notes. In addition, the Company may redeem up to 35% of the 8.375% Notes before May 15, 2015 with the net cash proceeds from certain equity offerings. In addition, at any time prior to May 15, 2015, the Company may redeem up to 10% of the original principal amount of the 8.375% Notes during each 12-month period commencing with the issue date at a redemption price of 103% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Company may also redeem some or all of the 8.375% Notes before May 15, 2015 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. In addition, the Company may be required to make an offer to purchase the 8.375% Notes upon the sale of certain assets and upon a change of control. The Company was in compliance with all applicable covenants as of and for the years ended December 31, 2014 and 2013.

In April of 2014, the Company redeemed $55.0 million of the 8.375% Notes. The Company recorded a $2.9 million loss on the early extinguishment of debt related to the redemption that is recorded in other expense (income), net in the Consolidated Statements of Operations.

Term Loan

In conjunction with the Mold-Masters Acquisition, Milacron Intermediate Holdings Inc., Milacron LLC and certain domestic subsidiaries entered into a seven-year $245.0 million senior secured term loan facility (the

F-42

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Debt (continued)

Term Loan) with JPMorgan Chase Bank, N.A. acting as administrative agent. The facility requires quarterly principal installment payments, a yearly supplemental principal payment based on an excess cash flow calculation beginning in 2015 and the remaining principal balance due on March 28, 2020. Interest payable under the facility is variable and at December 31, 2013 was 4.25% per annum based on a minimum British Bankers’ Association LIBOR rate of 1.00% plus a margin of 3.25% per annum. The facility includes rights to issue incremental term loans up to $175.0 million. The facility contains normal and customary performance covenants including, but not limited to, limitations regarding the use of proceeds, dispositions, investments and transactions with affiliates and has financial performance covenants. The loan is secured by substantially all the assets of the borrowers and the guarantors, which represent certain North American subsidiaries of the Company. As presented in the preceding table, the value of the loan is net of the unamortized portion of a $1.2 million discount at issuance. The discount represents a closing fee paid to the lenders equal to one-half percent of the stated principal of the loan. As a result of the discount, the effective interest rate is approximately 4.32%. The Company was in compliance with all applicable covenants as of and for the years ended December 31, 2014 and 2013.

On March 31, 2014, the Company exercised its right to request an incremental term increase and borrowed an additional $100.0 million, net of a discount of $0.5 million, under the Term Loan facility due 2020 for the principal purpose of funding acquisitions in 2014 as well as redeeming a portion of the 8.375% Notes. The agreement was also amended to reduce the margin on the interest rate from 3.25% to 3.00% for LIBOR loans and from 2.25% to 2.00% for non-LIBOR loans. At December 31, 2014, interest was payable at a rate of 4.00% per annum based on a minimum British Bankers’ Association LIBOR rate of 1.00% plus a margin of 3.00% per annum. No other terms of the facility were changed. As a result of the modification, an additional $0.8 million of related costs were deferred and are being amortized over the term of the agreement.

7.75% Senior Unsecured Notes

Also, in connection with the Mold-Masters Acquisition, Milacron LLC and Mcron Financial Corp. issued $465.0 million aggregate principal amount of 7.75% senior unsecured notes due 2021 (the 7.75% Notes) pursuant to an indenture, dated as of March 28, 2013 (the 2013 Indenture), among Milacron LLC and Mcron Financial Corp., the guarantors party thereto and U.S. Bank National Association, as trustee and notes collateral agent. The 7.75% Notes mature on February 15, 2021 and interest is payable semi-annually on February 15 and August 15 of each year. The 7.75% Notes are unsecured and were issued in a private transaction that is not subject to the registration requirements of the Securities Act of 1933. The 7.75% Notes are redeemable, in whole or in part, at any time on or after February 15, 2016 on the redemption dates and at the redemption prices set forth in the 2013 Indenture. In addition, the Company may redeem up to 40% of the 7.75% Notes before February 15, 2016 with the net cash proceeds from certain equity offerings. The Company may also redeem some or all of the 7.75% Notes before February 15, 2016 at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus a “make whole” premium. In addition, the Company may be required to make an offer to purchase the 7.75% Notes upon the sale of certain assets and upon a change of control. The Company was in compliance with all applicable covenants as of and for the years ended December 31, 2014 and 2013.

ABL Facility

In connection with the Acquisition, Milacron Intermediate Holdings Inc., Milacron LLC and certain subsidiaries entered into a new senior secured asset-based revolving credit facility (the ABL Facility). The ABL Facility has a five-year term, bears interest at a floating rate and provides for an aggregate principal amount of

F-43

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Debt (continued)

$60.0 million of loans thereunder, subject to a borrowing base and other limitations. The Company has the right at any time to request up to $20.0 million of additional commitments. The existing lenders under the ABL Facility are not under any obligation to provide such additional commitments, and any increase in commitments is subject to customary conditions.

The obligations under the ABL Facility are secured, subject to certain exceptions, by substantially all of the assets of the borrowers and the assets of the guarantors under such facility. In addition, the ABL Facility includes certain customary negative covenants that, subject to exceptions, limit the ability of Milacron Intermediate Holdings Inc. to incur additional indebtedness, pay dividends or certain other distributions on the its capital stock, repurchase its capital stock, prepay subordinated indebtedness, incur liens on assets, make certain investments or other restricted payments, engage in transactions with affiliates, sell certain assets, merge or consolidate with or into other companies and alter the business that it conducts.

On March 28, 2013, the ABL Facility was amended to increase the maximum borrowings under the U.S. sub-facility from $60.0 million to $70.0 million and to allow for additional borrowings of up to $30.0 million under a Canadian sub-facility, subject to a borrowing base and other limitations. The covenants and other terms of the ABL Facility were not significantly changed. As a result of this modification, an additional $1.1 million of related costs were deferred and are being amortized over the term of the amended agreement. On March 17, 2014, the Company exercised its right to increase the U.S. sub-facility of the ABL Facility by $10.0 million to $80.0 million and decrease the Canadian sub-facility by $10.0 million to $20.0 million. The covenants and other terms of the program were not changed. On October 17, 2014, the ABL Facility was amended to add a $25.0 million German sub-facility and the term was reset to five years from the date of the amendment. The covenants and other terms of the ABL Facility were not materially changed. As a result of this modification, an additional $1.3 million of related costs were deferred and are being amortized over the term of the amended agreement.

At December 31, 2014, $14.9 million of the ABL Facility was utilized, all of which represent letters of credit, with $79.8 million available under the facility. At December 31, 2013, $10.0 million of the ABL Facility was utilized, all of which represent letters of credit, with $69.3 million available under the facility. The Company is in compliance with all covenants as of and for the years ended December 31, 2014 and 2013.

Other Borrowings

The Company has other lines of credit and capital lease arrangements with various U.S. and non-U.S. banks totaling approximately $27.2 million and $26.1 million at December 31, 2014 and 2013, respectively. These credit facilities support letters of credit, guarantees and leases in addition to providing borrowings under varying terms. At December 31, 2014, $14.5 million was outstanding with $10.9 million representing borrowings and $3.6 million representing letters of credit and bank guarantees. At December 31, 2013, $11.0 million was outstanding with $7.3 million representing borrowings and $3.7 million representing letters of credit and bank guarantees. Approximately $12.7 million and $15.2 million were available to the Company under certain conditions under these lines at December 31, 2014 and 2013, respectively. The weighted-average interest rate on short-term borrowings was 6.15% at December 31, 2014 and 5.28% at December 31, 2013.

Deferred Financing Costs

The Predecessor recorded $12.2 million of interest expense for the period from January 1, 2012 to April 30, 2012, which included the write-off of $6.9 million of deferred financing fees on the debt that was settled in conjunction with the Acquisition.

F-44

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. Debt (continued)

As a result of the Company’s issuance of the 8.375% Notes in 2012, $8.9 million of deferred financing costs were capitalized and are being amortized over seven years using the effective interest rate method. Additionally, as a result of the issuance of the Term Loan and 7.75% Notes in conjunction with the Mold-Masters Acquisition, $21.3 million of deferred financing costs were capitalized and are being amortized using the effective interest rate method. Deferred financing costs are recorded within other noncurrent assets in the accompanying Consolidated Balance Sheets and the related amortization expense is included in interest expense, net in the accompanying Consolidated Statements of Operations.

As of December 31, 2014, future minimum payments of the Company’s debt and capital lease arrangements are as follows (dollars in millions):

2015	$	4.0
2016		3.9
2017		3.8
2018		3.5
2019		223.4

At December 31, 2014, based on Level 2 inputs such as quoted market prices, the fair value of the 8.375% Notes was approximately $232.4 million, the fair value of the Term Loan was approximately $336.6 million and the fair value of the 7.75% Notes was approximately $472.0 million. The carrying amount of the Company’s other debt approximates fair value.

6. Employee Benefit Plans

Savings Plans

The Company sponsors a defined contribution plan (the 401(k) Plan) for eligible U.S. employees. The provisions of the 401(k) Plan allow eligible employees to contribute a percentage of their compensation, not to exceed the limits established by federal income tax law and employees are immediately vested in their voluntary contributions. The Company’s contributions to the 401(k) Plan are based on matching a portion of the employee contributions and employees become vested in the Company contributions once they attain three years of credited service.

As a result of the Mold-Masters Acquisition, the Company also maintains defined contribution plans for eligible employees at certain of its foreign subsidiaries. Employees are immediately vested in both their voluntary and company matching contributions.

The Company recorded expense of $2.6 million and $2.1 million for the years ended December 31, 2014 and 2013, respectively, and $1.2 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012 related to these defined contribution plans. The Predecessor recorded expense of $0.3 million for the period from January 1, 2012 to April 30, 2012.

Pension Plans

The Company sponsors three noncontributory defined benefit pension plans for certain non-U.S. employees and retirees. One plan covers certain employees in the United Kingdom and the other two plans cover certain employees in Germany. Contributions to these plans are expected to approximate benefit payments.

F-45

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. Employee Benefit Plans (continued)

Components of net periodic pension cost included in the accompanying Consolidated Statements of Operations were as follows:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Service costs	$	0.4		$	0.4		$	0.2		$	0.2
Interest cost		1.2			1.2			0.7			0.7
Expected return on plan assets		(0.3	)		(0.2	)		(0.1	)		(0.3	)
Amortization of unrecognized gains and losses		—			0.1			—			—
Pension expense	$	1.3		$	1.5		$	0.8		$	0.6

The measurement date for all of the Company’s defined benefit pension plans is December 31. The funded status of the plans is as follows:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Change in benefit obligation:
Projected benefit obligation at beginning of period	$	32.0		$	28.2		$	27.9		$	24.2
Service cost		0.4			0.4			0.2			0.2
Interest cost		1.2			1.2			0.7			0.7
Benefits paid		(0.9	)		(0.7	)		(0.6	)		(0.3	)
Actuarial loss		6.7			1.7			0.1			2.6
Foreign currency translation adjustments		(4.1	)		1.2			(0.1	)		0.5
Projected benefit obligation at end of period	$	35.3		$	32.0		$	28.2		$	27.9
Change in plans assets:
Fair value of plan assets at beginning of period	$	5.3		$	4.4		$	4.2		$	3.7
Employer contributions		0.3			0.3			0.3			0.3
Actual return on plan assets		0.6			0.6			0.1			0.1
Benefits paid		(0.2	)		(0.1	)		(0.1	)		(0.1	)
Foreign currency translation adjustments		(0.4	)		0.1			(0.1	)		0.2
Fair value of plan assets at end of period	$	5.6		$	5.3		$	4.4		$	4.2
Underfunded status	$	29.7		$	26.7		$	23.8		$	23.7

F-46

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. Employee Benefit Plans (continued)

Amounts recognized in the Consolidated Balance Sheets consisted of:

	December 31,
	2014			2013
	(Dollars in Millions)
Current accrued pension costs	$	0.7		$	0.8
Noncurrent accrued pension costs		29.0			25.9
Accumulated other comprehensive loss		(6.8	)		(1.1	)

The actuarial loss included in accumulated other comprehensive loss that is expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2015 is $0.2 million. The accumulated benefit obligation for the defined benefit plans was $33.7 million and $29.9 million at December 31, 2014 and 2013, respectively.

Estimated future benefit payments from the defined benefit plans, including the effects of future service, are as follows (dollars in millions):

2015	$	0.9
2016		0.9
2017		1.0
2018		1.0
2019		1.1
2020 – 2024		7.1

The following table presents the weighted-average actuarial assumptions used to determine pension cost for the Company’s defined benefit plans:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
Discount rate		3.78	%		4.21	%		5.14	%		5.48	%
Expected long-term rate of return on plan assets		5.45	%		5.10	%		4.82	%		5.08	%
Rate of expected increase in future compensation levels		3.34	%		3.21	%		2.99	%		3.81	%

The following table presents the weighted-average actuarial assumptions used to determine the projected benefit obligation for the Company’s defined benefit plans:

	December 31,
	2014			2013
Discount rate		2.44	%		3.78	%
Rate of expected increase in future compensation levels		3.18	%		3.19	%

Plan assets are held in the United Kingdom plan and in one of the plans in Germany. Plan assets are primarily invested common/collective trusts which are valued at the net asset value (NAV) per share or unit multiplied by the number of shares or units held as of the measurement date. The NAV is based on the fair value

F-47

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. Employee Benefit Plans (continued)

of the underlying net assets owned by the fund and the NAV’s unit or per share price is quoted on a private market that may not be active. The investment objectives for the plan assets are to generate returns that will enable the plans to meet their future obligations. The Company’s expected long-term rate of return was determined based on the asset mix of the plan, projected returns, past performance and other factors. There were no transfers between the three levels of the fair value hierarchy during the years ended December 31, 2014 and 2013.

The following table sets forth by level, within the fair value hierarchy, the plans assets at fair value as of December 31, 2014 and 2013:

	Total		Level 1		Level 2		Level 3
	(Dollars in Millions)
December 31, 2014
Investments:
Common/Collective trusts:
Equity	$	2.6	$	—	$	2.6	$	—
Corporate and government bonds		2.7		—		2.7		—
Cash equivalents and other		0.3		0.3		—		—
Total investments	$	5.6	$	0.3	$	5.3	$	—
December 31, 2013
Investments:
Common/Collective trusts:
Equity	$	2.5	$	—	$	2.5	$	—
Corporate and government bonds		2.4		—		2.4		—
Cash equivalents and other		0.4		0.4		—		—
Total investments	$	5.3	$	0.4	$	4.9	$	—

7. Shareholders’ Equity

Predecessor

On February 21, 2012, the Predecessor repurchased 24,678 shares of common stock for $82.5 million and the repurchased shares were cancelled. The repurchase was recorded as a reduction to retained earnings as a permanent capitalization. The Predecessor was subject to Delaware law which restricts share repurchases that are in excess of book capital surplus unless real economic surplus is maintained. The Predecessor’s Board of Directors determined that the funds used in the share repurchase did not exceed the Predecessor’s real economic surplus. The common stock was retired as part of the Acquisition.

Successor

At the Acquisition Date, the Company had 460,000 authorized shares of common stock and 10,000 authorized shares of preferred stock, each with a par value of $0.01 per share. On March 7, 2013 the number of common shares authorized was increased to 790,000. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred stock, holders of common stock are entitled to receive ratably such

F-48

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Shareholders’ Equity (continued)

dividends as may be declared from time to time by the Board of Directors. At December 31, 2014 and 2013, the Company has 491,873 and 490,139 common shares issued and outstanding, respectively, and no preferred shares issued or outstanding for any period.

On February 17, 2014, the Company acquired all the non-controlling shares of Milacron Plastics Machinery (Jiangyin) Co., Ltd. for $1.9 million. As the Company already held a controlling interest, the purchase was accounted for as an equity transaction. For the year ended December 31, 2014, the Company recognized a reduction in paid-in capital of $1.6 million for the excess of par value of the purchase of the non-controlling shares.

8. Net (Loss) Earnings Per Share

The following is a reconciliation of the numerator and denominator of the basic and diluted net (loss) earnings per share (EPS) computations:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(In millions, except common share and per common share amounts)
Numerator:
Net (loss) earnings applicable to common shareholders	$	(14.8	)	$	(24.6	)	$	(21.2	)	$	0.3
Denominator:
Denominator for basic EPS—weighted-average common shares		490,965			421,200			196,387			68,877
Dilutive effect of stock-based compensation arrangements		—			—			—			5,453
Denominator for diluted EPS—adjusted weighted-average common shares		490,965			421,200			196,387			74,330
Basic EPS	$	(30.14	)	$	(58.40	)	$	(107.95	)	$	4.36
Diluted EPS	$	(30.14	)	$	(58.40	)	$	(107.95	)	$	4.04

The diluted EPS calculation for the years ended December 31, 2014 and 2013 excludes the effect of 49,510 and 44,853 outstanding stock options, respectively, as their effect is anti-dilutive. The diluted EPS calculation for the period from May 1, 2012 (Change in Control Date) to December 31, 2012 excludes the effect of 1,000 restricted stock units and 24,798 outstanding stock options as their effect is anti-dilutive. Holders of non-vested stock-based compensation awards do not have voting rights or rights to receive nonforfeitable dividends on the shares covered by the awards.

F-49

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Stock-Based Compensation

Predecessor

The Predecessor sponsored an equity incentive plan to provide for the granting of stock-based compensation to certain officers and directors.

On April 30, 2012, in conjunction with the Acquisition, the Predecessor’s outstanding stock options were acquired for the fair value of the underlying equity instruments and cancelled. The Acquisition was a change of control event that accelerated vesting of the remaining stock options. The Predecessor recognized $3.4 million of stock-based compensation expense for the period from January 1, 2012 to April 30, 2012, including $2.8 million related to the accelerated vesting. The stock options were settled for $19.1 million as part of the Acquisition.

Successor

The Company sponsors an equity incentive plan (the 2012 Incentive Plan) which provides for the granting of stock options, stock appreciation rights, restricted stock and other stock-based awards to employees, non-employee directors and Company consultants. The Company has granted both time-based and performance-based stock options. The time-based awards vest in equal increments over four years in tranches for the awards granted to employees and five years in tranches for awards granted to non-employee directors and were valued using a closed form option-pricing model. The performance-based awards only vest when specific liquidity events, as defined, occur and were valued using a Monte Carlo simulation. The performance-based awards also contain a market condition in which the CCMP Stockholders, as defined, must receive a certain multiple of their initial investment in order for the awards to vest. The time-based awards also contain provisions that accelerate vesting of the awards upon the occurrence of a liquidity event, as defined. No compensation expense was recognized during any period for performance-based awards.

The models require the input of certain subjective assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate and (d) expected dividends. Due to the lack of a public market for the trading of the Company’s common stock and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The computation of expected volatility is based on the historical volatility of a representative group of companies with similar characteristics to the Company. The Company believes the group selected has sufficient similar economic and industry characteristics, and includes companies that are most representative of the Company. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based Payment, to calculate the expected term for the stock options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term of the performance-based options was based on the expected time to a liquidity event, as defined. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on its common stock.

F-50

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Stock-Based Compensation (continued)

The key assumptions utilized in determining the fair value of the awards granted during the years ended December 31, 2014 and 2013 and the period from May 1, 2012 (Change in Control Date) to December 31, 2012 are as follows for the various tranches:

	Time-Based Options
	Year ended December 31, 2014	Year ended December 31, 2013	Period from May 1 (Change in Control Date) to December 31, 2012
Assumptions:
Expected term (years)	2.07 – 7.50	2.81 – 7.50	3.30 – 7.50
Expected volatility	47.00 – 77.00%	64.00 – 84.00%	75.00 – 80.00%
Risk-free interest rate	0.46 – 2.31%	0.34 – 1.35%	0.46 – 1.44%
Expected dividend yield	—  %	—  %	—  %

	Performance-Based Options
	Year ended December 31, 2014	Year ended December 31, 2013	Period from May 1 (Change in Control Date) to December 31, 2012
Assumptions:
Expected term (years)	2.07 – 4.30	2.80 – 3.80	3.30 – 4.30
Expected volatility	44.00 – 74.00%	64.00 – 83.00%	72.20 – 108.50%
Risk-free interest rate	0.29 – 3.09%	0.34 – 2.50%	0.45 – 2.72%
Expected dividend yield	—  %	—  %	—  %

The estimated grant date fair value of the Company’s common stock, as determined by the Company’s Board of Directors, which in part relied upon a valuation from a third-party specialist, approximated $1,000 during all periods presented. Accordingly, the strike prices for each respective grant were $1,000 and intrinsic values, if any, were determined to be insignificant rounding differences. Additionally, all awards granted for the periods presented expire ten years from the grant date. The total fair value of the time-based stock options granted is being recognized into compensation expense over the requisite service period and totaled $4.8 million and $3.7 million for the years ended December 31, 2014 and 2013, respectively, and $1.3 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012.

At December 31, 2014, the time-based stock options had unrecognized compensation expense related to nonvested options of $10.8 million which is expected to be recognized over a weighted-average remaining period of 2.7 years. The performance-based stock options had unrecognized compensation expense of $9.0 million at December 31, 2014, which will only be recognized when a liquidity event occurs that causes the options to vest. Approximately $4.2 million is expected to be recognized into compensation expense in 2015 related to the time-based awards.

F-51

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. Stock-Based Compensation (continued)

A summary of the stock option activity under the 2012 Incentive Plan for the year ended December 31, 2014 is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value (In millions)
Outstanding at December 31, 2013		44,853		$	1,000.00
Granted		14,003			1,000.00
Exercised		(19	)		1,000.00
Expired		(510	)		1,000.00
Forfeited		(8,817	)		1,000.00
Outstanding at December 31, 2014		49,510		$	1,000.00		8.0	$	—
Exercisable at December 31, 2014		9,212		$	1,000.00		6.3	$	—
Options expected to vest		29,831		$	1,000.00		7.7	$	—

At December 31, 2014, there were 30,438 time-based stock options and the weighted-average grant-date fair value of time-based stock options granted during the years ended December 31, 2014 and 2013 was $671.30 and $693.36, respectively, and $676.97 for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. As of December 31, 2014, there were 19,072 performance-based stock options outstanding and the weighted-average grant-date fair value of performance-based stock options granted during the years ended December 31, 2014 and 2013 was $473.58 and $483.53, respectively, and $553.26 for the period from May 1, 2012 (Change in Control Date) to December 31, 2012.

Restricted stock

In connection with the Acquisition, the Company issued 1,500 shares of restricted common stock with a vesting period of one year and an estimated fair value of $1,000.00 per share to the former Chief Executive Officer (CEO). On September 19, 2012, the former CEO’s employment was terminated, resulting in the immediate vesting of the restricted common stock pursuant to the original terms of the agreement and the acceleration of the unrecognized compensation expense. On October 4, 2012, the Company issued 1,000 shares of restricted common stock with a vesting period of one year and an estimated fair value of $1,000.00 per share. The Company recorded $0.8 million of compensation expense for the year ended December 31, 2013 and $1.7 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012.

10. Derivative Financial Instruments

In the normal course of business, including the purchasing of materials and selling of products, the Company is exposed to certain risks related to fluctuations in foreign currency exchange rates. The Company uses foreign currency forward contracts to manage risks from these market fluctuations. The Company currently hedges its risk relative to fluctuations in the Canadian dollar and Japanese yen for forecasted cash outflows denominated in these currencies. The Company had foreign currency forward contracts denominated in these currencies outstanding with notional amounts totaling $29.3 million and $46.3 million at December 31, 2014 and 2013, respectively. As of December 31, 2014, all of the Company’s outstanding instruments mature within the next 12 months.

F-52

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Derivative Financial Instruments (continued)

The Company’s derivative instruments discussed above are designated as cash flow hedges and the fair value of these derivative instruments at December 31, 2014 and 2013 was $3.1 million and $2.1 million, respectively, which is included in other current liabilities.

The following table provides the effect of the Company’s designated cash flow hedges on the Company’s Consolidated Financial Statements for the years ended December 31, 2014 and 2013 and the period from May 1, 2012 (Change in Control Date) to December 31, 2012:

Type of instrument:	Gain (Loss) Recognized in OCI on Derivative (Effective Portion)			Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
2014:
Foreign exchange contract	$	(3.7	)	$	(3.0	)
2013:
Foreign exchange contract	$	(2.8	)	$	(1.0	)
2012:
Foreign exchange contract	$	—		$	—

All gains (losses) that are reclassified from accumulated other comprehensive income (loss) into income (effective portion) are classified in loss (gain) on currency translation or cost of sales within the Consolidated Statements of Operations. The gain (loss) recognized related to the ineffective portion of the derivative instruments was immaterial for all periods presented. As of December 31, 2014, deferred losses of $3.1 million on derivative instruments included in accumulated other comprehensive income (loss) are expected to be reclassified into earnings during the next 12 months. During 2014 and 2013, the Company recorded a net loss of $3.0 million and $1.0 million, respectively, related to the settlement of forward contracts which were designated as cash flow hedges.

The classification of fair value measurements within the established three-level hierarchy is based upon the lowest level of input that is significant to that measurement. The fair values of the Company’s derivatives instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. There were no transfers between the three levels of the fair value hierarchy during any period presented. The derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 were as follows:

	Total		Level 1		Level 2		Level 3
(Dollars in Millions)
December 31, 2014
Foreign currency forward contracts (liability position)	$	3.1	$	—	$	3.1	$	—
December 31, 2013
Foreign currency forward contracts (liability position)	$	2.1	$	—	$	2.1	$	—

The Company also enters into derivative instruments (forwards) to economically hedge the impact of fluctuations in the Indian rupee. During the years ended December 31, 2014 and 2013, the Company recognized

F-53

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. Derivative Financial Instruments (continued)

a gain of $0.6 million and $0.3 million, respectively, related to changes in fair value of these derivative instruments not designated as hedges, compared to a gain of $0.2 million for the period in from May 1 (Change in Control Date) to December 31, 2012. The Predecessor recognized a gain of $0.1 million for the period from January 1 to April 30, 2012. These gains and losses are recognized immediately within the Consolidated Statement of Operations and are classified within loss (gain) on currency translation. The fair value of these derivative instruments not designated as hedges as December 31, 2014 was de minimis.

11. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss):

	Foreign Currency Translation			Unrecognized Post- Retirement Plan Losses			Derivative Financial Instruments			Total
Balance at December 31, 2012	$	(0.3	)	$	(0.5	)	$	—		$	(0.8	)
Other comprehensive income (loss) before reclassifications		4.0			(1.1	)		(2.5	)		0.4
Amounts reclassified from accumulated other comprehensive income (loss)		—			0.1			0.7			0.8
Other comprehensive income (loss)		4.0			(1.0	)		(1.8	)		1.2
Balance at December 31, 2013		3.7			(1.5	)		(1.8	)		0.4
Other comprehensive income (loss) before reclassifications		(49.1	)		(4.1	)		(3.7	)		(56.9	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			—			2.4			2.4
Other comprehensive income (loss)		(49.1	)		(4.1	)		(1.3	)		(54.5	)
Balance at December 31, 2014	$	(45.4	)	$	(5.6	)	$	(3.1	)	$	(54.1	)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss) during the years ended December 31, 2014 and 2013:

	Classification of Expense			Year ended December 31,
				2014			2013
Unrealized pension and post-retirement obligations:
Adjustment of pension and post-retirement obligations		(a	)	$	—		$	(0.1	)
Tax benefit (expense)		(b	)		—			—
Adjustment of pension and post-retirement obligations, net of tax					—			(0.1	)
Derivative financial instruments:
Loss on derivative financial instruments		(c	)		(3.0	)		(1.0	)
Tax benefit (expense)		(b	)		0.6			0.3
Loss on derivative financial instruments, net of tax					(2.4	)		(0.7	)
Total reclassifications from accumulated other comprehensive income (loss)				$	(2.4	)	$	(0.8	)

F-54

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Accumulated Other Comprehensive Income (Loss) (continued)

(a) Amount is included in the calculation of pension cost within cost of sales and selling, general and administrative expense on the accompanying Consolidated Statement of Operations. See Note 6.

(b) These amounts are included in income tax expense on the accompanying Consolidated Statement of Operations.

(c) Amount is included in cost of sales and loss (gain) on currency translation on the accompanying Consolidated Statement of Operations.

12. Related-Party Transaction

CCMP and the Chairman of the Board were paid a total of $5.2 million when the Acquisition closed. The Company executed a management agreement with CCMP on April 30, 2012 that provides a management fee to CCMP. The Company incurred $0.5 million of expense per year for the years ended December 31, 2014 and 2013 and $0.3 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012 related to the management agreement and these costs are included within selling, general and administrative expense within the Consolidated Statements of Operations.

On September 19, 2012, the Company’s former Chief Executive Officer’s employment was terminated. The costs related to his termination were accrued as of that date and are recorded in officer severance costs on the Consolidated Statements of Operations. These costs represent severance, medical and dental coverage, and the immediate vesting of restricted stock as stipulated by his employment agreement.

13. Commitments and Contingencies

The Company is obligated under various non-cancelable operating leases for equipment and facilities, some of which contain renewal options. At December 31, 2014, future minimum lease commitments under non-cancelable operating leases were approximately $25.5 million with required payments of $10.3 million in 2015, $7.6 million in 2016, $5.5 million in 2017, $1.6 million in 2018, $0.4 million in 2019, and $0.1 million thereafter. The Company recorded $11.8 million and $10.9 million of rent expense for the years ended December 31, 2014 and 2013, respectively, and $5.3 million for the period from May 1, 2012 (Change in Control Date) to December 31, 2012. The Predecessor recorded $2.6 million of rent expense for the period from January 1, 2012 to April 30, 2012.

The Company is involved in environmental remedial investigations and actions at certain locations where the Company has been designated a potentially liable party. The Company is also from time to time involved in various other loss contingencies, including tax and legal contingencies that arise during the normal course of business. The Company accrues for a loss contingency when it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. Accruals for estimated losses from environmental remediation obligations are recognized no later than the completion of a remediation feasibility study. The accruals are adjusted as further information becomes available or circumstances change. Environmental costs have not been material at the Company’s sites. At this time, the Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a materially adverse effect on the Company’s results of operations or financial condition. However, the outcome of any litigation cannot be predicted with certainty. An unfavorable resolution of one or more pending matters could have a materially adverse impact on the Company’s results of operations or financial condition in the future.

F-55

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. Business Segment Information

The Company’s operations are principally managed based upon the products that are produced and are comprised of three operating segments, which are the same as the Company’s reportable segments: Advanced Plastic Processing Technologies, Melt Delivery and Control Systems, and Fluid Technologies. The factors for determining the Company’s reportable segments include the manner in which management evaluates performance combined with the nature of the individual business activities. The Company evaluates the performance of its segments based on net sales and operating earnings. Operating earnings includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segments. Operating earnings for each segment excludes items that are of a non-operating nature or are of a corporate or functional governance nature. Costs excluded from segment operating earnings include interest expense, income taxes and various corporate expenses such as transaction costs associated with the acquisition of certain businesses, share-based compensation expense and other separately managed general and administrative costs. The effects of intersegment transactions have been eliminated.

The Advanced Plastic Processing Technologies segment is a global leader in the manufacture, distribution and service of equipment and products used in the plastic technology and processing industry, including injection molding, blow molding and extrusion applications with its principal operations located in the U.S., Germany, Italy and India. The segment also sells specialty and peripheral equipment for plastic processing as well as replacement parts for machinery products. The Melt Delivery and Control Systems segment, which has major operations in the U.S., Canada, Germany and China, is a global leader in the manufacture of plastic delivery and precision control systems which are recurring, consumable sales for injection molding applications. The Melt Delivery and Control segment sells highly engineered, technically advanced hot runner systems, process control systems, mold bases, mold components, aftermarket parts and related technologies and services for injection molding, as well as maintenance, repair and operating supplies for plastic processing operations. The Fluid Technologies segment has major blending facilities in the U.S., The Netherlands and South Korea and is a leading manufacturer of premium coolants, lubricants, process cleaners and corrosion inhibitors that are used in a variety of metalworking industries.

The following table summarizes total assets by segment:

	December 31,
	2014		2013
	(Dollars in Millions)
Advanced Plastic Processing Technologies	$	460.9	$	405.7
Melt Delivery and Control Systems		1,112.1		1,140.3
Fluid Technologies		150.2		163.9
Corporate		67.5		84.3
Total assets	$	1,790.7	$	1,794.2

The following table summarizes long-lived assets by segment:

	December 31,
	2014		2013
	(Dollars in Millions)
Advanced Plastic Processing Technologies	$	98.3	$	82.6
Melt Delivery and Control Systems		97.6		99.3
Fluid Technologies		17.1		18.6
Corporate		3.9		3.1
Total long-lived assets	$	216.9	$	203.6

F-56

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. Business Segment Information (continued)

The following tables summarize segment information:

	Successor									Predecessor
	Year ended December 31, 2014			Year ended December 31, 2013			Period from May 1 (Change in Control Date) to December 31, 2012			Period from January 1 to April 30, 2012
(Dollars in Millions)
Net sales to external customers:
Advanced Plastic Processing Technologies	$	675.8		$	580.1		$	407.2		$	177.9
Melt Delivery and Control Systems		406.7			320.5			76.1			38.9
Fluid Technologies		128.8			128.2			88.4			43.9
Total Sales	$	1,211.3		$	1,028.8		$	571.7		$	260.7
Operating earnings:
Advanced Plastic Processing Technologies	$	51.9		$	34.1		$	16.6		$	13.2
Melt Delivery and Control Systems		57.2			28.8			3.7			5.0
Fluid Technologies		13.5			12.4			9.6			6.3
Corporate		(40.9	)		(21.0	)		(26.7	)		(10.1	)
Operating earnings	$	81.7		$	54.3		$	3.2		$	14.4
Capital expenditures:
Advanced Plastic Processing Technologies	$	22.9		$	15.4		$	6.5		$	3.8
Melt Delivery and Control Systems		15.8			11.7			2.0			0.4
Fluid Technologies		1.8			2.1			2.7			0.7
Corporate		0.9			0.8			0.6			—
Total capital expenditures	$	41.4		$	30.0		$	11.8		$	4.9
Depreciation and amortization:
Advanced Plastic Processing Technologies	$	22.6		$	25.4		$	21.5		$	1.6
Melt Delivery and Control Systems		39.9			36.4			7.0			0.4
Fluid Technologies		8.9			11.1			8.6			0.6
Corporate		0.2			0.3			0.1			—
Total depreciation and amortization	$	71.6		$	73.2		$	37.2		$	2.6

F-57

MILACRON HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. Business Segment Information (continued)

The following tables summarize net sales to external customers and long-lived assets by geographic region:

	Successor						Predecessor
	Year ended December 31, 2014		Year ended December 31, 2013		Period from May 1 (Change in Control Date) to December 31, 2012		Period from January 1 to April 30, 2012
(Dollars in Millions)
Net sales to external customers:
United States	$	541.6	$	456.4	$	296.7	$	126.0
Rest of World		669.7		572.4		275.0		134.7
Total net sales to external customers	$	1,211.3	$	1,028.8	$	571.7	$	260.7

	December 31,
	2014		2013
(Dollars in Millions)
Long-lived assets
United States	$	72.8	$	61.9
Rest of World		144.1		141.7
Long-lived assets	$	216.9	$	203.6

F-58

MILACRON HOLDINGS CORP.

Schedule II—Valuation and Qualifying Accounts

			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Acquired Obligations		Deductions			Balance at End of Period
Valuation allowance for deferred tax assets:
Year Ended December 31, 2014	$	63.6		13.4		—		(11.7	)	$	65.3
Year Ended December 31, 2013	$	51.3		11.0		6.2		(4.9	)	$	63.6
Successor Period Ended December 31, 2012	$	37.3		19.8		—		(5.8	)	$	51.3
Predecessor Period Ended April 30, 2012	$	98.4		9.9		—		(14.0	)	$	94.3

F-59

Through and including                     , 2015 (the 25th day after the date of this prospectus), all dealers effecting transactions in the Common Stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

            Shares

Common Stock

P R O S P E C T U S

BofA Merrill Lynch

Barclays

J.P. Morgan

Baird

Credit Suisse

Goldman, Sachs & Co.

KeyBanc Capital Markets

William Blair

                    , 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses, other than underwriting commissions, expected to be incurred by us, or the Registrant, in connection with the issuance and distribution of the securities being registered under this Registration Statement are estimated to be as follows:

SEC Registration Fee	$	11,620
Financial Industry Regulatory Authority, Inc. Filing Fee		15,500
NYSE Listing Fee		*
Printing and Engraving		*
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Transfer Agent and Registrar Fees		*
Miscellaneous		*
Total	$	*

* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Registrant’s amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the Delaware General Corporation Law, as amended. The Registrant intends to enter into indemnification agreements with each of its directors and executive officers. These agreements, among other things, will require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive officer.

II-1

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

The Registrant expects to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to the Registrant’s directors and officers by the underwriters against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Equity Securities

In April 2012, we sold an aggregate of 188,000 shares of our common stock for $1,000 per share to affiliates of CCMP and 7,238.48 shares of our common stock for $1,000 per share to certain of our directors and members of management as part of the CCMP Acquisition.

In March 2013, we sold an aggregate of 275,000 shares of our common stock for $1,000 per share to affiliates of CCMP and 13,669.99 shares of our common stock for $1,000 per share to certain of our directors and members of management and certain directors and management of Mold-Masters as part of the acquisition of Mold-Masters.

Between April 2012 and March 2015, we sold an aggregate of 7,400.51 shares of our common stock for $1,000 per share to our directors and employees.

Between April 2012 and March 2015, we granted stock options to purchase an aggregate of 73,723.75 shares of our common stock each at an exercise price of $1,000 per share and 3,047 stock appreciation rights under our 2012 Equity Incentive Plan. Of these, 2,063.75 options were exercised and 19,296 options and 150 stock appreciation rights were forfeited upon the termination of employees.

The securities in all of the transactions listed above were issued in reliance on Section4(2) or Rule 701 promulgated under Section 3(b) of the Securities Act, as the sale of the security did not involve a public offering.

Debt Securities

We issued $275,000,000 principal amount of Senior Secured Notes to Merrill Lynch, Pierce Fenner & Smith Incorporated, RBC Capital Markets, LLC, Barclays Capital Inc. and KeyBanc Capital Markets Inc. on April 30, 2012 and $465,000,000 principal amount of 7.750% Senior Notes due 2021 to Merrill Lynch, Pierce Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., and SG Americas Securities, LLC on March 28, 2013.

Each of the above offerings of debt securities was offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act or to non-U.S. investors outside the United States in compliance with Regulation S of the Securities Act.

II-2

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

Exhibit Number	Description of Exhibits
1.1*	Form of Underwriting Agreement.
3.1	Form of Amended and Restated Certificate of Incorporation of Milacron Holdings Corp.
3.2	Form of Amended and Restated Bylaws of Milacron Holdings Corp.
4.1*	Form of Common Stock Certificate.
4.2**	Amended and Restated Stockholders’ Agreement, dated as of July 8, 2013, by and among Milacron Holdings Corp., certain stockholders of Milacron Holdings Corp., including CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II, L.P., certain funds affiliated with Alberta Investment Management Corporation, Ira Boots and the other stockholder party thereto.
4.3**	Amendment No. 1, dated as of March 20, 2015 to Amended and Restated Stockholders’ Agreement, dated as of July 8, 2013, by and among Milacron Holdings Corp., certain stockholders of Milacron Holdings Corp., including CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II, L.P., certain funds affiliated with Alberta Investment Management Corporation and the other stockholder party thereto.
4.4	Indenture, dated as of March 28, 2013, among Milacron LLC, Mcron Finance Corp., the guarantors from time to time party thereto and U.S. Bank National Association, as trustee.
5.1*	Opinion of Weil, Gotshal & Manges L.L.P.
10.1	Term Loan Agreement, dated as of May 14, 2015, by and among Milacron Intermediate Holdings Inc., Milacron LLC, the guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.
10.2	Amendment Agreement, dated as of May 14, 2015, by and among Milacron Intermediate Holdings Inc., Milacron LLC, Mold-Masters (2007) Limited, the U.S. and German subsidiaries of Milacron Intermediate Holdings Inc., Milacron Canada Corp. and Bank of America, N.A. as administrative agent for the lenders and as collateral agent for the secured parties.
10.3	Security Agreement, dated as of May 14, 2015, by and among Milacron Intermediate Holdings Inc., Milacron LLC, the other grantors party thereto and JP Morgan Chase Bank, N.A., as collateral agent for the secured parties.
10.4**	Milacron Holdings Corp. Amended and Restated 2012 Equity Incentive Plan.
10.5	Form of 2015 Equity Incentive Plan.
10.6	Form of Annual Bonus Plan.
10.7*	Employment Agreement, dated as of October 4, 2014, between Milacron Intermediate Holdings Inc. and Thomas Goeke.
10.8*	Employment Agreement, dated as of May 1, 2014, between Milacron Intermediate Holdings Inc. and John Gallagher III.
10.9*	Employment Agreement, dated as of March 20, 2013, between Milacron UK Limited and Ron Krisanda.
10.10*	Offer Letter to Bruce Chalmers, dated October 13, 2013.
10.11*	Form of Severance Agreement, between Milacron Intermediate Holdings Inc. and Bruce Chalmers.
10.12*	Amended and Restated Employment Agreement, dated as of April 30, 2012, between Milacron Intermediate Holdings Inc. and John Francy.

II-3

Exhibit Number	Description of Exhibits
10.13*	Separation Agreement, dated as of December 11, 2014, between Milacron Intermediate Holdings Inc. and John Francy.
10.14*	Form of Indemnification Agreement between Milacron Holdings Corp. and each of its officers and directors.
10.15*	Amended and Restated Chairman Services Agreement between Milacron Holdings Corp. and Ira Boots.
21.1**	List of Subsidiaries of Milacron Holdings Corp.
23.1	Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm, relating to Milacron Holdings Corp.
23.2*	Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5.1 hereto).
24.1**	Power of Attorney (included on signature page to the Registration Statement).

* To be filed by amendment.

** Previously filed.

(b) Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on May 29, 2015.

Milacron Holdings Corp.
By:	/s/ Bruce Chalmers

Name: Bruce Chalmers

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 29, 2015.

Signature	Title
/s/ Tom Goeke Tom Goeke	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Bruce Chalmers Bruce Chalmers	Chief Financial Officer (Principal Financial and Accounting Officer)
* Ira Boots	Director
* Greg Brenneman	Director
* Waters Davis	Director
* Jim Gentilcore	Director
* Mark McFadden	Director
* Timothy Walsh	Director
* Jim Kratochvil	Director
* James Ridout	Director

*By	/s/ Bruce Chalmers
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
1.1*	Form of Underwriting Agreement.
3.1	Form of Amended and Restated Certificate of Incorporation of Milacron Holdings Corp.
3.2	Form of Amended and Restated Bylaws of Milacron Holdings Corp.
4.1*	Form of Common Stock Certificate.
4.2**	Amended and Restated Stockholders’ Agreement, dated as of July 8, 2013, by and among Milacron Holdings Corp., certain stockholders of Milacron Holdings Corp., including CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II, L.P., certain funds affiliated with Alberta Investment Management Corporation, Ira Boots and the other stockholder party thereto.
4.3**	Amendment No. 1, dated as of March 20, 2015 to Amended and Restated Stockholders’ Agreement, dated as of July 8, 2013, by and among Milacron Holdings Corp., certain stockholders of Milacron Holdings Corp., including CCMP Capital Investors II, L.P., CCMP Capital Investors (Cayman) II, L.P., certain funds affiliated with Alberta Investment Management Corporation and the other stockholder party thereto.
4.4	Indenture, dated as of March 28, 2013, among Milacron LLC, Mcron Finance Corp., the guarantors from time to time party thereto and U.S. Bank National Association, as trustee.
5.1*	Opinion of Weil, Gotshal & Manges L.L.P.
10.1	Term Loan Agreement, dated as of May 14, 2015, by and among Milacron Intermediate Holdings Inc., Milacron LLC, the guarantors party thereto, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.
10.2	Amendment Agreement, dated as of May 14, 2015, by and among Milacron Intermediate Holdings Inc., Milacron LLC, Mold-Masters (2007) Limited, the U.S. and German subsidiaries of Milacron Intermediate Holdings Inc., Milacron Canada Corp. and Bank of America, N.A. as administrative agent for the lenders and as collateral agent for the secured parties.
10.3	Security Agreement, dated as of May 14, 2015, by and among Milacron Intermediate Holdings Inc., Milacron LLC, the other grantors party thereto and JP Morgan Chase Bank, N.A., as collateral agent for the secured parties.
10.4**	Milacron Holdings Corp. Amended and Restated 2012 Equity Incentive Plan.
10.5	Form of 2015 Equity Incentive Plan.
10.6	Form of Annual Bonus Plan.
10.7*	Employment Agreement, dated as of October 4, 2014, between Milacron Intermediate Holdings Inc. and Thomas Goeke.
10.8*	Employment Agreement, dated as of May 1, 2014, between Milacron Intermediate Holdings Inc. and John Gallagher III.
10.9*	Employment Agreement, dated as of March 20, 2013, between Milacron UK Limited and Ron Krisanda.
10.10*	Offer Letter to Bruce Chalmers, dated October 13, 2013.
10.11*	Form of Severance Agreement, between Milacron Intermediate Holdings Inc. and Bruce Chalmers.
10.12*	Amended and Restated Employment Agreement, dated as of April 30, 2012, between Milacron Intermediate Holdings Inc. and John Francy.
10.13*	Separation Agreement, dated as of December 11, 2014, between Milacron Intermediate Holdings Inc. and John Francy.

Exhibit Number	Description of Exhibits
10.14*	Form of Indemnification Agreement between Milacron Holdings Corp. and each of its officers and directors.
10.15*	Amended and Restated Chairman Services Agreement between Milacron Holdings Corp. and Ira Boots.
21.1**	List of Subsidiaries of Milacron Holdings Corp.
23.1	Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm, relating to Milacron Holdings Corp.
23.2†	Consent of Weil, Gotshal & Manges LLP (included in the opinion filed as Exhibit 5.1 hereto).
24.1**	Power of Attorney (included on signature page to the Registration Statement).

* To be filed by amendment.

** Previously filed

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF MILACRON HOLDINGS CORP.

(Under Sections 242 and 245 of the

Delaware General Corporation Law)

Milacron Holdings Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:

FIRST. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on March 16, 2012 under the name Mcron Acquisition Corp. The Corporation amended and restated that Certificate of Incorporation on April 11, 2012; and amended its Amended and Restated Certificate of Incorporation on April 27, 2012; further amended its Amended and Restated Certificate of Incorporation on March 7, 2013; further amended its Amended and Restated Certificate of Incorporation on March 26, 2015; and further amended its Amended and Restated Certificate of Incorporation on [•], 2015 (as amended to date, the “Previous Certificate of Incorporation”).

SECOND. The Board of Directors of the Corporation (the “Board of Directors”) adopted resolutions proposing to amend and restate the Previous Certificate of Incorporation in its entirety, and the requisite stockholders of the Corporation have duly approved the amendment and restatement.

THIRD. Pursuant to Sections 242 and 245 of the DGCL, this Second Amended and Restated Certificate of Incorporation (this “Certificate”) restates, integrates and further amends the Certificate of Incorporation of the Corporation to read in its entirety as follows:

ARTICLE I 

1.1 Name. The name of the Corporation is:

Milacron Holdings Corp.

ARTICLE II

2.1 Address. The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

3.1 Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation shall have all of the powers conferred on corporations by the DGCL and other applicable law.

ARTICLE IV

4.1 Authorized Shares. The total number of shares of capital stock that the Corporation shall have authority to issue is [•] shares, of which (i) [•] shares shall be designated common stock, par value $0.01 per share (“Common Stock”), and (ii) ten thousand (10,000) shares shall be designated shares of preferred stock, par value [•] per share (the “Preferred Stock”). Notwithstanding anything to the contrary contained herein, the rights and preferences of the Common Stock shall at all times be subject to the rights and preferences of the Preferred Stock as may be set forth in one or more certificates of designations filed with the Secretary of State of the State of Delaware from time to time in accordance with the DGCL and this Certificate. The number of authorized shares of Preferred Stock and Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of stock entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class or series shall be required therefor.

4.2 Common Stock. The Common Stock shall have the following powers, designations, preferences and rights and qualifications, limitations and restrictions:

(a) Voting. Each holder of record of shares of Common Stock shall be entitled to vote at all meetings of the stockholders of the Corporation and shall have one vote for each share of Common Stock held of record by such holder of record as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation; provided, however, that to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Second Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series or class of Preferred Stock) that relates solely to the terms of one or more outstanding series or class(es) of Preferred Stock if the holders of such affected series or class(es) of Preferred Stock are entitled, either separately or together with the holders of one or more other such series or class(es), to vote thereon pursuant to applicable law or this Second Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series or class of Preferred Stock).

(b) Dividends and Distributions. Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or stock as may be declared on the Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions.

2

(c) Liquidation, etc. Subject to the prior rights of creditors of the Corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the Corporation, and subject to the other sentences of this clause (c), in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of Common Stock shall be entitled to receive their ratable and proportionate share of the remaining assets of the Corporation.

(d) No holder of shares of Common Stock shall have cumulative voting rights.

(e) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights pursuant to this Certificate.

4.3 Preferred Stock. The Board of Directors is hereby expressly authorized, to the fullest extent as may now or hereafter be permitted by the DGCL, by resolution or resolutions, at any time and from time to time, to provide for the issuance of a share or shares of Preferred Stock in one or more series or classes and to fix for each such series or class (i) the number of shares constituting such series or class and the designation of such series or class, (ii) the voting powers (if any), whether full or limited, of the shares of such series or class, (iii) the powers, preferences, and relative, participating, optional or other special rights of the shares of each such series or class, and (iv) the qualifications, limitations, and restrictions thereof, and to cause to be filed with the Secretary of State of the State of Delaware a certificate of designation with respect thereto. Without limiting the generality of the foregoing, to the fullest extent as may now or hereafter be permitted by the DGCL, the authority of the Board of Directors with respect to the Preferred Stock and any series or class thereof shall include, but not be limited to, determination of the following:

(a) the number of shares constituting any series or class and the distinctive designation of that series or class;

(b) the dividend rate or rates on the shares of any series or class, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series or class;

(c) whether any series or class shall have voting rights, in addition to the voting rights provided by applicable law, and, if so, the number of votes per share and the terms and conditions of such voting rights;

(d) whether any series or class shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate upon such events as the Board of Directors shall determine;

(e) whether the shares of any series or class shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f) whether any series or class shall have a sinking fund for the redemption or purchase of shares of that series or class, and, if so, the terms and amount of such sinking fund;

3

(g) the rights of the shares of any series or class in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series or class; and

(h) any other powers, preferences, rights, qualifications, limitations, and restrictions of any series or class.

The powers, preferences and relative, participating, optional and other special rights of the shares of each series or class of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series or classes at any time outstanding. Unless otherwise provided in the resolution or resolutions providing for the issuance of such series or class of Preferred Stock, shares of Preferred Stock, regardless of series or class, which shall be issued and thereafter acquired by the Corporation through purchase, redemption, exchange, conversion or otherwise shall return to the status of authorized but unissued Preferred Stock, without designation as to series or class of Preferred Stock, and the Corporation shall have the right to reissue such shares.

4.4 Power to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration and for such corporate purposes, as the Board of Directors shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration and for such corporate purposes, as the Board of Directors shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

ARTICLE V

5.1 Powers of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) or the Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock).

5.2 Number of Directors. The total number of directors constituting the entire Board of Directors shall be such number as may be fixed from time to time exclusively by resolution of at least a majority of the Board then in office.

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5.3 Classification. Subject to the terms of any one or more series or classes of Preferred Stock, and upon the effectiveness of this Certificate (the “Effective Time”), the directors of the Corporation shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors may assign members of the Board of Directors already in office to such classes as of the Effective Time. The term of office of the initial Class I directors shall expire at the first annual meeting of the stockholders following the Effective Time; the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Time; and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Time. At each annual meeting of stockholders, commencing with the first annual meeting of stockholders following the Effective Time, successors to the class of directors whose term expires at that annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes in such a manner as the Board of Directors shall determine so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

5.4 Removal of Directors. Subject to the terms of any one or more series or classes of Preferred Stock, any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 5.4, “cause” shall mean, with respect to any director, (i) the willful failure by such director to perform, or the gross negligence of such director in performing, the duties of a director, (ii) the engaging by such director in willful or serious misconduct that is injurious to the Corporation or (iii) the conviction of such director of, or the entering by such director of a plea of nolo contendere to, a crime that constitutes a felony.

5.5 Term. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office. A director may resign at any time upon written notice to the Corporation.

5.6 Vacancies. Subject to the terms of any one or more series or classes of Preferred Stock, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors shall be filled only by the Board of Directors (and not by the stockholders), acting by a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next election of the class of directors to which such directors have been appointed and until their successors are duly elected and qualified.

5.7 Director Elections by Holders of Preferred Stock. Notwithstanding the foregoing, whenever the holders of any one or more series or classes of Preferred Stock shall have the right, voting separately by series or class, to elect one or more directors at an annual or special meeting of stockholders, the election, filling of vacancies, removal of directors and other features of such one or more directorships shall be governed by the terms of such one or more series or classes of Preferred Stock to the extent permitted by law.

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5.8 Officers. Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Corporation.

ARTICLE VI

6.1 Elections of Directors. Elections of directors need not be by written ballot except and to the extent provided in the Bylaws of the Corporation.

6.2 Advance Notice. Advance notice of nominations for the election of directors or proposals of other business to be considered by stockholders, made other than by the Board of Directors or a duly authorized committee thereof or any authorized officer of the Corporation to whom the Board of Directors or such committee shall have delegated such authority, shall be given in the manner provided in the Bylaws of the Corporation. Without limiting the generality of the foregoing, the Bylaws may require that such advance notice include such information as the Board of Directors may deem appropriate or useful.

6.3 No Stockholder Action by Consent. Subject to the terms of any one or more series or classes of Preferred Stock, from and after the time that CCMP Capital Investors II, L.P., a Delaware limited partnership and CCMP Capital Investors (Cayman) II, L.P., a Cayman Islands exempted limited partnership (collectively, the “Sponsor”), and PE12GVPE (Talon) Ltd. and PE12PXPE (Talon) Ltd. (collectively, the “AIMCo Investor”), and their respective affiliates, collectively beneficially own (as determined in accordance with Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) less than 50.1% of the then outstanding shares of the Common Stock, then any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders of the Corporation and may not be effected by any written consent in lieu of a meeting by such stockholders, unless the directors then in office unanimously recommend that such action be permitted to be taken by written consent of stockholders. In the event that an action is permitted to be taken by written consent of stockholders in accordance with this Section 6.3 and a signed written consent(s) (and any related revocation(s)) is (are) delivered to the Corporation in the manner provided by applicable law, the Corporation may engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. In the event the Corporation engages such inspectors, then for the purpose of permitting the inspectors to perform such review no action by written consent in lieu of a meeting of stockholders shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with applicable law have been obtained to take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders, and such action by written consent will take effect as of the date and time of the certification of the written consents and will not relate back to the date the written consents to take action were delivered to the Corporation. For purposes of this Section 6.3, Section 6.5, Section 7.2(c) and Article X below, “affiliates” shall mean, with respect to a given person, any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified; provided, however, that for the purposes of this definition (i) the Corporation, its subsidiaries and any entities (including corporations,

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partnerships, limited liability companies or other persons) in which the Corporation or its subsidiaries hold, directly or indirectly, an ownership interest shall not be deemed to be “affiliates” of one another; provided, further, that no “portfolio company” (as such term is customarily used among institutional investors) of the Sponsor or any entity controlled by any portfolio company of the Sponsor or of the AIMCo Investor or any entity controlled by any portfolio company of the AIMCo Investor shall constitute an affiliate of the Sponsor or the AIMCo Investor, as applicable. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any person means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or otherwise.

6.4 Postponement, Conduct and Adjournment of Meetings. Any meeting of stockholders may be postponed by action of the Board of Directors at any time in advance of such meeting. The Board of Directors shall have the power to adopt such rules and regulations for the conduct of the meetings and management of the affairs of the Corporation as they may deem proper and the power to adjourn any meeting of stockholders without a vote of the stockholders, which powers may be delegated by the Board of Directors to the Chairperson of such meeting in either such rules and regulations or pursuant to the Bylaws of the Corporation.

6.5 Special Meetings of Stockholders. Subject to the terms of any one or more series or classes of Preferred Stock, special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called at any time, but only by or at the direction of a majority of the directors then in office, the Chairperson of the Board or the Chief Executive Officer of the Corporation, except as otherwise provided in the Corporation’s Bylaws. The ability of stockholders to call a special meeting of stockholders is specifically denied from and after the time that the Sponsor and the AIMCo Investor, and their affiliates collectively beneficially own (as shall be determined in accordance with Rules 13d-3 and 13d-5 of the Exchange Act) less than 50.1% of the then outstanding shares of the Common Stock

ARTICLE VII

7.1 Limited Liability of Directors. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no director of the Corporation shall have any personal liability to the Corporation or any of its stockholders for monetary damages for any breach of fiduciary duty as a director. If the DGCL is amended hereafter to permit the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any alteration, amendment, addition to or repeal of this Section 7.1, or adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Section 7.1, shall not adversely affect any right or protection of a director of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.

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7.2 Mandatory Indemnification and Advancement of Expenses. The Corporation shall indemnify and provide advancement to any Indemnitee (as defined below) to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification and advancement obligations, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 7.2 if, by reason of his or her Corporate Status (as defined below), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined below) other than a Proceeding by or in the right of the Corporation (with the approval of the Corporation’s Board of Directors). Pursuant to this Section 7.2(a), any Indemnitee shall be indemnified against all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 7.2, if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation. Pursuant to this Section 7.2(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

(c) Sponsor/AIMCo Investor Directors. The Corporation hereby acknowledges that the directors that are partners or employees of the Sponsor (“Sponsor Directors”) or the AIMCo Investor have certain rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor and certain affiliates or the AIMCo Investor that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with, the Sponsor (collectively, the “Fund Indemnitors”) or the AIMCo Investor. The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Sponsor Directors or the AIMCo Investor are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Sponsor Directors or the AIMCo Investor are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Sponsor Directors or the

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AIMCo Investor and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this paragraph and the bylaws of the Corporation from time to time (or any other agreement between the Corporation and the Sponsor Directors or the AIMCo Investor), without regard to any rights the Sponsor Directors or the AIMCo Investor may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Sponsor Directors or the AIMCo Investor with respect to any claim for which such Sponsor Directors or the AIMCo Investor has sought indemnification from the Corporation shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Sponsor Directors or the AIMCo Investor against the Corporation. The Corporation and the Sponsor Directors and the AIMCo Investor agree that the Fund Indemnitors are express third party beneficiaries of the terms of this paragraph.

(d) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article VII, to the extent that any Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If such Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7.3 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

7.3 Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and advancement of expenses to employees and agents of the Corporation.

7.4 Advancement of Expenses. Notwithstanding any other provision of this Article VII, the Corporation shall advance all Expenses incurred by or on behalf of any Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding, and regardless of such Indemnitee’s ability to repay any such amounts in the event of an ultimate determination that Indemnitee is not entitled thereto. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 7.5 shall be unsecured and interest free.

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7.5 Non-Exclusivity. The rights to indemnification and to the advance of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under applicable law, this Certificate, the Bylaws of the Corporation, any agreement, vote of stockholders, resolution of directors or otherwise. The assertion or employment of any right or remedy in this Article VII, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

7.6 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

7.7 Exception to Rights of Indemnification and Advancement. Notwithstanding any provision in this Article VII, the Corporation shall not be obligated by this Article VII to make any indemnity or advancement in connection with any claim made against an Indemnitee:

(a) subject to Section 7.2(c) for which payment has actually been made to or on behalf of such Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;

(c) for reimbursement to the Corporation of any bonus or other incentive-based or equity based compensation or of any profits realized by Indemnitee from the sale of securities of the Corporation in each case as required under the Exchange Act; or

(d) in connection with any Proceeding (or any part of any Proceeding) initiated by such Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the Corporation or its directors, officers, employees or other indemnitees, unless (i) the Corporation has joined in or prior to its initiation the Board of Directors authorized such Proceeding (or any part of such Proceeding), (ii) the Corporation provides the indemnification or advancement, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, or (iii) the Proceeding is one to enforce such Indemnitee’s rights under this Article VII or Article VI of the Bylaws or any other rights to which Indemnitee may at any time be entitled under applicable law or agreement.

7.8 Definitions. For purposes of this Article VII:

(a) “Corporate Status” describes the status of an individual who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Corporation or of any other Enterprise that such individual is or was serving at the request of the Corporation.

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(b) “Enterprise” shall mean the Corporation and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Corporation (or any of their wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(c) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Article VII, ERISA excise taxes and penalties, and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including, without limitation, reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Corporation or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(d) “Indemnitee” means any current or former director or officer of the Corporation; and

(e) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or agent of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Article VII. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this Article VII.

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7.9 Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 7.8 of this Article VII, and notwithstanding the absence of any determination thereunder, any Indemnitee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 7.2 of this Article VII. The basis of such indemnification by a court shall be a determination by such court that indemnification of Indemnitee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.2(a) or Section 7.2(b) of this Article VII, as the case may be. The absence of any determination thereunder shall not be a defense to such application or create a presumption that Indemnitee has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 7.10 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, Indemnitee shall also be entitled to be paid the Expenses of prosecuting such application.

7.10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 Amendment of Article VII. No alteration, amendment, addition to or repeal of this Article VII, nor the adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article VII or Article VI of the Bylaws, shall adversely affect any rights to indemnification and to the advancement of expenses of a director or officer (or, as authorized by the Board pursuant to Section 7.4, of an employee or agent) of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to any acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.

ARTICLE VIII

8.1 Delaware. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE IX

9.1 Amendments to Bylaws. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered to make, alter, amend, add to or repeal any and all Bylaws of the Corporation by a majority of the directors then in office. Notwithstanding anything to the contrary contained in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock), the affirmative vote of the holders of at least 66 2/3% of the voting power of the Corporation’s then outstanding shares, voting together as a single class, shall be required for the stockholders to make, alter, amend, add to or repeal any or all Bylaws of the Corporation or to adopt any provision inconsistent therewith.

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ARTICLE X 

10.1 Section 203 of the DGCL. The Corporation shall not be governed by Section 203 of the DGCL (“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation, until the moment in time immediately following the time at which both of the following conditions exist (if ever): (A) Section 203 by its terms would, but for the provisions of this Article X, apply to the Corporation; and (B) there occurs a transaction following the consummation of which the Sponsor and the affiliates of the Sponsor own (as defined in Section 203) collectively less than 5% of the voting power of the Corporation’s then outstanding shares of voting stock (as defined in Section 203) of the Corporation, and the Corporation shall thereafter be governed by Section 203 if and for so long as Section 203 by its terms shall apply to the Corporation.

10.2 Corporate Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL and except as may be otherwise expressly agreed in writing by the Corporation and the Sponsor or the AIMCo Investor, as the case may be, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities, which are from time to time presented to the Sponsor, or the AIMCo Investor, as the case may be, or any of its respective managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person or entity shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person or entity pursues or acquires such business opportunity, directs such business opportunity to another person or entity or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Neither the alteration, amendment, addition to or repeal of this Article X, nor the adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article X, shall eliminate or reduce the effect of this Article X in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article X, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.

10.3 Amendments to Article X. Notwithstanding anything to the contrary in this Certificate or the Bylaws of the Corporation, for as long as the Sponsor and the affiliates of the Sponsor collectively beneficially own shares of stock of the Corporation representing at least 10% of the Corporation’s then outstanding shares entitled to vote generally in the election of directors, this Article X shall not be amended, altered or revised, including by merger or otherwise, without the Sponsor’s prior written consent.

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ARTICLE XI

11.1 Forum. Unless the Corporation consents in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate (including as it may be amended from time to time), or the Bylaws, (D) any action to interpret, apply, enforce or determine the validity of the Corporation’s Certificate of Incorporation or the Bylaws, or (E) any action asserting a claim governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

ARTICLE XII

12.1 Amendment. The Corporation reserves the right, at any time and from time to time, to alter, amend, add to or repeal any provision contained in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) in any manner now or hereafter prescribed by law, and all rights, preferences, privileges and powers of any nature conferred upon stockholders, directors or any other persons herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock), and in addition to any other vote that may be required by law, the affirmative vote of the holders of at least 66 2/3% of the voting power of the Corporation’s then outstanding shares of stock, entitled to vote thereon, voting together as a single class, shall be required to alter, amend, add to or repeal, or to adopt any provision inconsistent with Sections 5.3, 5.4 and 5.6 of Article V, Sections 6.3 and 6.5 of Article VI, Article IX and Article XI, hereof, or this proviso of this Article XII.

ARTICLE XIII

13.1 Severability. If any provision (or any part thereof) of this Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate including, without limitation, each portion of any section of this Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf this [•] day of [•] 2015.

Milacron Holdings Corp.
By:
	Name:	[•]
	Title:	[•]

[SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MILACRON HOLDINGS CORP.]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

MILACRON HOLDINGS CORP.

(a Delaware corporation)

Effective [•], 2015

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings. The annual meeting of the stockholders of Milacron Holdings Corp. (the “Corporation”) the Corporation for the election of Directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, or, within the sole discretion of the board of directors of the Corporation (the “Board of Directors”), and subject to such guidelines and procedures as the Board of Directors may adopt, by means of remote communication and at such date and at such time, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

Section 1.02. Special Meetings. Subject to the terms of any one or more series or classes of preferred stock of the Corporation (the “Preferred Stock”), special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called at any time, but only by or at the direction of a majority of the directors then in office, the chairperson of the Board of Directors (the “Chairperson of the Board”) or the chief executive officer of the Corporation (the “Chief Executive Officer”). In addition, for as long as, and only if, CCMP Capital Investors II, L.P., a Delaware limited partnership and CCMP Capital Investors (Cayman) II, L.P., a Cayman Islands exempted limited partnership (collectively, the “Sponsor”) and PE12GVPE (Talon) Ltd. and PE12PXPE (Talon) Ltd. (collectively, the “AIMCo Investor”), and the Sponsor’s and the AIMCo Investor’s respective affiliates collectively, beneficially own (as shall be determined in accordance with Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at least 50.1% of the then outstanding shares of the common stock of the Corporation, the Sponsor may call a special meeting of the stockholders of the Corporation. Except as set forth in the preceding sentence, the ability of stockholders to call a special meeting of stockholders is specifically denied. Any such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, or, within the sole discretion of the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, by means of remote communication, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.03. No Stockholder Action by Consent. Subject to the terms of any one or more series or classes of Preferred Stock, from and after the time that the Sponsor, the AIMCo Investor, and the Sponsor’s and the AIMCo Investor’s respective affiliates, collectively beneficially own (as determined in accordance with Rules 13d-3 and 13d-5 of the Exchange Act) less than 50.1% of the then outstanding shares of the common stock of the Corporation, then any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders of the Corporation and may not be effected by any written consent in lieu of a meeting by such stockholders, unless the directors then in office unanimously recommend that such action be permitted to be taken by written consent of stockholders. In the event that an action is permitted to be taken by written consent of stockholders in accordance with this Section 1.03 and a signed written consent(s) (and any related revocation(s)) is (are) delivered to the Corporation in the manner provided by applicable law, the Corporation may engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. In the event the Corporation engages such inspectors, then for the purpose of permitting the inspectors to perform such review no action by written consent in lieu of a meeting of stockholders shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the Corporation in accordance with applicable law have been obtained to take the action specified in the consents, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders, and such action by written consent will take effect as of the date and time of the certification of the written consents and will not relate back to the date the written consents to take action were delivered to the Corporation. For purposes of this Article I, “affiliates” shall have the meaning set forth in Section 1.12(c)(iii) below; provided, however, that for the purposes of this definition the Corporation, its subsidiaries and any entities (including corporations, partnerships, limited liability companies or other persons) in which the Corporation or its subsidiaries hold, directly or indirectly, an ownership interest shall not be deemed to be “affiliates” of one another; provided, further, that no “portfolio company” (as such term is customarily used among institutional investors) of the Sponsor or any entity controlled by any portfolio company of the Sponsor or of the AIMCo Investor or any entity controlled by any portfolio company of the AIMCo Investor shall constitute an affiliate of the Sponsor or the AIMCo Investor, as applicable. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any person means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or otherwise.

Section 1.04. Notice of Meetings; Waiver.

(a) The secretary of the Corporation (the “Secretary”), any assistant to the Secretary (the “Assistant Secretary”) or another officer of the Company designated by the Board of Directors, shall cause written notice of the place, if any, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, to be given personally by mail or by electronic transmission, or as otherwise provided in these Bylaws, not fewer than ten (10) nor more than sixty (60) days prior to the meeting, to each stockholder of

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record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given personally to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the record of stockholders of the Corporation, or, if a stockholder shall have filed with the Secretary of the Corporation, a written request that notices to such stockholder be mailed to some other address, then directed to such stockholder at such other address. Such further notice shall be given as may be required by law.

(b) A written waiver of any notice of any annual or special meeting signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders need be specified in a written waiver of notice. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c) For notice given by electronic transmission to a stockholder to be effective, such stockholder must consent to the Corporation’s giving notice by that particular form of electronic transmission. A stockholder may revoke consent to receive notice by electronic transmission by written notice to the Corporation. A stockholder’s consent to notice by electronic transmission is automatically revoked if the Corporation is unable to deliver two consecutive electronic transmission notices and such inability becomes known to the Secretary of the Corporation, any Assistant Secretary, the transfer agent or other person responsible for giving notice.

(d) Notices are deemed given (i) if by mail, when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation; (ii) if by electronic transmission, when given in the manner provided in Section 232 of the General Corporation Law of the State of Delaware; or (iii) if by posting on an electronic network (such as a website or chatroom) together with a separate notice to the stockholder of such specific posting, upon the later to occur of (A) such posting or (B) the giving of the separate notice of such posting. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(e) If a stockholder meeting is to be held by means of remote communication and stockholders will take action at such meeting, the notice of such meeting must: (i) specify the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present and vote at such meeting; and (ii) provide the information required to access the stockholder list. A waiver of notice may be given by electronic transmission.

Section 1.05. Quorum. Except as otherwise required by law or by the certificate of incorporation of the Corporation (as it may be amended, restated, or otherwise modified from time to time, the “Certificate of Incorporation”), at each meeting of stockholders the presence in person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such

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meeting; it being understood that to the extent the Board of Directors issues or grants any shares that are subject to vesting or forfeiture and restrict or eliminate voting rights with respect to such shares until such vesting criteria is satisfied or such forfeiture provisions lapse, any such unvested shares shall not be considered to have the power to vote at a meeting of stockholders. Where a separate vote by one or more classes or series is required, the presence in person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote shall constitute a quorum entitled to take action with respect to that vote on that matter. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.

Section 1.06. Voting. If, pursuant to Section 5.05 of these Bylaws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall, subject to the terms of any one or more series or classes of Preferred Stock, be entitled to one (1) vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall, subject to the terms of any one or more series or classes of Preferred Stock, be entitled to one (1) vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at a meeting and voting for nominees in the election of Directors, and in all other matters, the affirmative vote of the majority of shares present in person or represented by proxy at a meeting and voting on the subject matter shall be the act of the stockholders.

Section 1.07. Voting by Ballot. No vote of the stockholders on an election of Directors need be taken by written ballot or by electronic transmission unless otherwise required by law. Any vote not required to be taken by ballot or by electronic transmission may be conducted in any manner approved by the Board of Directors prior to the meeting at which such vote is taken.

Section 1.08. Postponement and Adjournment. Any meeting of stockholders may be postponed by action of the Board of Directors at any time in advance of such meeting. If a quorum is not present at any meeting of the stockholders, the chairperson of such meeting shall have the power to adjourn the meeting without a vote of the stockholders. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, if any, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.05 of these Bylaws, a notice of the adjourned meeting, conforming to the requirements of Section 1.04 of these Bylaws, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

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Section 1.09. Proxies. Any stockholder entitled to vote at any meeting of the stockholders may authorize another person or persons to vote at any such meeting and express such vote on behalf of him or her by proxy. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of three (3) years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing with the Secretary of the Corporation either an instrument in writing revoking the proxy or another duly executed proxy bearing a later date. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 1.10. Organization; Procedure. At every meeting of stockholders the chairperson of such meeting shall be the Chairperson of the Board or, if no Chairperson of the Board has been elected or in the event of his or her absence or disability, a chairperson chosen by the Board of Directors. The Secretary of the Corporation, or in the event of his or her absence or disability, an Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary of the Corporation, an appointee of the chairperson of the meeting, shall act as Secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by the chairperson of such meeting.

Section 1.11. Business at Annual and Special Meetings. No business may be transacted at an annual or special meeting of stockholders other than business that is:

(a) specified in a notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or a duly authorized committee thereof,

(b) otherwise brought before the meeting by or at the direction of the Board of Directors or a duly authorized committee thereof or any authorized officer of the Corporation to whom the Board of Directors or such committee shall have delegated such authority, or

(c) otherwise brought before the meeting by a Noticing Stockholder who complies with the notice procedures set forth in Section 1.12 of these Bylaws.

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A “Noticing Stockholder” must be either a Record Holder or a Nominee Holder. A “Record Holder” is a stockholder that holds of record stock of the Corporation entitled to vote at the meeting on the business (including any election of a director) to be appropriately conducted at the meeting. A “Nominee Holder” is a stockholder that holds such stock through a nominee or “street name” holder of record and can demonstrate to the Corporation such indirect ownership of such stock and such Nominee Holder’s entitlement to vote such stock on such business. Clause (c) of this Section 1.11 shall be the exclusive means for a Noticing Stockholder to make director nominations or submit other business before a meeting of stockholders (other than proposals brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting, which proposals are not governed by these Bylaws). Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a stockholders’ meeting except in accordance with the procedures set forth in this Section 1.11 and Section 1.12 of these Bylaws.

Section 1.12. Notice of Stockholder Business and Nominations. In order for a Noticing Stockholder to properly bring any item of business before a meeting of stockholders, the Noticing Stockholder must give timely notice thereof in writing to the Secretary of the Corporation in compliance with the requirements of this Section 1.12. This Section 1.12 shall constitute an “advance notice provision” for annual meetings for purposes of Rule 14a-4(c)(1) under the Exchange Act.

(a) To be timely, a Noticing Stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation:

(i) in the case of an annual meeting of stockholders, not earlier than the close of business on the one-hundred twentieth (120th) day and not later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one-hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such annual meeting, or if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation;

(ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not earlier than the close of business on the one-hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall any adjournment or postponement of an annual or special meeting, or the announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above; and

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(iii) notwithstanding anything in Sections 1.12(a)(i) and (ii) to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there has been no public announcement naming all of the nominees for director or indicating the increase in the size of the Board of Directors made by the Corporation at least ten (10) days before the last day, a Noticing Stockholder may deliver a notice of nomination in accordance with Sections 1.12(a)(i) & (ii), a Noticing Stockholder’s notice required by this Section 1.12 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(b) To be in proper form, whether in regard to a nominee for election to the Board of Directors or other business, a Noticing Stockholder’s notice to the Secretary must:

(i) set forth, as to the Noticing Stockholder and, if the Noticing Stockholder holds for the benefit of another, the beneficial owner on whose behalf the nomination or proposal is made, the following information together with a representation as to the accuracy of the information:

(A) the name and address of the Noticing Stockholder as they appear on the Corporation’s books and, if the Noticing Stockholder holds for the benefit of another, the name and address of such beneficial owner (collectively “Holder”);

(B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and/or of record, and the date such ownership was acquired;

(C) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not the instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) that is directly or indirectly owned beneficially by the Holder or any Stockholder Associated Person of the Noticing Stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation;

(D) any proxy, contract, arrangement, understanding, or relationship pursuant to which the Holder has a right to vote or has granted a right to vote any shares of any security of the Corporation;

(E) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a short interest in a security if the Holder or any Stockholder Associated Person of the Noticing Stockholder directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security);

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(F) any rights to dividends on the shares of the Corporation owned beneficially by the Holder that are separated or separable from the underlying shares of the Corporation;

(G) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Holder or any Stockholder Associated Person of the Noticing Stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

(H) any performance-related fees (other than an asset-based fee) that the Holder or any Stockholder Associated Person of the Noticing Stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any;

(I) any arrangements, rights, or other interests described in Sections 1.12(b)(i)(C)-(H) held by members of such Holder’s immediate family sharing the same household;

(J) a representation that the Noticing Stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named or propose the business specified in the notice and whether or not such stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the nomination(s) or the business proposed and/or otherwise to solicit proxies from stockholders in support of the nomination(s) or the business proposed;

(K) a certification regarding whether or not such stockholder and Stockholder Associated Persons have complied with all applicable federal, state and other legal requirements in connection with such stockholder’s and/or Stockholder Associated Persons’ acquisition of shares or other securities of the Corporation and/or such stockholder’s and/or Stockholder Associated Persons’ acts or omissions as a stockholder of the Corporation;

(L) any other information relating to the Holder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder; and

(M) any other information as reasonably requested by the Corporation.

Such information shall be provided as of the date of the notice and shall be supplemented by the Holder not later than 10 days after the record date for the meeting to disclose such ownership as of the record date.

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(ii) If the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, the notice must set forth:

(A) a brief description of the business desired to be brought before the meeting (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting, and any material direct or indirect interest of the Holder or any Stockholder Associated Persons in such business; and

(B) a description of all agreements, arrangements and understandings, direct and indirect, between the Holder, and any other person or persons (including their names) in connection with the proposal of such business by the Holder.

(iii) set forth, as to each person, if any, whom the Holder proposes to nominate for election or reelection to the Board of Directors:

(A) all information relating to the nominee (including, without limitation, the nominee’s name, age, business and residence address and principal occupation or employment and the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the nominee) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(B) a description of any agreements, arrangements and understandings between or among such stockholder or any Stockholder Associated Person, on the one hand, and any other persons (including any Stockholder Associated Person), on the other hand, in connection with the nomination of such person for election as a director; and

(C) a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the Holder and respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Holder making the nomination or on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of Item 404 and the nominee were a director or executive officer of such registrant.

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(iv) with respect to each nominee for election or reelection to the Board of Directors, the Noticing Stockholder shall include a completed and signed questionnaire, representation, and agreement required by Section 1.13 of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of the proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of the nominee.

(c) For purposes of these Bylaws:

(i) “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations thereunder;

(ii) “Stockholder Associated Person” means, with respect to any stockholder, (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and (iii) any person controlling, controlled by or under common control with any stockholder, or any Stockholder Associated Person identified in clauses (i) or (ii) above; and

(iii) “Affiliate” and “Associate” are defined by reference to Rule 12b-2 under the Securities Exchange Act of 1934. An “affiliate” is any “person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.” “Control” is defined as the “possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The term “associate” of a person means: (i) any corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten (10) percent or more of any class of equity securities, (ii) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries.

(d) Only those persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors. Only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws, provided, however, that, once business has been properly brought before the meeting in accordance with Section 1.11, nothing in this Section 1.12(d) shall be deemed to preclude discussion by any stockholder of such business. If any information submitted pursuant to this Section 1.12 by any stockholder proposing a nominee(s) for election as a director at a meeting of stockholders is inaccurate in any material respect, such information shall be deemed not to have been provided in accordance with this Section 1.12. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in compliance with the procedures set forth in these Bylaws and, if he or she should determine that any proposed nomination or business is not in compliance with these Bylaws, he or she shall so declare to the meeting and any such nomination or business not properly brought before the meeting shall be disregarded or not be transacted.

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(e) Notwithstanding the foregoing provisions of these Bylaws, a Noticing Stockholder also shall comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 1.11 or this Section 1.12 of these Bylaws.

(f) Nothing in these Bylaws shall be deemed to (i) affect any rights of (A) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) the holders of any series or class of Preferred Stock, if any, if so provided under any applicable certificate of designation for such Preferred Stock or (ii) affect any rights of any holders of common stock pursuant to any stockholders’ agreement entered into by one or more stockholders and the Company (any such stockholders’ agreement, a “Stockholders Agreement”) or impose any requirements, restrictions or limitations under Sections 1.11, 1.12 or 1.13 of these Bylaws unless expressly imposed by a Stockholders Agreement.

Section 1.13. Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation by a Holder, a person must complete and deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire providing the information requested about the background and qualifications of such person and the background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement (the questionnaire, representation, and agreement to be in the form provided by the Secretary upon written request) that such person:

(a) is not and will not become a party to:

(i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, or

(ii) any Voting Commitment that could limit or interfere with the person’s ability to comply, if elected as a director of the Corporation, with the person’s fiduciary duties under applicable law,

(b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and

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(c) in the person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Corporation.

Section 1.14. Inspectors of Elections. Preceding any meeting of the stockholders, the Board of Directors shall appoint one (1) or more persons to act as “inspectors” of elections, and may designate one (1) or more alternate inspectors. In the event no inspector or alternate is able to act, the chairperson of such meeting shall appoint one (1) or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b) determine the shares represented at a meeting and the validity of proxies and ballots;

(c) specify the information relied upon to determine the validity of electronic transmissions in accordance with Section 1.09 of these Bylaws;

(d) count all votes and ballots;

(e) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;

(f) certify his or her determination of the number of shares represented at the meeting, and his or her count of all votes and ballots;

(g) appoint or retain other persons or entities to assist in the performance of the duties of inspector; and

(h) when determining the shares represented and the validity of proxies and ballots, be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 1.09 of these Bylaws, ballots and the regular books and records of the Corporation. The inspector may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers or their nominees or a similar person which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspector considers other reliable information as outlined in this section, the inspector, at the time of his or her certification pursuant to paragraph (f) of this section, shall specify the precise information considered, the person or persons from whom the information was obtained, when this information was obtained, the means by which the information was obtained, and the basis for the inspector’s belief that such information is accurate and reliable.

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Section 1.15. Opening and Closing of Polls. The date and time for the opening and the closing of the polls for each matter to be voted upon at a stockholder meeting shall be announced at the meeting. The inspector shall be prohibited from accepting any ballots, proxies or votes or any revocations thereof or changes thereto after the closing of the polls, unless the Delaware Court of Chancery upon application by a stockholder shall determine otherwise.

Section 1.16. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 1.17. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 1.16 of this Article I or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law, the Certificate of Incorporation or these Bylaws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by the Certificate of Incorporation or these Bylaws of the Corporation, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in the Certificate of Incorporation.

Section 2.02. Number, Election and Qualification. Subject to the terms of any one or more series or classes of Preferred Stock, the total number of directors constituting the Board shall be such number as may be fixed from time to time by resolution of at least a majority of the Board then in office. At any meeting of stockholders at which directors are to be elected, directors shall be elected by the plurality vote of the votes cast by the holders of shares present in person or represented by proxy at the meeting and entitled to vote thereon. Election of directors need not be by written ballot. Directors need not be stockholders of the Corporation. To the extent set forth in the Certificate of Incorporation, the directors of the Corporation may be divided into classes with terms set forth therein.

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Section 2.03. The Chairperson of the Board. The Board of Directors may elect a Chairperson of the Board from among the members of the Board. If elected, the Board of Directors shall designate the Chairperson of the Board as either a non-executive Chairperson of the Board of or an executive Chairperson of the Board. The Chairperson of the Board shall not be deemed an officer of the Corporation, unless the Board of Directors shall determine otherwise. Subject to the control vested in the Board of Directors by statutes, by the Certificate of Incorporation, or by these Bylaws, the Chairperson of the Board shall, if present, preside over all meetings of the stockholders and of the Board of Directors and shall have such other duties and powers as from time to time may be assigned to him or her by the Board of Directors, the Certificate of Incorporation or these Bylaws. References in these Bylaws to the “Chairperson of the Board” shall mean the non-executive Chairperson of the Board or executive Chairperson of the Board, as designated by the Board of Directors.

Section 2.04. Annual and Regular Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held after the annual meeting of the stockholders and may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, to each director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her usual place of business, or shall be delivered to him or her personally. Notice of such action need not be given to any director who attends the first regular meeting after such action is taken without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.05. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of the Board, Chief Executive Officer, President or by the Board of Directors pursuant to the following sentence, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors also may be held whenever called pursuant to a resolution approved by a majority of the Board of Directors then in office. Notice shall be duly given to each director (a) in person or by telephone at least twenty-four (24) hours in advance of the meeting, (b) by sending written notice by reputable overnight courier, telecopy, facsimile or other means of electronic transmission, or delivering written notice by hand, to such director’s last known business or home address, or by means of electronic transmission to such director’s last known e-mail address in each case under this clause (b) at least twenty-four (24) hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or to such other address as any director may request by notice to the Secretary at least seventy-two (72) hours in advance of the meeting. Notice of any special meeting need not be given to any director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

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Section 2.06. Quorum; Voting. At all meetings of the Board of Directors, the presence of at least a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of at least a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.04 of these Bylaws shall be given to each Director.

Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing, writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.09. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board of Directors may adopt by resolution such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The directors shall act only as a Board of Directors and the individual directors shall have no power in their individual capacities unless expressly authorized by the Board of Directors.

Section 2.10. Action by Telephonic Communications. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.11. Resignations. Any director may resign at any time by submitting an electronic transmission, or by delivering a written notice of resignation signed by such Director, to the Chairperson of the Board or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 2.12. Removal of Directors. Subject to the terms of any one or more series or classes of Preferred Stock or any Stockholders Agreement, any director or the entire Board of Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single

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class. For purposes of this Article II, “cause” shall mean, with respect to any director, (i) the willful failure by such director to perform, or the gross negligence of such director in performing, the duties of a director, (ii) the engaging by such director in willful or serious misconduct that is injurious to the Corporation or (iii) the conviction of such director of, or the entering by such director of a plea of nolo contendere to, a crime that constitutes a felony.

Section 2.13. Vacancies and Newly Created Directorships. Subject to the terms of any one or more series or classes of Preferred Stock or any Stockholders Agreement, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors shall be filled only by the Board of Directors (and not by the stockholders), acting by a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next election of the class of directors to which such directors have been appointed and until their successors are duly elected and qualified.

Section 2.14. Compensation. The amount, if any, which each director shall be entitled to receive as compensation for such director’s services, shall be fixed from time to time by resolution of the Board of Directors or any committee thereof or as an agreement between the Corporation and any Director. The directors may be reimbursed their out-of-pocket expenses, if any, of attendance at each meeting of the Board of Directors in accordance with the Corporation’s policies in effect from time to time and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation and reimbursement for service as committee members.

Section 2.15. Reliance on Accounts and Reports, Etc. A director, or a member of any committee designated by the Board of Directors, shall, in the performance of such director’s or member’s duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board of Directors, or by any other person as to the matters the director or the member reasonably believes are within such other person’s professional or expert competence and who the director or member reasonably believes or determines has been selected with reasonable care by or on behalf of the Corporation.

Section 2.16. Director Elections by Holders of Preferred Stock. Notwithstanding the foregoing, whenever the holders of any one or more series or classes of Preferred Stock shall have the right, voting separately by series or class, to elect one or more directors at an annual or special meeting of stockholders, the election, filling of vacancies, removal of directors and other features of such one or more directorships shall be governed by the terms of such one or more series or classes of Preferred Stock to the extent permitted by law.

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ARTICLE III

COMMITTEES

Section 3.01. Committees. The Board of Directors, by resolution adopted by the affirmative vote of a majority of directors then in office, may designate from among its members one (1) or more committees of the Board of Directors, each committee to consist of such number of directors as from time to time may be fixed by the Board of Directors. Any such committee shall serve at the pleasure of the Board of Directors. Each such committee shall have the powers and duties delegated to it by the Board of Directors, subject to the limitations set forth in applicable Delaware law. The Board of Directors may appoint a chairperson of any committee, who shall preside at meetings of any such committee. The Board of Directors may elect one (1) or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request of the Chairperson of the Board or the chairperson of such committee.

Section 3.02. Powers. Each committee shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors or provided in charters or other organization documents of such committee approved by the Board of Directors. No committee shall have the power or authority: to approve or adopt, or recommend to the stockholders, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted by the Board of Directors to the stockholders for approval; or to adopt, amend or repeal the Bylaws of the Corporation.

Section 3.03. Proceedings. Except as otherwise provided herein or required by law, each committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board next following any such proceedings.

Section 3.04. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating such committee or in the rules of such committee, at all meetings of any committee, the presence of members (or alternate members) constituting a majority of the total authorized membership of such committee shall constitute a quorum for the transaction of business, except that, in the case of one-member committees, the presence of one member shall constitute a quorum and in the case of two-member committees, the presence of two members shall constitute a quorum. The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such committee. Any action required or permitted to be taken at any meeting of any committee may be taken without a meeting, if all members of such committee shall consent to such action in writing or by electronic transmission and such writing, writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any committee shall act only as a committee, and the individual members of such committee shall have no power in their individual capacities unless expressly authorized by the Board of Directors.

Section 3.05. Action by Telephonic Communications. Unless otherwise provided by the Board of Directors, members of any committee may participate in a meeting of such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

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Section 3.06. Absent or Disqualified Members. In the absence or disqualification of a member of any committee, if no alternate member is present to act in his or her stead, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.07. Resignations. Any member (and any alternate member) of any committee may resign at any time by delivering a written notice of resignation, signed by such member, to the Board of Directors or the Chairperson of the Board. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.08. Removal. Any member (and any alternate member) of any committee may be removed at any time, either for or without cause, by resolution adopted by a majority of the total authorized number of directors.

Vacancies. If any vacancy shall occur in any committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

ARTICLE IV

OFFICERS

Section 4.01. Chief Executive Officer. The Board of Directors shall select a Chief Executive Officer to serve at the pleasure of the Board of Directors. The Chief Executive Officer shall (a) supervise the implementation of policies adopted or approved by the Board of Directors, (b) exercise a general supervision and superintendence over all the business and affairs of the Corporation, and (c) possess such other powers and perform such other duties as may be assigned to him or her by these Bylaws, as may from time to time be assigned by the Board of Directors and as may be incident to the office of Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and affix the corporate seal thereto, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer.

Section 4.02. Chief Financial Officer of the Corporation. The Board of Directors shall appoint a chief financial officer of the Corporation (the “Chief Financial Officer”) to serve at the pleasure of the Board of Directors. The Chief Financial Officer of the Corporation shall (a) have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, (c) deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, (d) disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and (e) render to the Chief Executive Officer and the Board of Directors, whenever they may require it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Corporation.

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Section 4.03. Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as authorized by the Board or the Chief Executive Officer, to make proper accounts of such funds, and to render as required by the Board statements of all such transactions and of the financial condition of the Corporation.

Section 4.04. Secretary of the Corporation. The Board of Directors shall appoint a Secretary of the Corporation to serve at the pleasure of the Board of Directors. The Secretary of the Corporation shall (a) keep minutes of all meetings of the stockholders and of the Board of Directors, (b) authenticate records of the Corporation, (c) give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and (d) in general, have such powers and perform such other duties as may be assigned to him or her by these Bylaws, as may from time to time be assigned to him or her by the Board of Directors or the Chief Executive Officer and as may be incident to the office of Secretary of the Corporation. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then the Board of Directors may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.05. Other Officers Elected by Board Of Directors. At any meeting of the Board of Directors, the Board of Directors may elect a President (who may or may not be the Chief Executive Officer), Vice Presidents, a Chief Operating Officer, Assistant Treasurers, Assistant Secretaries or such other officers of the Corporation as the Board of Directors may deem necessary, to serve at the pleasure of the Board of Directors. Other officers elected by the Board of Directors shall have such powers and perform such duties as may be assigned to such officers by or pursuant to authorization of the Board of Directors or by the Chief Executive Officer.

Section 4.06. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors. Any officer may resign at any time by delivering a written notice of resignation, signed by such officer, to the Board of Directors, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by or pursuant to authorization of the Board of Directors.

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Section 4.07. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws or pursuant to authorization of the Board of Directors, except that in any event each officer shall exercise such powers and perform such duties as may be required by law

Section 4.08. Salaries of Officers. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or any duly authorized committee thereof.

ARTICLE V

CAPITAL STOCK

Section 5.01. Certificates of Stock. The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issue of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of stockholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

(a) Shares with Certificates. If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name; (ii) the fact that the Corporation is organized under the laws of Delaware; (iii) the name of the person to whom the certificate is issued; (iv) the number of shares represented thereby; (v) the class of shares and the designation of the series, if any, which the certificate represents; and (vi) such other information as applicable law may require or as may be lawful. If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the stockholder this information in writing, without charge, upon request. Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by any two officers of the Corporation. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

(b) Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Exchange Act, shall, within a reasonable time after the issue or transfer of shares without certificates, send the stockholder a written notice containing the information required to be set forth or stated on certificates pursuant to the laws of the General Corporation Law of the State of Delaware. The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

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Section 5.02. Signatures; Facsimile. All signatures on the certificate referred to in Section 5.01 of these Bylaws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate, shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.03. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Corporation of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Corporation may require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the laws of the General Corporation Law of the State of Delaware. Subject to the provisions of the Certificate of Incorporation and these Bylaws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.05. Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than sixty (60) nor fewer than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 5.06. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer of any certificated shares, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.07. Transfer Agent and Registrar. The Board of Directors may appoint one (1) or more transfer agents and one (1) or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Mandatory Indemnification. The Corporation shall indemnify and provide advancement to any Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification and advancement obligations, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(a) if, by reason of his or her Corporate Status (as defined below), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 6.01(a), any Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

22

(b) Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation. Pursuant to this Section 6.01(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

(c) Sponsor/AIMCo Investor Directors. The Corporation hereby acknowledges that the directors that are partners or employees of the Sponsor (“Sponsor Directors”) or the AIMCo Investor have certain rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor and certain affiliates or the AIMCo Investor that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are under common control with, the Sponsor (collectively, the “Fund Indemnitors”) or the AIMCo Investor. The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Sponsor Directors or the AIMCo Investor are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Sponsor Directors or the AIMCo Investor are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Sponsor Directors or the AIMCo Investor and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this paragraph and the bylaws of the Corporation from time to time (or any other agreement between the Corporation and the Sponsor Directors or the AIMCo Investor), without regard to any rights the Sponsor Directors or the AIMCo Investor may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Sponsor Directors or the AIMCo Investor with respect to any claim for which the Sponsor Directors or the AIMCo Investor have sought indemnification from the Corporation shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Sponsor Directors or the AIMCo Investor against the Corporation. The Corporation, the Sponsor Directors and the AIMCo Investor agree that the Fund Indemnitors are express third party beneficiaries of the terms of this paragraph.

Section 6.02. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article VI, to the extent that any Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If such Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 6.02 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

23

Section 6.03. Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and advancement of expenses to employees and agents of the Corporation.

Section 6.04. Advancement of Expenses. Notwithstanding any other provision of this Article VI, the Corporation shall advance all Expenses incurred by or on behalf of any Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding, and regardless of such Indemnitee’s ability to repay any such amounts in the event of an ultimate determination that Indemnitee is not entitled thereto. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 6.04 shall be unsecured and interest free.

Section 6.05. Non-Exclusivity. The rights to indemnification and to receive the advance of expenses conferred in this Article VI shall not be exclusive of any other rights which any person may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, any agreement, vote of stockholders, resolution of directors or otherwise. The assertion or employment of any right or remedy in this Article VI, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

Section 6.06. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

Section 6.07. Exception to Rights of Indemnification and Advancement. Notwithstanding any provision in this Article VI, the Corporation shall not be obligated by this Article VI to make any indemnity or advancement in connection with any claim made against an Indemnitee:

(a) subject to Section 6.01(c), for which payment has actually been made to or on behalf of such Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

24

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by such Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law;

(c) for reimbursement to the Corporation of any bonus or other incentive-based or equity based compensation or of any profits realized by Indemnitee from the sale of securities of the Corporation in each case as required under the Exchange Act; or

(d) in connection with any Proceeding (or any part of any Proceeding) initiated by such Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the Corporation or its directors, officers, employees or other indemnitees, unless (i) the Corporation has joined in or prior to its initiation the Board of Directors authorized such Proceeding (or any part of such Proceeding), (ii) the Corporation provides the indemnification or advancement, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, or (iii) the Proceeding is one to enforce such Indemnitee’s rights under this Article VI, Article IX of the Certificate of Incorporation or any other rights to which Indemnitee may at any time be entitled under applicable law or any agreement.

Section 6.08. Definitions. For purposes of this Article VI:

(a) “Corporate Status” describes the status of an individual who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Corporation or of any other Enterprise that such individual is or was serving at the request of the Corporation.

(b) “Enterprise” shall mean the Corporation and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Corporation (or any of their wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(c) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Article VI, ERISA excise taxes and penalties, and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including, without limitation, reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Corporation or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(d) “Indemnitee” means any current or former director or officer of the Corporation; and

(e) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or agent of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Article VI. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this Article VI.

Section 6.09. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 6.07 of this Article VI, and notwithstanding the absence of any determination thereunder, any Indemnitee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 6.01 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of Indemnitee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01(a) or Section 6.01(b) of this Article VI, as the case may be. The absence of any determination thereunder shall not be a defense to such application or create a presumption that Indemnitee has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.09 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, Indemnitee shall also be entitled to be paid the Expenses of prosecuting such application.

Section 6.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII

OFFICES

Section 7.01. Initial Registered Office. The registered office of the Corporation in the State of Delaware shall be located at Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808.

Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends. Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation’s capital stock. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02. Execution of Instruments. The Board of Directors may authorize, or provide for the authorization of, officers, employees or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

Section 8.03. Voting as Stockholder. Unless otherwise determined by resolution of the Board of Directors, the Chief Executive Officer, the President, if any, the Chief Financial Officer, any Executive Vice President or any other person authorized by the Board of Directors shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

Section 8.04. Corporate Seal. The corporate seal shall be in such form as the Board of Directors shall prescribe.

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Section 8.05. Fiscal Year. The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

Section 8.06. Notice to Stockholders. If mailed, notice to a stockholder shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given (i) by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware; or (ii) by posting on an electronic network (such as a website or chatroom) together with a separate notice to the stockholder of such specific posting, and notice is deemed given upon the later to occur of (A) such posting or (B) the giving of the separate notice of such posting. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 8.07. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the General Corporation Law of the State of Delaware.

Section 8.08. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 8.09. Severability. If any provision (or any part thereof) of these Bylaws shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of these Bylaws (including, without limitation, each portion of any section of these Bylaws containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these Bylaws (including, without limitation, each such containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law

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ARTICLE IX

AMENDMENT OF BYLAWS

Subject to the provisions of the Certificate of Incorporation, (i) the Board of Directors may make, alter, amend, add to or repeal any and all of these Bylaws by resolution adopted by a majority of the directors then in office, or (ii) the affirmative vote of the holders of at least 66 2/3% of the voting power of the Corporation’s then outstanding shares entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to make, alter, amend, add to or repeal any or all Bylaws of the Corporation or to adopt any provision inconsistent therewith.

ARTICLE X

CONSTRUCTION

In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

* * *

29

EX-4.4

Exhibit 4.4

Execution Copy

INDENTURE

Dated as of March 28, 2013

Among

MILACRON LLC,

MCRON FINANCE CORP.

and

the Guarantors from time to time parties hereto

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

7.750% SENIOR NOTES DUE 2021

CROSS-REFERENCE TABLE

TIA Section       Reference	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	N.A.
(b)	7.10
311(a)	7.11
(b)	7.11
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06, 7.07
(c)	7.06, 13.02
(d)	7.06
314(a)	13.05
(b)	N.A.
(c)(1)	N.A.
(c)(2)	N.A.
(c)(3)	N.A.
(d)	N.A.
(e)	13.05
(f)	N.A.
318(a)	N.A.
(b)	N.A.
(c)	13.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions		1
Section 1.02.	Other Definitions		30
Section 1.03.	Incorporation by Reference of Trust Indenture Act		31
Section 1.04.	Rules of Construction		31
Section 1.05.	Acts of Holders		32
ARTICLE II
THE NOTES
Section 2.01.	Form and Dating; Terms		33
Section 2.02.	Execution and Authentication		34
Section 2.03.	Registrar and Paying Agent		35
Section 2.04.	Paying Agent to Hold Money in Trust		35
Section 2.05.	Holder Lists		35
Section 2.06.	Transfer and Exchange		36
Section 2.07.	Replacement Notes		45
Section 2.08.	Outstanding Notes		45
Section 2.09.	Treasury Notes		46
Section 2.10.	Temporary Notes		46
Section 2.11.	Cancellation		46
Section 2.12.	Defaulted Interest		46
Section 2.13.	CUSIP/ISIN Numbers		47
Section 2.14.	Calculation of Principal Amount of Securities		47
ARTICLE III
REDEMPTION AND PREPAYMENT
Section 3.01.	Notices to Trustee		47
Section 3.02.	Selection of Notes to Be Redeemed		47
Section 3.03.	Notice of Redemption		48
Section 3.04.	Effect of Notice of Redemption		49
Section 3.05.	Deposit of Redemption Price		49
Section 3.06.	Notes Redeemed in Part		49
Section 3.07.	Optional Redemption		49
Section 3.08.	Mandatory Redemption		49
Section 3.09.	Offer to Purchase		50
ARTICLE IV
COVENANTS
Section 4.01.	Payment of Notes		51
Section 4.02.	Maintenance of Office or Agency		52
Section 4.03.	Reports		52
Section 4.04.	Compliance Certificate; Notices of Default		54

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		Page
Section 4.05.	Taxes		54
Section 4.06.	Stay, Extension and Usury Laws		55
Section 4.07.	Restricted Payments		55
Section 4.08.	Restrictions on Distributions from Restricted Subsidiaries		61
Section 4.09.	Incurrence of Additional Indebtedness and Issuance of Disqualified Stock and Preferred Stock		63
Section 4.10.	Asset Sales		69
Section 4.11.	Affiliate Transactions		70
Section 4.12.	Liens		72
Section 4.13.	Corporate Existence		73
Section 4.14.	Repurchase at the Option of Holders Upon a Change of Control		73
Section 4.15.	Guarantees of Indebtedness by Restricted Subsidiaries		74
Section 4.16.	Restrictions on Activities of the Co-Issuer		75
Section 4.17.	Maintenance of Properties		75
ARTICLE V
SUCCESSORS
Section 5.01.	Merger, Consolidation and Sale of All or Substantially All Assets		75
Section 5.02.	Successor Corporation Substituted		78
ARTICLE VI
DEFAULTS AND REMEDIES
Section 6.01.	Events of Default		78
Section 6.02.	Acceleration		79
Section 6.03.	Other Remedies		80
Section 6.04.	Waiver of Defaults		80
Section 6.05.	Control by Majority		80
Section 6.06.	Limitation on Suits		81
Section 6.07.	Rights of Holders to Receive Payment		81
Section 6.08.	Collection Suit by Trustee		81
Section 6.09.	Restoration of Rights and Remedies		81
Section 6.10.	Rights and Remedies Cumulative		81
Section 6.11.	Delay or Omission Not Waiver		82
Section 6.12.	Trustee May File Proofs of Claim		82
Section 6.13.	Priorities		82
Section 6.14.	Undertaking for Costs		83
ARTICLE VII
TRUSTEE
Section 7.01.	Duties of Trustee		83
Section 7.02.	Rights of Trustee		84
Section 7.03.	Individual Rights of Trustee		84
Section 7.04.	Trustee’s Disclaimer		85
Section 7.05.	Notice of Defaults		85
Section 7.06.	Reports by Trustee to Holders		85
Section 7.07.	Compensation and Indemnity		85
Section 7.08.	Replacement of Trustee		86
Section 7.09.	Successor Trustee by Merger, Etc.		87
Section 7.10.	Eligibility; Disqualification		87

-ii-

		Page
Section 7.11.	Preferential Collection of Claims Against Issuers		87
ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance		87
Section 8.02.	Legal Defeasance and Discharge		87
Section 8.03.	Covenant Defeasance		88
Section 8.04.	Conditions to Legal or Covenant Defeasance		88
Section 8.05.	Deposited Cash and U.S. Government Securities to Be Held in Trust; Other Miscellaneous Provisions		89
Section 8.06.	Repayment to Issuers		90
Section 8.07.	Reinstatement		90
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01.	Without Consent of Holders of Notes		90
Section 9.02.	With Consent of Holders of Notes		91
Section 9.03.	Compliance with Trust Indenture Act		93
Section 9.04.	Revocation and Effect of Consents		93
Section 9.05.	Notation on or Exchange of Notes		93
Section 9.06.	Trustee to Sign Amendments, Etc.		93
Section 9.07.	Payment for Consent		93
ARTICLE X
GUARANTEES
Section 10.01.	Guarantee		94
Section 10.02.	Limitation on Guarantor Liability		95
Section 10.03.	Execution and Delivery of Guarantee		95
Section 10.04.	Subrogation		96
Section 10.05.	Benefits Acknowledged		96
Section 10.06.	Release of Guarantees		96
ARTICLE XI
[RESERVED]
ARTICLE XII
SATISFACTION AND DISCHARGE
Section 12.01.	Satisfaction and Discharge		97
Section 12.02.	Application of Trust Money		97
ARTICLE XIII
MISCELLANEOUS
Section 13.01.	Trust Indenture Act Controls		98
Section 13.02.	Notices		98

-iii-

		Page
Section 13.03.	Communication by Holders of Notes with Other Holders of Notes		99
Section 13.04.	Certificate and Opinion as to Conditions Precedent		99
Section 13.05.	Statements Required in Certificate or Opinion		99
Section 13.06.	Rules by Trustee and Agents		100
Section 13.07.	No Personal Liability of Directors, Officers, Employees and Stockholders		100
Section 13.08.	Governing Law		100
Section 13.09.	Waiver of Jury Trial		100
Section 13.10.	Force Majeure		100
Section 13.11.	No Adverse Interpretation of Other Agreements		100
Section 13.12.	Successors		100
Section 13.13.	Severability		101
Section 13.14.	Counterpart Originals		101
Section 13.15.	Table of Contents, Headings, Etc.		101
Section 13.16.	Patriot Act		101
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Transfer Certificate
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture

-iv-

INDENTURE, dated as of March 28, 2013, as amended or supplemented from time to time (this “Indenture”), among Milacron LLC, a Delaware limited liability company (and any successor entity, “Milacron”), Mcron Finance Corp., a Delaware corporation (and any successor entity, the “Co-Issuer” and together with Milacron, the “Issuers”), the Guarantors and U.S. Bank National Association, a national banking association, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuers have duly authorized the creation of an issue of $465,000,000 aggregate principal amount of Senior Notes due 2021 (the “Initial Notes”);

WHEREAS, the Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes;

WHEREAS, in connection with the Mold-Masters Acquisition Transactions (as defined herein), the obligations of the Issuers with respect to the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under this Indenture to be performed or observed will become unconditionally and irrevocably guaranteed by the Guarantors; and

NOW, THEREFORE, Milacron, the Co-Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. DEFINITIONS

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 144A.

“2012 Transactions” means the transactions contemplated by the Stock Purchase Agreement dated as of March 29, 2012, by and among Milacron Holdings Inc., the shareholders of Milacron Holdings Inc., the holders of options of Milacron Holdings Inc., Mcron Acquisition Corp and the representative of the sellers named therein, the issuance of the Secured Notes, the entry into and borrowings under the related asset-based credit facility and the repayment of existing indebtedness, consummated on April 30, 2012.

“ABL Credit Agreement” means the Credit Facility under the credit agreement dated April 30, 2012, by and among Milacron Holdings Inc., Milacron LLC and Mcron Finance Sub LLC, the subsidiary guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets and Barclays Bank PLC, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, restatements, amendments and restatements, supplements, waivers, modifications, extensions, renewals, replacements (whether or not upon termination, and whether with the original lenders or otherwise), restructurings, repayments, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or other investors generally that amends, restates, amends and restates, supplements, waives, replaces (whether or not upon termination, and whether with the original lenders or otherwise), restructures, repays, refunds, refinances or otherwise modifies from time to time any part of the loans, notes, other credit facilities or incremental facilities (or bridge loans or notes issued in lieu of such incremental facilities) or commitments

thereunder, including any such replacement, refunding, refinancing, incremental or bridge facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09).

“Acquired Indebtedness” means, with respect to any specified Person (1) Indebtedness of any other Person existing at the time such other Person is merged or consolidated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Section 2.01(e) hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: (a) 1.0% of the principal amount of such Note on such Redemption Date; and (b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Note at February 15, 2016 (such redemption price being set forth in the applicable Note), plus (B) all required interest payments due on such Note through February 15, 2016 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Note on such Redemption Date.

“Applicable Procedures” means, with respect to any transfer, redemption, tender or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer, redemption, tender or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of Milacron or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than to Milacron or to a Restricted Subsidiary and other than Disqualified Stock or Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09);

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out property or equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business and any disposition of property or equipment no longer used or useful in the conduct of the business of Milacron and its Restricted Subsidiaries;

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(b) the disposition of all or substantially all of the assets of Milacron and its Restricted Subsidiaries in a manner permitted pursuant to the provisions of Section 5.01 or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Permitted Investment or Restricted Payment that is permitted to be made, and is made, under Section 4.07 or the granting of a Lien permitted under Section 4.12;

(d) any disposition of assets or issuance or sale of Equity Interests of a Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by Milacron) of less than $15.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Milacron or by Milacron or a Restricted Subsidiary to another Restricted Subsidiary;

(f) any exchange of like property for use in a Similar Business;

(g) the sale, lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;

(i) any disposition arising from foreclosure, casualty, condemnation or similar action or transfers by reason of eminent domain with respect to any property or other assets, or exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement;

(j) sales or transfers (including by capital contribution) of accounts receivable and related assets, or participations therein, in connection with any Receivables Facility or pursuant to any other factoring arrangement;

(k) the grant in the ordinary course of business of any licenses or sublicenses of patents, trademarks, know-how and any other intellectual property;

(l) any financing transaction with respect to property built or acquired by Milacron or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture;

(m) sales of accounts receivable in connection with the collection, settlement or compromise thereof or in a bankruptcy or similar proceeding;

(n) the discount of inventory, accounts receivable or notes receivable in the ordinary course of business or the conversion of accounts receivable to notes receivable;

(o) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(p) dispositions in connection with the outsourcing of services in the ordinary course of business;

(q) the abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of Milacron or a Restricted Subsidiary are not material to the conduct of the business of Milacron and the Restricted Subsidiaries taken as a whole; and

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(r) voluntary terminations of Hedging Obligations.

“Bank Lender” means any lender or holder or agent or arranger of Indebtedness under the ABL Credit Agreement, the Term Loan Credit Agreement or Credit Facilities Debt.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means The Bankruptcy Code or any similar federal or state law for the relief of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding-up, liquidation, reorganization or relief of debtors.

“Board of Directors” means for any Person (1) the board of directors or other governing body of such Person, or if a Person does not have a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity or, in other cases, any committee duly authorized to act on behalf of such board or governing body; and (2) in respect of any other Person, the board or committee of that Person serving an equivalent function.

“Board Resolution” of a Person means a copy of a resolution certified by the secretary or an assistant secretary (or individual performing comparable duties) of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification.

“Borrowing Base” means, as of any date, an amount equal to:

(1) 85% of the aggregate book value of all accounts receivable owned by Milacron and the Restricted Subsidiaries; plus

(2) the lesser of (i) 65% of the lesser of cost (valued on a first in, first out basis) or market value of Milacron’s and the Restricted Subsidiaries’ eligible inventory and (ii) 85% of the appraised net orderly liquidation value of Milacron’s and the Restricted Subsidiaries’ eligible inventory,

in each case calculated on a consolidated basis and in accordance with GAAP and based upon the most recent internal month end financial statements available to Milacron.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into equity.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in

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respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2) (a) Canadian dollar, euro, or any national currency of any participating member state of the EMU; or (b) in the case of Milacron or a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency), in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Obligations” means Obligations under any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, stored value cards, purchase cards, automated clearing house fund transfer services, purchase card, electronic funds transfer (including non-card e- payables services) and other cash management arrangements and commercial credit card and merchant card services.

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“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Milacron and its Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) Milacron becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of Milacron or any of its direct or indirect parent companies.

Notwithstanding anything to the contrary in the foregoing, the Mold-Masters Acquisition Transactions shall not constitute or give rise to a “Change of Control.”

“Clearstream” means Clearstream Banking S.A. and any successor thereto.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Co-Issuer” means the party named as such in the preamble hereto or any successor obligor to its obligations under this Indenture and the Notes.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) accretion or accrual of discounted liabilities not constituting Indebtedness, (w) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

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(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by Milacron to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the 2012 Transactions or the Mold-Masters Acquisition Transactions), severance and relocation, retention and executive recruiting costs shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income or loss from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments other than in the ordinary course of business, as determined in good faith by Milacron, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Milacron shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is Milacron or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(b)(iii)(1), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of Milacron will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to Milacron or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to Milacron and its Restricted Subsidiaries) in the property, equipment, leases, inventory, software and other intangible assets, deferred revenue and debt line items (including deferred costs and deferred rent related thereto) in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting or, if applicable, acquisition method accounting in relation to the 2012 Transactions or the Mold-Masters Acquisition Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

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(8) any after-tax effect of income or loss from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and any income or loss attributable to deferred compensation plans or trusts, including but not limited to charges and expenses arising under FASB ASC 718 and cash charges associated with the rollover, acceleration or payout of Equity Interests by management of Milacron or any of its direct or indirect parent companies in connection with the 2012 Transactions or the Mold-Masters Acquisition Transactions shall be excluded,

(11) any fees and expenses (including any adjustment of estimated payouts on earn-outs) incurred during such period, or any amortization thereof for such period, in connection with the 2012 Transactions or the Mold-Masters Acquisition Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,

(12) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established as a result of the 2012 Transactions or the Mold-Masters Acquisition Transactions or in accordance with GAAP, or changes as a result of adoption or modification of accounting policies, shall be excluded,

(13) to the extent covered by insurance and actually reimbursed, or, so long as Milacron has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded,

(14) any gain or loss resulting in such period from Hedging Obligations and the application of FASB ASC 815 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations shall be excluded, and

(15) any gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk) shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing and without duplication with any of clauses (1) through (15) above, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements actually received of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than clause (b)(iii)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Milacron and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Milacron and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Milacron or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(b)(iii)(4).

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“Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Total Indebtedness of Milacron and the Restricted Subsidiaries on such date that is secured by Liens to (b) EBITDA of Milacron and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available, in each case with pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustments set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of Milacron and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and including, solely for purposes of calculating the Consolidated Secured Debt Ratio, all obligations relating to Receivables Facilities) and (2) the aggregate amount of all outstanding Disqualified Stock of Milacron and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by Milacron.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, 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 against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to Milacron or any of the Restricted Subsidiaries, one or more debt facilities, including the ABL Credit Agreement and the Term Loan Credit Agreement and, whether or not the ABL Credit Agreement and the Term Loan Credit Agreement remain outstanding, other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or other investors generally or indentures) providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements,

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amendments and restatements, restructurings or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or other investors generally that replace, refund, refinance or are in exchange for any part of the loans, notes, other credit facilities or commitments thereunder (whether or not upon termination), including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities Debt” means (1) any Indebtedness outstanding from time to time which is permitted to be incurred and was incurred under Section 4.09(b)(i), (2) all Obligations with respect to such Indebtedness, (3) any Hedging Obligations incurred with any Bank Lender (or its Affiliates) and (4) any Cash Management Obligations incurred with any Bank Lender (or its Affiliates).

“CUSIP” means the Committee on Uniform Securities Identification Procedures.

“Custodian” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(c) as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 or 2.10 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Milacron or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of Milacron, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of Milacron, a Restricted Subsidiary or any direct or indirect parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to Milacron or a Restricted Subsidiary or an employee stock ownership plan or trust established by Milacron or its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of Milacron, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.07(b)(iii).

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Milacron or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

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“Domestic Subsidiary” means any Restricted Subsidiary that is organized or existing under the laws of the United States, any state thereof, or the District of Columbia.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period,

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital gains, including, without limitation, foreign, federal, state, local, franchise, excise and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (1)(v), (w), (x), (y) and (z) of the definition thereof, and, in each such case, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes, the Secured Notes, any Credit Facilities (including the ABL Credit Agreement and the Term Loan Credit Agreement) or any other Refinancing Indebtedness, (ii) any such fees, costs (including call premiums), commissions, expenses and other charges related to any amendment or other modification of the Notes, the Secured Notes, any Credit Facilities (including the ABL Credit Agreement and the Term Loan Credit Agreement) or any other Refinancing Indebtedness and (iii) commissions, discounts, yield and other fees and charges (including any interest expenses) related to any Receivables Facility, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge, accrual or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus

(f) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

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(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11; plus

(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility deducted (and not added back) in computing Consolidated Net Income; plus

(j) any costs or expense deducted (and not added back) in computing Consolidated Net Income by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Milacron or net cash proceeds of an issuance of Equity Interest of Milacron (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 4.07(b)(iii) and have not been relied on for purposes of Section 4.09(b)(xi)(a); and

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income and has not been received in cash by Milacron or its Restricted Subsidiaries.

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Milacron or of a direct or indirect parent of Milacron (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

(2) issuances to Milacron or any Subsidiary of Milacron; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto.

“Event of Default” has the meaning set forth under Section 6.01.

“Excess Proceeds” has the meaning set forth under Section 4.10(c).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to Milacron from,

(1) contributions to its common equity capital, and

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(2) the sale (other than to Milacron or a Subsidiary of Milacron or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Milacron or a Subsidiary of Milacron) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Milacron,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 4.07(b)(iii).

“Existing Foreign Facilities” means the committed debt facilities and other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or other investors) of Foreign Subsidiaries existing on the Issue Date, providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, waivers, modifications, extensions, renewals, replacements (whether or not upon termination, and whether with the original lenders or otherwise), restructurings, repayments, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or other investors generally that amends, restates, supplements, waives, replaces (whether or not upon termination, and whether with the original lenders or otherwise), restructures, repays, refunds, refinances or otherwise modifies from time to time any part of the loans, notes, other credit facilities or incremental facilities (or bridge loans or notes issued in lieu of such incremental facilities) or commitments thereunder, including any such replacement, refunding, refinancing, incremental or bridge facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09).

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by Milacron in good faith.

“Financial Advisory Agreement” means the Advisory Services and Monitoring Agreement, dated April 30, 2012, among Mcron Acquisition Corp., Milacron Holdings Inc., Mcron Finance Sub LLC and CCMP Capital Advisors, LLC, as in effect on the Issue Date and giving effect to amendments thereto that taken as a whole are not disadvantageous in any material respect to the Holders as compared to such agreement in effect on the Issue Date.

“Fixed Charge Coverage Ratio” means, with respect to Milacron for any period, the ratio of EBITDA of Milacron and the Restricted Subsidiaries on a consolidated basis of such Person for such period to the Fixed Charges of such Person for such Period. In the event that Milacron or any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility, in which case interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business made (or committed to be made pursuant to a definitive agreement) during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date, and other operational changes that Milacron or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such

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Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Milacron or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Milacron. Any such pro forma calculation may include (1) adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in note 1 to “Summary—Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data” in the Offering Memorandum, (2) adjustments calculated in accordance with Regulation S-X under the Securities Act and (3) adjustments to give effect to any Pro Forma Cost Savings in an amount pursuant to this clause (3) not to exceed 30% of EBITDA for the applicable four-quarter reference period before giving effect to such Pro Forma Cost Savings.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Milacron to be the rate of interest implicit in the Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Milacron may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock or any Refunding Capital Stock of Milacron or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of Milacron or a Restricted Subsidiary during such period.

“Foreign Subsidiary” means any Subsidiary that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date, except for any reports required to be delivered under the covenant described under Section 4.03 of this Indenture, which shall be prepared in accordance with GAAP in effect on the date thereof. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, Milacron may elect by written notice to the Trustee

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(with a copy of such notice sent concurrently by mail or in accordance with applicable DTC procedures to all Holders, as their names and addresses appear in the note register) to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for all periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP; provided that if reasonably requested by the Trustee, Milacron shall provide to the Trustee and the holders financial statements and other documents setting forth a reconciliation between calculations of such ratio or computations made before and after giving effect to such conversion to IFRS.

“Global Note Legend” means the legend set forth in Section 2.06(f)(ii), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means the global Notes in the form of Exhibit A hereto issued in accordance with Article II hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture.

“Guarantor” means each Person that guarantees the Notes in accordance with the terms of this Indenture; provided that for purposes of Articles IV and V and Sections 10.02 and 10.06 of this Indenture and defined terms used within such Articles and Sections, the term “Guarantor” shall not include the Parent Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“holder” means, with reference to any Indebtedness or other Obligations, any holder or lender of, or trustee or collateral agent or other authorized representative with respect to, such Indebtedness or Obligations, and, in the case of Hedging Obligations, any counterparty to such Hedging Obligations.

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“IFRS” means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property or service (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business and obligations under or in respect of Receivables Facilities. The amount of any Indebtedness of any Person under clause (3) above shall be deemed equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness secured by such Lien and (y) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indenture” means this instrument, as originally executed or as it may from time to time be supplemented or amended in accordance with Article IX hereof.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Milacron, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC, KeyBanc Capital Markets Inc. and SG Americas Securities, LLC.

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“Interest Payment Date” has the meaning set forth in paragraph 1 of each Note.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of the Issuers;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees thereof), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to directors, officers, employees, members of management and consultants, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property; it being understood that guarantees of obligations not constituting Indebtedness shall not be deemed an Investment. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value or any write-downs or write-offs thereof, but giving effect to any repayments thereof in the form of loans and any return on capital or return on Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment). For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07:

(1) “Investments” shall include the portion (proportionate to Milacron’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Milacron at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Milacron or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Milacron’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to Milacron’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by Milacron.

“Investors” means CCMP Capital Advisors, LLC and their Affiliates but not including, however, any of its operating portfolio companies.

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“ISIN” means the International Securities Identification Number.

“Issue Date” means March 28, 2013.

“Issue Date Unrestricted Subsidiary” means Milacron Plastics Machinery (Jiangyin) Co. Ltd. and any Subsidiary thereof.

“Issuers” means Milacron and the Co-Issuer and not any of their respective Affiliates.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, in each case in the nature of security, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to give a security interest; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Milacron” means the party named as such in the preamble hereto or any successor obligor to its obligations under this Indenture and the Notes pursuant to Article V.

“Mold-Masters Acquisition Transactions” means the transactions contemplated by the Securities Purchase Agreement dated as of February 11, 2013, by and among Milacron LLC, Mold-Masters Luxembourg Holdings S.à r.l., the sellers named therein and the sellers’ representatives named therein, the issuance of the Notes, the entry into and borrowings under the Term Loan Credit Agreement, the amendment and restatement of the ABL Credit Agreement and the repayment of existing indebtedness, to be consummated in connection with the foregoing on the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by Milacron or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements and including, in the case of any Foreign Subsidiary, any taxes payable upon the repatriation of such proceeds), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by Section 4.10(I)(b)(i)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Milacron or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Milacron or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S under the Securities Act.

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“Notes” means the Initial Notes and any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture to this Indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement, exchange or partial redemption shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal (including any accretion), interest (including any interest and fees accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest or fees are an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum dated March 21, 2013 relating to the sale of the Initial Notes.

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

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer, the principal accounting officer or similar position of the Issuers, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent Guarantor” means Milacron Holdings Inc. or any future direct or indirect parent company that Guarantees the Notes.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between Milacron or any of the Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.10.

“Permitted Holders” means (i) each of the Investors, (ii) members of management of Milacron or its direct or indirect parent on the Issue Date and (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Persons specified in clauses (i) and (ii), collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Milacron or any of its direct or indirect parent companies held by such group. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in Milacron or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by Milacron or any of the Restricted Subsidiaries in a Person (including in the Equity Interests of such Person) if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

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(b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Milacron or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation, amalgamation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6) any Investment acquired by Milacron or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by Milacron or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;

(b) as a result of a foreclosure by Milacron or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; or

(d) in settlement of debts created in the ordinary course of business;

(7) Hedging Obligations permitted under Section 4.09(b)(ix);

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 3.0% of Total Assets at the time of such Investment; provided, however, that if any Investment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall not be included as having been made pursuant to this clause (8);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of Milacron or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.07(b)(iii);

(10) Indebtedness and guarantees thereof permitted under Section 4.09 and the creation of Liens on the assets of Milacron or any of the Restricted Subsidiaries permitted by Section 4.12;

(11) Investments consisting of, or to finance, purchases and acquisitions of inventory, supplies, material, services or equipment or purchases of contract rights or licenses or leases of intellectual property in the ordinary course of business;

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(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of $50.0 million and 3.0% of Total Assets of Milacron and its Restricted Subsidiaries at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (12);

(13) Investments in, or relating to, a Receivables Subsidiary that, in the good faith determination of Milacron, are necessary or advisable to effect any Receivables Facility or any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable in connection with a Receivables Facility;

(14) advances to, or guarantees of Indebtedness of, directors, employees, members of management, officers and consultants not in excess of $4.0 million outstanding at any one time, in the aggregate;

(15) loans and advances to officers, directors, employees, consultants and members of management for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of Milacron or any direct or indirect parent company thereof;

(16) Investments in the ordinary course of business consisting of endorsements for collection or deposit;

(17) receivables owing to Milacron or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

(18) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.12;

(19) the Notes and the related Guarantees;

(20) Investments in joint ventures in an aggregate amount not to exceed the greater of (x) $50.0 million and (y) 3.0% of Total Assets outstanding at any one time, in the aggregate;

(21) Investments consisting of earnest money deposits made in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any acquisition;

(22) loans and advances relating to indemnification or reimbursement of any officers, directors, employees, members of management or consultants in respect of liabilities relating to their serving in any such capacity or as otherwise permitted under Section 4.11; and

(23) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) (except transactions described in clauses (ii), (v), (ix) and (xviii) thereof).

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, health, disability or other employee benefits, or property, casualty or

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liability insurance, self-insurance or similar obligations, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business (including Liens to secured letters of credit to assure payment of such obligations);

(2) Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of the issuer of stay, customs, appeal, performance and surety bonds or bid bonds or similar obligations with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause, (iv), (xi)(b), (xvii) or (xxii) of Section 4.09(b); provided that (a) Liens securing Indebtedness permitted to be incurred pursuant to clause (iv) are solely on the assets financed, purchased, leased, constructed, repaired, replaced or improved, acquired or assets of the acquired entity, as the case may be; provided, further, that any individual equipment, purchase money or capitalized lease financings provided by one lender may be cross collateralized to other equipment, purchase money or capitalized lease financings, which consist of Indebtedness incurred pursuant to clause (iv) and are provided by such lender or its Affiliate and (b) Liens securing Indebtedness permitted to be incurred pursuant to such clauses (xvii) and (xxii) extend only to the assets of Foreign Subsidiaries;

(7) Liens existing on the Issue Date (including Liens securing the Secured Notes) other than Liens securing the Credit Facilities;

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens shall be limited to all or part of the same assets or property (including after-acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Liens relate (plus improvements on such property);

(9) Liens on assets or property at the time Milacron or a Restricted Subsidiary acquired the asset or property, including any acquisition by means of a merger, amalgamation or consolidation with or into Milacron or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens shall be limited to all or part of the same assets or property (including after-acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Lien relate (plus improvements on such property);

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(10) Liens securing Indebtedness or other obligations of Milacron or a Restricted Subsidiary owing to Milacron or a Guarantor permitted to be incurred in accordance with Section 4.09;

(11) Liens securing Hedging Obligations permitted to be incurred under Section 4.09(b)(ix);

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of Milacron or any of the Restricted Subsidiaries and do not secure any indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Milacron and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuers or any Guarantor;

(16) Liens on equipment of Milacron or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and (10), this clause (18) and clause (35) below; provided, however, that (a) such new Lien shall be limited to all or part of the same property (including after-acquired property to the extent it would have been subject to a Lien in respect of the Indebtedness being refinanced, refunded, extended, renewed or replaced) that secured the original Lien (plus improvements on such property); provided, further, that any individual equipment, purchase money or capitalized lease financings provided by one lender may be cross-collateralized to other equipment, purchase money or capitalized lease financings, which consist of Indebtedness incurred pursuant to this Indenture and are provided by such lender or its Affiliate; and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9) and (10), this clause (18) and clause (35) below at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations, which obligations do not exceed the greater of (x) $50.0 million and (y) 3.0% of Total Assets at any one time outstanding;

(21) Liens securing Indebtedness and other Obligations under Credit Facilities that was incurred pursuant to Section 4.09(b)(i) and Hedging Obligations and Cash Management Obligations, in each case incurred with any Bank Lender (or its Affiliates);

(22) Liens securing the Notes and the related Guarantees (but not any Additional Notes or Guarantees thereof);

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(23) Liens securing judgments not constituting an Event of Default under Section 6.01(e) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(24) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(25) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to securities accounts, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry and (iv) in respect of set-off or similar rights granted pursuant to a contract or other instrument;

(26) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(27) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(28) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Milacron or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Milacron and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Milacron or any of its Restricted Subsidiaries in the ordinary course of business;

(29) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods, including government furnished equipment, entered into by Milacron or any Restricted Subsidiary in the ordinary course of business;

(30) Liens solely on any cash earnest money deposits made by Milacron or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any Investment or disposition in each case permitted under this Indenture;

(31) Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with Section 4.09;

(32) Liens on property or assets used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited by this Indenture;

(33) Liens on the Equity Interests of Unrestricted Subsidiaries and on the Equity Interests of joint ventures securing obligations of such joint ventures;

(34) any encumbrance or restriction (including put and call agreements and rights of first refusal) with respect to the Equity Interests of any joint ventures or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; and

(35) Liens securing any senior Indebtedness incurred pursuant to Section 4.09(a); provided, however, that, at the time of incurrence of such senior Indebtedness under this clause (35) and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.0 to 1.0.

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For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost Savings” means, without duplication, with respect to any period and any pro forma event, the net reduction in costs and other operating improvements or synergies for which specified actions have been taken or are reasonably expected to be taken within the four full consecutive fiscal quarters ending after the date of such pro forma event and that are reasonably identifiable and factually supportable, as if all such reductions in costs had been effected as of the beginning of such period, net of the amount of actual benefits realized during such period from such actions; provided that such adjustments shall be set forth in an Officer’s Certificate stating (i) the amount of such adjustments and (ii) that such adjustments are based on the good faith reasonable beliefs of the Officer executing such Officer’s Certificate at the time of such execution.

“Purchase Agreement” means the Purchase Agreement dated as of March 21, 2013, among Milacron, the Co-Issuer, the Guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers regarding the sale of the Notes.

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by Milacron in good faith.

“Rating Agency” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for Standard Receivables Undertakings) to Milacron or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which Milacron or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

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“Record Date” for the interest payable on any applicable Interest Payment Date means with respect to the Notes, February 1 and August 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note of the applicable series upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes of the applicable series initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof.

“Regulation S-X” means Regulation S-X promulgated under the Securities Act.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by Milacron or a Restricted Subsidiary in exchange for assets transferred by Milacron or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Related Person” means, with respect to any specified Person, such Person’s Affiliates and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Permitted Affiliates.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of Milacron (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

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“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by Milacron or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by Milacron or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of Milacron or any of the Restricted Subsidiaries secured by a Lien.

“Secured Notes” means $275,000,000 of the Issuers’ 8 ³⁄₈% Senior Secured Notes due 2019 issued on April 30, 2012.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Indebtedness” means:

(1) all Indebtedness of Milacron or any Guarantor outstanding under the ABL Credit Agreement, the Term Loan Credit Agreement, the Secured Notes or the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy, reorganization or similar proceeding of Milacron or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities (whether existing on the Issue Date or thereafter created or incurred) and all obligations of Milacron or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations and Cash Management Obligations (and guarantees thereof) owing to a Lender (as defined in the ABL Credit Agreement and the Term Loan Credit Agreement) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation or Cash Management Obligation was entered into), provided that such Hedging Obligations or Cash Management Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of Milacron or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to Milacron or any of its Subsidiaries;

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(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by Milacron and the Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Standard Receivables Undertakings” means representations, warranties, covenants and indemnities entered into by Milacron or any Subsidiary of Milacron which Milacron has determined in good faith to be customary in a Receivables Facility, including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary.

“Subordinated Indebtedness” means:

(1) any Indebtedness of Milacron which is by its terms subordinated in right of payment to the Notes; and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Term Loan Credit Agreement” means the Credit Facility under the credit agreement dated March 28, 2013 by and among Milacron Holdings Inc., Milacron LLC, the subsidiary guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder, and JPMorgan Chase Bank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, restatements, amendments and restatements, supplements, waivers, modifications, extensions, renewals, replacements (whether or not upon termination, and whether with the original lenders or otherwise), restructurings, repayments, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or other investors generally that amends,

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restates, amends and restates, supplements, waives, replaces (whether or not upon termination, and whether with the original lenders or otherwise), restructures, repays, refunds, refinances or otherwise modifies from time to time any part of the loans, notes, other credit facilities or incremental facilities (or bridge loans or notes issued in lieu of such incremental facilities) or commitments thereunder, including any such replacement, refunding, refinancing, incremental or bridge facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Total Assets” means, with respect to a Person and its Restricted Subsidiaries, the total assets of such Person and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of Milacron and the Restricted Subsidiaries as may be expressly stated.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date or, in the case of a satisfaction, discharge or defeasance, at least two Business Days prior to the deposit of funds with the Trustee to pay and discharge the entire indebtedness of the Notes (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to February 15, 2016; provided, however, that if the period from the Redemption Date to February 15, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Trustee” means U.S. Bank National Association, as trustee, until a successor replaces it in accordance with Section 7.08 and thereafter means the successor serving hereunder.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction from time to time. Unless otherwise specified, references to the Uniform Commercial Code herein refer to the New York Uniform Commercial Code.

“Unrestricted Definitive Notes” means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.

“Unrestricted Global Notes” means one or more Global Notes that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the Depositary or its nominee.

“Unrestricted Subsidiary” means (a) any Issue Date Unrestricted Subsidiary and (b):

(1) any Subsidiary of Milacron which at the time of determination is an Unrestricted Subsidiary (as designated by Milacron, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

Milacron may designate any Subsidiary of Milacron (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Milacron or any Restricted Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Milacron;

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(2) such designation complies with Section 4.07; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries has not, at the time of designation, incurred any Indebtedness pursuant to which the lender has recourse to any of the assets of Milacron or any Restricted Subsidiary.

Milacron may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) Milacron could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a); or

(2) the Fixed Charge Coverage Ratio for Milacron and the Restricted Subsidiaries would be equal to or greater than such ratio immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by Milacron shall be notified by Milacron to the Trustee by promptly filing with the Trustee a copy of the Board Resolution of Milacron or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02. OTHER DEFINITIONS

Term	Defined in Section
“Acceptable Commitment”	4.10(b)
“Action”	11.09(w)
“Additional Assets”	4.10(b)(2)
“Affiliate Transaction”	4.11(a)
“Asset Sale Offer”	4.10(I)(c)
“Authentication Order”	2.02
“Change of Control Offer”	4.14(a)
“Change of Control Payment”	4.14(a)

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“Change of Control Payment Date”	4.14(a)(ii)
“Covenant Defeasance”	8.03
“DTC”	2.03(b)
“Event of Default”	6.01
“Excess Proceeds”	4.10(I)(c)
“incur”	4.09(a)
“Legal Defeasance”	8.02
“Market Maker”	4.03(b)(i)
“Note Register”	2.03(a)
“notice of acceleration”	6.02
“Offer Amount”	3.09(b)
“Offer Period”	3.09(b)
“Paying Agent”	2.03(a)
“Prospective Investor”	4.03(b)(i)
“Purchase Date”	3.09(b)
“redeem”	3.09(g)
“redemption”	3.09(g)
“Redemption Date”	Exhibit A
“Refinancing Indebtedness”	4.09(b)(xii)
“Refunding Capital Stock”	4.07(c)(ii)
“Registrar”	2.03(a)
“Restricted Payments”	4.07(b)
“Secured System”	4.03(b)(i)
“Security Analyst”	4.03(b)(i)
“Subject Lien”	4.12(a)
“Successor”	5.01(a)(i)
“Successor Company”	5.01(b)(i)
“Successor Person”	5.01(c)(i)
“Tax Group”	4.07(c)(xiv)(2)
“Treasury Capital Stock”	4.07(c)(ii)

Section 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

(a) Whenever this Indenture expressly refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in and made a part of this Indenture. No other provisions of the Trust Indenture Act shall be deemed to be incorporated by reference herein.

(b) The following Trust Indenture Act term used in this Indenture has the following meanings:

“obligor” on the Notes means the Issuers and any successor obligor upon the Notes.

(c) All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act and not otherwise defined herein have the meanings so assigned to them either in the Trust Indenture Act, by another statute or SEC rule, as applicable.

Section 1.04. RULES OF CONSTRUCTION

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

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(c) “or” is not exclusive;

(d) “including” means including without limitation;

(e) words in the singular include the plural, and in the plural include the singular;

(f) “will” shall be interpreted to express a command;

(g) provisions apply to successive events and transactions;

(h) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(i) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05. ACTS OF HOLDERS

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient, but the Trustee shall not be obligated to undertake to obtain proof of the execution or authority set forth in Section 1.05(b).

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuers may, at their option in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders, but the Issuers shall have no obligation to do so.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of

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such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including the Depositary, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depositary may provide its proxy to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE II

THE NOTES

Section 2.01. FORM AND DATING; TERMS

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions of such Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period may be terminated prior to the 40th day of such period upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

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(ii) an Officer’s Certificate from the Issuers.

Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note of the same series upon delivery to DTC of the certification of compliance and the transfer applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article III hereof.

(e) Issuance of Additional Notes. Subject to compliance with Sections 4.09 and 4.12 of this Indenture, the Issuers shall be entitled to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance and issue price. The Initial Notes issued on the date hereof and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including directions, waivers, amendments, consents, redemptions and offers to purchase.

With respect to any Additional Notes, the Issuers shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(ii) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; and

(iii) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Section 2.02. EXECUTION AND AUTHENTICATION

At least one Officer of each of the Issuers shall execute the Notes on behalf of each of the Issuers by manual signature or facsimile. If an Officer of the Issuers whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

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On the Issue Date, the Trustee shall, upon receipt of an order from the Issuers, duly signed by an Officer of each of the Issuers (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03. REGISTRAR AND PAYING AGENT

(a) The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) reflecting the ownership of the Notes outstanding from time to time and of their transfer. The Registrar shall also facilitate the transfer of the Notes on behalf of the Issuers in accordance with Section 2.06 hereof. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agents. The Issuers initially appoint the Trustee as Paying Agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. Milacron or any Restricted Subsidiary may act as Paying Agent or Registrar.

(b) The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes representing the Notes.

(c) The Issuers initially appoint the Trustee to act as the Registrar for the Notes and to act as Custodian with respect to the Global Notes and the Trustee agrees to initially so act.

Section 2.04. PAYING AGENT TO HOLD MONEY IN TRUST

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee in writing of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary) shall have no further liability for such funds. If Milacron or a Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying Agent. Upon any Event of Default pursuant to Section 6.01(f) or (g), the Trustee shall serve as Paying Agent for the Notes.

Section 2.05. HOLDER LISTS

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

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Section 2.06. TRANSFER AND EXCHANGE

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes and the Depositary requests such exchange. Upon the occurrence of any of the preceding events in (A) or (B) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than to a “distributor” (as defined in Rule 902(d) of Regulation S) and other than pursuant to Rule 144A. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

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(iii) Transfer of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note. A beneficial interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(1) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof or, if permitted by the Applicable Procedures, item (3) thereof; or

(2) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer or Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

(1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Issuers so request or if the Applicable Procedures so require, an opinion of counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred.

(v) Transfer or Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note Prohibited. Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in subsection (A) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

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(2) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(3) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(4) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(5) if such beneficial interest is being transferred to an Issuer or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(6) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuers shall execute and the Trustee upon receipt of an Authentication Order shall authenticate and mail to the Person designated by the Holder of such beneficial interest in the instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder a Restricted Definitive Note in the applicable principal amount. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall mail (or otherwise deliver in accordance with applicable DTC procedures) such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(1) and (3) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, a Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case, if the Issuers so request or if the Applicable Procedures so require, an opinion of counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(iii), the Issuers shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the Holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g), the aggregate principal amount of the applicable Restricted Global Note. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(g) hereof, the aggregate principal amount of the applicable Unrestricted Global Note, and the Issuers shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the Holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such Holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global Notes.

(i) Restricted Definitive Notes to Beneficial Interest in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(1) if the Holder of such Definitive Note proposes to exchange such Note for a beneficial interest in a Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(2) if such Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(3) if such Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

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(4) if such Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(5) if such Definitive Note is being transferred to an Issuer or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of, in the case of clause (i) above, the applicable Restricted Global Note, in the case of clause (2) above, the applicable 144A Global Note, and in the case of clause (3) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Issuers so request or if the Applicable Procedures so require, an opinion of counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof, the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of one of the Unrestricted Global Notes.

(iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

(v) Issuance of Unrestricted Global Notes. If any such exchange or transfer of a Definitive Note for a beneficial interest in an Unrestricted Global Note is effected pursuant to clause (ii) or (iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

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(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(1) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(2) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(3) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Transfer or Exchange of Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Restricted Definitive Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Issuers so request, an opinion of counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the clauses of this Section 2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and the Issuers shall execute, and upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal amount to the Person designated by the Holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such Holder.

(iii) Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

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(f) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(1) Except as permitted by clause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (d)(v), (e)(ii) or (e)(iii) to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary):

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN

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WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(ii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.

BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES THAT IT WILL NOT WITHIN 40 DAYS AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH EITHER OF THE ISSUERS OR ANY OF THEIR RESPECTIVE AFFILIATES OWNED THIS NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO EITHER OF THE ISSUERS OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES

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(III) TO (V) OF CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) [RESERVED].

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(iv) Neither the Registrar nor the Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note.

(v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

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(vi) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(vii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.07. REPLACEMENT NOTES

If any mutilated Note is surrendered to the Trustee, the Registrar or either Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note issued in accordance with the Section 2.07 is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08. OUTSTANDING NOTES

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because an Issuer, a Guarantor or an Affiliate of an Issuer or a Guarantor holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than an Issuer, a Subsidiary of Milacron, a Guarantor, or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

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Section 2.09. TREASURY NOTES

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by an Issuer, a Guarantor or by any Affiliate of an Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer, a Guarantor or any obligor upon the Notes or any Affiliate of an Issuer, a Guarantor or of such other obligor.

Section 2.10. TEMPORARY NOTES

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11. CANCELLATION

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act and the Trustee). Certification of the cancellation of all cancelled Notes shall be delivered to the Issuers upon written request. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12. DEFAULTED INTEREST

If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuers shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before any such special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid (or otherwise deliver in accordance with applicable DTC procedures), to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

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Section 2.13. CUSIP/ISIN NUMBERS

The Issuers in issuing the Notes may use CUSIP and ISIN numbers (in each case, if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and ISIN numbers.

Section 2.14. CALCULATION OF PRINCIPAL AMOUNT OF SECURITIES

The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an Officer’s Certificate.

ARTICLE III

REDEMPTION AND PREPAYMENT

Section 3.01. NOTICES TO TRUSTEE

If the Issuers elect to redeem the Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least two Business Days (or such shorter period as allowed by the Trustee) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate of the Issuers setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02. SELECTION OF NOTES TO BE REDEEMED

If less than all of the Notes are to be redeemed at any time (subject to applicable procedures of DTC), the Trustee shall select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange (and such listing is known by a Responsible Officer of the Trustee), in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; no Notes of less than $2,000 can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

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Section 3.03. NOTICE OF REDEMPTION

Subject to Section 3.09 hereof, the Issuers shall deliver electronically or mail or cause to be mailed by first-class mail, postage prepaid (or otherwise deliver in accordance with applicable DTC procedures), notices of redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address appearing in the Note Register or otherwise in accordance with Applicable Procedures, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XII hereof.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the appropriate method for calculation of the redemption price, but need not include the redemption price itself; the actual redemption price shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two (2) Business Days prior to the Redemption Date (or such shorter period as allowed by the Trustee);

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) the CUSIP and ISIN number, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP and ISIN number that is listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07 hereof, any condition to such redemption.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to the Trustee, at least two Business Days (or such shorter period as allowed by the Trustee) before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 hereof, an Officer’s Certificate of the Issuer requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

The Issuer may provide in the notice of redemption that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption or purchase may be performed by another Person.

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Section 3.04. EFFECT OF NOTICE OF REDEMPTION

Once notice of redemption is given in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07 hereof). The notice, if given in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05. DEPOSIT OF REDEMPTION PRICE

(a) Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly, and in any event within two Business Days after the Redemption Date, return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

(b) If the Issuers comply with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the applicable series of Notes or the portions of Notes called for redemption, whether or not such Notes are presented for payment. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06. NOTES REDEEMED IN PART

Upon surrender of a Note that is redeemed in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate of the Issuers is required for the Trustee to authenticate such new Note.

Section 3.07. OPTIONAL REDEMPTION

(a) The Issuers may redeem the Notes in accordance with the provisions of the applicable Note, as set forth in Exhibit A. The Trustee shall have no duty to calculate or verify the calculation of any Applicable Premium. Notwithstanding anything to the contrary contained herein or in the applicable Note, notice of any redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.

(b) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08. MANDATORY REDEMPTION

Except as set forth in Sections 4.10 and 4.14 hereof, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to, or offer to purchase, the Notes.

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Section 3.09. OFFER TO PURCHASE

(a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, other pari passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, postage prepaid (or otherwise deliver in accordance with applicable DTC procedures), a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes and is also unsecured containing provisions similar to those set forth in this Indenture to purchase or redeem with the proceeds of sales of assets. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;

(v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or integral multiples of $1,000 in excess thereof;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered pursuant to such Asset Sale Offer by the Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the issuer or the agent for such other pari passu Indebtedness will select such other pari

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passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such other pari passu Indebtedness tendered (with such adjustments as may be necessary so that only Notes in denominations of $2,000 or integral multiples of $1,000 in excess thereof are purchased);

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased; and

(x) any other procedures the Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

(g) Prior to 11:00 a.m. (New York City time) on the purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that purchase date. The Trustee or the Paying Agent shall promptly, and in any event within two Business Days, return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable. To the extent that the provisions of any securities laws or regulations conflict with Section 4.10, this Section 3.09 or other provisions of this Indenture, the Issuers shall comply with applicable securities laws and regulations and shall not be deemed to have breached their obligations under Section 4.10, this Section 3.09 or such other provision by virtue of such compliance.

ARTICLE IV

COVENANTS

Section 4.01. PAYMENT OF NOTES

The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as of 11:00 a.m. (New York City time) on the due date money deposited by the Issuers in

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immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Paying Agent shall return to the Issuers promptly, and in any event, no later than five (5) Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, and interest paid on the Notes. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful.

Section 4.02. MAINTENANCE OF OFFICE OR AGENCY

(a) The Issuers shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be delivered. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuers hereby appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain such offices or agencies as required by Section 2.03 for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuers hereby designate the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03. REPORTS

(a) So long as any Notes are outstanding, Milacron will furnish to the Trustee:

(i) within 95 days after the end of each fiscal year, annual reports of Milacron containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Milacron had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including (A) “Management’s discussion and analysis of financial condition and results of operations”, (B) audited financial statements prepared in accordance with GAAP and (C) a presentation of Adjusted EBITDA of Milacron and its Subsidiaries substantially consistent with the presentation thereof in the Offering Memorandum;

(ii) within 50 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Milacron containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if Milacron had been a reporting company under the Exchange Act (but only to the extent similar information is provided in the Offering Memorandum), including (A) “Management’s discussion and analysis of financial condition and results of operations”, (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 116 (or any successor provision) and (C) a presentation of Adjusted EBITDA of Milacron and its Subsidiaries substantially consistent with the presentation thereof in the Offering Memorandum; and

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(iii) within the time period specified for filing current reports on Form 8-K by the SEC, current reports containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (other than compensation information), 5.03(b) and 9.01(a) and (b) (only to the extent relating to any of the foregoing) of Form 8-K if Milacron had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if Milacron determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Milacron and its Restricted Subsidiaries, taken as a whole;

provided, however, that such reports required pursuant to clauses (i), (ii) and (iii) above (i) shall not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or related Items 307, 308 and 308T of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) will not be required to comply with Items 402 (except that such reports will be required to present executive compensation and beneficial ownership information only to the extent that and in the same general style of presentation as such information is included in and presented in the Offering Memorandum) of Regulation S-K promulgated by the SEC, (iii) shall not be required to comply with Rule 3-10 of Regulation S-X, except that summary guarantor/non-guarantor information consistent with the disclosure in the Offering Memorandum will be provided, (iv) shall not be required to include any segment or business unit level financial information except to the extent included in the Offering Memorandum and (v) any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K.

At any time that any of Milacron’s Subsidiaries are Unrestricted Subsidiaries, the annual and quarterly reports required by clauses (i) and (ii) above will include the following financial information for the Unrestricted Subsidiaries in the aggregate for the relevant periods: total sales, Adjusted EBITDA (on a basis substantially consistent with the presentation thereof in the Offering Memorandum), total assets and total liabilities.

(b) So long as any Notes are outstanding, Milacron will also:

(i) issue a press release to be posted on Intralinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (the “Secured System”) no fewer than three Business Days prior to the disclosure of the annual and quarterly reports required by clauses (a)(i) and (ii) above announcing the date on which such reports will become available and indicating to Holders of the Notes, prospective investors (each a “Prospective Investor”), security analysts who have certified to Milacron that they are reputable security analysts employed by a reputable financial institution who regularly cover or intend to cover Milacron and the Notes (each, a “Security Analyst”) and market makers who have certified to Milacron that they are reputable market makers who regularly make or intend to make a market in the Notes (each, a “Market Maker”) that such reports and information will be posted on the Secured System; provided that Milacron shall make readily and promptly available any password or other login information relating to the Secured System to Holders of the Notes, Prospective Investors, Security Analysts or Market Makers;

(ii) within ten Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (a)(i) and (ii) above, hold a conference call to discuss such reports and the results of operations for the relevant reporting period. Such conference call shall (A) include a reasonable question and answer period of sufficient length to allow conference call participants an opportunity to ask questions of management and for management to provide comprehensive responses to such questions and (B) include Milacron’s chief executive officer or chief financial officer, or persons holding comparable roles, or, in the event that after reasonable efforts neither the chief executive officer nor chief financial officer is able to participate in the conference call, include as a substitute for such officer a senior member of management of Milacron;

(iii) issue a press release to the Secured System no fewer than three Business Days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders of the Notes, Prospective Investors, Security Analysts and Market Makers to access the Secured System or to contact the appropriate person at Milacron to obtain such information;

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(iv) maintain a website on the Secured System to which Holders of the Notes, Prospective Investors, Security Analysts and Market Makers are readily and promptly given access and to which all of the reports and press releases required by this Section 4.03 are posted;

(v) make readily and promptly available on an “Investor Relations” page on its external website contact information for being provided access to the Secured System to any Holders of the Notes, Prospective Investors, Security Analysts or Market Makers and shall promptly comply with any such requests for access to the Secured System; and

(vi) make available on the Secured System copies of this Indenture, ABL Credit Agreement and Term Loan Credit Agreement, including any exhibits, amendments or supplements thereto.

Milacron shall furnish to Holders of the Notes and Prospective Investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

(c) So long as any direct or indirect parent company of Milacron is the Parent Guarantor, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this covenant may, at the option of Milacron, be filed by and be those of the direct parent company rather than Milacron; provided, however, that if such parent holds any material assets other than cash, Cash Equivalents and the Capital Stock of Milacron, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company and any of its Subsidiaries other than Milacron and its Subsidiaries, on the one hand, and the information relating to Milacron and its Subsidiaries on a standalone basis, on the other hand.

(d) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee is not obligated to confirm that Milacron has complied with its obligations contained in this Section 4.03 to provide such reports or post such reports and information on its website.

Section 4.04. COMPLIANCE CERTIFICATE; NOTICES OF DEFAULT

Milacron shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers and the Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto). In addition, within ten (10) Business Days after becoming aware of any Default, the Issuers shall deliver to the Trustee a statement specifying such Default.

Section 4.05. TAXES

Milacron shall pay, and shall cause each of the Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies, except such as are being contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

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Section 4.06. STAY, EXTENSION AND USURY LAWS

The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07. RESTRICTED PAYMENTS

(a) Milacron will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(i) declare or pay any dividend or distribution on account of or make any similar payment with respect to, Milacron’s or any Restricted Subsidiary’s Equity Interests (including any dividend or distribution payable in connection with any merger or consolidation) other than:

(1) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of Milacron; or

(2) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary of Milacron, Milacron or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Milacron or any direct or indirect parent of Milacron, in each case held by Persons other than Milacron or a Restricted Subsidiary;

(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than:

(1) Indebtedness permitted under Section 4.09(b)(vii); or

(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness of Milacron and its Restricted Subsidiaries in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance, acquisition or retirement; or

(iv) make any Restricted Investment, unless the conditions of subsection (b) below are satisfied.

(b) All payments and other actions set forth in Sections 4.07(a)(i) through (iv) (other than any exception thereto) above shall be collectively referred to as “Restricted Payments”. At the time of such Restricted Payment:

(i) no Default shall have occurred and be continuing or would occur as a consequence thereof;

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(ii) immediately after giving effect to such transaction on a pro forma basis, Milacron could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Milacron and the Restricted Subsidiaries since April 30, 2012 (including Restricted Payments permitted by Sections 4.07(c)(i), 4.07(c)(ii) (with respect to the payment of dividends on Refunding Capital Stock (as defined in Section 4.07(c)(ii)(a)) pursuant to clause (c) thereof only), Sections 4.07(c)(vi)(3), (ix) and (xiii), but excluding all other Restricted Payments permitted by Section 4.07(c)), is less than the sum of (without duplication):

(1) 50% of the Consolidated Net Income of Milacron for the period (taken as one accounting period) beginning on April 1, 2012 to the end of Milacron’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(2) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by Milacron, of marketable securities or other property received by Milacron since April 30, 2012 (other than (i) to the extent used to fund the 2012 Transactions or the Mold-Masters Acquisition Transactions and (ii) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.09(b)(xi)(a)) from the issue or sale of:

(A) (1) Equity Interests of Milacron, including Treasury Capital Stock (as defined in Section 4.07(c)(ii)(a)), but excluding cash proceeds and the fair market value, as determined in good faith by Milacron, of marketable securities or other property received from the sale of (x) Equity Interests to employees, officers, directors, members of management or consultants of Milacron, Restricted Subsidiaries and any direct or indirect parent company of Milacron, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(c)(iv); and (y) Designated Preferred Stock; and (2) to the extent such net cash proceeds, marketable securities or other property are actually contributed to the capital of Milacron, Equity Interests of Milacron’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(c)(iv)); or

(B) debt securities of Milacron or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of Milacron or a direct or indirect parent company of Milacron;

provided, however, that this clause (b) shall not include the proceeds from (w) Refunding Capital Stock, (x) Equity Interests or convertible debt securities sold to Milacron or a Restricted Subsidiary, as the case may be, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus

(3) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by Milacron, of marketable securities or other property contributed to the capital of Milacron after April 30, 2012 (other than (i) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.09(b)(xi)(a), (ii) to the extent applied to fund the 2012 Transactions or the Mold-Masters Acquisition Transactions, (iii) by a Restricted Subsidiary and (iv) any Excluded Contributions); plus

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(4) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by Milacron, of marketable securities or other property received by Milacron or a Restricted Subsidiary by means of:

(A) the sale or other disposition (other than to Milacron or a Restricted Subsidiary) of Restricted Investments made by Milacron or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Milacron or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by Milacron or the Restricted Subsidiaries, in each case after April 30, 2012; or

(B) the sale or other disposition (other than to Milacron or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by Milacron or a Restricted Subsidiary pursuant to Section 4.07(c)(vii) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after April 30, 2012; plus

(5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after April 30, 2012, the fair market value of the Investment in such Unrestricted Subsidiary, as determined in good faith by Milacron or if such fair market value may exceed $20.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by Milacron or a Restricted Subsidiary pursuant to Section 4.07(c)(vii) or to the extent such Investment constituted a Permitted Investment.

(c) The provisions in subsections (a) and (b) above will not prohibit:

(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(ii) (a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests of Milacron or any Restricted Subsidiary (“Treasury Capital Stock”) or Subordinated Indebtedness of an Issuer or any Guarantor or (ii) Equity Interests of any direct or indirect parent company of Milacron, in the case of each of clauses (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to Milacron or a Restricted Subsidiary) of, Equity Interests of Milacron, or any direct or indirect parent company of Milacron to the extent contributed to the capital of Milacron (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to Milacron or a Restricted Subsidiary) of Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 4.07(c)(vi)(1) or (2), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of Milacron) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(iii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 so long as:

(1) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and

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unpaid interest on, the Subordinated Indebtedness being so purchased, repurchased, redeemed, defeased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so purchased, repurchased, redeemed, defeased, acquired or retired and any tender premium and any costs, fees and expenses incurred in connection therewith;

(2) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, repurchased, redeemed, defeased, acquired or retired for value;

(3) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so purchased, repurchased, redeemed, defeased, acquired or retired; and

(4) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so purchased, repurchased, redeemed, defeased, acquired or retired;

(iv) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Milacron or any of its direct or indirect parent companies held by any future, present or former employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Milacron, any of its Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests rolled over by management of Milacron or any direct or indirect parent companies in connection with the 2012 Transactions or the Mold-Masters Acquisition Transactions; provided, however, that the aggregate Restricted Payments made under this clause (iv) do not exceed in any calendar year $15.0 million with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $25.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(1) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Milacron and, to the extent contributed to the capital of Milacron, Equity Interests of any of the direct or indirect parent companies of Milacron, in each case to present or former employees, officers, directors, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Milacron, any of its Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date (other than Equity Interests the proceeds of which are used to fund the 2012 Transactions or the Mold-Masters Acquisition Transactions), to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of subsection (b)(iii) above; plus

(2) the cash proceeds of key man life insurance policies received by Milacron or any of its Restricted Subsidiaries after the Issue Date; less (without duplication)

(3) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (1) and (2) of this subsection (c)(iv);

and provided further that Milacron may apply all or any portion of the aggregate increase contemplated by clauses (1) and (2) above in any calendar year and that cancellation of Indebtedness owing to Milacron from any employee, officer, director, member of management or consultant (or estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Milacron, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of Milacron or any of Milacron’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

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(v) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Milacron or any of its Restricted Subsidiaries or any class or series of Preferred Stock of a Restricted Subsidiary issued in accordance with Section 4.09(a) to the extent such dividends are included in the definition of “Fixed Charges”;

(vi) (1) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by Milacron or any of its Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (1) shall not exceed the aggregate amount of cash actually received by Milacron or such Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(2) a Restricted Payment to a direct or indirect parent company of Milacron, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (2) shall not exceed the aggregate amount of cash actually contributed to the capital of Milacron from the sale of such Designated Preferred Stock; or

(3) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock (other than Disqualified Stock) in excess of the dividends declarable and payable thereon pursuant to subsection (c)(ii);

provided, however, in the case of each of (1), (2) and (3) of this subsection (c)(vi), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock (other than Disqualified Stock), after giving effect to such issuance or declaration on a pro forma basis, Milacron could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a);

(vii) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this subsection (c)(vii) that are at the time outstanding, without giving effect to any distribution pursuant to clause (xv) of this subsection or the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed $30.0 million at the time of such Investment;

(viii) redemptions, repurchases, retirements or other acquisitions of Equity Interests deemed to occur (a) upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (b) in connection with the withholding of a portion of the Equity Interests granted or awarded to any future, present or former employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Milacron or any of its Subsidiaries to pay for the taxes payable by such Persons upon such grant or award;

(ix) the declaration and payment of dividends on Milacron’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of such common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) Milacron in or from any such public Equity Offering;

(x) Restricted Payments in an amount that does not in the aggregate exceed all Excluded Contributions made since the Issue Date;

(xi) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (xi) not to exceed the greater of (x) $75.0 million and (y) 4.0% of Total Assets at the time made;

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(xii) [reserved];

(xiii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.10 and 4.14; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been purchased, repurchased, redeemed, defeased or acquired for value;

(xiv) the declaration and payment of dividends or the payment of other distributions by Milacron or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect parents in amounts required for any direct or indirect parent companies to pay, in each case without duplication:

(1) any fees, taxes (other than taxes imposed on or measured by income, or withholding taxes) and expenses required to maintain their corporate existence;

(2) for each taxable year (or portion thereof) with respect to which Milacron and/or any of its Subsidiaries are members (or constituent parts) of a consolidated, combined, unitary or similar income or franchise tax group for U.S. federal and/or applicable state or local income or franchise tax purposes of which a direct or indirect parent of Milacron is the common parent (a “Tax Group”), aggregate distributions (which may be made in quarterly installments to fund estimated tax payments) to pay the portion of any consolidated, combined, unitary or similar U.S. federal, state or local income and franchise taxes (as applicable) of such Tax Group for such taxable year (or portion thereof) that are attributable to the income of Milacron and/or its Subsidiaries; provided that (i) the amount of such dividends or other distributions for any taxable year shall not exceed the amount of such taxes that Milacron and/or its applicable Subsidiaries, as applicable, would have paid had Milacron and/or such Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate group) and (ii) dividends or other distributions in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to Milacron or any of its Restricted Subsidiaries for such purpose;

(3) customary salary, bonus, severance, indemnification obligations and other fees, benefits, or expense reimbursements payable to directors, officers, employees, members of management or consultants of any direct or indirect parent company of Milacron and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the ownership or operation of Milacron and the Restricted Subsidiaries;

(4) general corporate operating and overhead costs and expenses of any direct or indirect parent company of Milacron to the extent such costs and expenses are attributable to the ownership or operation of Milacron and the Restricted Subsidiaries;

(5) fees and expenses other than to Affiliates of Milacron related to (i) any equity or debt offering of such parent entity (whether or not successful), (ii) any Investment otherwise permitted by this covenant (whether or not successful), including any Permitted Investment and (iii) any transaction of the type described under and not prohibited by Section 5.01;

(6) payments to fund Investments that would otherwise be permitted to be made pursuant to this Section 4.07, including any Permitted Investment, if made by Milacron; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such direct or indirect parent of Milacron shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of Milacron or any of its Restricted Subsidiaries or (2) the merger or amalgamation of the Person formed or acquired into Milacron or one of its Restricted Subsidiaries (to the extent not prohibited by Section 5.01) in order to consummate such Investment, (C) such direct or indirect

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parent company and its Affiliates (other than Milacron or any of its Restricted Subsidiaries) receives no consideration or other payment in connection with such transaction except to the extent Milacron or any of its Restricted Subsidiaries could have given such consideration or made such payment in compliance with this Indenture, (D) any property received by Milacron shall not increase amounts available for Restricted Payments pursuant to Section 4.07(b)(iii) and (E) such Investment shall be deemed to be made by Milacron or such Restricted Subsidiary, subject to compliance with another provision of this paragraph or pursuant to the definition of “Permitted Investments”;

(7) amounts payable by Milacron or any parent company thereof to the Investors pursuant to the Financial Advisory Agreement to the extent permitted to be paid under Section 4.11(b)(iii); and

(8) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other rights to acquire Capital Stock (including any securities convertible into or exchangeable for Equity Interests) of Milacron or any direct or indirect parent;

(xv) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Milacron or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents that were contributed to such Unrestricted Subsidiary for the purpose of such distribution, dividend or other payment);

(xvi) distributions or payments of Receivables Fees; and

(xvii) payments of cash, or dividends, distributions, advances or other Restricted Payments by Milacron or any Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options, warrants or other rights to acquire Capital Stock or upon the conversion or exchange of Capital Stock of Milacron or any such Restricted Subsidiary;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (ix), (xi) and (xv) above, no Default shall have occurred and be continuing or would have occurred as a consequence thereof.

(d) As of the Issue Date, all of Milacron’s Subsidiaries (except for the Issue Date Unrestricted Subsidiary) will be Restricted Subsidiaries. Milacron will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Milacron and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Sections 4.07(a) or (b) or under Sections 4.07(c)(vii), (x) or (xi), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants or Events of Default set forth in this Indenture.

Section 4.08. RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES

Milacron will not, and will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(a) (x) pay dividends or make any other distributions to Milacron or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness owed to Milacron or any of the Restricted Subsidiaries;

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(b) make loans or advances to Milacron or any of the Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to Milacron or any of the Restricted Subsidiaries;

(d) except, however, in the case of subsections (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of:

(i) contractual encumbrances or restrictions pursuant to the ABL Credit Agreement and the Term Loan Credit Agreement and related Hedging Obligations, the Secured Notes, the Existing Foreign Facilities or any documentation related to the Notes and, in each case, the related documentation and contractual encumbrances or restrictions in effect on the Issue Date;

(ii) this Indenture, the Notes and the related Guarantees;

(iii) Capitalized Lease Obligations and Purchase Money Obligations;

(iv) applicable law or any applicable rule, regulation or order;

(v) any agreement or other instrument of a Person acquired by, or merged or consolidated with or into, Milacron or any of the Restricted Subsidiaries, or which is assumed by Milacron or any Restricted Subsidiary in connection with an acquisition of assets from such Person, in existence at the time of such acquisition, merger or consolidation (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; provided that for purposes of this subsection (d)(v), if a Person other than Milacron is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by Milacron or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

(vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) Milacron or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(vii) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described in Section 4.09 and Section 4.12;

(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(ix) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described in Section 4.09;

(x) customary provisions in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

(xi) customary provisions (including non-assignment provisions) contained in leases, subleases, licenses (including intellectual property licenses), sublicenses, asset sale agreements and other agreements, in each case, entered into in the ordinary course of business;

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(xii) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business;

(xiii) restrictions and conditions created in connection with any Receivables Facility that, in the good faith determination of Milacron, are necessary or advisable to effect such Receivables Facility;

(xiv) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred pursuant to the covenants described in Section 4.09 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the ABL Credit Agreement, the Term Loan Credit Agreement, the Existing Foreign Facilities or this Indenture as of the Issue Date (in each case, as determined in good faith by Milacron) or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of Milacron in good faith, to make scheduled payments of cash interest on the Notes when due; or

(xv) any encumbrances or restrictions of the type referred to in subsections (a), (b) and (c) above imposed by any amendments, modifications, restatements, amendments and restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in subsections (d)(i) through (xiv) above; provided that such amendments, modifications, restatements, amendments and restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Milacron, no more materially restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

(e) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of (or remedy bars in respect of) loans or advances made to Milacron or a Restricted Subsidiary to other Indebtedness incurred by Milacron or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Section 4.09. INCURRENCE OF ADDITIONAL INDEBTEDNESS AND ISSUANCE OF DISQUALIFIED STOCK AND PREFERRED STOCK

(a) Milacron will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Milacron will not issue any shares of Disqualified Stock and Milacron will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that Milacron may incur Indebtedness (including Acquired Indebtedness), Milacron may issue shares of Disqualified Stock, and any Restricted Subsidiary or the Co-Issuer may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Milacron and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four quarter period; provided further that Restricted Subsidiaries (other than the Co-Issuer) that are not Guarantors may not incur

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Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including pro forma application of the net proceeds therefrom), the aggregate amount of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries (other than the Co-Issuer) that are not Guarantors outstanding pursuant to this paragraph and clause (x) of Section 4.09(b)(xiii) exceeds the greater of (x) $50.0 million and (y) 3.0% of Total Assets.

(b) Notwithstanding the foregoing subsection (a), Milacron and any of the Restricted Subsidiaries may incur the following Indebtedness:

(i) the incurrence of Indebtedness under Credit Facilities by Milacron or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time not to exceed the sum of (A) $300.0 million plus (B) the greater of (x) $120.0 million and (y) the Borrowing Base as of the date of such incurrence, in each case, less the aggregate amount incurred and outstanding under a Receivables Facility incurred by a Receivables Subsidiary;

(ii) the incurrence by the Issuers and any Guarantor of Indebtedness represented by the Notes and any Guarantee thereof (excluding any Additional Notes and any Guarantee thereof);

(iii) Indebtedness of Milacron and the Restricted Subsidiaries in existence on the Issue Date, including the Secured Notes (other than Indebtedness described in clauses (i) and (ii) of this Section 4.09(b));

(iv) Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations), Disqualified Stock and Preferred Stock incurred by Milacron or any of the Restricted Subsidiaries, to finance the purchase, lease, construction, repair, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred and outstanding under this clause (iv), not to exceed at any time outstanding the greater of $50.0 million and 3.0% of Total Assets, including any refinancing pursuant to clause (xii) below; so long as such Indebtedness (other than Refinancing Indebtedness) exists at the date of such purchase, lease, construction, repair, replacement or improvement of the relevant property or equipment, or is created within 270 days thereafter;

(v) Indebtedness incurred by Milacron or any Restricted Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, unemployment insurance or similar obligations or legislation securing unemployment insurance, health, disability or other employee benefits, or property, casualty or liability insurance, self-insurance or other similar obligations or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is lessee; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(vi) Indebtedness arising from agreements of Milacron or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with any Investment, or any acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received without giving effect to any subsequent changes in value) actually received by Milacron and the Restricted Subsidiaries in connection with such Investment, acquisition or disposition;

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(vii) Indebtedness of Milacron or a Restricted Subsidiary to Milacron or a Restricted Subsidiary; provided that any such Indebtedness owing by Milacron or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes or the Guarantee of the Notes, as the case may be; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Milacron or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to Milacron or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Milacron or a Restricted Subsidiary or any pledge of such Preferred Stock constituting a Permitted Lien) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (viii);

(ix) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(x) obligations in respect of trade and government contracts, customs, stay, performance, bid, appeal and surety bonds and other similar types of bonds and performance and completion guarantees and other obligations of a like nature provided by Milacron or any of the Restricted Subsidiaries in the ordinary course of business;

(xi) (a) Indebtedness, Disqualified Stock or Preferred Stock of Milacron or any Restricted Subsidiary in an aggregate principal amount or liquidation preference, together with any Refinancing Indebtedness in respect thereof, equal to 100.0% of the net cash proceeds received by Milacron since immediately after the Issue Date from the issue or sale of Equity Interests of Milacron or cash contributed to the capital of Milacron (in each case, other than Equity Interests the proceeds of which are used to fund the 2012 Transactions or the Mold-Masters Acquisition Transactions and proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, Milacron or any of the Subsidiaries) as determined in accordance with subsections 4.07(b)(iii)(2) and (3) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(c) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness, Disqualified Stock or Preferred Stock of Milacron or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this subsection (xi)(b), does not at any one time outstanding exceed $100.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this subsection (xi)(b) shall cease to be deemed incurred or outstanding for purposes of this subsection (xi)(b) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which Milacron or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance on this subsection (xi)(b));

(xii) the incurrence by Milacron or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, refinance, replace, renew, extend or defease:

(1) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) and Sections 4.09(b)(ii), (iii), (iv), (xi)(a), (xiii) and (xxii); or

(2) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund, refinance, replace, renew, extend or defease the Indebtedness, Disqualified Stock or Preferred Stock described in subclause (1) of the first proviso of Section 4.09(b)(xii);

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including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, renewed, extended or defeased;

(2) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated to or pari passu with the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

(3) shall not include:

(A) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of Milacron;

(B) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(C) Indebtedness, Disqualified Stock or Preferred Stock of Milacron or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (1) of the first proviso of this clause (xii) will not apply to any refunding, refinancing, replacing, renewing, extending or defeasing of Indebtedness under a Credit Facility;

(xiii) Indebtedness, Disqualified Stock or Preferred Stock of (x) Milacron, the Co-Issuer or a Restricted Subsidiary incurred to finance an acquisition, merger, consolidation or amalgamation or (y) Persons that are acquired by Milacron or any Restricted Subsidiary or merged into Milacron or a Restricted Subsidiary in accordance with the terms of this Indenture or that is assumed by Milacron or any Restricted Subsidiary in connection with such acquisition; provided that in the case of this clause (y), such Indebtedness was not created or incurred with, or in contemplation of, such acquisition, merger, consolidation or amalgamation; provided further that after giving effect to such acquisition, merger, consolidation or amalgamation:

(1) Milacron would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or

(2) the Fixed Charge Coverage Ratio of Milacron would be greater than immediately prior to such acquisition or merger, consolidation or amalgamation;

and provided further that on a pro forma basis, together with amounts incurred and outstanding pursuant to the second proviso to Section 4.09(a), the aggregate amount of Indebtedness, Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries (other than the Co-Issuer) that are not Guarantors pursuant to clause (x) of Section 4.09(b)(xiii) shall not exceed the greater of (x) $50.0 million and (y) 3.0% of Total Assets;

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(xiv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(xv) Indebtedness of Milacron or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(xvi) (1) any guarantee by Milacron or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; or

(2) any guarantee by a Restricted Subsidiary of Indebtedness of Milacron; provided that such Restricted Subsidiary shall comply with Section 4.15;

(xvii) Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries of Milacron in an amount not to exceed at any one time outstanding the greater of $50.0 million and 5.0% of Total Assets of Foreign Subsidiaries that are Restricted Subsidiaries;

(xviii) Indebtedness issued by Milacron or any of the Restricted Subsidiaries to future, current or former officers, directors, employees, members of management and consultants thereof or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, domestic partners or former domestic partners, in each case to finance the repurchase or redemption or other acquisition or retirement for value of Equity Interests of Milacron, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in Section 4.07(c)(iv);

(xix) Cash Management Obligations and Indebtedness in respect of netting services, overdraft facilities, employee credit card programs, or similar arrangements in connection with cash management and deposit accounts;

(xx) Indebtedness of Milacron or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements or (iii) guarantees of the obligations of suppliers, customers, franchises and licenses, in each case, in the ordinary course of business;

(xxi) Indebtedness incurred by a Restricted Subsidiary in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms on a recourse basis;

(xxii) the incurrence of Indebtedness under the Existing Foreign Facilities, together with any Refinancing Indebtedness in respect thereof, in an amount not to exceed $38.0 million;

(xxiii) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of Milacron or any Restricted Subsidiary not to exceed, at any one time outstanding, $10.0 million; and

(xxiv) Indebtedness representing deferred compensation or other similar arrangements to directors, officers, employees, members of management or consultants of Milacron, any direct or indirect parent company of Milacron or any Restricted Subsidiary incurred in the ordinary course of business or in connection with the 2012 Transactions or the Mold-Masters Acquisition Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith), an acquisition or any other Investment permitted or not restricted under this Indenture.

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(c) For purposes of determining compliance with this covenant:

(i) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in Sections 4.09(b)(i) through 4.09(b)(xxiv) or is entitled to be incurred pursuant to Section 4.09(a), Milacron, in its sole discretion, may classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the ABL Credit Agreement and the Term Loan Credit Agreement on the Issue Date will be treated as incurred on the Issue Date under Section 4.09(b)(i) and may not later be reclassified;

(ii) at the time of incurrence or reclassification, Milacron will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) or (b) and shall be entitled to treat a portion of such Indebtedness as having been incurred under Section 4.09(a) and thereafter the remainder of such Indebtedness having been incurred under Section 4.09(b); and

(iii) the amount of any Indebtedness that is issued at a price that is less than the principal amount thereof shall be equal to the amount of liability in respect thereof determined in accordance with GAAP.

(d) Accrual of interest or dividend, the accretion of accreted value, the accretion of original issue discount or liquidation preference or the amortization of original discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed in each case to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of undrawn letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(f) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

(g) Milacron will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of Milacron or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Milacron or such Guarantor, as the case may be. For purposes of this Indenture (i) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

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Section 4.10. ASSET SALES

(I) (a) Milacron will not, and will not permit any Restricted Subsidiary to consummate, directly or indirectly, an Asset Sale, unless:

(i) Milacron or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Milacron) of the assets sold or otherwise disposed of; and

(ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Milacron or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (as defined in (II) below).

(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale covered by Section 4.10(I)(a), Milacron or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale:

(i) to permanently reduce (i) Obligations under Senior Indebtedness that is secured by a Lien, which Lien is permitted by Section 4.12 hereof, and to correspondingly reduce commitments with respect thereto or (ii) Obligations under unsecured Senior Indebtedness of the Issuers or a Guarantor (and to correspondingly reduce commitments with respect thereto); provided that if any such unsecured Senior Indebtedness other than the Notes is reduced with the Net Proceeds of any Asset Sale, the Issuers shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for any Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any;

(ii) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Milacron or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets that are, in each of (A), (B) and (C), used or useful in a Similar Business, or replace the businesses, properties and/or assets that are the subject of such Asset Sale; or

(iii) to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to an Issuer, a Guarantor or a Restricted Subsidiary;

provided that, in the case of subsection (ii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Milacron or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sales covered by this clause (I) that are not invested or applied as provided and within the time period set forth in Section 4.10(I)(b) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, Milacron shall make an offer (an “Asset Sale Offer”) to all Holders and all holders of other Indebtedness that is pari passu with the Notes and is also unsecured containing provisions similar to those set forth in this Indenture to purchase or redeem with the proceeds of sales of assets to purchase the maximum aggregate principal amount of the Notes and other such pari passu and unsecured Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture; provided that no Notes of $2,000 or less can be repurchased in part. Milacron will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by giving the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

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(d) To the extent that the aggregate principal amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Milacron may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered pursuant to such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis based on the principal amount of the Notes tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero (or, in the case of Notes in global form, the Trustee will select Notes for repurchase based on DTC’s method that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and appropriate).

(II) For purposes of this Section 4.10, the following are deemed to be cash or Cash Equivalents:

(a) any liabilities (as shown on Milacron’s, or such Restricted Subsidiary’s, most recent balance sheet or in the notes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on Milacron or such Restricted Subsidiary’s balance sheet or in the footnotes thereto) of Milacron or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which Milacron and all Restricted Subsidiaries have been validly released by all creditors in writing;

(b) any securities received by Milacron or such Restricted Subsidiary from such transferee that are converted by Milacron or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and

(c) any Designated Non-cash Consideration received by Milacron or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $50.0 million and (y) 3.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(III) Milacron will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, Milacron will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Section 4.10 by virtue of such compliance.

Section 4.11. AFFILIATE TRANSACTIONS

(a) Milacron will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Milacron (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless:

(i) such Affiliate Transaction is on terms that are not materially less favorable to Milacron or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Milacron or such Restricted Subsidiary with an unrelated Person; and

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(ii) Milacron delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a Board Resolution adopted by the majority of the Board of Directors of Milacron approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above.

(b) The provisions of Section 4.11(a) will not apply to:

(i) transactions between or among Milacron or any of the Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) or between or among Restricted Subsidiaries;

(ii) Restricted Payments permitted by the provisions of this Indenture described above under Section 4.07 and Permitted Investments;

(iii) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses and indemnities, directly or indirectly, to the Investors pursuant to the Financial Advisory Agreement (plus any unpaid management, consulting, monitoring, transaction, advisory and termination fees and related expenses and indemnities accrued in any prior year);

(iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees, members of management or consultants of Milacron, any of Milacron’s direct or indirect parent companies or any of the Restricted Subsidiaries;

(v) transactions in which Milacron or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Milacron or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to Milacron or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Milacron or such Restricted Subsidiary with an unrelated Person;

(vi) any agreement as in effect as of the Issue Date (other than the Financial Advisory Agreement), or any amendment thereto (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(vii) the existence of, or the performance by Milacron or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement, principal investors agreement (including any registration rights agreement or purchase agreement related thereto) to which it was a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Milacron or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this subsection (b)(vii) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any material respect to the Holders when taken as a whole;

(viii) the Mold-Masters Acquisition Transactions and the payment of all fees and expenses related to the Mold-Masters Acquisition Transactions;

(ix) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to Milacron and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of Milacron or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(x) the issuance of Equity Interests (other than Disqualified Stock) by Milacron or a Restricted Subsidiary to any Person;

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(xi) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(xii) payments by Milacron or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of Milacron in good faith;

(xiii) payments, loans (or cancellation of loans) or advances to directors, officers, employees, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Milacron, any of the direct or indirect parent companies or any of its Subsidiaries and employment agreements, severance arrangements, stock option plans and other similar arrangements with such employees, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) which, in each case, are approved by a majority of the Board of Directors of Milacron in good faith;

(xiv) investments by the Investors in debt securities of Milacron or any of the Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by the Investors in connection therewith);

(xv) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of Milacron or any direct or indirect parent company of Milacron or a Subsidiary of Milacron, as appropriate, in good faith;

(xvi) any contribution to the capital of Milacron;

(xvii) pledges of Equity Interests of Unrestricted Subsidiaries; and

(xviii) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business which are fair to Milacron and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of Milacron or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Section 4.12. LIENS

(a) Milacron will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (each, a “Subject Lien”) that secures obligations under any Indebtedness, on any asset or property of Milacron or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except Permitted Liens, unless:

(i) in the case of Subject Liens securing subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such asset or property that is senior in priority to such Subject Lien; and

(ii) in all other cases, the Notes or the Guarantees are equally and ratably secured.

(b) Any Lien created for the benefit of the Holders pursuant to Section 4.12(a)(i) or (ii) shall provide by its terms that such Lien shall automatically and unconditionally be released and discharged upon the release and discharge of the initial Lien that gave rise to the obligation to secure the Notes.

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Section 4.13. CORPORATE EXISTENCE

Subject to Article V hereof, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) limited liability company existence with respect to Milacron and corporate existence with respect to the Co-Issuer, and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuers or any such Restricted Subsidiary and (ii) the material rights (charter and statutory), licenses and franchises of the Issuers and the Restricted Subsidiaries; provided, however, that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership, limited liability company or other existence of any Restricted Subsidiary, if the Board of Directors of Milacron shall determine that the preservation thereof is no longer desirable in the conduct of the business of Milacron and the Restricted Subsidiaries, taken as a whole.

Section 4.14. REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently given a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer electronically or by first-class mail (or otherwise deliver in accordance with applicable DTC procedures), with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register or otherwise in accordance with Applicable Procedures, with the following information:

(i) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(ii) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is given (the “Change of Control Payment Date”);

(iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(iv) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(vi) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the fifth Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of such Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

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(vii) that the Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in principal amount);

(viii) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow; and

(ix) if such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional upon the occurrence of such Change of Control.

The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(ii) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(iii) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.

Section 4.15. GUARANTEES OF INDEBTEDNESS BY RESTRICTED SUBSIDIARIES

Milacron will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of Milacron (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of Milacron or a Guarantor), other than a Guarantor or a Foreign Subsidiary or a special purpose Restricted Subsidiary formed in connection with a Receivables Facility, to guarantee the payment of or become an obligor under any Indebtedness of Milacron, the Co-Issuer or any other Guarantor unless such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a

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Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of Milacron or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; provided that this sentence shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16. RESTRICTIONS ON ACTIVITIES OF THE CO-ISSUER

The Co-Issuer shall not hold any material assets, become liable for any material obligations or engage in any business activities or operations; provided that the Co-Issuer may (i) be a co-obligor with respect to Indebtedness (including, for the avoidance of doubt, the Notes and the Secured Notes) if Milacron is a primary obligor on such Indebtedness, the net proceeds of such Indebtedness are received by Milacron or one or more of the Restricted Subsidiaries and such Indebtedness is otherwise permitted to be incurred under this Indenture and (ii) guarantee any Obligations under the ABL Credit Agreement, the Term Loan Credit Agreement or any other Credit Facilities Debt.

Section 4.17. MAINTENANCE OF PROPERTIES

The Issuers shall, and shall cause each of the Restricted Subsidiaries to at all times maintain, preserve and protect all property material to the conduct of their business and keep such property in good repair, working order and condition, except as would not have a material adverse effect on the ability of the Issuers and the Guarantors to satisfy their obligations under this Indenture and the Notes.

ARTICLE V

SUCCESSORS

Section 5.01. MERGER, CONSOLIDATION AND SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

(a) Milacron shall not consolidate or merge with or into or wind up into (whether or not Milacron is the surviving corporation), and may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of Milacron and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(i) Milacron is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than Milacron) or the Person into whom Milacron is wound up or to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof or the District of Columbia (Milacron or such Person, as the case may be, being herein called the “Successor”); provided that in the case where the Successor is not a corporation, a co-obligor of the Notes is a corporation;

(ii) the Successor, if other than Milacron, expressly assumes all the obligations of Milacron under the Notes pursuant to a supplemental indenture or other documents or instruments;

(iii) immediately after such transaction, no Default shall have occurred and be continuing;

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(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either:

(1) the Successor would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or

(2) the Fixed Charge Coverage Ratio for the Successor, Milacron and its Restricted Subsidiaries would be equal to or greater than such Fixed Charge Coverage Ratio for Milacron and the Restricted Subsidiaries immediately prior to such transaction;

(v) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(d)(i)(2) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(vi) Milacron shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indentures, if any, comply with this Indenture.

The Successor, if other than Milacron, will succeed to, and be substituted for, Milacron under this Indenture and the Notes and in such event Milacron will automatically be released and discharged from its obligations under this Indenture and the Notes.

(b) The Co-Issuer may not consolidate or merge with or into or wind up into (whether or not the Co-Issuer is the surviving corporation), and may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Co-Issuer and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(i) the Co-Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Co-Issuer) or the Person into whom the Co-Issuer is wound up or to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof or the District of Columbia (the Co-Issuer or such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a co-obligor of the Notes is a corporation;

(ii) the Successor Company, if other than the Co-Issuer, expressly assumes all the obligations of the Co-Issuer under the Notes pursuant to a supplemental indenture or other documents or instruments;

(iii) immediately after such transaction, no Default shall have occurred and be continuing;

(iv) each Guarantor, unless it is the other party to the transactions described above, in which case clause (d)(i)(2) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(v) the Co-Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indentures, if any, comply with this Indenture.

The Successor Company, if other than the Co-Issuer, shall succeed to, and be substituted for, the Co-Issuer under this Indenture and the Notes and in such event the Co-Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes.

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(c) Notwithstanding the foregoing subsections (a)(iii), (a)(iv) and (b)(iii):

(x) any Issuer or a Restricted Subsidiary may consolidate with or merge into or wind-up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets into any Issuer or any Guarantor;

(y) any Issuer may merge with an Affiliate of an Issuer solely for the purpose of reorganizing an Issuer in a State of the United States or the District of Columbia so long as the amount of Indebtedness of Milacron and its Restricted Subsidiaries is not increased thereby; and

(z) the Co-Issuer may consolidate with or merge into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to Milacron or a Guarantor provided that Milacron is, at such time, a corporation.

(d) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor will, and the Issuers will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not Milacron or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i) (1) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or into whom such Guarantor is wound up or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, or the District of Columbia (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(2) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;

(3) immediately after such transaction, no Default shall have occurred and be continuing; and

(4) Milacron shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indentures, if any, comply with this Indenture; and

(ii) the transaction does not violate Section 4.10.

(e) In the case of subsection (d)(i) above, the Successor Person, if other than the Guarantor, will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee and in such event the Guarantor will automatically be released and discharged from its obligations under this Indenture and the Guarantee. Notwithstanding the foregoing, (A) any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or Issuer or, to the extent permitted by Section 4.07 or constituting a Permitted Investment, another Restricted Subsidiary, (ii) merge with an Affiliate of an Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof, or the District of Columbia or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction or organization of such Guarantor, in each case without regard to the requirements set forth in Section 5.01(d) and (B) any Restricted Subsidiary (other than the Co-Issuer) may dissolve, liquidate or wind up its affairs or merge out of existence into Milacron, the Co-Issuer or another Restricted Subsidiary if such dissolution, liquidation or winding up or merger is in the best interests of Milacron and is not materially disadvantageous to the Holders (in the good faith determination of Milacron) and any assets not otherwise disposed of in accordance with Section 4.10 shall be transferred to, or otherwise owned by, a Guarantor.

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Section 5.02. SUCCESSOR CORPORATION SUBSTITUTED

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of an Issuer or a Guarantor in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which such Issuer or Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to such Issuer or Guarantor, as applicable, shall refer instead to the successor corporation and not to such Issuer or Guarantor, as applicable), and may exercise every right and power of such Issuer or Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as an Issuer or a Guarantor, as applicable, herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of such Issuer’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01. EVENTS OF DEFAULT

An “Event of Default”, wherever used herein, means any one of the following events:

(a) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(b) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(c) failure by the Issuers or any Restricted Subsidiary for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes then outstanding voting as a single class to comply with any of their obligations, covenants or agreements (other than a default referred to in clauses (a) and (b) above) contained in this Indenture or the Notes;

(d) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Milacron or any of the Restricted Subsidiaries or the payment of which is guaranteed by Milacron or any of the Restricted Subsidiaries, other than Indebtedness owed to Milacron or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final maturity; and

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or more at any one time outstanding;

(e) failure by Milacron or any Significant Party (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party) to pay final non-appealable judgments aggregating in excess of $50.0 million (net of any amounts covered by indemnities or enforceable insurance policies

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issued by solvent insurance carriers), which final judgments remain unpaid, undischarged and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, and enforcement proceedings have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(f) an Issuer or any Significant Party (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party), pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; or

(iv) makes a general assignment for the benefit of its creditors;

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against an Issuer or any Significant Party (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party), in a proceeding in which an Issuer or any Significant Party, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of an Issuer or any Significant Party (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party), or for all or substantially all of the property of an Issuer or any Significant Party (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party); or

(iii) orders the liquidation of an Issuer or any Significant Party (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party);

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(h) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party (or the responsible officers of any group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of Parent Guarantor for a fiscal quarter end) would constitute a Significant Party), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, in each case, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

Section 6.02. ACCELERATION

(a) If any Event of Default (other than an Event of Default of the type specified in clause (f) or (g) of Section 6.01) occurs and is continuing under this Indenture, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then total outstanding Notes by notice to the Issuers and the

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Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (f) or (g) of Section 6.01, all outstanding Notes shall become due and payable immediately without further action or notice. The Trustee may withhold from the Holders notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest.

(b) The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration and its consequences with respect to the Notes, provided such rescission does not conflict with any judgment of a court of competent jurisdiction. In the event of any Event of Default specified in clause (d) of Section 6.01 hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(iii) the default that is the basis for such Event of Default has been cured.

Section 6.03. OTHER REMEDIES

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be cumulative to the extent permitted by law.

Section 6.04. WAIVER OF DEFAULTS

Subject to Section 6.02 hereof, Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. CONTROL BY MAJORITY

Subject to Section 7.01(e), Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

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Section 6.06. LIMITATION ON SUITS

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(a) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(b) Holders of at least 25% in principal amount of the total outstanding Notes have requested in writing the Trustee to pursue the remedy;

(c) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(d) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(e) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08. COLLECTION SUIT BY TRUSTEE

If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. RESTORATION OF RIGHTS AND REMEDIES

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10. RIGHTS AND REMEDIES CUMULATIVE

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 6.11. DELAY OR OMISSION NOT WAIVER

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12. TRUSTEE MAY FILE PROOFS OF CLAIM

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to them for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due to the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13. PRIORITIES

Any money or property collected by the Trustee pursuant to this Article VI and any money or other property distributable in respect of any Obligations of the Issuers or the Guarantors under this Indenture after an Event of Default shall be applied in the following order:

(a) First, to the Trustee, such Agent, their agents and attorneys for amounts due under Section 7.07 hereof;

(b) Second, to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(c) Third, to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13.

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Section 6.14. UNDERTAKING FOR COSTS

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.01. DUTIES OF TRUSTEE

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the form required in this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the form requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations and other facts stated therein). Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the covenants contained in Article IV or Article V.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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Section 7.02. RIGHTS OF TRUSTEE

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of Milacron and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuers or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of each Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if an indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.

(h) The Trustee shall not be liable for any consequential loss (including, without limitation, loss of business, goodwill, opportunity or profit of any kind) of the Issuers, any Subsidiary or any other Person.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified and/or secured, are extended to, and shall be enforceable by U.S. Bank National Association, and each agent, custodian and other person employed to act hereunder. Absent willful misconduct or negligence, each Paying Agent and Registrar shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.

Section 7.03. INDIVIDUAL RIGHTS OF TRUSTEE

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with Milacron or any Affiliate of Milacron with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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Section 7.04. TRUSTEE’S DISCLAIMER

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to an Issuer or upon an Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. NOTICE OF DEFAULTS

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee in accordance with Section 13.02 hereof at the Corporate Trust Office of the Trustee and such notice references the Notes and this Indenture.

Section 7.06. REPORTS BY TRUSTEE TO HOLDERS

Within 60 days after each April 15, beginning with the April 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (excluding Section 313(a)(6)) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also deliver all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its delivery to the Holders shall be mailed to the Issuers and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee in writing if the Notes are listed on any stock exchange.

Section 7.07. COMPENSATION AND INDEMNITY

The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee (in its capacity as trustee) and its officers, directors, employees and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, an Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder except to the extent the Issuers have been materially prejudiced thereby. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuers and Guarantors need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

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The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08. REPLACEMENT OF TRUSTEE

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof or Section 310 of the Trust Indenture Act;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail (or otherwise deliver in accordance with applicable DTC procedures) a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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Section 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10. ELIGIBILITY; DISQUALIFICATION

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has, together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.02. LEGAL DEFEASANCE AND DISCHARGE

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

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(d) this Section 8.02.

If the Issuers exercise under Section 8.01 the option applicable to this Section 8.02, subject to satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default under subsections (c), (d), (e), (f) (solely with respect to a Significant Party), (g) (solely with respect to a Significant Party) and (h) of Section 6.01. Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. COVENANT DEFEASANCE

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof and clauses (iv) and (v) of Section 5.01(a), Sections 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(d), 6.01(e), 6.01(f) (solely with respect to a Significant Party), 6.01(g) (solely with respect to a Significant Party) and 6.01(h) hereof shall not constitute Events of Default.

Section 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(a) the Issuers shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, and interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date.

(b) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions,

(i) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(ii) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

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in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default with respect to any covenant being defeased (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material mortgage, indenture (other than this Indenture) or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed to which Milacron or any Guarantor is a party or by which Milacron or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);

(f) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and

(g) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05. DEPOSITED CASH AND U.S. GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including Milacron or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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Section 8.06. REPAYMENT TO ISSUERS

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by an Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07. REINSTATEMENT

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES

Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee or Notes without the consent of any Holder:

(a) to cure any ambiguity, omission, mistake, defect or inconsistency;

(b) to provide for uncertificated Notes of such series in addition to or in place of Definitive Notes;

(c) to comply with Section 5.01 hereof;

(d) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(e) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;

(g) to comply with requirements of the SEC in order to effect or to qualify this Indenture under the Trust Indenture Act;

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(h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof or to provide for the accession of the Trustee to any instrument in connection with the Notes;

(i) to add a Guarantor under this Indenture and to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes;

(j) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee;

(k) to provide for the issuance of Additional Notes in accordance with the limitations set forth herein;

(l) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or the Notes, as certified by the Issuers in an Officer’s Certificate;

(m) to make any changes with respect to the rights or obligations of the Trustee or other provisions relating to the Trustee that do not adversely affect the rights of any Holder in any material respect; or

(n) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuers accompanied by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not the obligation to, enter into such amended or supplemental indenture that affects their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, an Opinion of Counsel shall not be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Section 9.02. WITH CONSENT OF HOLDERS OF NOTES

Except as provided below in this Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any), voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof, Section 2.09 hereof and Section 2.14 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

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Upon the request of the Issuers accompanied by a resolution of their respective Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects their own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail (or otherwise deliver in accordance with applicable DTC procedures) to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

(a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(b) reduce the principal amount of or change the fixed maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof and other than the notice provisions);

(c) reduce the rate of or change the time for payment of interest on any Note;

(d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(e) make any Note payable in money other than that stated therein;

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(g) make any change in these amendment and waiver provisions;

(h) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(i) make any change to the ranking of the Notes (or related Guarantees) that would adversely affect the Holders; or

(j) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders.

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Section 9.03. COMPLIANCE WITH TRUST INDENTURE ACT

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies in all material respects with the Trust Indenture Act as then in effect.

Section 9.04. REVOCATION AND EFFECT OF CONSENTS

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05. NOTATION ON OR EXCHANGE OF NOTES

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. None of the Issuers nor any Guarantor may sign an amendment, supplement or waiver until the relevant Board of Directors (or similar governing body) approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive, and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, an Opinion of Counsel shall not be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Section 9.07. PAYMENT FOR CONSENT

Neither an Issuer nor any Affiliate of an Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

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ARTICLE X

GUARANTEES

Section 10.01. GUARANTEE

Subject to this Article X, each of the Guarantors hereby, jointly, severally and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Unless and until released in accordance with Section 10.06, each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any

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payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02. LIMITATION ON GUARANTOR LIABILITY

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor (other than a company that is a direct or indirect parent of Milacron) under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to contribution or reimbursement from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03. EXECUTION AND DELIVERY OF GUARANTEE

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture or a supplemental indenture hereto in substantially the form of Exhibit D hereto, as the case may be, shall be executed on behalf of such Guarantor by its President, Chairman, Chief Executive Officer, one of its Vice Presidents, one of its Assistant Vice Presidents, its Chief Financial Officer or Treasurer (or by the President, Chairman, Chief Executive Officer, one of the Vice Presidents, one of the Assistant Vice Presidents, the Chief Financial Officer or the Treasurer of its sole member, as applicable).

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the

Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

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Section 10.04. SUBROGATION

Each Guarantor shall be subrogated to all rights of Holders against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05. BENEFITS ACKNOWLEDGED

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06. RELEASE OF GUARANTEES

A Guarantee by a Guarantor shall be automatically and unconditionally released, discharged and terminated and no further action by the Guarantor, the Issuers or the Trustee is required for the release of the Guarantor’s Guarantee, upon:

(a) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; provided, however, that such Guarantor is also released from its guarantees and all pledges and security, if any, granted in connection with the ABL Credit Agreement, the Term Loan Credit Agreement and the Secured Notes;

(b) in the case of a guarantee as a result of compliance with Section 4.12, the release, discharge or termination of the guarantee by such Guarantor of the guarantee that resulted in the creation of such Guarantee (it being understood that a release subject to contingent reinstatement is still a release and that if such guarantee is reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee), except a release, discharge or termination by or as a result of payment under such guarantee;

(c) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with this Indenture;

(d) upon the merger or consolidation of any Guarantor with and into Milacron or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to Milacron or another Guarantor;

(e) the exercise by the Issuers of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Issuers’ obligations under this Indenture in accordance with Article XII hereof;

(f) subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all Notes then outstanding and all other applicable Obligations Guaranteed by such Guarantor then due and owing; or

(g) (i) the release, discharge or termination of the guarantee by such Guarantor (or, in the case of the ABL Credit Agreement, such Guarantor ceasing to be a borrower thereunder) under each of the ABL Credit Agreement, the Term Loan Credit Agreement and the Secured Notes or (ii) in the case of a guarantee made by a Guarantor as a result of its incurrence or guarantee of other Indebtedness pursuant to Section 4.15 hereof, the release, discharge or termination of relevant Indebtedness or guarantee thereunder, as applicable (it being understood that a release subject to contingent reinstatement is still a release and that if such guarantee is reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee), in each case, except a release, discharge or termination by or as a result of payment under such Guarantee.

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ARTICLE XI

[RESERVED]

ARTICLE XII

SATISFACTION AND DISCHARGE

Section 12.01. SATISFACTION AND DISCHARGE

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(b) (i) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(ii) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(iii) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided, however, that any counsel may rely on an Officer’s Certificate as to matters of fact.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subsection (b)(i) of this Section 12.01, the provisions of Section 12.02 and Section 8.06 hereof shall survive.

Section 12.02. APPLICATION OF TRUST MONEY

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit

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had occurred pursuant to Section 12.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE XIII

MISCELLANEOUS

Section 13.01. TRUST INDENTURE ACT CONTROLS

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c) in respect of the sections of the Trust Indenture Act that are expressly incorporated by reference in this Indenture pursuant to Section 1.03, the imposed duties shall control.

Section 13.02. NOTICES

Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuers and/or any Guarantor:

Milacron LLC

Milacron Finance Corp.

c/o Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

(513) 487-5000

Attention: General Counsel

Facsimile No.: (513) 487-5086

With a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Heather Emmel

Facsimile No.: (212) 310-8007

If to the Trustee:

U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul MN 55107-1419

Attention: Corporate Trust Services, Raymond S. Haverstock

Facsimile: (651) 495-8097

The Issuers, any Guarantor or the Trustee by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; at the time sent, if delivered electronically, five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt

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acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) an Officer’s Certificate of the Issuers in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate, certificates of public officials or reports or opinions of experts as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 13.06. RULES BY TRUSTEE AND AGENTS

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No past, present or future director, officer, manager, employee, incorporator or stockholder of Milacron or any of its Subsidiaries or any of their respective direct or indirect parent entities shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 13.08. GOVERNING LAW

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 13.09. WAIVER OF JURY TRIAL

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.10. FORCE MAJEURE

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 13.11. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.12. SUCCESSORS

All agreements of the Issuers in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Sections 5.01(c)(1), 5.01(d), 5.02 and 10.06 hereof.

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Section 13.13. SEVERABILITY

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.14. COUNTERPART ORIGINALS

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.15. TABLE OF CONTENTS, HEADINGS, ETC.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.16. PATRIOT ACT

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act (the “Patriot Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they shall provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the Patriot Act.

[Signatures on following pages]

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SIGNATURES

Dated as of March 28, 2013

ISSUERS:
MILACRON LLC
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Vice President-Finance, Chief Financial Officer and Treasurer
MCRON FINANCE CORP.
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Vice President-Finance, Chief Financial Officer and Treasurer

SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE

GUARANTORS:
MILACRON HOLDINGS, INC.
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Vice President-Finance, Chief Financial Officer and Treasurer
MILACRON PLASTICS TECHNOLOGIES GROUP LLC
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Chief Financial Officer and Treasurer
DME COMPANY LLC
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Chief Financial Officer and Treasurer
CIMCOOL INDUSTRIAL PRODUCTS LLC
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Chief Financial Officer and Treasurer
MILACRON MARKETING COMPANY LLC
By:	/s/ John C. Francy
Name:	John C. Francy
Title:	Chief Financial Officer and Treasurer

SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Raymond S. Haverstock
Name:	Raymond S. Haverstock
Title:	Vice President

SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE

EXHIBIT A

[FACE OF NOTE]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

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CUSIP [            ]

7.750% Senior Note due 2021

No. [                    ] [$        ]

MILACRON LLC

MCRON FINANCE CORP.

promise to pay to Cede & Co. or its registered assigns, the principal sum [of          Dollars] ($        ) [, as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto,] on February 15, 2021.

Interest Payment Dates: February 15 and August 15, commencing August 15, 2013

Record Dates: February 1 and August 1, commencing August 1, 2013

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IN WITNESS HEREOF, each of the Issuers has caused this instrument to be duly executed.

Dated: [                    ]

MILACRON LLC

By:

Name:

Title:

MCRON FINANCE CORP.

By:

Name:

Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

Dated:

U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:
	Authorized Signatory

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[Back of Note]

7.750% Senior Note due 2021

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST.

Milacron LLC, a Delaware limited liability company (“Milacron”) and Mcron Finance Corp., a Delaware corporation (“Finance Corp” and together with Milacron, the “Issuers”), promise to pay interest on the principal amount of this Note at a rate per annum set forth below from March 28, 2013 until maturity. The Issuers will pay interest on this Note semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2013, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), and no interest shall accrue on such payment for the intervening period. The Issuers will make each interest payment to the Holder of record of this Note on the immediately preceding February 1 and August 1, commencing on August 1, 2013 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 28, 2013. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will be fixed at a rate equal to 7.750%.

2. METHOD OF PAYMENT.

The Issuers will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders, provided that [all payments of principal, premium, if any, and interest on, this Note will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof to the Issuers or the Paying Agent at least five Business Days in advance of the applicable Interest Payment Date]¹ [all payments of principal, premium, if any, and interest on, this Note will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion)].² Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR.

Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. Milacron or any of its Subsidiaries may act as Paying Agent or Registrar.

¹  Applicable if this Note is represented by a Global Note registered in the name of or held by DTC or its nominee on the relevant record date.

²  Applicable if this Note is represented by certificated notes.

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4. INDENTURE.

The Issuers issued the Notes under an Indenture, dated as of March 28, 2013 (the “Indenture”), among the Issuers, the Guarantors from time to time parties thereto, and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their Senior Notes due February 15, 2021. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

The Notes are not subject to optional redemption except as set forth below in this Section 5:

(a) At any time prior to February 15, 2016, the Notes may be redeemed or purchased (by the Issuers or any other Person) at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest to, but not including, the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Such redemption or purchase may be made upon notice mailed by first-class mail to each Holder’s registered address (or otherwise delivered in accordance with the applicable DTC procedures), not less than 30 nor more than 60 days prior to the Redemption Date. The Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption or purchase may be performed by another Person. The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

(b) On and after February 15, 2016, the Notes may be redeemed, at the Issuers’ option, in whole or in part, at any time and from time to time at the redemption prices set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address (or otherwise delivered in accordance with the applicable DTC procedures), not less than 30 nor more than 60 days prior to the Redemption Date. The Issuers may provide in such notice that the payment of the redemption price and the performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Notes will be redeemable at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below:

Year	Percentage
2016		105.813	%
2017		103.875	%
2018		101.938	%
2019 and thereafter		100.000	%

(c) Until February 15, 2016, the Issuers may, at their option, on one or more occasions, redeem up to 40% of the then outstanding aggregate principal amount of Notes (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to 107.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are contributed to Milacron; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale.

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(d) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION.

Except as set forth in Sections 4.10 and 4.14 of the Indenture, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION.

Subject to Section 3.03 of the Indenture, notice of redemption will be given at least 30 days but not more than 60 days before the Redemption Date (except that redemption notices may be given more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XII of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

Upon the occurrence of a Change of Control, the Issuers shall make a Change of Control Offer in accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuers shall make an Asset Sale Offer as and when provided in accordance with Section 4.10 of the Indenture.

9. DENOMINATIONS, TRANSFER, EXCHANGE.

The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS.

The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER.

The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES.

The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Guarantees or the

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Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. Milacron is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

13. AUTHENTICATION.

This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. GOVERNING LAW.

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

15. CUSIP AND ISIN NUMBERS.

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address:

Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

(513) 487-5000

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                                          

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨ Section 4.10 ¨ Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$        

Date:                                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note have been made:

Date of Exchange Amount of decrease
in Principal Amount
of this Global Note Amount of increase in
Principal Amount of
this Global Note Principal Amount of
this Global Note
following such
decrease or increase Signature of
authorized officer of
Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

(513) 487-5000

Attention: General Counsel

U.S. Bank National Association

Corporate Trust Services

EP-MN-W53C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Re: 7.750% Senior Notes due 2021

Reference is hereby made to the Indenture, dated as of March 28, 2013 (the “Indenture”), among Milacron LLC, a Delaware limited liability company (“Milacron”) and Mcron Finance Corp., a Delaware corporation (“Finance Corp” and, together with Milacron, the “Issuers”), the Guarantors from time to time parties thereto, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $         in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

B-1

3. ¨ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) ¨ such Transfer is being effected to an Issuer or a subsidiary thereof;

or

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. ¨ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) ¨ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ¨ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:            

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨    a beneficial interest in the:

(i) ¨    144A Global Note ([CUSIP: 59870XAB6]), or

(ii) ¨    Regulation S Global Note ([CUSIP: CUSIP: U60046AB2]), or

(b) ¨    a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨    a beneficial interest in the:

(i) ¨    144A Global Note ([CUSIP: 59870XAB6]), or

(ii) ¨    Regulation S Global Note ([CUSIP: CUSIP: U60046AB2]), or

(ii) ¨    Unrestricted Global Note ([                    ]

[        ]); or

(b) ¨    a Restricted Definitive Note; or

(c) ¨    an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

(513) 487-5000

Attention: General Counsel

U.S. Bank National Association

Corporate Trust Services

EP-MN-W53C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Re: 7.750% Senior Notes due 2021

Reference is hereby made to the Indenture, dated as of March 28, 2013 (the “Indenture”), among Milacron LLC, a Delaware limited liability company (“Milacron”) and Mcron Finance Corp., a Delaware corporation (“Finance Corp” and, together with Milacron, the “Issuers”), the Guarantors from time to time parties thereto, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

             (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES

(a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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(c) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES.

(a) ¨ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) ¨ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [    ] 144A Global Note [    ] Regulation S Global Note of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated             .

[Insert Name of Transferor]

By:

Name:

Title:

Dated:             

C-3

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                      (the “Guaranteeing Subsidiary”), a subsidiary of Milacron LLC, a Delaware limited liability company (“Milacron”), and U.S. Bank National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, Milacron LLC, a Delaware limited liability company (“Milacron”) and Mcron Finance Corp., a Delaware corporation (the “Co-Issuer” and together with Milacron, the “Issuers”), and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an Indenture, dated as of March 28, 2013 (as amended, further supplemented, waived or otherwise modified from time to time, the “Indenture”), providing for, among other things, the issuance of an unlimited aggregate principal amount of 7.750% Senior Notes due 2021 (the “Notes”);

WHEREAS, Section 10.03 of the Indenture provides that the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture (the “Guarantee”) on the terms and conditions set forth herein and in Article X of the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree, for the benefit of the Holders of the Notes, as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all other Guarantors named in the Indenture (including pursuant to any supplemental indentures), to jointly and severally, unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that:

(i) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee under the Indenture shall be promptly paid in full or performed, all in accordance with the terms of the Indenture; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

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(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture or the obligations of the Issuers hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The Guaranteeing Subsidiary hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture. The Guaranteeing Subsidiary accepts all obligations applicable to a Guarantor under the Indenture, including Article X of the Indenture (which is deemed incorporated in this Supplemental Indenture and applicable to this Guarantee) and, as applicable, Sections 5.01(c) and (d) and Section 5.02 of the Indenture. The Guaranteeing Subsidiary acknowledges that by executing this Supplemental Indenture, it will become a Guarantor under the Indenture and subject to all the terms and conditions applicable to Guarantors contained therein.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by

the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article X of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j) Until released in accordance with Section 10.06 of the Indenture and Section 5 hereof, this Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against Milacron for liquidation, reorganization, should Milacron become insolvent or make an

D-2

assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general secured senior obligation of such Guaranteeing Subsidiary, ranking pari passu in right of payment with all existing and future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

4. Merger, Consolidation or Sale of All or Substantially All Assets of a Guarantor.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not Milacron or the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person.

(b) In the case of clause (i) of Section 5.01(c) of the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or an Issuer.

(c) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of an Issuer or a Guarantor in accordance with Section 5.01 of the Indenture, the successor corporation formed by such consolidation or into or with which such Issuer or Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of the Indenture referring to such Issuer or Guarantor, as applicable, shall refer instead to the successor corporation and not to such Issuer or Guarantor, as applicable), and may exercise every right and power of such Issuer or Guarantor, as applicable, under the Indenture with the same effect as if such successor Person had been named as an Issuer or a Guarantor, as applicable, therein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of such Issuer’s assets that meets the requirements of Section 5.01 of the Indenture.

5. Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon satisfaction of all of the conditions set forth in Section 10.06 of the Indenture.

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6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Issuers or the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUERS, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

8. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed signature page to this Supplemental Indenture by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Supplemental Indenture.

9. Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

11. Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

12. Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

13. Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in Sections 5.01(c)(i), 5.01(d), 5.02 and 10.06 of the Indenture or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

14. Parties. Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of the Guaranteeing Subsidiary’s Guarantee or any provision contained herein or in Article X of the Indenture.

15. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

Name:

Title:

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

TERM LOAN AGREEMENT

Dated as of May 14, 2015,

$730,000,000

by and among

MILACRON INTERMEDIATE HOLDINGS INC.,

as Holdings,

MILACRON LLC,

as the Borrower,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

THE OTHER LENDERS PARTY HERETO,

BANK OF AMERICA, N.A.,

J.P. MORGAN SECURITIES LLC,

BARCLAYS BANK PLC,

CREDIT SUISSE SECURITIES (USA) LLC,

GOLDMAN SACHS LENDING PARTNERS LLC

and

KEYBANC CAPITAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners,

KEYBANC CAPITAL MARKETS INC.,

as Syndication Agent and Documentation Agent

1

TABLE OF CONTENTS

		Page
	SECTION 1.
	DEFINITIONS; RULES OF CONSTRUCTION
1.1	Definitions		1
1.2	Accounting Terms		53
1.3	Uniform Commercial Code		54
1.4	Certain Matters of Construction		54
1.5	Rounding		55
1.6	Certain Calculations and Tests		55
1.7	Changes in Calculations		56
	SECTION 2.
	CREDIT FACILITIES
2.1	Term Commitments		56
2.2	Procedure for Borrowing		56
2.3	Requests for Borrowings		57
2.4	[Reserved]		57
2.5	[Reserved]		57
2.6	Funding of Borrowings		57
2.7	Interest Elections		58
2.8	Termination of Commitments		59
2.9	Repayment of Term Loans; Evidence of Debt		59
2.10	Repayment of Term Loans		60
2.11	Prepayment of Loans		60
2.12	Fees		62
2.13	Interest		62
2.14	Alternate Rate of Interest		63
2.15	Increased Costs		63
2.16	Break Funding Payments		64
2.17	Taxes		65
2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		68
2.19	Mitigation Obligations; Replacement of Lenders		69
2.20	Illegality		70
2.21	[Reserved]		70
2.22	Incremental Extensions of Credit		71
2.23	Extension Offers		72
	SECTION 3.
	CONDITIONS PRECEDENT
3.1	Conditions Precedent to Closing		74

	SECTION 4.
	REPRESENTATIONS AND WARRANTIES
4.1	Organization and Qualification	76
4.2	Power and Authority	76
4.3	Enforceability	76
4.4	Capital Structure	76
4.5	Title to Properties; Security Interests	77
4.6	Financial Statements	77
4.7	No Material Adverse Effect	77
4.8	Solvency	77
4.9	Taxes	77
4.10	Intellectual Property	77
4.11	Governmental Approvals	77
4.12	Compliance with Laws	77
4.13	Compliance with Environmental Laws	78
4.14	Litigation	79
4.15	ERISA	79
4.16	Margin Regulations; Investment Company Act	80
4.17	PATRIOT Act, Etc	80
4.18	Complete Disclosure	80
	SECTION 5.
	AFFIRMATIVE COVENANTS
5.1	Inspections; Appraisals and Books and Records	81
5.2	Financial and Other Information; Certificates	81
5.3	Notices	84
5.4	Compliance with Laws	84
5.5	Taxes	84
5.6	Maintenance of Properties	84
5.7	Insurance	84
5.8	Use of Proceeds	84
5.9	Maintenance of Ratings	84
5.10	Further Assurances; After-Acquired Property	84
5.11	Consolidated Corporate Franchises	86
5.12	Conduct of Business	86
5.13	Flood Hazard	86
5.14	Post-Closing Covenant	86
5.15	Designation of Unrestricted Subsidiaries	86
	SECTION 6.
	NEGATIVE COVENANTS
6.1	Permitted Debt	87
6.2	Permitted Liens	91
6.3	Restricted Payments	95
6.4	Investments	95

ii

6.5	Disposition of Assets	95
6.6	Restrictions on Payment of Certain Debt	95
6.7	Fundamental Changes	95
6.8	Fiscal Year	96
6.9	Restrictive Agreements	96
6.10	Affiliate Transactions	97
6.11	Amendments to Subordinated Debt	98
6.12	Passive Holding Company	98
	SECTION 7.
	EVENTS OF DEFAULT; REMEDIES ON DEFAULT
7.1	Events of Default	99
7.2	Action in Event of Default	100
7.3	Application of Proceeds	101
7.4	Setoff	102
7.5	Remedies Cumulative; No Waiver	102
	SECTION 8.
	AGENT
8.1	Appointment, Authority and Duties of the Administrative Agent	102
8.2	Possession of Collateral	104
8.3	Reliance by the Administrative Agent	104
8.4	Action upon Default	104
8.5	Exculpatory Provisions	105
8.6	Successor Administrative Agent and Co-Administrative Agents	105
8.7	Due Diligence and Non-Reliance	106
8.8	Indemnifications	107
8.9	The Agents in Their Individual Capacity	107
8.10	Agent Titles	107
8.11	Survival	107
8.12	Withholding Tax	108
	SECTION 9.
	SUCCESSORS AND ASSIGNS
9.1	Successors and Assigns	108
	SECTION 10.
	GUARANTEE
10.1	The Guarantee	113
10.2	Obligations Unconditional	114
10.3	Reinstatement	114
10.4	Subrogation	114
10.5	Remedies	115

iii

10.6	Continuing Guarantee	115
10.7	General Limitation on Amount of Secured Obligations Guaranteed	115
	SECTION 11.
	MISCELLANEOUS
11.1	Consents, Amendments and Waivers	115
11.2	Indemnification and Expenses	118
11.3	Notices and Communications	119
11.4	Credit Inquiries	121
11.5	Severability	121
11.6	Cumulative Effect; Conflict of Terms	121
11.7	Counterparts	121
11.8	Entire Agreement	121
11.9	Relationship with the Lenders	122
11.10	No Advisory or Fiduciary Responsibility	122
11.11	Confidentiality	122
11.12	GOVERNING LAW	123
11.13	Consent to Forum	123
11.14	Waivers by Obligors of Jury Trial	123
11.15	PATRIOT Act Notice	124
11.16	Marshalling; Payments Set Aside	124
11.17	Release of Liens and Guarantees	124
11.18	Intercreditor Agreement	125

iv

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Assignment and Acceptance
Exhibit B	Borrowing Request
Exhibit C	Financial Statements Certificate
Exhibit D	Note
Exhibit E-1	U.S. Tax Compliance Certificate 1
Exhibit E-2	U.S. Tax Compliance Certificate 2
Exhibit E-3	U.S. Tax Compliance Certificate 3
Exhibit E-4	U.S. Tax Compliance Certificate 4
Schedule I	Lenders and Commitments
Schedule II	Notice Addresses
Schedule 1.1(a)	Unrestricted Subsidiaries
Schedule 4.4	Names and Capital Structure
Schedule 4.10	Patents, Trademarks and Copyrights
Schedule 5.14(a)	Closing Date Mortgaged Property
Schedule 6.1	Existing Debt
Schedule 6.2	Existing Liens
Schedule 6.4	Contingent Obligations
Schedule 6.5	Permitted Investments
Schedule 6.10	Existing Affiliate Transactions

v

TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT (this “Agreement”) is dated as of May 14, 2015, by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower from time to time party hereto as a Guarantor (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”).

R E C I T A L S:

WHEREAS, the Borrower has requested that, upon the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders make term loans to the Borrower in an aggregate principal amount of $730,000,000 on the Closing Date on the terms set forth in this Agreement and the Borrower shall use the proceeds thereof to fund the Transactions in accordance with Section 5.8;

WHEREAS, the Borrower and the Guarantors are members of a consolidated group of companies engaged in similar or related businesses and will derive benefits from the extensions of credit under this Agreement; and

WHEREAS, upon the terms and subject to the conditions set forth herein, the Lenders are willing to make such extensions of credit for the benefit of the Borrower under this Agreement.

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

SECTION 1.

DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions. As used herein, the following terms have the meanings set forth below:

“2012 Transactions”: the transactions contemplated by the Stock Purchase Agreement, dated as of March 29, 2012, by and among Holdings, the shareholders of Holdings, the holders of options of Holdings, Mcron Acquisition Corp and the representative of the sellers named therein, the issuance of the Existing Secured Notes, the entry into and borrowings under the related asset-based credit facility and the repayment of existing indebtedness, consummated on April 30, 2012.

“ABL Administrative Agent”: Bank of America, N.A. in its capacity as administrative agent and collateral agent under the ABL Facility Documentation, or any successor administrative agent and collateral agent under the ABL Facility Documentation.

“ABL Amendment Agreement”: the Second Amendment Agreement, dated as of May 14, 2015, by and among Holdings, the Borrower, the other borrowers and guarantors party thereto, the ABL Administrative Agent and the lenders party thereto.

“ABL Amendment and Restatement”: the amendment and restatement of the ABL Facility on March 28, 2013.

1

“ABL Collateral”: “Revolving Priority Collateral” as defined in the Intercreditor Agreement.

“ABL Facility”: that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of May 14, 2015, by and among Holdings, the Borrower, the other borrowers and guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and the ABL Administrative Agent and the other agents party thereto, including any related notes, collateral documents, letters of credit and guarantees, instruments and agreements executed in connection therewith, and any appendices, exhibits or schedules to any of the foregoing (as the same may be in effect from time to time), and any amendments, restatements, amendments and restatements, supplements, modifications, replacements or refinancings thereof (whether with the original agents and lenders or other agents or lenders or otherwise, and whether provided under the original credit agreement or other credit agreements or otherwise) and any indenture, guarantees, credit facilities or commercial paper facilities with banks or other institutional lenders or investors that refinance any part of the loans, notes, guarantees, other credit facilities or commitments thereunder, including any such refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“ABL Facility Documentation”: the ABL Facility and all security, guarantees, pledge agreements and other agreements or instruments executed in connection therewith.

“Acquired EBITDA”: with respect to any Acquired Entity or Business for any period, the amount for such period of EBITDA of such Acquired Entity or Business (determined using the definition of EBITDA as if references to the Borrower and its Restricted Subsidiaries therein were references to such Acquired Entity or Business), all as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business”: as defined in the definition of “EBITDA.”

“Acquisition”: any transaction or series of related transactions, consummated on or after the date hereof, by which the Borrower directly, or indirectly through one or more Subsidiaries, (i) acquires any business, division or line of business, or all or substantially all of the assets, of any Person, whether through purchase of assets, merger or otherwise, or (ii) acquires securities or other ownership interests of any Person having at least a majority of the combined voting power of the then outstanding Equity Interests of such Person.

“Adjustment Date” means the date of delivery of financial statements required to be delivered pursuant to Section 5.2(a) or (b), as applicable.

“Administrative Agent”: as defined in the preamble.

“Administrative Agent Indemnitees”: the Administrative Agent and its officers, directors, employees, Affiliates, agents (including, without limitation, the ABL Administrative Agent, to the extent the ABL Administrative Agent is acting as collateral agent for the Administrative Agent and the Lenders pursuant to the Intercreditor Agreement) and attorneys.

“Administrative Questionnaire”: an Administrative Questionnaire in the form provided by the Administrative Agent.

“Affected Lender”: as defined in Section 2.20.

“Affiliate”: with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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“Affiliated Lender”: any Non-Debt Fund Affiliate, Holdings, the Borrower or any Subsidiary of the Borrower, but excluding any Debt Fund Affiliate.

“Agents”: the Administrative Agent, Joint Lead Arrangers, the Syndication Agent and Documentation Agent.

“Agent Professionals”: attorneys, accountants, appraisers, auditors, environmental engineers or consultants, and other professionals and experts retained by the Administrative Agent.

“Agreement”: as defined in the preamble.

“Applicable Law”: all applicable laws, rules, regulations and binding governmental requirements having the force and effect of law applicable to the Person in question or any of its property or assets, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

“Applicable Margin”: (i) prior to the consummation of a Qualifying IPO, a percentage per annum equal to (A) for LIBOR Loans, 3.50% and (B) for Base Rate Loans, 2.50% and (ii) from and after the consummation of a Qualifying IPO, the applicable margin shall be the percentage per annum set forth below for the applicable Type of Loan based on the Total Net Leverage Ratio as of the most recent Adjustment Date:

Total Net Leverage Ratio	Base Rate Loans			LIBOR Loans
Category 1
Greater than 4.00 to 1.00		2.50	%		3.50	%
Category 2
Less than or equal to 4.00 to 1.00		2.25	%		3.25	%

The Applicable Margin shall be adjusted (i) if applicable, on the first Business Day following the consummation of a Qualifying IPO based on the Total Net Leverage Ratio as of the most recently ended Adjustment Date and (ii) thereafter, quarterly on a prospective basis on each Adjustment Date based upon the Total Net Leverage Ratio in accordance with the table above; provided that if financial statements are not delivered when required pursuant to Section 5.2(a) or (b), as applicable, the “Applicable Margin” shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.2(a) or (b), as applicable.

“Asset Disposition”: a sale, lease, license, transfer or other voluntary disposition of Property of the Borrower or any of its Restricted Subsidiaries, including a disposition of Property in connection with a Sale and Leaseback Transaction, and any casualty or condemnation event regarding such Property.

“Assignment and Acceptance”: an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and the Borrower (if the Borrower’s consent is required by this Agreement), substantially in the form of Exhibit A or such other form as shall be approved by the Administrative Agent.

“Attributable Debt”: when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Borrower’s then current weighted average cost of funds for Debt as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

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“Available Basket Amount”: at any date of determination, a cumulative amount equal to:

(a) the sum of:

(i) $75,000,000,

(ii) the CNI Growth Amount,

(iii) the fair market value (as reasonably determined by the Borrower) of property or assets contributed to the Borrower from any contribution to its equity capital which have not been designated as an Excluded Contribution,

(iv) the net cash proceeds received by the Borrower from the sale (other than to a Restricted Subsidiary) or issuance of any Qualified Capital Stock of, or contributions to, the Borrower, which proceeds have not been designated as an Excluded Contribution,

(v) the aggregate principal amount of any Debt or Equity Interests not constituting Qualified Capital Stock, in each case, of the Borrower or any Restricted Subsidiary issued after the Closing Date (other than Debt or such Equity Interests issued to the Borrower or a Restricted Subsidiary), which has been converted into or exchanged for Qualified Capital Stock of the Borrower or any Equity Interests of any Parent Entity, together with the fair market value of any cash equivalents and the fair market value (as reasonably determined by the Borrower) of any property or assets received by the Borrower or any Restricted Subsidiary upon such exchange or conversion,

(vi) the Net Proceeds received by the Borrower or any Restricted Subsidiary after the Closing Date in connection with the Asset Disposition to a Person (other than the Borrower or any Restricted Subsidiary) of any Investment made pursuant to clause (q)(i) of the definition of “Permitted Investments” (in an amount not to exceed the original amount of such Investment),

(vii) the proceeds received by the Borrower or any Restricted Subsidiary after the Closing Date in connection with returns, profits, distributions and similar amounts, repayments of loans and the release of guarantees received on any Investment made pursuant to clause (q)(i) of the definition of “Permitted Investments” (in an amount not to exceed the original amount of such Investment),

(viii) an amount equal to the sum of (A) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated into, the Borrower or any Restricted Subsidiary, the amount of the Investments of the Borrower or any Restricted Subsidiary in such Subsidiary made pursuant to clause (q)(i) of the definition of “Permitted Investments” (in an amount not to exceed the original amount of such Investment) and (B) the fair market value (as reasonably determined by the Borrower) of the property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed to the Borrower or any Restricted Subsidiary after the Closing Date from any dividend or other distribution by an Unrestricted Subsidiary,

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(ix) the aggregate Declined Prepayment Amount, minus

(b) the sum at the time of determination of:

(i) the cumulative amount of the Available Basket Amount used to make (A) Investments pursuant to clause (q)(i) of the definition of “Permitted Investments” and (B) Restricted Debt Payments pursuant to clause (w) of the proviso to Section 6.6, in each case, after the Closing Date and on or prior to the date of determination, and

(ii) the cumulative amount of the Available Basket Amount used to make Restricted Payments pursuant to clause (d)(i) of the definition of “Permitted Restricted Payments” after the Closing Date and on or prior to the date of determination.

“Bank Product”: any Hedging Agreement entered into with the Borrower or any Subsidiary.

“Bank Product Debt”: Debt and other obligations of an Obligor relating to Bank Products.

“Bankruptcy Code”: Title 11 of the United States Code.

“Base Rate”: for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50% per annum; (c) the LIBOR Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; or (d) 2.00%; provided that, for the avoidance of doubt, the LIBOR Rate for any day shall be based on the one-month rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the LIBOR Rate, respectively.

“Base Rate Loan”: a Loan that bears interest based on the Base Rate.

“Board of Governors”: the Board of Governors of the Federal Reserve System.

“Borrower”: as defined in the preamble hereto.

“Borrower Competitor”: any Person that (i) competes with or (ii) is an Affiliate of a Person that competes with the business of the Borrower and its Subsidiaries.

“Borrower Materials”: as defined in Section 5.2.

“Borrowing”: Term Loans of a single Class and Type and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“Borrowing Base”: as of any date, the Dollar Equivalent of an amount equal to:

(1) 85% of the aggregate book value of all accounts receivable owned by the Borrower and the Restricted Subsidiaries; plus

(2) the lesser of (a) 65% of the lesser of cost (on a basis consistent with the Borrower’s historical accounting practices) or market value of the Borrower’s and the Restricted Subsidiaries’ eligible inventory (determined in accordance with the ABL Facility) and (b) 85% of the appraised net orderly liquidation value (based on the methodology used in the most recent appraisal delivered under the ABL Facility) of the Borrower’s and the Restricted Subsidiaries’ eligible inventory,

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in each case, calculated on a consolidated basis and in accordance with GAAP and based upon the most recent internal month-end financial statements available to the Borrower.

“Borrowing Minimum”: $1,000,000.

“Borrowing Multiple”: $500,000.

“Borrowing Request”: a request by the Borrower in accordance with the terms of Section 2.3 and, if written, substantially in the form of Exhibit B.

“Business Day”: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City, New York, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank eurodollar market.

“Capital Expenditures”: for any period of calculation, the aggregate of all amounts that would be reflected as additions to property, plant or equipment on a consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP; provided that the term “Capital Expenditures” shall not include: (i) expenditures made in connection with the replacement, substitution, restoration, upgrade, development or repair of assets to the extent financed with (x) insurance or settlement proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored, upgraded, developed or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time; (iii) the purchase price of property, plant or equipment or software in an amount equal to the proceeds of Asset Dispositions of fixed or capital assets that are not required to be applied to prepay the Loans pursuant to this Agreement; (iv) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiaries and that are actually paid for, or reimbursed to the Borrower or any Restricted Subsidiary in cash or Cash Equivalents, by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation in respect of such expenditures to such Person or any other Person; (v) expenditures to the extent constituting any portion of a Permitted Acquisition (or a Permitted Investment) and expenditures made in connection with the Specified Transactions; (vi) the purchase price of equipment purchased during such period to the extent the consideration thereof consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment; (vi) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries; (vii) expenditures relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any property which has been transferred to a Person other than the Borrower or a Restricted Subsidiary during the same Fiscal Year in which such expenditures were made pursuant to a Sale and Leaseback Transaction to the extent of the cash proceeds received by the Borrower or such Restricted Subsidiary pursuant to such Sale and Leaseback Transaction or (viii) expenditures financed with the proceeds of an issuance of Equity Interests of Holdings, the Borrower or a Parent Entity or a capital contribution to the Borrower.

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“Capital Lease”: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Capital Lease Obligation”: the portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“Capitalized Software Expenditures”: for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents”:

(1) United States dollars or Canadian dollars;

(2) (a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of the Borrower or any Restricted Subsidiary, such local currencies held by them from time to time in the Ordinary Course of Business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or the Canadian government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P, in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating agency) in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities 24 months or less from the date of acquisition;

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(10) Debt or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities 24 months or less from the date of acquisition; and

(11) Investments in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts; provided further that for purposes of clause (p) of the definition of “Permitted Asset Disposition” only, Designated Non-Cash Consideration shall be deemed cash.

“Cash Interest Expense”: with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis for any period, Consolidated Interest Expense and Charges for such period (including (x) net losses on obligations under Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent included in Consolidated Interest Expense and Charges), together with items excluded from the definition of “Consolidated Interest Expense and Charges” pursuant to clause (1) of the definition thereof, paid, or (without duplication) to be paid currently in cash.

“Cash Management Services”: any services provided from time to time by any Lender or any of its Affiliates to the Borrower or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts or similar cash management arrangements, including automated clearinghouse, e-payables, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

“CCMP”: CCMP Capital Advisors, LLC.

“CERCLA”: the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq., as amended).

“Change in Law”: the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, binding guideline or directive by any Governmental Authority; provided that with respect to any increased costs that are instituted under Section 2.15, such increased costs shall only be instituted to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated borrowers under comparable credit facilities by any lending office of such Lender or by such Lender’s holding company, if any. For purposes of this definition and Section 2.15, (x) the Dodd- Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III (it being understood that requests for payments on account of increased costs resulting from market disruption shall be limited to circumstances generally affecting the banking market and when the Required Lenders have made requests therefor), shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

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“Change in Working Capital”: with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis at any date of determination, the amount of Changes in Current Assets and Liabilities; provided that, Changes in Working Capital shall be calculated without regard to any Changes in Current Assets and Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of (i) any Asset Disposition and acquisition, in each case, of any person, manufacturing facility or line of business, consummated during such period and (ii) the application of purchase accounting or (c) the effect of fluctuations in the amount of accrued or contingent obligations under Hedging Agreements.

“Change of Control”: (a) prior to a Qualified IPO, the Permitted Investors shall fail to own or control, directly or indirectly, through beneficial ownership or contract rights, more than 50% of the Total Voting Power of Holdings; (b) upon or after the consummation of a Qualified IPO, a Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), but excluding any employee benefit plan of Holdings or any of its subsidiaries (or any direct or indirect parent company thereof), and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, other than the Permitted Investors, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Equity Interests representing more than the greater of (x) 35% of the then-outstanding Total Voting Power of Holdings and (y) the percentage of the then-outstanding Total Voting Power of Holdings owned, directly or indirectly, “beneficially” by the Permitted Investors (it being understood that a “Change of Control” shall not be deemed to have occurred with respect to clauses (a) and (b) above if the Permitted Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors or similar governing body of Holdings); or (c) Holdings shall fail to maintain direct beneficial ownership of 100% of the outstanding Equity Interests in the Borrower.

“Changes in Current Assets and Liabilities”: the sum of those amounts that comprise the changes in the current assets (excluding cash and Cash Equivalents (including Permitted Investments) and deferred tax accounts) and current liabilities section of the Borrower’s statement of cash flows as prepared on a consolidated basis excluding tax accruals and deferred taxes.

“Charge”: any charge, fee, expense, cost, accrual or reserve of any kind.

“Claims”: all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interests, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of the Administrative Agent or replacement of any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person, in any way relating to (a) any Loans, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by an Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

“Class”: with respect to any Loan, refers to whether such Loan is an a Term Loan, an Incremental Term Loan of a particular Series, an Extended Term Loan of a particular Series or a Replacement Term Loan of a particular Series.

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“Closing Date”: May 14, 2015.

“CNI Growth Amount”: at any date of determination, an amount equal to 50% of Consolidated Net Income of the Borrower and its Restricted Subsidiaries, for the period (taken as one accounting period) beginning on March 31, 2015 and ending on the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit.

“Code”: the Internal Revenue Code of 1986, as amended.

“Collateral”: all the assets and properties of whatever kind and nature subject or purported to be subject to the Liens created by the Security Documents.

“Commitment”: with respect to each Lender, the Term Commitment of such Lender or the commitments of such Lender set forth in the applicable Increased Facility Activation Notice or in an Assignment and Acceptance pursuant to which such Lender becomes a party hereto in accordance with Section 9.1, as applicable, in each case, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Confidential Information”: as defined in Section 11.11.

“Consolidated Depreciation and Amortization Expense”: with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense and Charges”: with respect to any Person for any period, the sum, without duplication, of (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Debt at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant to GAAP), (d) the interest component of Capital Lease Obligations, and (e) net payments, if any, pursuant to obligations under interest rate Hedging Agreements with respect to Debt, and excluding (v) accretion or accrual of discounted liabilities not constituting Debt, (w) any expense resulting from the discounting of Debt in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (y) any expensing of bridge, commitment and other financing fees); plus consolidated capitalized interest of such Person and its Restricted Subsidiary for such period (whether paid or accrued); less interest income of such Person and its Restricted Subsidiaries for such period; plus (2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of any Disqualified Equity Interest, refunding capital stock or any preferred stock of the Borrower or a Restricted Subsidiary during such period; provided that for purposes of this definition,

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interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“Consolidated Net Income”: with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the 2012 Transactions, the Specified Transactions or the Transactions) shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income or loss from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments, other than in the Ordinary Course of Business, as determined in good faith by the Borrower, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Borrower or a Restricted Subsidiary in respect of such period,

(6) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the property, equipment, leases, inventory, software, goodwill and other intangible assets, in-process research and development, deferred revenue, deferred trade incentives and other lease-related items, advanced billings and debt line items (including deferred costs and deferred rent related thereto) resulting from the application of purchase or recapitalization accounting or, if applicable, acquisition method accounting in relation to the 2012 Transactions, the Specified Transactions, the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(7) any after-tax effect of income or loss from the early extinguishment of Debt or obligations under Hedging Agreements or other derivative instruments shall be excluded,

(8) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(9) any non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and any income or

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loss attributable to deferred compensation plans or trusts, including but not limited to charges and expenses arising under FASB ASC 718 and cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Borrower or any of its direct or indirect parent companies in connection with the 2012 Transactions, the Specified Transactions or the Transactions shall be excluded,

(10) any fees and expenses (including any adjustment of estimated payouts on earn-outs) incurred during such period, or any amortization thereof for such period, in connection with the 2012 Transactions, the Specified Transactions or the Transactions and any acquisition, Investment, Asset Disposition, issuance or repayment of Debt, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,

(11) (a) accruals and reserves that are established or adjusted (i) within twelve months after April 30, 2012 that are so required to be established as a result of the 2012 Transactions or in accordance with GAAP, (ii) within twelve months after March 28, 2013 that are so required to be established as a result of the transactions set forth in clause (i) of the definition of “Specified Transactions” or in accordance with GAAP, (iii) within twelve months after March 31, 2014 that are so required to be established as a result of the transactions set forth in clause (ii) of the definition of “Specified Transactions” or in accordance with GAAP, or (iv) within twelve months after October 17, 2014 that are so required to be established as a result of the transactions set forth in clause (iii) of the definition of “Specified Transactions” or in accordance with GAAP, or (iv) within twelve months after the Closing Date that are so required to be established as a result of the Transactions or in accordance with GAAP, or (b) changes as a result of adoption or modification of accounting policies, shall be excluded,

(12) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses or losses with respect to liability or casualty events or business interruption shall be excluded,

(13) any gain or loss resulting in such period from obligations under Hedging Agreements and the application of FASB ASC 815 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations shall be excluded, and

(14) any gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Debt (including any net loss or gain resulting from obligations under Hedging Agreements for currency exchange risk) shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing and without duplication with any of clauses (1) through (14) above, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements actually received of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement.

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“Consolidated Total Debt”: at any date (without duplication) all Capital Lease Obligations, Purchase Money Debt, Debt for borrowed money and letters of credit (but only to the extent drawn and not reimbursed for more than five (5) Business Days), in each case, determined for the Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Contingent Obligation”: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation (other than clause (iv)) shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto as determined by the guaranteeing Person in good faith. The amount of any Contingent Obligation under clause (iv) above shall be deemed to be equal to the lesser of the aggregate unpaid amount of such obligation and the fair market value (determined in good faith by such Person) of the property.

“Control”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.

“Copyright Security Agreement”: each copyright security agreement executed and delivered pursuant to the Security Agreement or any other Security Document.

“Debt”: as applied to any Person, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet prepared in accordance with GAAP; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person; (d) all obligations of such Person incurred or assumed as the deferred purchase price of property or services (but excluding (i) trade accounts payable and accrued obligations incurred in the Ordinary Course of Business and (ii) any deferred compensation arrangements entered into in the Ordinary Course of Business and any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person) to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP; (e) all Debt (excluding prepaid interest thereon) of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but the amount of such Debt shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Debt and (ii) the fair market value (as determined by such Person in good faith) of the encumbered property; (f) all Purchase Money Debt and Capital Leases Obligations; (g) net obligations of such Person in respect of Hedging Agreements to the extent required to be reflected on a balance sheet of such Person; (h) all Attributable Debt of such Person; (i) all obligations of such Person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions created for the account of such Person; (j) obligations in respect of Disqualified Equity Interests; and (k) all Contingent Obligations of such Person in respect of Debt of the kinds referred to in clauses (a) through (j) above. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such

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Debt expressly provide that such Person is not liable therefor. Notwithstanding the foregoing, Debt of the Borrower and its Restricted Subsidiaries shall exclude (i) liabilities under vendor agreements to the extent such liabilities may be satisfied through non-cash means such as purchase volume earnings credits, (ii) reserves for deferred taxes and (iii) for all purposes under this Agreement other than for purposes of Section 6.1, intercompany Debt among the Borrower and its Restricted Subsidiaries.

“Debt Fund Affiliate”: (a) Octagon Credit Investors, LLC and (b) any other Affiliate of the Sponsor (other than Holdings, any Subsidiary of Holdings or a natural person) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and for which no personnel making investment decisions in respect of any equity fund which has a direct or indirect equity investment in Holdings, the Borrower or the Restricted Subsidiaries has the right to make any investment decisions.

“Declined Prepayment Amount”: as defined in Section 2.11(h).

“Default”: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

“Default Rate”: as defined in Section 2.13(c).

“Defaulting Lender”: any Lender that (a) has failed to perform any funding obligations hereunder, and such failure is not cured within two (2) Business Days of the date of the funding obligation; (b) has notified the Administrative Agent or the Borrower that such Lender does not intend to comply with its funding obligations hereunder or generally under other agreements to which it commits to extend credit or has made a public statement to that effect; (c) has failed, within three (3) Business Days following written request by the Administrative Agent or the Borrower, to confirm in a manner reasonably satisfactory to the Administrative Agent and the Borrower that such Lender will comply with its funding obligations hereunder; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative Agent of such confirmation; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, including, in the case of any Lender, the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of any equity interest in such Lender or parent company so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of the courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender; provided that, for the avoidance of doubt, a Lender shall not be a Defaulting Lender solely by virtue of, in the case of a solvent Person, the commencement of silent administration proceedings under the Dutch FSA, where such proceeding does not result in or provide such Lender or Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender or Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Lender or Person.

“Designated Competitor Affiliate”: as such term is defined in Section 11.1(f).

“Designated Non-Cash Consideration”: the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary, up to a maximum of the greater of (i) $50,000,000 and (ii) 3.0% of Total Assets at any time outstanding; in connection with an Asset Disposition that is so

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designated as Designated Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration, up to a maximum of the greater of $50,000,000 and 3.0% of Total Assets at any time outstanding.

“Disinterested Director”: with respect to any Person and transaction, a member of the board of managers (or equivalent governing body) of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Disposed EBITDA”: with respect to any Sold Entity or Business or for any period, the amount for such period of EBITDA of such Sold Entity or Business (determined using the definition of EBITDA as if references to the Borrower and its Restricted Subsidiaries therein were references to such Sold Entity or Business and its Subsidiaries) or such all as determined on a consolidated basis for such Sold Entity or Business.

“Disqualified Equity Interest”: any Equity Interest that, by its terms (or by the terms of any other Equity Interest into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale) in whole or in part, in each case prior to the Final Maturity Date; provided that if such Equity Interests are issued pursuant to an equity or incentive compensation or benefit plan or arrangement of Holdings, the Borrower or any of their respective Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrower or any of their respective Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Institution”: any Person set forth on the list provided by the Borrower to the Administrative Agent prior to the date hereof, which list shall be provided upon request to any Lender in order to assist in compliance with Section 9.1; provided, that the Borrower, upon reasonable notice to the Administrative Agent, shall be permitted to supplement such list from time to time with additional Persons only to the extent any such Person is a Borrower Competitor (in which case, the Administrative Agent shall make such supplemented list available to the Lenders); provided further, that any supplements to such list made after the date hereof shall not retroactively disqualify a Disqualified Institution that was not a Disqualified Institution as of the date of such supplement.

“Disregarded Domestic Person”: any direct or indirect Domestic Subsidiary of the Borrower, substantially all of whose assets consist of Equity Interests in one or more direct or indirect Foreign Subsidiaries.

“Documentation Agent”: Keybanc Capital Markets Inc.

“Dollar Equivalent”: on any date, with respect to any amount denominated in Dollars, such amount in Dollars, and with respect to any stated amount in a currency other than Dollars, the equivalent amount thereof in Dollars (a) with respect to conversions of amounts set forth in the Borrower’s books and records, as set forth therein; provided that such amounts are calculated in accordance with GAAP, and (b) otherwise as determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) using any method of determination it reasonably deems appropriate.

“Dollars”: lawful money of the United States.

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“Domestic Subsidiary”: any Subsidiary of the Borrower organized under the laws of the United States, any state within the United States, or the District of Columbia.

“Dutch FSA”: the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules and regulations promulgated thereunder.

“EBITDA”: with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by:

(a) provision for taxes, including, without limitation, foreign, federal, state, local, franchise, excise and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations, and including pursuant to any Tax sharing arrangements) of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Consolidated Interest Expense and Charges of such Person and such Subsidiaries for such period (including (x) net losses on obligations under Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent included in Consolidated Interest Expense and Charges), together with items excluded from the definition of “Consolidated Interest Expense and Charges” pursuant to clause (1) of the definition thereof, and, in each such case, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any equity offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Debt permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the Transactions, this Agreement or any Permitted Refinancing Debt and (ii) any such fees, costs (including call premiums), commissions, expenses and other charges related to any amendment or other modification of the Existing Secured Notes Debt, the Senior Notes Debt, the ABL Facility, the Existing ABL Credit Agreement, this Agreement, the Existing Term Loan Agreement or any other Permitted Refinancing Debt, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any non-cash restructuring charge, accrual or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any non-cash restructuring costs incurred in connection with acquisitions after the Closing Date and non-cash costs related to the closure and/or consolidation of facilities; provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus

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(f) the amount of any cash restructuring charge, accrual or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any cash restructuring costs incurred in connection with acquisitions after the Closing Date, cash costs related to the implementation of cost savings initiatives and operating expense reductions, closure and/or consolidation of facilities and plants, opening and pre-opening expenses, business optimization and other integration and transition Charges (including inventory optimization programs, software development costs, costs relating to curtailments, costs related to entry into new markets, strategic initiatives and contracts, consulting fees, expansion and relocation expenses, modifications to pension and post-retirement employee benefit plans, new systems design and implementation costs and startup costs) and severance and relocation, signing, retention and executive recruiting costs; plus

(g) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period; provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(h) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(i) the amount of any management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period under the Management Agreement to the extent otherwise permitted hereunder; plus

(j) any costs or expense deducted (and not added back) in computing Consolidated Net Income by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Qualified Capital Stock of the Borrower; plus

(k) Public Company Costs; and

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-wholly owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income and has not been received in cash by the Borrower or its Restricted Subsidiaries.

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For purposes of computing EBITDA for any fiscal period during which a Permitted Acquisition is consummated, there shall be included in EBITDA (without duplication) as if such Permitted Acquisition had been consummated as of the first day of such period, the Acquired EBITDA of any Person or any division, product line and/or business operated by any Person, in each case, acquired by any Borrower or any Subsidiary of any Borrower during such period to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person or any division, product line and/or business acquired and not subsequently disposed of, an “Acquired Entity or Business”), based on the Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) determined on a Pro Forma Basis.

For purposes of computing EBITDA for any fiscal period during which a Permitted Asset Disposition of a Subsidiary, division, product line and/or business is consummated, there shall be excluded from EBITDA (without duplication) as if such Permitted Asset Disposition had been consummated as of the first day of such period, the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, division, product line and/or business so sold or disposed of, a “Sold Entity or Business”) based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition) determined on a Pro Forma Basis.

“Effective Yield”: with respect to any Debt and as of any date of determination, the applicable interest rate of such Debt, taking into account interest rate floors, original issue discount and upfront fees with respect to such Debt (with original issue discount and fees being equated to interest rate based on a four-year life to maturity) and any amendment made to the interest rate with respect to such Debt prior to such date of determination, but excluding customary arrangement, commitment, structuring and underwriting fees paid or payable to the Joint Lead Arrangers or their Affiliates (in each case in their capacities as such) in connection with such Debt or to one or more arrangers of such Debt (or their respective Affiliates) (in their capacities as such).

“Eligible Assignee”: (i) any Lender, any Affiliate of any Lender and any Related Fund, (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and (iii) any Affiliated Lender or Debt Fund Affiliate.

“EMU”: the economic and monetary union as contemplated in the Treaty on European Union.

“Enforcement Action”: any action to enforce any Obligations or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of account debtors, exercise of setoff or recoupment, exercise of any right to vote or act in an Obligor’s Insolvency Proceeding, or otherwise), in each case solely to the extent permitted by the Loan Documents.

“Engagement Letter”: that certain engagement letter, dated as of April 8, 2015, by and among the Borrower, Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Goldman Sachs Lending Partners LLC and Keybanc Capital Markets Inc.

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“Environment”: ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, or as such term is otherwise defined in any Environmental Law.

“Environmental Claim”: any claim, written notice, demand, order, action, suit or proceeding alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health and safety (as it relates to exposure to Hazardous Materials) or the Environment.

“Environmental Law”: any and all present and future applicable treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, in each case having the force and effect of law, and the common law, relating to protection of public health as it relates to exposure to Hazardous Materials, the Release or threatened Release of Hazardous Material, the protection of the Environment, natural resources or natural resource damages, or occupational safety or health (as it relates to exposure to Hazardous Materials), and any and all applicable Environmental Permits.

“Environmental Lien”: any Lien in favor of any Governmental Authority pursuant to any Environmental Law.

“Environmental Permit”: any permit, license, approval, registration, notification, exemption, consent or other authorization required under Environmental Law.

“Equity Interest”: (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interest (whether general or limited), (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and (e) all warrants, options or other rights to acquire any of the items in clauses (a) through (d), but, in the case of clauses (a) through (e), excluding any debt security that is convertible into, or exchange for, the items in clauses (a) through (d).

“ERISA”: the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”: any Person (including any trade or business, whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event”: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any

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Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) receipt of notice from the PBGC relating to the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA with respect to any Pension Plan or Multiemployer Plan, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate in connection with the termination of a Pension Plan.

“Event of Default”: as defined in Section 7.1.

“Excess Cash Flow”: with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis for any Excess Cash Flow Period, an amount (in any case not less than zero) equal to (A) EBITDA of the Borrower and the Restricted Subsidiaries for such Excess Cash Flow Period, minus, without duplication to the extent not already reflected as a reduction in EBITDA for such period, (B) the sum of the following items of the Borrower and the Restricted Subsidiaries on a consolidated basis:

(a) Cash Interest Expense and scheduled payments of Debt for such Excess Cash Flow Period and, except in the case of Loans, amounts expended in connection with prepayments or redemptions of Debt during such period except to the extent financed with the proceeds of long-term Debt (other than revolving Debt),

(b) (i) Capital Expenditures made, (ii) the aggregate consideration paid in cash in respect of Investments permitted under clauses (b), (i)(x), (p), (q)(i) (r), (s), (v), (w), (x), (z), (bb), (cc), (dd), (ee) or (ff) of the definition of “Permitted Investments” and (iii) the amount of Restricted Payments made in cash pursuant to clauses (b), (c), (f), (g), (h), (i), (j), (k), (n) or (o) of the definition of “Permitted Restricted Payments,” in each case, during the Excess Cash Flow Period (or, at the option of the Borrower, made or paid, as applicable, after the close of such Excess Cash Flow Period but prior to the Excess Cash Flow Prepayment Date), in each case to the extent such Capital Expenditures, Investments and Restricted Payments are not financed, or intended to be financed, using the proceeds of the incurrence of long-term Debt (other than revolving Debt); provided that any amount so deducted in respect of such Capital Expenditures, Investments or Restricted Payments that were made after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period,

(c) Capital Expenditures, any Investments and Restricted Payments referred to in paragraph (b) above that the Borrower or any Restricted Subsidiary shall, during such Excess Cash Flow Period, become obligated to make, but that are not made during such Excess Cash Flow Period; provided that the Borrower shall deliver a certificate to the Administrative Agent in connection with the delivery of the Excess Cash Flow certificate for such Excess Cash Flow Period, signed by a Responsible Officer of the Borrower and certifying that such Capital Expenditures, Investments and Restricted Payments will be completed in the first six (6) months of the following Excess Cash Flow Period and shall not be financed using the proceeds of the incurrence of long-term Debt (other than revolving Debt); provided that (i) if such Capital Expenditure, Investments and Restricted Payments are made in respect of assets under construction, such Capital Expenditure, Investments and Restricted Payments shall be deemed to occur in full on the date of commencement of construction and (ii) any amount so deducted in respect of such Capital Expenditures, Investments and Restricted Payments that will be made after the close of such Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash Flow Period,

(d) all Taxes of the Borrower and the Restricted Subsidiaries including state, foreign, franchise and similar taxes, in each case, paid in cash,

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(e) an amount equal to any positive Change in Working Capital of the Borrower and the Restricted Subsidiaries for such Excess Cash Flow Period,

(f) cash expenditures made in respect of Hedging Agreements during such Excess Cash Flow Period, to the extent not reflected as a subtraction in the computation of EBITDA (or to the extent added thereto) or an addition to Cash Interest Expense,

(g) amounts paid in cash during such Excess Cash Flow Period on account of (x) items that were accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of the Borrower and the Restricted Subsidiaries in a prior Excess Cash Flow Period and (y) reserves or accruals established in purchase accounting,

(h) the amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent either (x) such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Excess Cash Flow Period), or an accrual for a cash payment, by the Borrower and the Restricted Subsidiaries or

(y) such items did not represent cash received by the Borrower and the Restricted Subsidiaries, in each case on a consolidated basis during such Excess Cash Flow Period,

(i) to the extent not expensed during such period or not deducted in calculating Consolidated Net Income (or EBITDA), the aggregate amount of cash payments in respect of long-term liabilities or other long-term obligations (other than Debt), Transaction Costs and expenditures, fees, costs and expenses paid in cash by the Borrower and the Restricted Subsidiaries and not financed using the proceeds of the incurrence of long-term Debt (other than revolving Debt) during such period (including payment and expenditures for Transaction Costs, the payment of financing fees and any such amounts netted from the gross amounts that otherwise would have been received under any transaction related thereto), and

(j) the amount of cash Taxes paid in such period (and Tax reserves set aside and payable within twelve (12) months of such period) to the extent they exceed the amount of Tax expense deducted in determining Consolidated Net Income for such period,

plus, without duplication, (C) the sum of

(a) an amount equal to any negative Change in Working Capital of the Borrower and the Restricted Subsidiaries for such Excess Cash Flow Period,

(b) (i) to the extent any permitted Capital Expenditures, Investments or Restricted Payments referred to in clause (B)(c) above do not occur in the first six (6) months of the following Excess Cash Flow Period of the Borrower specified in the certificate of the Borrower delivered pursuant to clause (B)(c) above, the amount of such Capital Expenditures, Investments and Restricted Payments that were not so made in such six (6)-month period or (ii) to the extent any amounts are deducted pursuant to clause (B)(c) above in respect of assets under construction and such construction is abandoned or terminated, any unexpended amounts in respect of such deduction,

(c) cash payments received in respect of Hedging Agreements during such Excess Cash Flow Period to the extent not included in the computation of EBITDA,

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(d) any extraordinary, unusual or nonrecurring gain realized in cash during such Excess Cash Flow Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(b)),

(e) to the extent deducted in the computation of EBITDA, cash interest income, and

(f) the amount related to items that were deducted from or not added to Net Income in calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDA to the extent either (x) such items represented cash received by the Borrower and the Restricted Subsidiaries or (y) such items do not represent cash paid by the Borrower and the Restricted Subsidiaries, in each case on a consolidated basis during such Excess Cash Flow Period.

“Excess Cash Flow Period”: each fiscal year of the Borrower commencing with the year ending December 31, 2016.

“Excess Cash Flow Prepayment Date”: as defined in Section 2.11(c).

“Exchange Act”: the Securities Exchange Act of 1934, as amended.

“Excluded Assets”: shall have the meaning set forth in the Security Agreement.

“Excluded Contribution”: at any date of determination, an amount equal to:

(a) the fair market value (as reasonably determined by the Borrower) of property or assets contributed to the Borrower (A) as capital contributions to its capital and (B) the net cash proceeds received by the Borrower from the sale (other than to a Restricted Subsidiary) of Qualified Capital Stock of the Borrower or Equity Interests of any Parent Entity, in each case designated as Excluded Contributions pursuant to a certificate of a Responsible Officer of the Borrower on the date such capital contributions are utilized, which amount has not been included in the determination of the Available Basket Amount; minus

(b) the sum at the time of determination of any amounts thereof used to make (A) Investments pursuant to clause (q)(ii) of the definition of “Permitted Investments,” (B) Restricted Debt Payments pursuant to clause (x) of the proviso to Section 6.6 or (C) Restricted Payments pursuant to clause (d)(ii) of the definition of “Permitted Restricted Payments.”

“Excluded Subsidiary”: (a) each Foreign Subsidiary, (b) any Subsidiaries that are not-for-profit entities or captive insurance Subsidiaries, (c) any Immaterial Subsidiary, (d) any other Subsidiary of the Borrower whose guarantee of the Secured Obligations would result in an adverse tax consequence to Holdings or any of its Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Borrower, (e) any other Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (f) any Subsidiary that is prohibited by Applicable Law or by any contractual obligation existing on the Closing Date or existing at the time of acquisition thereof after the Closing Date, in each case, from becoming a Guarantor or which would require governmental (including regulatory) or contractual party consent, approval, license or authorization to provide a guarantee hereunder unless such consent, approval, license or authorization has been received (but without an obligation by any Subsidiary or the Borrower to seek the same), (g) an Unrestricted Subsidiary, (h) any other Subsidiary to the extent that the cost or burden of making it a Guarantor hereunder is excessive in relation to the value afforded thereby (as reasonably determined by the Administrative Agent and the Borrower), and (i) any Disregarded Domestic Person.

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“Excluded Swap Obligation”: with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor pursuant to Section 10.1 of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or the guarantee thereof pursuant to Section 10.1) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor pursuant to Section 10.1 or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“Excluded Tax”: with respect to any Agent, any Lender or any other recipient of a payment to be made by or on account of any Obligation of any Obligor hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its overall net or gross income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or as a result of any other present or former connection between the jurisdiction imposing such Tax and such recipient (other than a connection arising solely as a result of having executed, delivered, been a party to, performed its obligations or received a payment under, or enforced any Loan Document); (b) any branch profits Taxes imposed under Section 884(a) of the Code or any similar Tax, imposed by any other jurisdiction described in clause (a); (c) in the case of a Lender (other than an assignee pursuant to a request by the Administrative Agent or the Borrower under Section 2.19(b)), any U.S. federal withholding Tax that is required pursuant to laws in effect at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, except to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 2.17; (d) withholding Tax attributable to a Lender’s failure to comply with Section 2.17(f); and (e) any U.S. federal withholding Tax imposed pursuant to FATCA.

“Existing ABL Credit Agreement”: that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, by and among Holdings, the Borrower, the other borrowers and guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Bank of America, N.A., a national banking association, as administrative agent and as collateral agent for the lenders thereto, and the other agents party thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date.

“Existing Foreign Facilities”: the committed debt facilities and other financing arrangements (including, without limitation commercial paper facilities with banks or other institutional lenders or other investors) of Foreign Subsidiaries existing on the Closing Date and set forth on Schedule 6.1, providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, waivers, modifications, extensions, renewals, replacements (whether or not upon termination, and whether with the original lenders or otherwise), restructurings, repayments, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or other investors generally that

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amends, restates, supplements, waives, replaces (whether or not upon termination, and whether with the original lenders or otherwise) restructures, repays, refunds, refinances or otherwise modifies from time to time any part of the loans, notes, other credit facilities or incremental facilities (or bridge loans or notes issued in lieu of such incremental facilities) or commitments thereunder, including any such replacement, refunding, refinancing, incremental or bridge facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof; provided that such increase in borrowing is permitted under Section 6.1.

“Existing Secured Notes Agent”: U.S. Bank National Association, as collateral agent under the Existing Secured Notes Indenture, including its successors and permitted assigns in such capacity from time to time.

“Existing Secured Notes Debt”: the senior secured notes and the guarantees thereof issued pursuant to the Existing Secured Notes Indenture.

“Existing Secured Notes Indenture”: that certain Indenture, dated as of April 30, 2012, by and among the Borrower, MCron Finance Corp., U.S. Bank National Association, and the guarantor party thereto.

“Existing Term Loan Agreement”: that certain Term Loan Agreement, dated as of March 28, 2013, by and among Holdings, the Borrower and certain of its subsidiaries, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date.

“Existing Term Loans”: all “Term B Loans” as defined in the Existing Term Loan Agreement outstanding on the Closing Date.

“Extended Term Loans”: as defined in Section 2.23(a)(ii).

“Extension”: as defined in Section 2.23(a).

“Extension Offer”: as defined in Section 2.23(a).

“Extraordinary Expenses”: all costs, expenses or advances that the Administrative Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, in accordance with the terms of this Agreement and the other applicable Loan Documents, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against the Administrative Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of the Liens securing the Obligations with respect to any Collateral), Loan Documents or Secured Obligations, including any lender liability; (c) the exercise, protection or enforcement of any rights or remedies of the Administrative Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and reasonable standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

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“FATCA”: Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the United States Treasury Regulations and published guidance with respect thereto, or official interpretations thereof, whether in existence on the date hereof or promulgated thereafter, any agreements entered into pursuant to Section 1471(b)(1) of the Code as in effect on the date hereof (or any amended or successor version described above) and any intergovernmental agreements entered into in connection with the foregoing (together with any law implementing such agreements).

“Federal Funds Rate”: the per annum rate equal to (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to the Administrative Agent on the applicable day on such transactions, as determined by the Administrative Agent. Notwithstanding the foregoing, in no event shall the Federal Funds Rate for Term Loans for any Interest Period be less than 0.00% at any time.

“Fee Letter”: that certain fee letter, dated as of May 14, 2015, by and between Borrower and JPMorgan Chase Bank N.A.

“Fees”: as defined in Section 2.12(a).

“Final Maturity Date”: as at any date, the latest to occur of (a) the Maturity Date, (b) the latest maturity date in respect of any outstanding Extended Term Loans and (c) the latest maturity date in respect of any outstanding Incremental Term Loans.

“Financial Statements Certificate”: a certificate duly executed by a Responsible Officer of the Borrower substantially in the form of Exhibit C.

“Fiscal Quarter”: each period of three fiscal months, commencing on the first day of a Fiscal Year.

“Fiscal Year”: the fiscal year of Holdings and its Subsidiaries for accounting purposes, ending on December 31 of each year.

“Fixed Amount”: as defined in Section 1.7(b).

“Flood Insurance Laws”: collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“FLSA”: the Fair Labor Standards Act of 1938.

“Foreign Lender”: any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Plan”: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.

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“Foreign Prepayment Event”: as defined in Section 2.11(f).

“Foreign Subsidiary”: a Subsidiary that is not a Domestic Subsidiary.

“Full Payment”: with respect to any Obligations, the full cash payment thereof (other than obligations for taxes, indemnification, charges and other inchoate or contingent or reimbursable liabilities, in each case, for which no claim or demand for payment has been made or, in the case of indemnification, no notice has been given (or, in each case, reasonably satisfactory arrangements have otherwise been made)), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in such proceeding).

“GAAP”: generally accepted accounting principles in effect in the United States from time to time.

“Governmental Approvals”: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

“Governmental Authority”: any federal, state, provincial, territorial, local, municipal, foreign or other governmental agency, authority, body, department, commission, court, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for any governmental, judicial, investigative, regulatory or self-regulatory authority.

“Guarantors”: Holdings and each wholly owned Restricted Subsidiary (other than any Excluded Subsidiary) of the Borrower who guarantees payment or performance of any Secured Obligations pursuant to terms and provisions of this Agreement.

“Hazardous Materials”: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant; or any chemicals, wastes, materials, compounds, constituents or substances, regulated under any Environmental Laws because of their hazardous or dangerous properties or characteristics.

“Hedging Agreement”: an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency or commodity.

“Holdings”: (i) from and after the Closing Date until the consummation of the Milacron Holdings Merger, Milacron Intermediate, and (ii) upon the consummation of the Milacron Holdings Merger, Milacron Holdings.

“Immaterial Subsidiary”: at any date of determination, any Restricted Subsidiary designated to the Administrative Agent as such in writing by the Borrower from time to time (1) whose total assets (when combined with the assets of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) at the last day of the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 5.2(a) or (b) on or prior to such determination date were less than 2.50% of the Total Assets of the Borrower and the Restricted Subsidiaries as such date and (2) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) for such period were less than 2.50% of the consolidated gross revenues of the Borrower and the Restricted

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Subsidiaries for such period, in each case determined in accordance with GAAP; provided that Immaterial Subsidiaries shall not in the aggregate have (a) total assets (when combined with the assets of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) at the last day of the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 5.2(a) or (b) on or prior to such determination date greater than 5.0% of the Total Assets of the Borrower and the Restricted Subsidiaries at such date or (b) gross revenues (when combined with the revenues of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) for such period greater than 5.0% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

“Impacted Interest Period”: as defined in the definition of “LIBOR Rate”.

“Increased Facility Activation Date”: any Business Day on which any Increased Facility Activation Notice shall become effective pursuant to Section 2.22(a).

“Increased Facility Activation Notice”: an amendment to this Agreement and, if applicable, the other Loan Documents providing for Incremental Term Loans.

“Increased Facility Closing Date”: any Business Day designated as such in an Increased Facility Activation Notice.

“Incremental Equivalent Debt”: as defined in Section 6.1(p).

“Incremental Term Facility”: the commitments (if any) of Lenders (including New Lenders) to make Incremental Term Loans in accordance with Section 2.22(a) and the Incremental Term Loans in respect thereof.

“Incremental Term Lenders”: (a) on any Increased Facility Activation Date relating to Incremental Term Loans, the Lenders signatory to the relevant Increased Facility Activation Notice and (b) thereafter, each Lender that is a holder of an Incremental Term Loan.

“Incremental Term Loans”: any term loans made pursuant to Section 2.22(a).

“Incremental Term Maturity Date”: with respect to the Incremental Term Loans to be made pursuant to any Increased Facility Activation Notice, the maturity date specified in such Increased Facility Activation Notice.

“Incurrence-Based Amounts”: as defined in Section 1.7(b).

“Indemnified Parties”: as defined in Section 11.2.

“Indemnified Taxes”: all Taxes, other than Excluded Taxes and Other Taxes.

“Indemnitees”: Administrative Agent Indemnitees and Lender Indemnitees.

“Information”: as defined in Section 4.18.

“Initial Term Lender”: the Person identified on Schedule I hereto who shall constitute a “Lender” under this Agreement as of the Closing Date.

“Insolvency Proceeding”: any case or proceeding commenced by or against a Person under any state, federal (including the Bankruptcy Code), provincial, territorial or foreign law for, or any agreement

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of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, bankruptcy, debtor relief or debt adjustment law, or for any related relief under any applicable bankruptcy or insolvency law relating to the relief of debtors, readjustment of indebtedness, reorganization, dissolution, liquidation, composition, or extensions; (b) the appointment of a receiver, interim receiver, monitor, trustee, liquidator, administrator, conservator, custodian or other similar Person for such Person or any part of its Property, including, in the case of any Lender, the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; or (c) the marshalling of the assets or liabilities or an assignment for the benefit of creditors.

“Intellectual Property”: as defined in the Security Agreement.

“Intellectual Property Claim”: any claim or assertion (whether in writing, by suit or otherwise) that the Borrower’s or any Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

“Intellectual Property Security Agreements”: any Copyright Security Agreements, Patent Security Agreement or Trademark Security Agreement.

“Intercreditor Agreement”: the Intercreditor Agreement dated as of May 14, 2015, by and between the Administrative Agent and the ABL Administrative Agent and acknowledged by the Borrower, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Interest Election Request”: a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.7.

“Interest Payment Date”: (a) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Borrowing of any LIBOR Loans with an Interest Period of more than three (3) months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three (3) months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type and (b) with respect to any Base Rate Loan, the first day of April, July, October and January of each year.

“Interest Period”: as to any LIBOR Loan, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or any other period of 12 months or less, if agreed by all relevant Lenders), as the Borrower may elect, or the date any LIBOR Loan is converted to a Base Rate Loan in accordance with Section 2.7 or repaid or prepaid in accordance with Section 2.9, Section 2.10 or Section 2.11; provided that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Interpolated Rate”: at any time, for any Impacted Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBOR Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate (for the longest period for which the LIBOR Screen Rate is available) that is shorter than the Impacted Interest Period and

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(b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available) that exceeds the Impacted Interest Period, in each case, as of 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. When determining the rate for a period which is less than the shortest period for which the LIBOR Screen Rate is available, the LIBOR Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate for Dollars determined by the Administrative Agent from such service as the Administrative Agent may select.

“Inventory”: as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in an Obligor’s business (but excluding Equipment).

“Investment”: with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of Debt), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to directors, officers, employees, members of management and consultants, in each case made in the Ordinary Course of Business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property; it being understood that guarantees of obligations not constituting Debt shall not be deemed an Investment. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value or any write-downs or write-offs thereof, but giving effect to any repayments thereof in the form of loans and any return on capital or return on Investment in the cash of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment).

“Investment Grade Rating”: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P.

“Investment Grade Securities”: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (ii) debt securities or debt instruments with a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries, (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) which fund may also hold immaterial amounts of cash pending investment or distribution and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“IRS”: the United States Internal Revenue Service.

“Joint Lead Arrangers”: Bank of America, N.A., J.P. Morgan Securities LLC, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Goldman Sachs Lending Partners LLC and Keybanc Capital Markets Inc.

“LCT Election”: as defined in Section 1.6(a).

“LCT Test Date”: as defined in Section 1.6(a).

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“Lender”: each financial institution listed on Schedule I (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.1), as well as any person that becomes a “Lender” hereunder in accordance with Section 9.1.

“Lender Indemnitees”: the Lenders and their Affiliates, and each of their respective officers, directors, employees, agents and attorneys.

“Lending Office”: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by written notice to the Administrative Agent and the Borrower.

“LIBOR Loan”: a Loan that bears interest based on the LIBOR Rate (other than a Base Rate Loan).

“LIBOR Rate”: with respect to any LIBOR Loan for any Interest Period, the London interbank offered rate for Dollars as administered by ICE Benchmark Association (or any other Person that takes over the administration of such rate for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; and provided, further, if the LIBOR Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBOR Rate shall be the Interpolated Rate, provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing, in no event shall the LIBOR Rate for Term Loans for any Interest Period be less than 1.00% at any time.

“LIBOR Screen Rate”: as defined in the definition of “LIBOR Rate.”

“Lien”: with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, in each case in the nature of security, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Transaction”: as defined in Section 1.6(a).

“Loan Documents”: this Agreement, the Notes and the Security Documents.

“Loans”: the Term Loans, any Extended Term Loans, any Incremental Term Loans and any Replacement Term Loans.

“Local Time”: New York City time.

“Management Agreement”: the Advisory Services and Monitoring Agreement, dated as of March 28, 2013, by and among Mcron Acquisition Corp., Milacron Holdings Inc., Mcron Finance Sub LLC and CCMP, as in effect on the Closing Date and giving effect to amendments, restatements, amendments and restatements, supplements or other modifications thereto that, taken as a whole, are not disadvantageous in any material respect to the Lenders as compared to such agreement in effect on the Closing Date.

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“Management Group”: directors, officers and other management personnel of the Borrower (or its direct or indirect parent).

“Margin Stock”: shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect”: a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under any Loan Document or (iii) the ability of the Borrower and the Guarantors (taken as a whole) to perform their payment obligations under the Loan Documents.

“Material Debt”: any Debt represented by a contract or agreement (other than the Loans) or any of its Restricted Subsidiaries in a principal amount exceeding $35,000,000. For purposes of determining the amount of Material Debt at any time, in respect of Debt of the Borrower or any of its Restricted Subsidiaries owing under any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any of its Restricted Subsidiaries would be required to pay if the related Hedging Agreement were terminated at such time.

“Maturity Date”: September 28, 2020.

“Maximum Incremental Equivalent Amount”: at any date of determination, the sum of (a) (i) $200,000,000 minus (ii) (A) the aggregate principal amount of Incremental Term Loans (other than Refinancing Term Loans) made pursuant to Section 2.22 (in reliance on clause (a) of the definition of “Maximum Incremental Facilities Amount”) prior to such date and (B) the aggregate principal amount of Incremental Equivalent Debt issued or incurred pursuant to Section 6.1(p) (in reliance on this clause (a)) prior to such date (provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed $200,000,000), plus (b) the amount of any optional prepayment of any Loan in accordance with Section 2.11(a) so long as such prepayment was not funded (i) with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) or (ii) with the proceeds of any Incremental Term Facility that effectively extends the Maturity Date with respect to any Class of Loans hereunder plus (c) an additional amount if, after giving effect to the incurrence of such additional amount (but excluding the cash proceeds of such additional amount for purposes of the calculation of the Total Net Secured Leverage Ratio), the Total Net Secured Leverage Ratio shall be less than or equal to 4.0 to 1.0, determined on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates required by Section 5.2(a) or (b), as the case may be, have been delivered.

“Maximum Incremental Facilities Amount”: at any date of determination, the sum of (a)(i) $200,000,000 minus (ii) the sum of (A) the aggregate principal amount of Incremental Term Loans (other than Refinancing Term Loans) made pursuant to Section 2.22 prior to such date (in reliance on this clause (a)) and (B) the aggregate principal amount of Incremental Equivalent Debt issued or incurred pursuant to Section 6.1(p) (in reliance on clause (a)(i) of the definition of Maximum Incremental Equivalent Amount) prior to such date (provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed $200,000,000) plus (b) the amount of any optional prepayment of any Loan in accordance with Section 2.11(a) so long as such prepayment was not funded (i) with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) or (ii) with the proceeds of any Incremental Term Facility that effectively extends the Maturity Date with respect to any Class of Loans hereunder plus (c) an additional amount if, after giving effect to the incurrence of such additional amount (but excluding the cash proceeds of such additional amount for purposes of calculating the Total Net Secured Leverage Ratio), the Total Net Secured Leverage Ratio shall be less than or equal to 4.0 to 1.0, determined on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates were required by Section 5.2(a) or (b), as the case may be, have been delivered.

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“Milacron Holdings”: Milacron Holdings Corp., a Delaware corporation.

“Milacron Holdings Merger”: the merger of Milacron Intermediate with or into Milacron Holdings, pursuant to which Milacron Holdings is the surviving or continuing entity, becomes an Obligor hereunder and agrees to be bound by Section 6.12.

“Milacron Intermediate”: Milacron Intermediate Holdings Inc., a Delaware corporation.

“Minimum Extension Condition”: as defined in Section 2.23(b).

“Mold-Masters”: Mold-Masters Luxembourg Holdings S.à.r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg as a private limited liability company (société à responsabilité limitée).

“Moody’s”: Moody’s Investors Service, Inc., and its successors.

“Mortgage”: each mortgage, deed of trust or deed to secure debt pursuant to which an Obligor grants a Lien on Mortgaged Property to the Administrative Agent for the benefit of Secured Parties as security for the Secured Obligations in form and substance reasonably satisfactory to the Administrative Agent as the same may be amended, amended and restated or otherwise modified; provided that, if any Mortgage is in a mortgage recording tax state, such Mortgage shall be capped at the title insurance amount for the Mortgaged Property.

“Mortgaged Property”: any owned Real Estate owned by any Obligor as of the Closing Date and any owned Real Estate acquired after the Closing Date with a fair market value in excess of $5,000,000.

“Multiemployer Plan”: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA that is subject to Title IV of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions and with respect to which any Obligor has any ongoing obligation.

“Net Income”: with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds”: (a) an amount equal to 100% of the cash proceeds actually received by the Borrower or any of the Restricted Subsidiaries, which, in any Fiscal Year in the aggregate for all such persons exceeds $20,000,000 (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any loss, damage, destruction or condemnation of, or any Asset Disposition (which is not in the Ordinary Course of Business) to any Person of any asset or assets of the Borrower or any Restricted Subsidiary in a single transaction or series of related transactions (other than those (x) pursuant to a Permitted Asset Disposition (other than pursuant to clause (h)(i) or (p) of the definition thereof) and (y) with respect to ABL Collateral so long as the ABL Facility is in effect, from any loss, damage, destruction or condemnation, or any Asset Disposition to any person of any ABL Collateral), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, payments of debt

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and other obligations relating to the applicable asset then due and payable or required to be paid or discharged by the purchaser or transferee of such asset (other than pursuant to the ABL Facility, this Agreement and any other Debt that is secured by Liens ranking pari passu with or junior to the Secured Obligations), other customary expenses and brokerage, consultant and other customary fees and expenses actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof or any Permitted Tax Distributions resulting therefrom and (iii) any reserve for adjustment in respect of (A) the sale price of such asset or assets established in accordance with GAAP and (B) any liabilities associated with such asset or assets and retained by the Borrower or such Restricted Subsidiary after such sale, transfer or other disposition thereof, including pension and other post-employment benefit obligations associated with such transaction; provided that if Holdings or the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower’s intention to use or commit to use any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair Term Priority Collateral useful in the business the Borrower and the Restricted Subsidiaries or make Permitted Acquisitions, in each case within twelve (12) months of such receipt, then such portion shall not constitute Net Proceeds except to the extent not so used or not contractually committed to be so used within such twelve (12)-month period (it being understood that (1) any amount so contractually committed to be used within such twelve (12)-month period must be so used within one hundred eighty (180) days of such commitment, (2) if any amount is reinvested in assets under construction, such reinvestment shall be deemed to occur in full on the date of commencement of construction, (3) if any portion of such proceeds are not so used within the period required by clause (1) hereof (whether because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used or for any other reason), such remaining portion shall constitute Net Proceeds (as of the date of such termination or expiration (if applicable)) and (4) to the extent any amounts are deducted from Net Proceeds pursuant to clause (2) above in respect of assets under construction and such construction is abandoned or terminated, any unexpended amounts shall constitute Net Proceeds (as of the date of such termination or abandonment) without giving effect to this proviso), and (b) an amount equal to 100% of the cash proceeds received by the Borrower or any Restricted Subsidiary from the incurrence, issuance or sale by the Borrower or any of the Restricted Subsidiaries of any Debt (other than of Debt permitted by Section 6.1) net of all Taxes and fees (including investment banking fees), commissions, underwriting discounts, costs and other expenses, in each case incurred in connection with such issuance or sale.

“New Lender”: as defined in Section 2.22(b).

“Non-Consenting Lender”: as defined in Section 2.19(c).

“Non-Debt Fund Affiliate”: the Sponsor, other than any Debt Fund Affiliate and any natural person.

“Note”: as defined in Section 2.9(e).

“Obligations”: all (a) principal of and premium, if any, on the Loans, (b) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Obligors under the Loan Documents, and (c) other monetary obligations owing by Obligors pursuant to the terms and provisions of the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several, including interest, expenses and fees which, but for the filing of a petition in bankruptcy with respect to the Borrower or any Guarantor, would have accrued on any Obligations, whether or not a claim is allowed against the Borrower or such Guarantor for such interest, expenses or fees in the Insolvency Proceeding.

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“Obligor”: the Borrower, Holdings and each other Guarantor.

“OFAC”: the U.S. Treasury Department’s Office of Foreign Assets Control.

“Ordinary Course of Business”: the ordinary course of business of any Person.

“Organic Documents”: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

“OSHA”: the Occupational Safety and Hazard Act of 1970.

“Other Taxes”: all present or future stamp, court, filing, recording, intangible, or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery, performance, registration or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are imposed as a result of a present or former connection between the jurisdiction imposing such Tax and the applicable Lender (other than a present or former connection arising solely as a result of having executed, delivered, been a party to, performed its obligations or received a payment under, or enforced any Loan Document) with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)).

“Parent Entity”: any Person that is a direct or indirect parent company (which may be organized as a partnership) of Holdings.

“Participant”: as defined in Section 9.1(c).

“Patent Security Agreement”: each patent security agreement executed and delivered pursuant to the Security Agreement or any other Security Document.

“PATRIOT Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

“Payment Item”: each check, draft or other item of payment payable to the Borrower, including those constituting proceeds of any Collateral.

“PBGC”: the Pension Benefit Guaranty Corporation.

“Pension Plan”: any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years and with respect to which any Obligor has any ongoing obligation.

“Perfection Certificate”: that certain perfection certificate, dated as of the Closing Date, executed and delivered by each Grantor (as defined in the Security Agreement) to the Administrative Agent.

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“Permitted Acquisition”: any Acquisition by the Borrower so long as

(i) no Event of Default under Section 7.1(a) or (h) exists or would result after giving pro forma effect to such Acquisition; and

(ii) the aggregate consideration paid by the Borrower and the other Obligors that is attributable to the acquisition of Equity Interests of Persons that do not become Obligors and assets that are not owned by the Borrower or an Obligor (other than Holdings except and only to the extent such Equity Interests or assets so acquired are substantially concurrently with the closing of such acquisition being contributed by Holdings to an Obligor (other than Holdings)) shall not exceed in the aggregate for all such Permitted Acquisitions (except to the extent permitted by another clause of the definition of “Permitted Investments”) the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at the time of any such Permitted Acquisition; provided that the limitation under this clause (vi) shall not apply to any acquisition to the extent not less than 75.0% of the EBITDA of the Person(s) or assets acquired in such acquisition (for this purpose and for the component definitions used therein, in the case of an acquisition of any Person(s), determined on a consolidated basis for such Persons and their Subsidiaries) is directly generated by Person(s) that become Obligors or is attributable to assets that are owned by Obligors (other than Holdings except and only to the extent such Equity Interests or assets so acquired are substantially concurrently with the closing of such acquisition being contributed by Holdings to an Obligor (other than Holdings)).

“Permitted Asset Disposition”: an Asset Disposition that is:

(a) a sale of Inventory or goods (or other assets) in the Ordinary Course of Business;

(b) any disposition of property or equipment in the Ordinary Course of Business that is obsolete, worn-out, unmerchantable or otherwise unsalable and any disposition of property or equipment no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries;

(c) a disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Borrower) of less than the greater of (i) $5,000,000 and (ii) 1.0% of Total Assets;

(d) a disposition of property or assets or issuance of securities (i) by the Borrower or any Restricted Subsidiary to any Obligor (other than Holdings) or (ii) by any Obligor or a Restricted Subsidiary to another Restricted Subsidiary; provided that in the case of this clause (d)(ii), where the transferor is an Obligor, the recipient is not an Obligor and such disposition is for less than fair market value (as reasonably estimated by the Borrower in good faith), to the extent such disposition constitutes a Permitted Investment;

(e) an exchange of like property for use in a Similar Business;

(f) a sale, lease, assignment, sublease, license or sublicense of any real or personal property in the Ordinary Course of Business;

(g) an issuance or sale of Equity Interests in, or Debt or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;

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(h) a disposition arising from (i) casualty, condemnation, expropriation or similar action or transfers by reason of eminent domain with respect to any property or other assets, or (ii) exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement;

(i) the grant in the Ordinary Course of Business of any licenses or sublicenses of Intellectual Property;

(j) any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including any Sale and Leaseback Transaction;

(k) a discount of Inventory or notes receivable or the conversion of accounts receivable to notes receivable in the Ordinary Course of Business;

(l) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(m) a disposition in connection with the outsourcing of services in the Ordinary Course of Business;

(n) an abandonment of Intellectual Property (and rights thereto) in the Ordinary Course of Business;

(o) voluntary terminations of obligations under Hedging Agreements;

(p) as long as no Event of Default exists, Asset Dispositions not otherwise permitted hereunder (i) in an aggregate amount not to exceed the greater of (x) $100,000,000 and (y) 5.50% of Total Assets and (ii) in which (x) the sales price is at least the fair market value of the assets sold and (y) solely in the case of any Asset Disposition involving assets with a fair market value in an amount exceeding the greater of (A) $15,000,000 and (B) 1.00% of Total Assets, at least 75% of the consideration therefor is in the form of cash or Cash Equivalents; (q) a sale or other disposition of Equity Interests of the Borrower;

(r) a transfer or other Asset Disposition by any Obligor to any other Obligor;

(s) an Asset Disposition constituting a merger, consolidation or other business combination or the disposition of all or substantially all of the assets of the Borrower or its Restricted Subsidiaries, in each case as permitted hereunder;

(t) sales of accounts receivable, including in connection with the collection, settlement or compromise thereof or in an Insolvency Proceeding, in the Ordinary Course of Business;

(u) a Permitted Restricted Payment or Permitted Investment; or

(v) a disposition of cash and Cash Equivalents or Investment Grade Securities in the Ordinary Course of Business.

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“Permitted Contingent Obligations”: Contingent Obligations that are:

(a) arising from endorsements of Payment Items or other instruments for collection or deposit or otherwise from the honoring by a bank or other financial institution of a Payment Item drawn against insufficient funds, in each case in the Ordinary Course of Business;

(b) arising from Hedging Agreements permitted hereunder;

(c) existing on the Closing Date and set forth on Schedule 6.4 and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed;

(d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations;

(e) arising from customary indemnification obligations, adjustments of purchase price, earnout or similar obligations, in each case, in favor of purchasers in connection with Permitted Asset Dispositions;

(f) arising under the Loan Documents or other Debt permitted by Section 6.1;

(g) arising under guarantees of Subordinated Debt; provided that such guarantee shall be subordinated to the same extent as such Subordinated Debt is subordinated to the Secured Obligations;

(h) arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions;

(i) arising with respect to customary provisions of any customer agreement or purchase order (including to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services) incurred in the Ordinary Course of Business;

(j) consisting of guarantees of Debt incurred for the benefit of any other Obligor (other than, solely with respect to Debt for borrowed money, Holdings) or Restricted Subsidiary if the primary obligation is permitted under Section 6.1;

(k) otherwise incurred in the Ordinary Course of Business; or

(l) in an aggregate amount of $10,000,000 or less at any time outstanding.

“Permitted Debt Securities”: Debt of the Borrower or any Restricted Subsidiary (i) that is unsecured or secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent, (ii) the terms of which do not provide for any scheduled repayment, mandatory redemption (other than pursuant to customary provisions relating to redemption or repurchase upon change of control or sale of assets) or sinking fund obligation prior to the date that is, at the time of issuance of such Debt, ninety-one (91) days after the Final Maturity Date and (iii) in the case of Debt with an outstanding principal amount in excess of $20,000,000, the covenants, events of default, and remedy provisions of which, taken as a whole, are (A) not materially more restrictive to, or the mandatory repurchase or redemption provisions thereof are not materially more onerous or expansive in scope, taken as a whole, on, the

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Borrower and the Restricted Subsidiaries than the terms of the Loan Documents or (B) consistent with then current market terms for the type of Debt issued, in each case, in the good faith determination of the Borrower.

“Permitted Investment”: any Investment:

(a) by the Borrower and Restricted Subsidiaries in Subsidiaries to the extent existing on the Closing Date;

(b) existing on the Closing Date and set forth in Schedule 6.5 or made pursuant to a binding commitment in effect on the Closing Date and set forth in Schedule 6.5 or consisting of any extension, modification or renewal of any such Investment; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Closing Date or (ii) as otherwise permitted under this Agreement;

(c) in cash, Cash Equivalents or Investment Grade Securities or in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with a Permitted Asset Disposition;

(d) by an Obligor in (i) another Obligor (other than Holdings), and (ii) any Restricted Subsidiary that is not an Obligor, which consists solely of contributions or other Dispositions of Equity Interests in any Person that is not an Obligor;

(e) in any Person in connection with Permitted Acquisitions (including any Investment held by such Person so long as such Investment was not acquired by such Person in contemplation of such Permitted Acquisition);

(f) consisting of or constituting Permitted Contingent Obligations;

(g) in bank deposits or other endorsements for collection or deposit in the Ordinary Course of Business;

(h) acquired or received (i) in exchange for any other Investment or accounts receivable held by the Borrower or any of its Subsidiaries in connection with any plan of reorganization, bankruptcy workout or recapitalization or similar arrangement upon the bankruptcy or insolvency of the issuer/account debtor of such other Investment or accounts receivable, (ii) as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates or (iv) in settlement of debts created in the Ordinary Course of Business;

(i) consisting of or constituting (x) Permitted Acquisitions, (y) Permitted Asset Dispositions (other than pursuant to clause (d) and (u) thereof) and (z) transactions permitted under Section 6.7 (other than pursuant to clauses (ii)(x)(2), (iii) and (iv)(b) of such Section), in each case as permitted hereunder;

(j) consisting of or constituting the capitalization or forgiveness of any Debt owed to an Obligor by any other Obligor to the extent that the first Obligor is permitted to make equity Investments in the second Obligor hereunder;

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(k) received as the non-cash portion of consideration received in connection with Permitted Asset Dispositions;

(l) by Restricted Subsidiaries that are not Obligors in (i) other Restricted Subsidiaries that are not Obligors, and (ii) Obligors;

(m) consisting of or constituting obligations under Hedging Agreement permitted hereunder;

(n) the payment for which consists of Qualified Capital Stock of the Borrower or Equity Interests of Holdings or any Parent Entity;

(o) consisting of Debt and guarantees thereof permitted hereunder, to the extent constituting an Investment;

(p) consisting of, or to finance, purchase and/or acquire Inventory, supplies, material, services or equipment or purchase of contract rights or license or leases of Intellectual Property in the Ordinary Course of Business;

(q) in an amount not to exceed (i) the Available Basket Amount at the time of any such Investment plus (ii) the portion of Excluded Contributions on the date of such election, in each case, that the Borrower elects to apply pursuant to this clause (q);

(r) consisting of or constituting advances to, or guarantees of Debt of, directors, employees, members of management, officers and consultants not in excess of $10,000,000 outstanding at any one time, in the aggregate;

(s) consisting of or constituting loans and advances to officers, directors, employees, members of management and consultants for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the Ordinary Course of Business or consistent with past practices to fund such Person’s purchase of Equity Interests of the Borrower or any Parent Entity;

(t) consisting of or constituting receivables owing to the Borrower or any of its Restricted Subsidiaries if created or acquired in the Ordinary Course of Business;

(u) consisting of or constituting pledges or deposits (i) with respect to leases or utilities provided to third parties in the Ordinary Course of Business or (ii) otherwise described in the definition of “Permitted Liens” or made in connection with such Permitted Liens;

(v) in an aggregate principal amount not to exceed the greater of (x) $75,000,000 and (y) 4.50% of Total Assets at the time of any such Investment at any time outstanding;

(w) consisting of or constituting earnest money deposits made in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any acquisition;

(x) consisting of or constituting loans and advances relating to indemnification or reimbursement of any officers, directors, employees, consultants or members of management in respect of liability relating to their serving in any such capacity or as otherwise permitted hereunder;

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(y) by any Obligor in any Restricted Subsidiary that is not an Obligor; provided that the aggregate amount of Investments outstanding at any time pursuant to this clause (y) other than in the form of transfers of Equity Interests or Debt of a Restricted Subsidiary that is not an Obligor to a Restricted Subsidiary shall not exceed the greater of (x) $75,000,000 and (y) 4.50% of Total Assets at the time of any such Investment); and provided further that intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and the Restricted Subsidiaries shall not be included in calculating the limitation in this clause (y) at any time;

(z) loans or advances of payroll to officers, directors, members of management, consultants and employees in the Ordinary Course of Business;

(aa) any transaction, to the extent it constitutes an Investment, that (i) is permitted and made in accordance with Section 6.10 (other than clause (viii) thereof) or Section 6.3, or (ii) is made as part of the Transactions;

(bb) any Investments made by Restricted Subsidiaries that are not Obligors, to the extent such Investments are made with the proceeds of a Permitted Investment made by an Obligor in such Restricted Subsidiary in accordance with the terms of clause (q), (v), (y) (but only to the extent used to make a Permitted Acquisition), (dd), (ee) or (ff) of this definition;

(cc) in Holdings in amounts and for purposes for which Permitted Restricted Payments to Holdings are permitted under the definition thereof;

(dd) made in connection with the creation, formation and/or acquisition of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to create, form and/or acquire any joint venture, in an aggregate outstanding amount not to exceed the greater of (x) $15,000,000 and (y) 1.0% of Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.2(a) or (b), as applicable;

(ee) additional Investments so long as the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.2(a) or (b) does not exceed 4.5 to 1.0; and

(ff) made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate amount not to exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.2(b) or (b) minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.6(y).

“Permitted Investors”: (i) the Sponsor, (ii) the members of the Management Group and (iii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Persons specified in clauses (i) and (ii), collectively, have beneficial ownership of more than 50% of the Total Voting Power of the Borrower (or any of its direct or indirect parent entities).

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“Permitted Lien”: as defined in Section 6.2.

“Permitted Purchase Money Debt”: Purchase Money Debt of the Borrower and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount of such Purchase Money Debt (taken together with amounts incurred under Section 6.1(k)) and Permitted Refinancing Debt in respect of Debt originally incurred pursuant to Section 6.1(g) and (k)) does not exceed at the time any such Debt is incurred the greater of $50,000,000 and 3.00% of Total Assets at the time such Purchase Money Debt is incurred.

“Permitted Refinancing Debt”: any Debt issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Debt being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Debt); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Debt does not exceed the principal amount (or accreted value, if applicable) of the Debt so Refinanced (plus unpaid accrued interest and premium thereon and underwriting discounts, fees, commissions and expenses, associated with such Permitted Refinancing Debt), except as otherwise permitted under Section 6.1, (b) other than with respect to Debt permitted pursuant to Sections 6.1(g), (j), (k), (x), (cc)(ii) and (gg), such Permitted Refinancing Debt has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Debt being Refinanced, (c) if the Debt being Refinanced is by its terms subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Debt shall be subordinated in right of payment to such Obligations on terms not materially less favorable to the Lenders as those contained in the documentation governing the Debt being Refinanced, taken as a whole, (d) no Permitted Refinancing Debt in respect of Debt of an Obligor shall have obligors or contingent obligors that are not Obligors except to the extent otherwise permitted under Section 6.1 or 6.4, (e) if the Debt being Refinanced is (or would have been required to be) secured by the Collateral (whether on a pari passu or junior basis to the Secured Parties), such Permitted Refinancing Debt may be secured by such Collateral on terms not materially less favorable, taken as a whole, to the Secured Parties than (i) in respect of such Permitted Refinancing Debt secured by the Collateral on a pari passu basis to the Secured Parties, those contained in the Security Documents and (ii) in respect of such Permitted Refinancing Debt secured by the Collateral on a junior basis to the Secured Parties, those contained in the collateral agreement outstanding in respect of the Debt being Refinanced; and; provided further that, except as otherwise provided herein, with respect to a Refinancing of (x) Permitted Debt Securities such Permitted Refinancing Debt shall meet the requirements of clauses (i), (ii) and (iii) of the definition of “Permitted Debt Securities” and (y) Debt secured by a Lien on the Collateral, any Liens securing such Permitted Refinancing Debt shall be subject to an intercreditor agreement that is not materially less favorable, taken as a whole, to the Secured Parties than the intercreditor agreement outstanding in respect of the Debt being Refinanced and (f) except as otherwise permitted by Section 6.2 (other than Section 6.2(x)), the Permitted Refinancing Debt may not be secured by any assets of the Borrower or any Restricted Subsidiary that did not secure the Debt being Refinanced (other than after-acquired property that would have been required to secure the Debt being Refinanced and, if the Debt that is being Refinanced is secured by Liens on the Collateral ranking pari passu with or junior to the Liens on the Collateral securing the Obligations, on any other assets that constitute Collateral at the time such Permitted Refinancing Debt is incurred); provided further that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred pursuant to this Agreement and can be provided by such lender (or its Affiliates).

“Permitted Restricted Payments”: any Restricted Payment

(a) payable solely in Qualified Capital Stock of the Borrower;

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(b) consisting of or constituting a Permitted Tax Distribution;

(c) by the Borrower to Holdings to enable Holdings (or any Parent Entity) or any of its Subsidiaries to purchase, redeem, retire or otherwise acquire shares of its Equity Interests (or options or rights to acquire its Equity Interests) held by any present, former or future officers, directors, employees, members of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) (including any Equity Interests rolled over by management of Mold-Masters or of the Borrower or any direct or indirect parent companies or Subsidiaries in connection with the 2012 Transactions, the Specified Transactions or the Transactions), in an aggregate cash amount not exceeding $15,000,000 in any calendar year, with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $25,000,000 in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(i) the cash proceeds from the sale of Qualified Capital Stock of the Borrower and, to the extent contributed to the capital of the Borrower, Equity Interests of Holdings or any Parent Entity, in each case to present or former employees, officers, directors, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the 2012 Transactions, the Specified Transactions or the Transactions); plus

(ii) the cash proceeds of key man life insurance policies received by the Borrower or any of its Restricted Subsidiaries after the Closing Date; less (without duplication)

(iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this clause (c);

(d) (i) so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, Restricted Payments in an amount not to exceed the Available Basket Amount at the time of any such Restricted Payment and (ii) Restricted Payments in an amount not to exceed the portion of Excluded Contributions on the date of such election that the Borrower elects to apply to this clause (d)(ii);

(e) deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) by the Borrower (or a Restricted Payment to Holdings or any Parent Entity to fund such payment of dividends on such Person’s common stock) following a Qualified IPO, of up to 6.0% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Borrower in or from any such Qualified IPO;

(g) by the Borrower, or by the Borrower to Holdings to enable Holdings or any Parent Entity, to purchase or redeem fractional shares (or cash payments in lieu thereof) of Equity Interests in connection with the exercise of warrants, options, other rights to acquire Equity Interests or other securities convertible or exchangeable for Equity Interests of the Borrower (or any Parent Entity);

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(h) as shall be necessary to allow Holdings (or any Parent Entity) to pay (i) operating expenses in the Ordinary Course of Business and other corporate overhead, legal, accounting and other professional fees and expenses (including, without limitation, those owing to third parties plus any customary indemnification claims made by directors, officers, employees, members of management or consultants of Holdings (or any Parent Entity)), the Borrower and the Restricted Subsidiaries attributable to the ownership of or operations of Holdings (or any Parent Entity), the Borrower and the Restricted Subsidiaries, (ii) fees and expenses related to any debt or equity offering, Permitted Investment or acquisition permitted hereunder (in each case, whether or not successful), (iii) franchise or similar taxes and other fees and expenses required in connection with the maintenance of its organizational existence or qualification to do business, (iv) the consideration to finance any Permitted Investment; provided that (A) such Restricted Payments under this clause (h)(iv) shall be made substantially concurrently with the closing of such Permitted Investment and (B) Holdings (or any Parent Entity) shall, promptly following the closing thereof, cause all such property acquired to be contributed to the Borrower or one of its Restricted Subsidiaries or the merger or amalgamation of the Person formed or acquired into the Borrower or one of its Restricted Subsidiaries in order to consummate such Permitted Investment, (v) customary salary, bonus, severance, indemnification obligations and other fees, benefits or expenses reimbursements payable to directors, officers, employees, members of management and consultants of Holdings (or any Parent Entity), the Borrower and the Restricted Subsidiaries and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other fees, benefits or expense reimbursements are attributable to the ownership or operation of Holdings (or any Parent Entity), the Borrower and the Restricted Subsidiaries, (vi) any incremental state or local income or franchise tax (net of any federal income tax benefits, as determined in good faith by the Borrower) payable by Holdings or any Parent Entity as a result of any Restricted Payment to such entity permitted by this clause (h) and clauses (b), (g) and (i), (vii) any amounts permitted to be paid pursuant to clauses (ii), (iii), (iv), (v), (vii), (x) and (xiii) of Section 6.10; and (viii) without duplication of clause (v), Public Company Costs;

(i) made or expected to be made by the Borrower in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management or consultants of Holdings (or any Parent Entity) or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of the foregoing) and any repurchases of Equity Interests in consideration of such payments including demand repurchases in connection with the exercise of stock options and any retirement of Equity Interest in consideration of such payment;

(j) of regularly scheduled amounts then due and payable to holders of any class or series of Disqualified Equity Interests;

(k) made within 60 days after the date of declaration thereof, if at the date of declaration such Restricted Payment would have complied with the provisions of this Agreement;

(l) to fund the Transactions and the fees and expenses related thereto or owed to Affiliates (in each case, as permitted under this Agreement) and, to the extent constituting a Restricted Payment, for purposes of entering into and consummating the Transactions and the transactions expressly permitted under this Agreement;

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(m) payable in shares of Equity Interests of, or consisting of rights to payment on Debt owed to the Borrower or any Restricted Subsidiary by, Unrestricted Subsidiaries;

(n) by the Borrower in an aggregate amount not to exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.2(a) or (b) minus (A) the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.6(y), minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”;

(o) by the Borrower so long as the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.2(a) or (b) is less than or equal to 4.00 to 1.00; and

(p) made on the Closing Date to consummate the Transactions, including the Specified Distribution.

“Permitted Tax Distributions”: for each taxable year or portion thereof with respect to which Borrower and/or any of its Subsidiaries are members (or constituent parts) of a consolidated, combined, unitary or similar income or franchise tax group for U.S. federal and/or applicable state or local income or franchise Tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), aggregate distributions (which may be made in quarterly installments to fund estimated Tax payments) to pay the portion of any consolidated, combined, unitary or similar U.S. federal, state or local income and franchise Taxes (as applicable) of such Tax Group for such taxable year that are attributable to the income (or the applicable franchise tax base) of the Borrower and/or such Subsidiaries, as applicable; provided that (i) the amount of such dividends or other distributions for any taxable year or portion thereof shall not exceed the amount of such Taxes that the Borrower and/or such Subsidiaries, as applicable, would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate Tax Group) and (ii) dividends or other distributions in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for such purpose.

“Person”: any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

“Plan”: any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established or maintained by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

“Platform”: as defined in Section 5.2.

“Pledge Agreement”: the Pledge Agreement, dated as of May 14, 2015, by each Obligor in favor of the Administrative Agent.

“PPSA”: the Personal Property Security Act (Ontario) and the regulations thereunder.

“Prepayment Fees”: as defined in Section 2.11(i).

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“Prime Rate”: the rate of interest per annum determined from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City and notified to the Borrower (the Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A. in connection with extensions of credit to debtors).

“Pro Forma Basis”: as to any calculation of the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio and Total Assets for any events as described below that occur subsequent to the commencement of any Test Period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the Test Period (for income statement items) or the last day of the Test Period (for balance sheet items), after giving effect thereto (it being understood and agreed that (x) such pro forma adjustments shall be excluded to the extent already accounted for in the calculation of EBITDA for such period and (y) if any person that became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary shall have experienced any event requiring adjustments pursuant to this definition, then such calculation shall give pro forma effect thereto for such period as if such event occurred at the beginning of such period): (i) in making any determination of EBITDA, pro forma effect shall be given to any Asset Disposition of a Restricted Subsidiary, manufacturing facility or line of business, to any asset acquisition, any discontinued operation or any operational change and any Subsidiary designation as an Unrestricted Subsidiary or redesignation as a Restricted Subsidiary in each case that occurred during the Test Period or thereafter and through and including the date of such determination) and (ii) in making any determination on a Pro Forma Basis, all Debt (including Debt incurred or assumed and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Debt incurred for working capital purposes) incurred or permanently repaid, returned, redeemed or extinguished following the first day of such Test Period shall be deemed to have been incurred or repaid, returned, redeemed or extinguished on the last day of such Test Period.

Pro forma calculations or determinations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Senior Officer of the Borrower and, for any fiscal period ending on or prior to the last day of the four full consecutive Fiscal Quarters ended after the occurrence of any such event described above, may include (a) adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in note (1) to “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data” in the offering memorandum in connection with the Existing Secured Notes Debt; (b) adjustments calculated in accordance with Regulation S-X under the Exchange Act; and (c) adjustments to give effect to any Pro Forma Cost Savings in an amount pursuant to this clause (c) not to exceed 30% of EBITDA for the applicable Test Period before giving effect to such Pro Forma Cost Savings.

“Pro Forma Cost Savings”: without duplication, with respect to the eighteen (18) month period referenced below and any pro forma event, the net reduction in costs (including sourcing), operating expenses and other operating improvements or synergies for which specified actions have been taken or are reasonably expected to be taken during the eighteen (18) month period ended after the date of such pro forma event and that are reasonably identifiable and factually supportable, as if all such reductions in costs had been effected as of the beginning of such period, net of the amount of actual benefits realized during such period from such actions based on the good faith reasonable beliefs of the Borrower.

“Properly Contested”: with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect; and (e) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

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“Property”: any property or asset, whether real, personal or mixed, or tangible or intangible.

“Public Company Costs”: any Charge associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Charges relating to compliance with the provisions of the Securities Act and the Exchange Act (and, in each case, similar Requirements of Law under other jurisdictions), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, any Charge relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and to the extent relating thereto, other executive costs, legal and other professional fees and listing fees.

“Public Lender”: as defined in Section 5.2.

“Purchase Money Debt”: (a) Debt incurred to finance the purchase, lease, construction, repair, replacement, improvement or acquisition, as the case may be, of real or personal property or other assets, and whether acquired through the direct acquisition of property or assets or the acquisition of Equity Interest of any Person owning such property or assets, or otherwise and (b) any renewals, extensions, modifications or refinancings thereof.

“Purchase Money Lien”: a Lien that secures Purchase Money Debt, encumbering only the real or personal property or other assets financed, purchased, leased, constructed, repaired, replaced, improved or acquired, as the case may be, with such Purchase Money Debt; provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings, which consist of Purchase Money Debt incurred pursuant to this Agreement and are provided by such lender (or its Affiliates).

“Qualified ECP Guarantor”: in respect of any Swap Obligation, each Obligor that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as constitutes an “ECP” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “ECP” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Capital Stock”: any Equity Interest of the Borrower that is not a Disqualified Equity Interest.

“Qualified IPO”: the issuance by Holdings or any Parent Entity of its common stock in an underwritten primary public offering pursuant to an effective registration statement filed with the United States Securities and Exchange Commission in accordance with the Exchange Act (whether alone or in connection with a secondary public offering).

“Real Estate”: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

“Refinance”: as defined in the definition of the term “Permitted Refinancing Debt,” and

“Refinanced” shall have a meaning correlative thereto.

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“Refinancing Term Loans”: Incremental Term Loans that the Borrower has designated as “Refinancing Term Loans” in the applicable Increased Facility Activation Notice; provided that (i) such Refinancing Term Loans will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced, (ii) the other terms and conditions relating to such Refinancing Term Loans (excluding pricing (including interest, fees and premiums) and optional prepayment or redemption terms) are substantially identical to, or taken as a whole are no more favorable (as reasonably determined by the Borrower) to the lenders providing such Refinancing Term Loans than those applicable to the Loans being refinanced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the Loans existing at the time of such refinancing) and (iii) the aggregate principal amount of any Refinancing Term Loans does not exceed the aggregate principal amount of the Loans being refinanced therewith, plus fees, premiums, accrued interest and costs and expenses related thereto and (iv) the proceeds of such Refinancing Term Loans shall be applied, within three (3) Business Days following the date of incurrence thereof, to the prepayment of outstanding Loans so refinanced in an amount equal to the aggregate principal amount of such Refinancing Term Loans minus the aggregate amount of fees and expenses incurred by the Borrower in connection therewith.

“Regulation T”: Regulation T of the Board of Governors as from time to time in effect and rulings and interpretations thereunder or thereof, and any successor provision thereto.

“Regulation U”: Regulation U of the Board of Governors as from time to time in effect and rulings and interpretations thereunder or thereof, and any successor provision thereto.

“Regulation X”: Regulation X of the Board of Governors as from time to time in effect and rulings and interpretations thereunder or thereof, and any successor provision thereto.

“Related Fund”: with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered, advised or managed by (i) such Lender, (ii) an Affiliate of such Lender or (iii) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Related Parties”: with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Related Real Estate Documents”: (i) a Mortgage, (ii) a mortgagee title insurance policy, insuring the Administrative Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to the Administrative Agent, which must be fully paid on such effective date; (iii) either (a) a new ALTA survey or (b) an existing as-built survey of the Mortgaged Property (together with a no change affidavit) sufficient for the title company to remove the standard survey exceptions and issue survey-related endorsements; (iv) a life-of-loan flood hazard determination and, if the Mortgaged Property is located in a special flood hazard area, an acknowledged notice to borrower and evidence of flood insurance in accordance with Section 5.13 hereof; (v) mortgage opinions, addressed to the Administrative Agent and the Secured Parties covering the due authorization, execution, delivery and enforceability of the applicable Mortgage and such other customary matters incident to the transactions contemplated herein as Administrative Agent may reasonably request (if not covered by title insurance), and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; ; (vi) evidence reasonably satisfactory to the Administrative Agent that the applicable Obligors have delivered to the title company such standard and customary affidavits, certificates, information, instruments of indemnification (including a so-called “gap” indemnification) and other documents as may be reasonable

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necessary to cause the title company to issue the title insurance policies as contemplated by clause (ii) above; and (vii) evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and other real estate documents and the issuance of the title policies contemplated by clause (ii) above.

“Release”: any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Removal Effective Date”: as defined in Section 8.6(a).

“Replacement Term Loans”: as defined in Section 11.1(d).

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Representatives”: as defined in Section 11.11.

“Repricing Transaction”: other than in the context of a transaction involving a Permitted Acquisition or similar Investment, a Change of Control or a Qualified IPO, the refinancing or repricing of all or a portion of the Term Loans the primary purpose of which is to reduce the all-in yield applicable to the Term Loans through (a) the incurrence by the Borrower of any secured term loans (including, without limitation, any new or additional term loans under this Agreement, whether incurred directly or by way of the conversion of Term Loans into a new tranche or series of replacement term loans under this Agreement) (i) having an Effective Yield for such Debt that is less than the Effective Yield for the Term Loans, and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term Loans or (b) any effective reduction in the Effective Yield for the Term Loans (e.g., by way of amendment, waiver or otherwise).

“Required Lenders”: Lenders having Loans that, taken together, represent more than 50% of the sum of all Loans outstanding. The Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Required Percentage”: 50%; provided that the Required Percentage with respect to any Excess Cash Flow Period shall be reduced to (i) 25% if the Total Net Secured Leverage Ratio at the end of such Excess Cash Flow Period is equal to or less than 2.75 to 1.00 but greater than 2.25 to 1.00 and (ii) 0% if the Total Net Secured Leverage Ratio at the end of such Excess Cash Flow Period is equal to or less than 2.25 to 1.00.

“Requirements of Law”: with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Response”: (a) any “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up,

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remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer”: any Senior Officer, and the treasury director and the director of financial analysis.

“Restricted Debt Payment”: as defined in Section 6.6.

“Restricted Payment”: (a) any dividend or other distribution in respect of any Equity Interest (other than payment-in-kind) of the Borrower and (b) any purchase, redemption, or other acquisition or retirement for value of any Equity Interest of the Borrower.

“Restricted Subsidiary”: any direct or indirect Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

“S&P”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Sale and Leaseback Transaction”: an arrangement with any Person relating to Property used or useful in the business of the Borrower or its Subsidiaries, whether now owned or acquired after the Closing Date, whereby the Borrower or a Subsidiary sells or transfers such Property to a Person and thereafter rents or leases such Property or other Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred.

“Sanctions”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council.

“Sanctioned Person”: at any time, (a) any Person, or any Person controlled by a Person, listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any person listed in any Sanctions- related list of designated Persons maintained by the United Nations Security Council, or (c) any person with whom it is prohibited to do business on account of Sanctions imposed on a country in which the Person is organized or operating.

“SEC”: the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Secured Bank Product Obligations”: Bank Product Debt owing to a Secured Bank Product Provider (provided that Secured Bank Product Obligations of any Obligor shall not include any Excluded Swap Obligations with respect to such Obligor).

“Secured Bank Product Provider”: the Administrative Agent, any Lender or any Affiliates of the Administrative Agent or any Lender (provided that if any such Affiliate is not the Administrative Agent or a Lender, such Affiliate shall have executed an instrument reasonably satisfactory to the Borrower and the Administrative Agent agreeing to the provisions of Section 11.18).

“Secured Obligations”: the Obligations and the Secured Bank Product Obligations.

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“Secured Parties”: the Administrative Agent, the Lenders and Secured Bank Product Providers.

“Securities Act”: the Securities Act of 1933.

“Security Agreement”: that certain security agreement, dated as of May 14, 2015, by and among the Administrative Agent, the Borrower and the Guarantors.

“Security Documents”: the Pledge Agreement, the Security Agreement, the Mortgages, the Intercreditor Agreement and the Intellectual Property Security Agreements, in each case including joinders and replacements thereto and all other documents, instruments and agreements now or hereafter utilized to pledge or grant or purport to pledge or grant a security interest or Lien on any property as collateral for the Secured Obligations.

“Senior Notes Debt”: the Borrower’s 7.75% Senior Notes due 2021, issued pursuant to the Senior Notes Indenture, dated as of the March 28, 2013, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof and the guarantees thereof.

“Senior Notes Documents”: the Senior Notes, the Senior Notes Indenture and all other documents executed and delivered with respect to the Senior Notes or Senior Notes Indenture, each dated as of March 28, 2013.

“Senior Notes Indenture”: the Indenture, dated as of March 28, 2013, among the Borrower, the Guarantors and U.S. Bank National Association, as trustee.

“Senior Officer: the chairman of the board, president, chief administrative officer, chief executive officer, chief financial officer, chief operating officer or treasurer of the Borrower or, if the context requires, of another Obligor.

“Series”: with respect to any Incremental Term Loans, Extended Term Loans or Replacement Term Loans all such Loans established pursuant to an Increased Facility Activation Notice or the applicable amendment in connection with the establishment of such Extended Term Loans unless any such Incremental Term Loans, Extended Term Loans or Replacement Term Loans have the same terms (other than upfront fees or original issue discount) as the Loans of any existing Class and are specified to be an increase in the amount of Loans of such existing Class.

“Significant Subsidiary”: any Subsidiary that, on a consolidated basis with its subsidiaries, accounts for more than 10% of the Total Assets or more than 10% of the Borrower’s and the Restricted Subsidiaries’ consolidated revenues.

“Similar Business”: any business conducted or proposed to be conducted by the Borrower and its Subsidiaries on the Closing Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sold Entity or Business”: as defined in the definition of “EBITDA.”

“Solvent”: as to Holdings, the Borrower and their Restricted Subsidiaries on the Closing Date, (i) the sum of the debt (including contingent liabilities) of Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, does not exceed the fair value or the present fair saleable value of the assets of Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole; (ii) the capital of Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, is not unreasonably small in

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relation to the business of Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the Ordinary Course of Business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Distribution”: the one-time special distribution to the existing shareholders of Milacron Holdings in an aggregate amount not to exceed $145,000,000.

“Specified Transactions”: collectively, (i) the transactions contemplated by the Securities Purchase Agreement, dated as of February 11, 2013 (together with the exhibits and disclosure schedules thereto, among the Borrower, Mold-Masters, the selling equityholders of Mold-Masters party thereto and the Seller’s (as defined therein) representative party thereto), the equity investments in Holdings the issuance of the Senior Notes Debt, the ABL Amendment and Restatement, the refinancing or repayment of certain third party Debt for borrowed money of Mold-Masters and its subsidiaries, and the entry into and borrowings under the Existing Term Loan Agreement, consummated March 28, 2013, (ii) the transactions contemplated by Amendment No. 1 to the Existing Term Loan Agreement, dated as of March 31, 2014, including, but not limited to, the borrowings of the incremental term loans thereunder, and (iii) the transactions contemplated by that certain Amendment Agreement, dated as of October 17, 2014, by and among Holdings, the Borrower, Mold-Masters (2007) Limited, the subsidiaries of Holdings party thereto, the lenders party thereto and Bank of America, N.A., a national banking association, as administrative agent and collateral agent, including, but not limited to, the amendment and restatement of the Existing ABL Facility.

“Sponsor”: CCMP and its Affiliates, other than any operating portfolio companies.

“Subordinated Debt”: Debt incurred by the Borrower or a Restricted Subsidiary that is expressly subordinate and junior in right of payment to the Obligations.

“Subsidiary”: with respect to any Person, any entity more than 50% of whose voting Equity Interests is owned by such Person (including indirect ownership by such Person through other entities in which an Obligor directly or indirectly owns more than 50% of the voting Equity Interests). When used without reference to Holdings, the term “Subsidiary” shall be deemed to refer to a Subsidiary of the Borrower.

“Swap Obligation”: with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Syndication Agent”: Keybanc Capital Markets Inc.

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, remittances, fees or charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax Group”: as defined in the definition of “Permitted Tax Distributions.”

“Term Commitment”: with respect to the Initial Term Lender, its Commitment to make a Term Loan on the Closing Date in an aggregate amount equal to $730,000,000.

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“Term Facility”: the Commitments and the Term Loans made hereunder.

“Term Loan Installment Date”: as defined in Section 2.10(a).

“Term Loans”: the term loans made by the Lenders to the Borrower on the Closing Date pursuant to Section 2.1.

“Term Priority Collateral”: as defined in the Intercreditor Agreement.

“Termination Date”: as defined in Section 5.

“Test Period”: each period of four consecutive fiscal quarters of the Borrower then last ended for which financial statements have been delivered pursuant to Section 5.2(a) or (b), in each case taken as one accounting period.

“Total Assets”: with respect to any Person and its Restricted Subsidiaries, the total assets of such Person and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Borrower and the Restricted Subsidiaries as may be expressly stated.

“Total Net Leverage Ratio”: as at the last day of any Test Period, the ratio of (a) an amount equal to (i) Consolidated Total Debt on such day minus (ii) an amount equal to the sum of (x) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries on such date plus (y) the cash and cash equivalents of the Borrower and its Restricted Subsidiaries restricted in favor of the Secured Parties and any Debt permitted under Section 6.1 that is secured by a Lien on the Collateral permitted by Section 6.2, (in each case determined in accordance with GAAP), to (b) EBITDA for such Test Period.

“Total Net Secured Leverage Ratio”: as at the last day of any Test Period, the ratio of (a) an amount equal to (i) Consolidated Total Debt on such day (other than any portion thereof that is unsecured or is secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement, in each case, except for Incremental Equivalent Debt, which in the case of any such Incremental Equivalent Debt shall be included) minus (ii) an amount equal to the sum of (x) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries on such date plus (y) the cash and cash equivalents of the Borrower and its Restricted Subsidiaries restricted in favor of the Secured Parties and any Debt permitted under Section 6.1 that is secured by a Lien on the Collateral permitted by Section 6.2 (in each case determined in accordance with GAAP) to (b) EBITDA for such Test Period.

“Total Voting Power”: with respect to any Person, the total number of votes which holders of Equity Interests having the ordinary power to vote, in the absence of contingencies, are entitled to cast for the election of directors (determined on a fully diluted basis).

“Trademark Security Agreement”: each trademark security agreement executed and delivered pursuant to the Security Agreement or any other Security Document.

“Transaction Costs”: as defined in the definition of “Transactions.”

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“Transactions”: each of the following transactions consummated or to be consummated in connection therewith:

(a) the execution, delivery and performance of the Loan Documents and any Borrowing hereunder (including any Borrowing to fund the Transaction Costs);

(b) the repayment, redemption, defeasance, discharge, refinancing, termination or satisfaction in full of the obligations under the Existing Term Loan Agreement and the Existing Secured Notes Debt;

(c) the Specified Distribution;

(d) the execution, delivery and performance of the ABL Amendment Agreement and the amendment and restatement of the Existing ABL Credit Agreement;

(e) the payment of all fees, premiums, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition (the “Transaction Costs”).

“Type”: as to any Loan, its nature as a Base Rate Loan or a LIBOR Loan.

“UCC”: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other United States jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

“Unfunded Pension Liability”: the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States”: United States of America. “U.S.” has a correlative meaning.

“Unrestricted Subsidiary”: as of the Closing Date, the entities listed on Schedule 1.1(a); and subsequent to the Closing Date, any Subsidiary of the Borrower designated by it as an Unrestricted Subsidiary pursuant to Section 5.15.

“U.S. Tax Compliance Certificate”: as defined in Section 2.17(f)(ii)(B)(3).

“Voluntary Prepayments”: (a) any voluntary prepayment of Loans pursuant to Section 2.11(a) and (b) any voluntary prepayment of ABL Loans in accordance with the ABL Facility to the extent that the commitments in respect of such loans are substantially concurrently reduced voluntarily in an equal amount, in each case, to the extent not financed using the proceeds of the incurrence of any long-term Debt (other than revolving Debt).

“Weighted Average Life to Maturity”: when applied to any Debt at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Debt.

1.2 Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent

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audited financial statements of Holdings delivered to Administrative Agent before the Closing Date; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Administrative Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrower or any Subsidiary at “fair value,” as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease or Capitalized Lease Obligation, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Closing Date hereof shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

1.3 Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Deposit Account,” “Document,” “Equipment,” “Goods” and “Instrument.”

1.4 Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Wherever the context may require, any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions consolidating, amending, replacing, supplementing, or interpreting such law or statute, except as specifically provided otherwise; (b) unless specifically provided otherwise, any document, instrument or agreement (including any Loan Documents) includes any amendments, restatements, amendments and restatements, supplements, waivers and other modifications, extensions or renewals (to the extent not prohibited by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person

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include successors and permitted assigns; (f) unless specified otherwise, all references herein to times of day shall be references to New York time (daylight or standard, as applicable); or (g) discretion of the Administrative Agent or any Lender means the sole and absolute discretion of such Person acting reasonably and in good faith. All fundings of Loans and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of fair market value, Available Basket Amount and covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of the Borrower’s knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer. In the event that payment or performance of any covenant, duty or obligation is stated to be due or performance is required on (or before) a day that is not a Business Day, then the time for such performance or payment shall be extended to the next Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.

When applying baskets, thresholds and other exceptions to the representations, covenants and Events of Default, the Dollar Equivalent to any relevant amount shall be calculated (i) in the case of any Investment, lease, Lien, loan, Debt or other relevant transaction in place on the Closing Date, as at the Closing Date, and (ii) in the case of any Permitted Asset Disposition, Permitted Acquisition, Permitted Investment, lease, Permitted Lien, loan, Debt or taking other relevant action, as at the date the relevant Obligor incurs or makes the relevant Asset Disposition, Acquisition, Investment, lease, Lien, loan, Debt or takes the other relevant action. No Event of Default or breach of any representation or covenant shall arise solely as a result of a subsequent change in the Dollar equivalent of any relevant amount due to fluctuations in exchange rates.

1.5 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up for five).

1.6 Certain Calculations and Tests.

(a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Total Net Leverage Ratio, or the Total Net Secured Leverage Ratio) and/or the amount of EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower (a “LCT Election”), (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as

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applicable, the “LCT Test Date”), in each case, after giving effect to the relevant acquisition, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis. If the Borrower has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Total Net Leverage Ratio, or the Total Net Secured Leverage Ratio) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof).

(b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio test and/or any Total Net Secured Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Total Net Leverage Ratio test and/or any Total Net Secured Leverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

1.7 Changes in Calculations. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or the amount of Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

SECTION 2.

CREDIT FACILITIES

2.1 Term Commitments. Subject to the terms and conditions hereof, the Initial Term Lender agrees to make a Term Loan to the Borrower in Dollars on the Closing Date in an amount equal to the Term Commitment on the Closing Date. Amounts borrowed under this Section 2.1 and repaid or prepaid may not be reborrowed.

2.2 Procedure for Borrowing.

(a) On the Closing Date, the Term Loans shall be made as part of a Borrowing consisting of Term Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

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(b) Subject to Section 2.14, the Borrowing on the Closing Date shall be comprised entirely of Base Rate Loans or LIBOR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Base Rate Loan or LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of additional costs resulting from such exercise and existing at the time of such exercise.

(c) Borrowings of more than one Type may be outstanding at the same time; provided that, without the consent of the Administrative Agent, there shall not at any time be more than a total of fifteen (15) Borrowings of LIBOR Loans outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

2.3 Requests for Borrowings. To request the Borrowing of Term Loans on the Closing Date, the Borrower shall notify the Administrative Agent of such request pursuant to a Borrowing Request (a) in the case of a LIBOR Loan, not later than 1:00 p.m., three (3) Business Days before the proposed Closing Date or (b) in the case of a Base Rate Loan, not later than 1:00 p.m., one (1) Business Day before the proposed Closing Date. Such Borrowing Request shall be delivered by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent. The Borrowing Request shall specify the following information in compliance with Section 2.2:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be of Base Rate Loans or LIBOR Loans;

(iv) in the case of Borrowings of LIBOR Loans, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”; and

(v) location and number of the Borrower’s account to which funds are to be disbursed.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Borrowing of Base Rate Loans. If no Interest Period is specified with respect to a requested LIBOR Loan, then the Borrower shall be deemed to have selected a LIBOR Loan with an Interest Period of one (1) month’s duration. Promptly following receipt of the Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Term Loan to be made as part of the requested Borrowing.

2.4 [Reserved].

2.5 [Reserved].

2.6 Funding of Borrowings.

(a) The Initial Term Lender shall make the Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 p.m., to the account of the

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Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make the proceeds of such Term Loans pursuant to the Term Commitment available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from the Initial Term Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender’s share of the Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) above and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent; provided that any such payment by the Borrower to the Administrative Agent is without prejudice to any claim the Borrower may have against such applicable Lender, forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Base Rate Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Term Loan included in such Borrowing.

2.7 Interest Elections.

(a) The Borrowing on the Closing Date initially shall be of the Type specified in the Borrowing Request and, in the case of a LIBOR Loan, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a LIBOR Loan, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. No LIBOR Loans may be converted to a different Type prior to the last day of the Interest Period applicable thereto.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent in writing of such election by the time that a Borrowing Request would be required under Section 2.3 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.2:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be a Base Rate Loan or a LIBOR Loan; and

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(iv) if the resulting Borrowing is a LIBOR Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Loan prior to the time specified in clause (b) above, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Base Rate Loan. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a LIBOR Loan and (ii) unless repaid, each LIBOR Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto.

2.8 Termination of Commitments. The Term Commitment will terminate at the earlier to occur of (x) 5:00 p.m., Local Time, on the Closing Date and (y) the making of Term Loans hereunder.

2.9 Repayment of Term Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Loans of such Lender as provided in Section 2.10.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from the 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 (or its agent or sub-agent appointed by it) shall maintain the Register, as set forth in Section 9.1(b)(iv), in which it shall record (i) the amount of each Loan made hereunder and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) any amount 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 absent manifest error; 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 Borrower to repay the Term Loans in accordance with the terms of this Agreement and; provided further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(e) Any Lender may request that the Term Loans made by it be evidenced by a promissory note (a “Note”) in the form of Exhibit D. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and the Borrower.

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2.10 Repayment of Term Loans.

(a) Subject to the other paragraphs of this Section, commencing September 30, 2015, the Borrower shall (subject to the application of clause (b) below and Section 2.23) repay Borrowings on the last day of March, June, September and December in each year prior to the Maturity Date (each such date being referred to as a “Term Loan Installment Date”), in each case in an amount equal to 0.25% of the original principal amount of the Term Loans made on the Closing Date and the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date (subject to Section 2.23) and shall be in an amount equal to the aggregate principal amount outstanding on such date.

(b) Prepayment of the Borrowings from:

(i) Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be applied first to Base Rate Loans and then to LIBOR Loans, with the application thereof to remaining installments as directed by the Borrower (or if the Borrower fails to specify, in direct order of maturity); and

(ii) any optional prepayments of the Loans pursuant to Section 2.11(a) shall be applied to the remaining installments thereof, in each case, as directed by the Borrower (or if the Borrower fails to specify, shall be applied first to Base Rate Loans and then to LIBOR Loans, in each case, in direct order of maturity).

(c) Prior to any optional repayment of any Borrowing hereunder, the Borrower shall notify the Administrative Agent by telephone (confirmed by fax or other electronic transmission (including “.pdf” or “.tif”)) of the Borrowings to be repaid not later than 12:00 p.m., (i) in the case of a Base Rate Loan, one (1) Business Day before the scheduled date of such repayment and (ii) in the case of a LIBOR Loan, three (3) Business Days before the scheduled date of such repayment. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Borrowings shall be accompanied by accrued interest on the amount repaid. In the event the Borrower fails to specify the Borrowings to which any such voluntary prepayment shall be applied, such prepayment shall be applied as follows first to prepay the Base Rate Loans and then to the LIBOR Loans, in each case, in direct order of maturity.

2.11 Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class of Loans in whole or in part, in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(c). Prepayments shall be accompanied by Prepayment Fees required by Section 2.11(i), if any, and accrued interest.

(b) Subject to Section 2.11(f), the Borrower shall apply, without duplication, all Net Proceeds within three (3) Business Days of receipt thereof to prepay Loans in accordance with Section 2.10(b); provided that to the extent any other Debt (other than Loans) is secured on a pari passu basis with the Loans is outstanding at the time of any such prepayment, the amount of such Net Proceeds required to repay Loans shall be the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of the Loans and the denominator of which is the aggregate principal amount of the Loans and such other pari passu secured Debt requiring such a

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repayment; provided, that to the extent the holders of any such other pari passu secured Debt decline their respective share of any such prepayment, such share may be retained by the Borrower and treated as a “Declined Prepayment Amount” for all purposes hereunder.

(c) Subject to Section 2.11(f), not later than 100 days after the end of each Excess Cash Flow Period (the date of such prepayment, the “Excess Cash Flow Prepayment Date”), the Borrower shall prepay Loans in an aggregate amount equal to (i) an amount equal to the Required Percentage of Excess Cash Flow for such Excess Cash Flow Period, and, at the option of the Borrower, minus (ii) without duplication of amounts previously deducted in respect of prior Excess Cash Flow Periods, the aggregate amount of Voluntary Prepayments made at any time from the first day of the applicable Excess Cash Flow Period until the Excess Cash Flow Prepayment Date; provided that no prepayment under this Section 2.11(c) shall be required to the extent that the amount thereof would not exceed $2,500,000. Prepayments pursuant to the immediately preceding sentence shall be applied in accordance with Section 2.10(b).

(d) [Reserved]

(e) Concurrently with any prepayment pursuant to Section 2.11(b), the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Proceeds required to repay Loans. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to Administrative Agent a certificate of a Responsible Officer demonstrating the derivation of such excess.

(f) Notwithstanding any other provisions of Section 2.11(b), (A) to the extent that any of or all the Net Proceeds received by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.11(b) (a “Foreign Prepayment Event”) are prohibited or delayed by applicable local law, from being repatriated to the Borrower, the portion of such Net Proceeds so affected will not be required to be applied to repay Loans at the times provided in Section 2.11(b); it being understood that if the repatriation of the relevant affected Net Proceeds is permitted under the applicable local law, within 365 days following the applicable Foreign Prepayment Event, such repatriation will be promptly effected and such repatriated Net Proceeds will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to Section 2.11(b) and (B) to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Prepayment Event would have a material adverse Tax consequence (taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation) the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary; provided that to the extent that the repatriation of such Net Proceeds from the applicable Foreign Subsidiary would no longer have a material adverse Tax consequence within the 365-day period following the Foreign Prepayment Event, the applicable Foreign Subsidiary will promptly repatriate the applicable Net Proceeds and such repatriated Net Proceeds will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to Section 2.11(b).

(g) Notwithstanding any other provisions of Section 2.11(c), (A) to the extent that any of or all the Excess Cash Flow attributable to a Foreign Subsidiary is prohibited or delayed by applicable local law, from being repatriated to the Borrower, the portion of such Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in Section 2.11(c); it being understood that if the repatriation of such Excess Cash Flow is permitted under the applicable local law within 365 days following the end of the applicable Excess Cash Flow Period, such repatriation will be promptly effected

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and such repatriated Excess Cash Flow will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to Section 2.11(c), and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Excess Cash Flow attributable to a Foreign Subsidiary would have a material adverse Tax consequence (taking into account any foreign Tax credit or benefit actually realized in connection with such repatriation), the Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that to the extent that the repatriation of such Excess Cash Flow from the applicable Foreign Subsidiary would no longer have a material adverse Tax consequence within the 365-day period following the end of the applicable Excess Cash Flow Period, the applicable Foreign Subsidiary will promptly repatriate the applicable Excess Cass Flow and such repatriated Excess Cash Flow will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to Section 2.11(c).

(h) Each prepayment of Loans required pursuant to this Section 2.11 shall be applied pro rata among the Term Loans and any other Classes of Loans requiring such prepayment and with respect to scheduled installments of principal of any such Class of Loans to such installments as directed by the Borrower, or in the absence of such direction, in the direct order of maturity. Notwithstanding anything to the contrary contained in this Section 2.11, if any Lender shall notify the Administrative Agent on the date of any prepayment that it wishes to decline its share of any prepayment made pursuant to Section 2.11(b) or Section 2.11(c), such share (the “Declined Prepayment Amount”) may be retained by the Borrower; provided that in no event shall any Lender decline any prepayment in connection with Net Proceeds from Debt.

(i) If the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that the Borrower shall be subject to the requirements of this Section 2.11(i) only until the date that is one year following the Closing Date. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

2.12 Fees.

(a) The Borrower agrees to pay to the Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, at the times and in the amount specified therein (the “Fees”).

(b) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Once paid, none of the Fees shall be refundable under any circumstances.

2.13 Interest.

(a) The Base Rate Loans shall bear interest at the Base Rate plus the Applicable Margin.

(b) The LIBOR Loans included in each Borrowing shall bear interest at the LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

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(c) Notwithstanding the foregoing, during the occurrence and continuation of an Event of Default under Section 7.1(a), if any principal of or interest on any Loan or any fees payable by the Borrower hereunder are not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of, or interest on, any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any fees, 2% plus the rate applicable to Base Rate Loans as provided in paragraph (a) of this Section (in each case, the “Default Rate”).

(d) Accrued interest shall be payable in arrears on each Interest Payment Date and on the Maturity Date; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such LIBOR Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of three hundred sixty (360) days and the actual number of days elapsed, except that interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Each determination of an interest rate by the Administrative Agent pursuant to this Agreement shall be conclusive and binding on the Borrower and the Lenders absent manifest error.

2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a LIBOR Loan:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Loan shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto a Base Rate Loan, and (ii) if the Borrowing Request requests a LIBOR Loan, such Borrowing shall be made as a Base Rate Loan.

2.15 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate); or

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(ii) subject any Lender to any Taxes (other than (A) Indemnified Taxes or Other Taxes indemnified under Section 2.17 and (B) Excluded Taxes); or

(iii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then within thirty (30) days of receipt of a certificate of the type specified in paragraph (d) below the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time within thirty (30) days of receipt of a certificate of the type specified in paragraph (d) below the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

(d) A certificate of a Lender setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in clauses (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

(e) Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender shall notify the Borrower thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

2.16 Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any LIBOR Loan other than on the last day of the Interest Period

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applicable thereto, (c) the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (excluding loss of margin). Such loss, cost and expense to any Lender shall be deemed to be the amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan but exclusive of the Applicable Margin relating thereto, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for U.S. Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

2.17 Taxes.

(a) Any and all payments by or on account of any Obligor shall be free and clear of and without reduction for any Taxes except as required by Applicable Law. If Applicable Law requires any applicable withholding agent to withhold or deduct any Tax from any such payment, then the applicable withholding agent shall make such withholdings or deductions and timely pay any such Taxes to the relevant Governmental Authority in accordance with Applicable Law. If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after all required withholdings and deductions for Indemnified Taxes and Other Taxes (including withholdings and deductions applicable to additional sums payable under this Section 2.17) have been made, the Lender (or, in the case of a payment received by the Administrative Agent for its own account, the Administrative Agent) receives on the due date an amount equal to the sum it would have received if no such withholding or deduction had been made.

(b) Without limiting the provisions of Section 2.17(a), the Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with Applicable Law.

(c) Without limiting the provisions of, and without duplication for amounts paid under, Section 2.17(a) and Section 2.17(b), the Borrower shall indemnify, hold harmless and reimburse (within 30 days after written demand therefor) the Agents and the Lenders for any Indemnified Taxes (including those attributable to amounts payable under this Section 2.17) withheld or deducted by any Obligor or Agent, or paid by any Agent or Lender, with respect to any payment on account of any Obligations or Loan Documents, and Other Taxes, whether or not such Taxes were properly asserted by the relevant Governmental Authority (other than penalties attributable to the gross negligence, willful misconduct or bad faith of such Agent or Lender) and reasonable expenses relating thereto. A certificate as to the amount of any such payment or liability delivered to the Borrower by any Agent, or by a Lender (with a copy to the Administrative Agent), shall be conclusive, absent manifest error. If the Borrower reasonably believes that any Agent or any Lender is entitled to receive a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to such Agent or Lender by any Obligor pursuant to or in respect of this Section 2.17, the Borrower (on behalf of itself and on behalf of the other Obligors) may notify (in writing) the Administrative Agent or the applicable Agent or Lender of the availability of such refund. Upon receipt of such a notice, the applicable Agent or Lender shall promptly apply for such refund unless, in the good faith judgment of such Agent or Lender,

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applying for such refund would cause such Agent or Lender to suffer any material economic, legal or regulatory disadvantage. The Borrower shall reimburse such Agent or Lender for all reasonable out-of-pocket expenses of such Agent or Lender incurred in pursuing such refund. If any Agent or Lender receives any such refund, it shall be governed by Section 2.17(e). Notwithstanding anything to the contrary contained in this Section 2.17, the Obligors shall not be required to indemnify the Administrative Agent or any Lender pursuant to this Section 2.17 for any Indemnified Taxes or Other Taxes (and any related expenses) to the extent the Administrative Agent or the relevant Lender, as the case may be, fails to notify the relevant Obligor of such possible indemnification claim within 180 days after the Administrative Agent or such Lender, as the case may be, receives written notice from the applicable Governmental Authority of the specific tax assessment giving rise to such indemnification claim.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Obligor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of payment reasonably satisfactory to the Administrative Agent.

(e) If any Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by any Obligor or with respect to which any Obligor has paid additional amounts pursuant to this Section 2.17, it shall pay to such Obligor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Obligor under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such Agent or Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that (i) such Obligor, upon the request of such Agent or Lender agrees to repay the amount paid over to such Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or Lender in the event such Agent or Lender is required to repay such refund to such Governmental Authority and (ii) nothing herein contained shall obligate any Lender or Agent to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. Notwithstanding anything to the contrary, in no event will any Agent or any Lender be required to pay any amount to any Obligor the payment of which would place such Agent or such Lender, as applicable, in a less favorable net after tax position than such Agent or such Lender, as applicable, would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

(f) (i) Each Lender shall, at such times as are reasonably requested by the Administrative Agent or the Borrower, provide the Administrative Agent and the Borrower with any documentation prescribed by Applicable Law or reasonably requested by the Administrative Agent or the Borrower certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in Section 2.17(f)(ii) or (iii)) obsolete, expired or inaccurate in any material respect, deliver promptly to the Administrative Agent and the Borrower updated or other appropriate documentation (including any new documentation reasonably requested by the Administrative Agent or the Borrower) or promptly notify the Administrative Agent and the Borrower in writing of its inability to do so.

(ii) Without limiting the provisions of Section 2.17(f)(i), above,

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(A) Each Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to the Administrative Agent and the Borrower on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding or information reporting requirements.

(B) Each Foreign Lender shall deliver to the Administrative Agent and the Borrower, on or before the date on which it becomes a party to this Agreement (and from time to time upon request by the Administrative Agent or the Borrower), whichever of the following is applicable:

(1) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable, (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party;

(2) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms);

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit E-1, E-2, E-3 or E-4, as applicable (any such certificate, a “U.S. Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor forms);

(4) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI, W-8BEN, W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 2.17 if such beneficial owner were a Lender, as applicable (provided that, if the Foreign Lender is a partnership for U.S. federal income tax purposes (and not a participating lender) and one or more beneficial owners are claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such beneficial owner); or

(5) two properly completed and duly signed original copies of any other form prescribed by Applicable Law as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding Tax on any payments to such Lender under any Loan Document.

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(iv) Notwithstanding any other provision of this Section 2.17(f), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

(v) Each Lender hereby authorizes the Administrative Agent with to deliver to the Obligors and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 2.17(f).

2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.15, 2.16, or 2.17, or otherwise) prior to 2:00 p.m., on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower by the Administrative Agent. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. All payments hereunder shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(b) If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, interest and fees then due from the Borrower hereunder, such funds (except as otherwise provided in the Collateral Agreement with respect to the application of amounts realized from the Collateral) shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If (other than (x) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans to any assignee or participant, including any assignee or participation that is an Obligor, the Sponsor or any of their respective Affiliates or (y) as otherwise expressly provided elsewhere herein, including, without limitation, as provided in or contemplated by Section 2.22, Section 2.23, Sections 9.1(f), (i) and (j) or Section 11.1(d)) any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph (c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

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(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.6(b) or Section 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

2.19 Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a Defaulting Lender or becomes an Affected Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) repay all Obligations of the Borrower owing to such Lender relating to the Term Loans held by such Lender as of such termination date or (ii) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.1), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, 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 Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, (iv) the Borrower shall be liable to such Lender under Section 2.16 if any LIBOR Loan owing to such Lender is repaid or purchased other than on the last day of the Interest Period relating thereto, (v) such assignment

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shall otherwise comply with Section 9.1; provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein and (vi) until such time as such obligations are repaid or such assignment is consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.15 or Section 2.17, as the case may be. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower, the Administrative Agent or any Lender may have against any replaced Lender. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.19(b).

(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 11.1 requires the consent of all of the Lenders or all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by (i) repaying all obligations of the Borrower owing to such Lender relating to the Term Loans and participations held by such Lender as of such termination date or (ii) requiring such Non-Consenting Lender to assign (in accordance with and subject to the restrictions contained in Section 9.1) all or the affected portion of its Term Loans hereunder to one (1) or more assignees; provided that (a) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon, (c) the Borrower shall be liable to such Lender under Section 2.16 if any LIBOR Loan owing to such Lender is repaid or purchased other than on the last day of the Interest Period relating thereto, (d) with respect to any such assignment occurring on or prior to the one year anniversary of the Closing Date in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall be liable to such Lender (and not the Lender that replaces such Lender) under Section 2.11(h) for the payment of a prepayment premium in accordance with the terms thereof, (e) such assignment shall otherwise comply with Section 9.1; provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein, and (f) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.19(c).

2.20 Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any LIBOR Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent (at which time such Lender shall be deemed an “Affected Lender”), any obligations of such Affected Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Affected Lender (with a copy to the Administrative Agent), either convert all LIBOR Loans of such Affected Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Affected Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Affected Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

2.21 [Reserved].

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2.22 Incremental Extensions of Credit.

(a) The Borrower and any one or more Lenders (including New Lenders) may (but shall have no obligation) from time to time agree that such Lenders shall provide to the Borrower Incremental Term Loans pursuant to an Increased Facility Activation Notice specifying (i) the amount of such increase or the additional loans or facilities, (ii) the applicable Increased Facility Closing Date, (iii) the applicable Incremental Term Maturity Date, (iv) the amortization schedule for such Incremental Term Loans and (v) the Applicable Margin and any minimum Base Rate and/or LIBOR Rate for such Incremental Term Loans for such Incremental Term Loans; provided that:

(i) immediately prior to and after giving effect to any Increased Facility Activation Notice (and the making of any Incremental Term Loans pursuant thereto), except as otherwise agreed by the Lenders providing such Incremental Term Loans, no Event of Default has occurred and is continuing or shall result therefrom,

(ii) the aggregate principal amount of all Incremental Term Loans pursuant to this Section 2.22 shall not exceed the Maximum Incremental Facilities Amount;

(iii) the Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans,

(iv) the Incremental Term Facility shall have an Incremental Term Maturity Date no earlier than the Maturity Date,

(v) the provisions with respect to payment of interest, original issue discount and upfront fees shall be as set forth in the applicable Increased Facility Activation Notice; provided that if the Effective Yield in respect of any Incremental Term Loans (other than Refinancing Term Loans) that are pari passu in right of payment and are secured equally and ratably with the initial Term Loans provided to the Borrower exceeds the Effective Yield for the existing Term Loans by more than 0.50%, the Applicable Margin for the existing Term Loans shall be increased so that the Effective Yield in respect of such existing Term Loans is equal to the Effective Yield for the Incremental Term Loans less 0.50%; provided that if the applicable Incremental Term Facility includes an interest rate floor greater than that applicable to the Term Loans, such excess amount shall be equated to yield for purposes of determining whether an increase to the Applicable Margin for the existing Term Loans shall be required; provided, further, that if such increase is required as above, the interest rate floor (but not the Applicable Margin) applicable to the existing Term Loans shall be increased by the lesser of (x) such excess amount and (y) the required amount of the increase,

(vi) all Incremental Term Loans shall rank pari passu or junior in right of payment and right of security in respect of the Collateral with the Term Loans or may be unsecured; provided that any Incremental Term Loans that are junior lien or unsecured shall be documented pursuant to a separate credit agreement, and

(vii) all terms (except for covenants or other provisions applicable only to periods after the Final Maturity Date) of any Incremental Term Facility not set forth herein, if not consistent with the applicable existing Term Facility, shall be reasonably satisfactory to the Administrative Agent (or, in the case of Refinancing Term Loans, if not consistent with then current market terms, as reasonably determined by the Borrower); provided that each Incremental Term Facility shall share ratably in any mandatory prepayments of the Term Facility unless the Borrower and the lenders in respect of such Incremental Term Facility elect lesser payments.

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Notwithstanding the foregoing, without the consent of the Administrative Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.

(b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and (to the extent such consent would be required under Section 9.1 with respect to an assignment of Term Loans to such person) the consent of the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.22(a) shall execute the Incremental Activation Notice, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and the other Loan Documents; provided that (i) the Sponsor and any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide Incremental Term Loans, it being understood that in connection with such Incremental Term Loans, the Sponsor and any such Non- Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.1 and (ii) any Debt Fund Affiliate shall be permitted to provide any Incremental Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.1.

(c) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. Without limiting the foregoing, in connection with any Incremental Term Facility the respective Obligors shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage as necessary to reflect the increase in Debt under this Agreement.

(d) Prior to the effectiveness of any Increased Facility Activation Notice and the Incremental Term Loans thereunder, the Administrative Agent shall have received legal opinions, board resolutions and other closing documents and certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 3.1. The proceeds of the Incremental Term Loans may be used for any purpose not otherwise prohibited hereunder.

2.23 Extension Offers.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Loans of any Class, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans of such Class) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Loans of such Class and otherwise modify the terms of such Loans pursuant to the terms of the relevant Extension Offer of such Class (including by increasing the interest rate or fees payable in respect of such Loans and/or modifying the amortization schedule in respect of such Lender’s Loans) (each, an “Extension”; any Extended Term Loans shall constitute a separate Class of Loans from the Class of Loans from which they were converted), so long as the following terms are satisfied:

(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders,

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(ii) except as to interest rates, fees, amortization, final maturity date, premium, required prepayment dates and participation in prepayments (which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be determined by the Borrower and set forth in the relevant Extension Offer), the Loans of any Lender that agrees to an extension with respect to such Loans extended pursuant to any Extension (any such extended Term Loans, “Extended Term Loans”) shall have the same terms as the Class of Loans subject to such Extension Offer until the Final Maturity Date,

(iii) the final maturity date of any Extended Term Loans shall be no earlier than the maturity date of the Class of Loans subject to such Extension Offer,

(iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Loans extended thereby,

(v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of the Loans, in each case as specified in the respective Extension Offer,

(vi) if the aggregate principal amount of Loans (calculated on the face amount thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Loans offered to be extended by the Borrower pursuant to such Extension Offer, then the Loans of such Lenders of the applicable Class shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer,

(vii) all documentation in respect of such Extension shall be consistent with the foregoing and

(viii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.

(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.23, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 2.8, 2.9, 2.11 and 2.18, (ii) the amortization schedule set forth in Section 2.10 shall be adjusted to give effect to the Extension of the relevant Loans and (iii) no Extension Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any or all applicable Classes be tendered. The Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) and, subject to compliance with this Section 2.23 hereby waive the requirements of any provision of this Agreement (including Sections 2.8, 2.9, 2.11, and 2.18) that may otherwise prohibit any such Extension or any other transaction contemplated by this Section.

(c) No consent of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to its Loans (or a portion thereof). All Extended Term Loans and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into

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amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes in respect of Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes, in each case on terms consistent with this Section 2.23. Without limiting the foregoing, in connection with any Extensions the respective Obligors shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest maturity date (or such later date as may be advised by local counsel to the Administrative Agent) or otherwise amend such Mortgage to the extent the Administrative Agent determines such amendment is necessary (based on the advice of local counsel) to ensure such Extended Term Loans benefit from such Mortgage.

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.23.

SECTION 3.

CONDITIONS PRECEDENT

3.1 Conditions Precedent to Closing. The Lenders shall not be required to fund any requested Term Loan, or otherwise extend credit to the Borrower hereunder on the Closing Date, until the following conditions have been satisfied (or waived):

(a) The Loan Documents required on the Closing Date and the Perfection Certificate shall have been duly executed and delivered to the Administrative Agent by each of the Obligor signatories thereto.

(b) The Administrative Agent shall have received UCC, tax, judgment and intellectual property lien searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Obligor as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches as the Administrative Agent may reasonably require, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens) and all actions necessary to establish that the Administrative Agent, for the benefit of the Secured Parties, will have a perfected security interest in and Lien on the Collateral with the priority required by the Loan Documents and (subject to Permitted Liens and to the terms of the Intercreditor Agreement) shall have been taken to the extent required by the terms of this Agreement and the Security Documents (other than the Mortgages); (provided, that the only actions that shall be required on the Closing Date to establish that the Administrative Agent will have a perfected Lien on the Collateral shall be the delivery of certificated securities, if any, evidencing the Equity Interests of the Obligors (other than Holdings) and their direct, wholly-owned subsidiaries and the perfection of the Administrative Agent’s security interest in any other Collateral of the Obligors pursuant to which a lien may be perfected by the filing of UCC financing statements.

(c) The Administrative Agent shall have received certificates, reasonably satisfactory to it (A) from the Chief Financial Officer of Holdings and the Borrower certifying

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that, after giving effect to the Transactions, Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, are Solvent; and (B) from a Senior Officer of the Borrower certifying that (i) the representations and warranties in Section 4 and in the Security Documents are true and correct in all material respects (except in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent any representation and warranty is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be a Material Adverse Effect for purposes of the making (or deemed making) of such representations and warranties on, or as of, the Closing Date (or any date prior thereto) and (ii) after giving effect to the Transactions, the Borrower and its Subsidiaries shall have no outstanding third party indebtedness for borrowed money or “disqualified” preferred stock other than the Loans and other extensions of credit under this Agreement, the ABL Facility, the Senior Unsecured Debt and Debt permitted by Section 6.1.

(d) The Administrative Agent shall have received evidence reasonably satisfactory to it of the repayment, redemption, defeasance, discharge, refinancing or termination in full of all Existing Term Loans and all accrued interest and other amounts then due and owing under the Existing Term Loan Agreement and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the lenders thereunder.

(e) The Administrative Agent shall have received evidence reasonably satisfactory to it of the delivery of irrevocable notice for the repayment or redemption of the Existing Secured Notes Debt to the extent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the obligations under the Existing Secured Notes Indenture or Existing Secured Notes Debt (including the delivery of an Officer’s Certificate pursuant to Section 3.01 of the Existing Secured Notes Indenture and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the noteholders thereunder.

(f) The Administrative Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that an attached copy of such Obligor’s Organic Documents is true and complete and continue in full force and effect; (ii) that an attached copy of resolutions or written consent authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are or written consent is in full force and effect as of the Closing Date and were duly adopted; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents.

(g) The Administrative Agent shall have received a written opinion of Weil, Gotshal & Manges LLP, in form reasonably satisfactory to the Administrative Agent.

(h) The Administrative Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.

(i) The Administrative Agent shall have received certificates of insurance of the Obligors evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents.

(j) PATRIOT Act. To the extent requested at least ten (10) calendar days prior to the Closing Date, the Borrower and each of the Guarantors shall have provided the

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documentation and other information to the Administrative Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the PATRIOT Act, at least three (3) business days prior to the Closing Date.

(k) To the extent invoiced at least three (3) Business Days prior to the Closing Date, the Borrower shall have paid all expenses required to be paid or reimbursed to the Administrative Agent and the Lenders on the Closing Date. Furthermore, the Borrower shall have paid all fees payable on the Closing Date under the Engagement Letter.

(l) The Borrower shall have delivered to the Administrative Agent a customary Borrowing Request in accordance with Section 2.

SECTION 4.

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make available the Term Loans, to the extent required pursuant to Section 3.1, each of Holdings (where applicable) and the other Obligors represent and warrant (it being understood that such representations and warranties shall be construed as though the Transactions have been consummated) that on the Closing Date:

4.1 Organization and Qualification. Each Obligor and each Restricted Subsidiary is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, except where the failure to exist (other than in the case of the Borrower) or to be in good standing could not reasonably be expected to have a Material Adverse Effect. Each Obligor and each Restricted Subsidiary is duly qualified, authorized to do business and in good standing as a foreign entity in each jurisdiction where such qualification is required except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

4.2 Power and Authority. Each Obligor is duly authorized to execute, deliver and perform the Loan Documents to which it is a party. The execution, delivery and performance of the Loan Documents to which each Obligor is a party have been duly authorized by all necessary corporate or organizational action, and do not (a) contravene the applicable Organic Documents of any Obligor; (b) violate or cause a default under any Applicable Law; or (c) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor, except with respect to contravention, violation or imposition of any Lien referred to in clauses (b) and (c) above, could not reasonably be expected to result in a Material Adverse Effect.

4.3 Enforceability. Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

4.4 Capital Structure. Schedule 4.4 shows, as of the Closing Date, for Holdings, each other Obligor and each Subsidiary of any other Obligor, its name, its jurisdiction of organization, its issued Equity Interests and the holders of its Equity Interests. Holdings has good title to its Equity Interests in the Borrower, and each other Obligor has good title to its Equity Interests in its Subsidiaries, in each case subject only to the Permitted Liens, and all such Equity Interests are validly issued, fully paid and non-assessable. As of the Closing Date there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Obligor or any pledged Equity Interests except as set forth on Schedule 4.4.

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4.5 Title to Properties; Security Interests. As of the Closing Date, each Obligor (other than Holdings) has good and indefeasible title to (or valid leasehold interests in) all of its Real Estate and Mortgaged Property, and good title to all of its personal Property, in each case necessary for the conduct of business, free of Liens except Permitted Liens or any defects in title which do not constitute Liens or that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. All security interests granted to secure the Secured Obligations in the Collateral are perfected security interests in and Liens on the Collateral subject only to Permitted Liens and the terms and provisions of the Intercreditor Agreement.

4.6 Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of Holdings and its Subsidiaries that have been delivered to the Administrative Agent and the Lenders, were prepared in accordance with GAAP (subject to year-end adjustments and the omission of notes thereto in the case of interim statements), and fairly present in all material respects the financial positions and results of operations of Holdings and Subsidiaries at the dates and for the periods indicated.

4.7 No Material Adverse Effect. Since December 31, 2014, no Material Adverse Effect has occurred.

4.8 Solvency. On the Closing Date, after giving effect to the Transactions, Holdings, the Borrower and their Restricted Subsidiaries, taken as a whole, are Solvent.

4.9 Taxes. The Borrower and each Restricted Subsidiary has timely filed or caused to be filed all material Tax returns that it is required by Applicable Law to file, and has paid, caused to be paid or made provision for the payment of, all Taxes levied or imposed upon it, its income and its Properties that are due and payable (including in its capacity as a withholding agent), except in each case to the extent such Taxes are being Properly Contested or where the failure to file or pay could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. Neither the Obligors nor any Restricted Subsidiary is aware of any proposed or pending Tax assessments, deficiencies or audits that, individually or in the aggregate could be reasonably expected to have a Material Adverse Effect.

4.10 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect, to the Borrower’s knowledge, the Borrower and each Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business as presently conducted and as proposed to be conducted, without conflict with any rights of others. To the Borrower’s knowledge, as of the Closing Date there is no pending or, to the Borrower’s knowledge, threatened in writing, Intellectual Property Claim with respect to the Borrower, any Subsidiary or any of their Intellectual Property which could reasonably be expected to result in a Material Adverse Effect. Schedule 4.10 sets forth all registered United States Intellectual Property and all applications for registration thereof owned by any Obligor as of the Closing Date.

4.11 Governmental Approvals. As of the Closing Date, the Borrower and each Restricted Subsidiary is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except where noncompliance could not reasonably be expected to result in a Material Adverse Effect.

4.12 Compliance with Laws. The Borrower and each Restricted Subsidiary has duly complied, and its Properties and business operations are in compliance, with all Applicable Law, except

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where noncompliance could not reasonably be expected to result in a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to the Borrower and Restricted Subsidiaries under any Applicable Law, except as could not reasonably be expected to result in a Material Adverse Effect.

4.13 Compliance with Environmental Laws.

(a) Except as individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect:

(i) The Borrower and each Restricted Subsidiary and their businesses, operations and property are in compliance with applicable Environmental Law;

(ii) The Borrower and each Restricted Subsidiary has obtained all Environmental Permits required for the conduct of their businesses and operations as presently conducted, and the ownership, operation and use of their properties, under Environmental Law, and all such Environmental Permits are valid and in good standing;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any property presently or, to the knowledge of the Borrower and the Restricted Subsidiaries, formerly owned, leased or operated by the Borrower and the Restricted Subsidiaries that could reasonably be expected to result in liability to the Borrower and the Restricted Subsidiaries under any applicable Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of the Borrower, threatened against the Borrower and the Restricted Subsidiaries, or relating to the property currently or, to the knowledge of the Borrower, formerly owned, leased or operated by the Borrower and the Restricted Subsidiaries or their predecessors in interest or relating to the operations of the Borrower and the Restricted Subsidiaries and, to the knowledge of the Borrower, there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim;

(v) To the knowledge of the Borrower, no Person with an indemnity or contribution obligation to the Borrower and the Restricted Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to such obligation;

(vi) Neither the Borrower nor the Restricted Subsidiaries are obligated to perform any action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and neither the Borrower nor the Restricted Subsidiaries are conducting or financing any Response pursuant to any Environmental Law with respect to any property at any location;

(vii) No property owned, operated or leased by the Borrower or the Restricted Subsidiaries and, to the knowledge of the Borrower and the Restricted Subsidiaries, no property formerly owned, operated or leased by the Borrower or the Restricted Subsidiaries is (i) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority including any such list relating to petroleum;

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(viii) No Environmental Lien has been recorded relating to the property currently or, to the knowledge of the Borrower, formerly owned, leased or operated by the Borrower and the Restricted Subsidiaries; and

(ix) To the knowledge of the Borrower or the Restricted Subsidiaries, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any applicable Environmental Law.

(b) The representations and warranties contained in this Section 4.13 are the sole and exclusive representations and warranties of the Obligors with respect to environmental matters, including regarding Environmental Laws and Hazardous Materials.

4.14 Litigation. As of the Closing Date, there are no proceedings or investigations pending or, to the Borrower’s knowledge, threatened in writing, against the Borrower or any Restricted Subsidiary, or any of their businesses or Properties that relate to any Loan Documents or transactions contemplated thereby that could reasonably be expected to result in a Material Adverse Effect if determined adversely to the Borrower or any Restricted Subsidiary. As of the Closing Date, neither the Borrower nor any Restricted Subsidiary is in default in any material respect with respect to any order, injunction or judgment of any Governmental Authority.

4.15 ERISA. Except as individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(a) Each Plan is in compliance with the applicable provisions of ERISA, the Code, and other federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on an opinion letter from the IRS or an application for such a letter has been submitted to the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the knowledge of the Borrower, threatened claims (other than routine claims for benefits), actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c) (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to result in any Obligor incurring any liability pursuant to Section 4069 or 4212(c) of ERISA.

(d) (i) all employer and employee contributions of the Obligors and their respective employers required by law or by the terms of any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; and (ii) each Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

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4.16 Margin Regulations; Investment Company Act.

(a) Neither the Borrower nor any Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of the provisions of Regulation T, U or X.

(b) Neither the Borrower nor any Restricted Subsidiary is an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940.

4.17 PATRIOT Act, Etc.

(a) To the extent applicable, the Borrower and each Restricted Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will knowingly be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(b) None of the Borrower or any Restricted Subsidiary nor, to the knowledge of the Borrower, any director, officer, agent, employee or controlled Affiliate of the Borrower is currently the subject of any Sanctions; and the Borrower will not directly or indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any Person for the purpose of financing the activities of any Person currently the subject of any Sanctions or in violation of any Sanctions, except to the extent licensed or otherwise approved by OFAC.

4.18 Complete Disclosure. As of the Closing Date all written information concerning the Borrower and its Subsidiaries (other than projected financial information, other forward looking information, and information of a general economic or industry-specific nature) furnished by the Borrower or its representatives to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement on or prior to the date hereof (the “Information”), when, taken as a whole, did not, when furnished (a) contain any untrue statement of a material fact or (b) omit to state a material fact necessary to make the statements contained therein in the light of the circumstances under which they were made not materially misleading (after giving effect to all supplements and updates thereto).

SECTION 5.

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document (other than obligations for taxes, costs, indemnifications, reimbursements, damages and other contingent liabilities in respect of which no claim or demand for payment has been made or, in the case of indemnifications, no notice been given (or reasonably satisfactory arrangements have otherwise been made)) shall have been paid in full (such occurrence, the

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“Termination Date”), unless the Required Lenders shall otherwise consent in writing, the Borrower (and Holdings solely to the extent applicable to it) will, and the Borrower will cause each of the Restricted Subsidiaries to:

5.1 Inspections; Appraisals and Books and Records.

(a) Maintain all financial records in a manner sufficient to permit the preparation of consolidated financial statements in accordance with GAAP.

(b) Permit the Administrative Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Borrower and normal business hours, to visit and inspect the Properties of the Borrower or any Guarantor, at the Borrower’s expense as provided in clause (c) below, inspect, audit and make extracts from the Borrower’s books and records, including corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) the Borrower or any Guarantor’s business, financial condition, assets and results of operations (it being understood that a representative of the Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants). No such inspection or visit shall unduly interfere with the business or operations of the Borrower or any Guarantor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Borrower. Neither Administrative Agent nor any Lender shall have any duty to the Borrower or any Guarantor to make any inspection, nor to share any results of any inspection, appraisal or report with the Borrower or any Guarantor. The Borrower and each Guarantor acknowledges that all inspections, appraisals and reports are prepared by the Administrative Agent and Lenders for their purposes, and the Borrower shall not be entitled to rely upon them.

(c) Reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 11.2) of the Administrative Agent in connection with examinations of the Borrower’s or Guarantor’s books and records or any other financial or Collateral matters as the Administrative Agent deems appropriate.

5.2 Financial and Other Information; Certificates. Keep proper records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP; and furnish to the Administrative Agent (with sufficient copies for the Administrative Agent’s distribution to the Lenders):

(a) within 95 days after the close of each Fiscal Year (or, so long as such financial statements are required to be filed on periodic reports under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, such later date as permitted by the Securities Act and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder), its consolidated balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on a consolidated basis for the Borrower and its Subsidiaries, (i) which consolidated statements shall be audited and accompanied by a report and opinion by a firm of independent certified public accountants of recognized standing selected by the Borrower and acceptable to Administrative Agent (it being agreed that Ernst & Young LLP is acceptable to the Administrative Agent), which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, (ii) all of which consolidated statements shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to the Administrative Agent and (iii) which consolidated statements shall be accompanied by a customary management’s discussion and analysis of financial information;

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(b) within 50 days after the end of each Fiscal Quarter (or, so long as such financial statements are required to be filed on periodic reports under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, such later date as permitted by the Securities Act and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder), unaudited balance sheets as of the end of such Fiscal Quarter for the first three Fiscal Quarters of such Fiscal Year and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Borrower and its Subsidiaries, (i) setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of the Borrower as prepared in accordance with GAAP and fairly presenting, in all material respects, the financial position and results of operations, on a consolidated basis, for such Fiscal Quarter and period, subject to normal year-end audit adjustments and the absence of footnotes and (ii) which consolidated statements shall be accompanied by a customary management’s discussion and analysis of financial condition and results of operations;

(c) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to the Borrower by their accountants in connection with such financial statements (in each case, to the extent available for distribution);

(d) not later than 95 days after the end of each Fiscal Year, a reasonably detailed consolidated budget prepared by management of the Borrower (including projected consolidated balance sheets, results of operations and cash flow statements of the Borrower and its Subsidiaries) for the next Fiscal Year;

(e) promptly after the same become publicly available, copies of any proxy statements, financial statements or reports that the Borrower has made generally available to its shareholders in their capacities as such; copies of any regular, periodic and special reports or registration statements or prospectuses that the Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by the Borrower to the public concerning material changes to or developments in the business of the Borrower;

(f) together with each delivery of financial statements under clauses (a) and (b) above, a completed Financial Statements Certificate on behalf of the Borrower by a Responsible Officer of the Borrower; and

(g) such other reports and information (financial or otherwise) as the Administrative Agent may reasonably request from time to time in connection with the Borrower’s, any Subsidiary’s or other Obligor’s financial condition or business.

The Borrower will hold and participate in a quarterly conference call for Lenders to discuss financial information delivered pursuant to paragraphs (a) and (b) above. The Borrower will hold such conference call following the last day of each Fiscal Quarter of the Borrower and not later than ten (10) Business Days from the time that the Borrower delivers the financial information as set forth in paragraphs (a) and (b) above. Prior to each conference call, the Borrower shall issue a press release to the appropriate wire services announcing the time and date of such conference call and, unless the call is to be open to the public, Lenders, securities analysts and prospective lenders to contact the office of the

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Borrower’s chief financial officer or investor relations department to obtain access. If the Borrower is holding a conference call open to the public to discuss the most recent Fiscal Quarter’s financial performance or holding a conference call pursuant to the requirements of Section 4.03(b)(ii) of the Senior Notes Indenture, the Borrower will not be required to hold a second, separate call for the Lenders as long as Lenders are provided access to such call.

Notwithstanding the foregoing, (i) if the Borrower’s financial statements are consolidated with Holdings or any Parent Entity or (ii) Holdings or any Parent Entity is subject to the reporting requirements of the Exchange Act and the Borrower is not subject to such reporting requirements, then the requirement to deliver consolidated financial statements of the Borrower and its Subsidiaries (and the related opinion from independent public accountants) pursuant to Sections 5.2(a) and 5.2(b) above may be satisfied by delivering consolidated financial statements of such parent (and the related opinion from independent public accountants); provided, however, if such parent holds any material assets other than cash, Cash Equivalents and the Equity Interests of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company and any of its Subsidiaries other than the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand.

Information required to be delivered pursuant to this Section 5.2 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be have been posted by the Administrative Agent on SyndTrak, IntraLinks or a similar site to which the Administrative Agent and the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov or on the website of the Borrower. Information required to be delivered pursuant to this Section 5.2 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (; provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 11.11); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

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5.3 Notices. Notify the Administrative Agent and the Lenders in writing, promptly after any Senior Officer of the Borrower obtains knowledge thereof, of any of the following that affects the Borrower or any Restricted Subsidiary: (a) the filing or commencement of any action, suit, proceeding or investigation (including any Intellectual Property Claim), if an adverse determination would reasonably be expected to result in a Material Adverse Effect; (b) the existence of any Default or Event of Default; (c) any event that would reasonably be expected to result in a Material Adverse Effect; or (d) the occurrence of any ERISA Event or similar event in respect of Foreign Plans that would reasonably be expected to result in a Material Adverse Effect.

5.4 Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws with which the Borrower and its Restricted Subsidiaries shall comply in all material respects) or maintain could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, if any Release of Hazardous Materials that could reasonably be expected to result in a Material Adverse Effect occurs at or on any Properties of the Borrower or any Restricted Subsidiary, the Borrower or any Restricted Subsidiary shall act promptly and diligently to investigate and report to the Administrative Agent and all appropriate Governmental Authorities the extent of, and to take appropriate remedial action to eliminate, such Release of Hazardous Materials, in each case to the extent required by applicable Environmental Laws or lawfully required by any Governmental Authority.

5.5 Taxes. Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless (i) such Taxes are being Properly Contested or (ii) the failure to pay such Taxes could not reasonably be expected to result in a Material Adverse Effect.

5.6 Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted.

5.7 Insurance. Maintain insurance (including flood insurance) with insurers reasonably satisfactory to the Administrative Agent, (a) with respect to the Properties and business of the Borrower and the Restricted Subsidiaries of such type and in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount as is customary for companies similarly situated. All such insurance shall name the Administrative Agent as additional insured or loss payee, as applicable.

5.8 Use of Proceeds. The Borrower will use the Loans the Closing Date, to finance a portion of the Transactions (including the funding of the Specified Distribution and the payment of Transaction Costs).

5.9 Maintenance of Ratings. Use commercially reasonable efforts to (i) maintain corporate credit ratings and corporate family ratings, as applicable, with respect to the Borrower and (ii) ratings with respect to the Loans, in each case, from S&P and Moody’s (but not, in each case, to maintain a specific rating).

5.10 Further Assurances; After-Acquired Property.

(a) The Borrower will, and will cause each of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further action

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(including the filing and recording of financing statements and other documents) that may be required under any applicable law, or that the Administrative Agent or the Lenders may reasonably request, in order to grant, preserve and perfect the validity and priority of the security interests created or intended to be created by the Security Documents, all at the expense of the Borrower. Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, the Borrower will, and will cause each of its Restricted Subsidiaries to do the following:

(A) with respect to any fee owned Real Estate acquired after the Closing Date, with a fair market value at the time of acquisition of at least $5,000,000, within 90 days (or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Administrative Agent the Related Real Estate Documents;

(B) with respect to any wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or at any time any Subsidiary ceases to be an Excluded Subsidiary, promptly notify the Administrative Agent of such occurrence and promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent for the benefit of the Secured Parties, such amendments and/or supplements to the Security Agreement and the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, a security interest in the Equity Interests and Property of such wholly owned Subsidiary in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement, (ii) cause such wholly owned Subsidiary to become a party to this Agreement by executing a joinder hereto, (iii) deliver to the Administrative Agent the certificates (if any) representing such Equity Interest, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower, (iv) cause such wholly owned domestic Subsidiary to take all other actions expressly required by the applicable Security Documents and (v) if such wholly owned Subsidiary created or acquired after the Closing Date owns any Real Estate with a fair market value in excess of $5,000,000, within 90 days (or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such Subsidiary becoming a party to this Agreement, deliver to the Administrative Agent the Related Real Estate Documents;

(C) with respect to any first tier Foreign Subsidiary, Disregarded Domestic Person or non-wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent such amendments and/or supplements to the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Secured Parties, a security interest in such entity in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (other than Excluded Capital Stock (as defined in the Security Agreement)), together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower and take such other actions as may be reasonably deemed necessary to perfect the Administrative Agent’s security interest therein for the benefit of the Administrative Agent and the other Secured Parties; provided that in no event shall more than 65% of such Equity Interest be required to be pledged; and

(D) notwithstanding anything to the contrary in this Agreement and the other Loan Documents, (i) no Lien is or will be granted pursuant to any Loan Document or otherwise in any right,

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title or interest of any Obligor in, and Collateral shall not include, any Excluded Assets, (ii) none of the Borrower, any Guarantor or any of their Affiliates shall be required to take any action in any non-United States jurisdiction or required by the laws of any non-United States jurisdiction in order to create any security interest in assets located or titled outside of the United States or to perfect any such security interests and it being understood and agreed that there shall be no security agreements, pledge agreements or similar agreements governed under the laws of any non-United States jurisdiction, (iii) the Borrower, any Guarantor or any of their Affiliates shall not be required to deliver landlord waivers or consents or similar letters or agreements and (iv) in no event shall control agreements or control or similar arrangements be required with respect to any deposit, securities or commodities accounts or any other assets requiring perfection through control agreements.

5.11 Consolidated Corporate Franchises. The Borrower will do, and will cause each Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction specifically permitted under this Agreement.

5.12 Conduct of Business. Engage only in the businesses conducted on the Closing Date and any activities reasonably related, ancillary or incidental thereto or logical extensions thereof.

5.13 Flood Hazard. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause the applicable Obligors to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, which such insurance shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and deductible relating thereto, (c) provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (d) shall otherwise be in form and substance satisfactory to the Administrative Agent, and (iii) delivery to the Administrative Agent evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.

5.14 Post-Closing Covenant.

(a) Real Estate. The Secured Obligations shall also be secured by Mortgages upon each Mortgaged Property, which such Mortgaged Properties are set forth in Schedule 5.14(a) hereto. Within 90 days (or such later date as Administrative Agent may agree in its sole reasonable discretion) following the Closing Date, the Borrower shall have delivered or shall have caused the applicable Obligor to deliver all Related Real Estate Documents.

5.15 Designation of Unrestricted Subsidiaries. The Borrower may at any time after the Closing Date designate any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing and (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” (or the equivalent term) for the purpose of the ABL Facility or Senior Notes Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value of the Borrower’s Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the

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incurrence at the time of designation of any Investment, Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in such Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrower’s Investment in such Subsidiary at such time.

SECTION 6.

NEGATIVE COVENANTS

As long as any Commitments or Obligations (other than contingent obligations as to which no claim or demand for payment has been made, or in the case of indemnification obligations, no notice has been given, are outstanding, the Borrower will not, and will not permit any Restricted Subsidiary to (and, in the case of Section 6.12, Holdings will not), directly or indirectly:

6.1 Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except:

(a) Debt described on Schedule 6.1 as of the Closing Date;

(b) the Obligations;

(c) the Senior Notes Debt existing as of the Closing Date;

(d) Permitted Debt Securities, so long as after giving effect to the issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 6.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 6.1(ff) and any Permitted Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 6.1(ff) and any Permitted Refinancing Debt in respect of Debt incurred under this Section 6.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Permitted Debt Securities;

(e) Debt under the ABL Facility in an aggregate outstanding principal (or committed) amount not to exceed the greater of (i) $125,000,000 and (ii) the Borrowing Base as of the date of such incurrence;

(f) [Reserved];

(g) Permitted Purchase Money Debt;

(h) Debt under Hedging Agreements incurred in the Ordinary Course of Business and not for speculative purposes;

(i) Bank Product Debt;

(j) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by the Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition;

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(k) Capital Lease Obligations and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 6.1(g) and Permitted Refinancing Debt in respect of Debt originally incurred pursuant to Section 6.1(g) and this Section 6.1(k)) not in excess of the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at the time any such Capital Lease Obligations are incurred and any extension, renewal, refunding, modification or refinancing thereof;

(l) Permitted Contingent Obligations;

(m) Debt consisting of the deferred purchase price or notes issued to future, current or former officers, directors, employees, members of management and consultants of the Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent entity thereof), their respective estates, heirs, family members, spouses and former spouses, domestic partners or former domestic partners to purchase, redeem or acquire or retire for value Equity Interests to the extent that such purchases or redemptions are otherwise permitted hereunder (or options or warrants or similar instruments);

(n) Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or similar obligations, or from guarantees or letters of credit, securing the performance of the Borrower or a Restricted Subsidiary pursuant to such agreements, incurred or contracted for on or before the Closing Date or in connection with Permitted Acquisitions or Permitted Investments;

(o) obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by it;

(p) notes or loans that are unsecured or secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Secured Obligations pursuant to the Intercreditor Agreement or an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any such Debt, “Incremental Equivalent Debt”); provided that (A) the aggregate initial principal amount of all Incremental Equivalent Debt shall not exceed the Maximum Incremental Equivalent Amount, (B) the incurrence of such Debt shall be subject to clauses (iii), (iv) and, in the case of loans secured by Liens on the Collateral ranking pari passu with the Liens securing the Secured Obligations, (v) of the proviso to Section 2.22(a), as if such Incremental Equivalent Debt constituted Incremental Term Loans and (C) the covenants and events of default applicable to such Incremental Equivalent Debt shall (1) not be, when taken as a whole, materially more favorable, to the holders of such Debt than those applicable under this Agreement (except for covenants or other provisions applicable only to periods after the Final Maturity Date) or (2) be consistent with then current market terms for the type of Debt issued, in the good faith determination of the Borrower;

(q) Debt incurred in connection with (i) the financing of insurance premiums, (ii) take or pay obligations contained in supply arrangements or (iii) obligations of suppliers, customers, franchises and licenses;

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(r) (i) Debt incurred in the Ordinary Course of Business in respect of netting services, overdraft protections, employee credit card programs, Cash Management Services and otherwise in connection with Deposit Accounts and (ii) Debt incurred in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the Ordinary Course of Business;

(s) Debt or other obligations in respect of bids, trade contracts, leases, statutory obligations, surety, stay, customs and appeal bonds and performance, performance and completion guarantees, return of money bonds, government contracts, financial assurances and completion guarantees and similar obligations (or Debt in respect of letters of credit, bank guarantees or similar instruments in lieu of such items to support the issuance thereof), in each case in the Ordinary Course of Business;

(t) unsecured Debt of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that (i) Debt of any Subsidiary that is not an Obligor to the Borrower or Restricted Subsidiary that is an Obligor shall be permitted only if permitted under the definition of “Permitted Investments” and (ii) Debt of the Borrower and any Obligor to any Subsidiary that is not an Obligor shall be expressly subordinate and junior in right of payment to Full Payment of the Obligations on terms reasonably satisfactory to the Administrative Agent;

(u) Debt incurred by Borrower or any Restricted Subsidiary owed to (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, securing unemployment insurance, other social security laws or regulation or similar obligations or legislation securing unemployment insurance, health, disability or other employee benefits, or property, casualty or liability insurance, self-insurance or other similar obligations or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is lessee;

(v) Permitted Refinancing Debt in respect of Debt incurred pursuant to clauses (a), (b), (c), (d), (g), (j), (k), (p), (w), (x), (cc)(ii), (ff) and (gg);

(w) additional Debt in an aggregate principal amount at any time outstanding not to exceed, when aggregated with the amount of Permitted Refinancing Debt incurred in respect of Debt originally incurred pursuant to this clause (w), the greater of (x) $100,000,000 and (y) 5.50% of Total Assets at the time of incurrence of any such Debt;

(x) Debt of the Borrower and its Restricted Subsidiaries assumed or acquired in connection with Permitted Acquisitions, which Debt may be secured or unsecured, and provided that (A) such Debt exists at the time of such Permitted Acquisition and is not created in contemplation of such event and (B) after giving effect to the assumption or acquisition of such Debt incurred in connection therewith on a Pro Forma Basis, (1) that is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 6.0 to 1.0 and (2) that is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) is less than or equal to 4.0 to 1.0;

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(y) Debt incurred by Restricted Subsidiaries that are not Obligors in an aggregate principal amount not to exceed at any one time outstanding $50,000,000;

(z) Debt under Existing Foreign Facilities, and any extension, renewal, refunding, modification or refinancing thereof, in an aggregate principal amount not to exceed $40,000,000 at any time outstanding (which, if secured, is only secured by the Equity Interests in, and the Property of, Foreign Subsidiaries);

(aa) Debt incurred on behalf of, or representing guarantees of Debt of, joint ventures of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;

(bb) in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the Ordinary Course of Business on arm’s-length commercial terms on a recourse basis;

(cc) (i) Debt arising out of the creation of any Permitted Lien and (ii) Debt arising in connection with any Sale and Leaseback Transaction (including Attributable Debt);

(dd) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on Debt described under this Section 6.1;

(ee) Debt supported by a letter of credit issued under the ABL Facility, in a principal amount not in excess of the stated amount of such letter of credit;

(ff) Debt incurred to finance acquisitions permitted hereunder after the Closing Date; provided that (i) before and after giving effect to such acquisition on a Pro Forma Basis, no Event of Default exists, (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) if such Debt is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) would not exceed the greater of (x) 6.0 to 1.0 and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period and (B) if such Debt is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b) would not exceed 4.0 to 1.0 and, in the case of loans secured by Liens on the Collateral ranking pari passu with the Liens securing the Secured Obligations, clause (v) of the proviso to Section 2.22(a) shall apply, as if such other Debt constituted Incremental Term Loans, (iii) the aggregate principal amount of such Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 6.1(ff), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 6.1(d) and any Permitted Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 6.1(d), and any Permitted Refinancing Debt in respect of such Debt incurred under this Section 6.1(ff) shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Debt, (iv) any such Debt that is subordinated to the Obligations in right of payment or security shall be subject to intercreditor arrangements that are reasonably satisfactory to the Administrative Agent and (v) such Debt does not mature or require any scheduled amortization or scheduled payment of principal or require any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (A) payments as part of an “applicable high yield discount obligation” catch-up payment, (B) customary offers to repurchase in connection with any change of control, Disposition or

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casualty event and (C) customary acceleration rights after an event of default), in each case, prior to the date which is ninety-one (91) days after the Final Maturity Date as of the date of incurrence thereof; and

(gg) Debt of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed 100% of the amount of Net Proceeds received by the Borrower from (i) the issuance or sale of Qualified Capital Stock or (ii) any cash contribution to its common equity with the Net Proceeds from the issuance and sale by any Parent Entity of its Qualified Capital Stock or a contribution to the common equity of any Parent Entity, in each case, (A) other than any Net Proceeds received from the sale of Qualified Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries and (B) to the extent the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunder.

6.2 Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

(a) Liens under the Loan Documents to secure the Secured Obligations;

(b) Liens (x) securing obligations under the ABL Facility and any “Secured Bank Products” (as defined in the ABL Facility) provided that any Liens on any assets of any Obligor shall be subject to the Intercreditor Agreement and (y) on the Collateral securing Indebtedness permitted under Section 6.1(d), (p) and (ff) so long as (A) in the case of Debt pursuant to Section 6.1(p) or (ff), at the option of the Borrower, such Liens rank pari passu to the Liens securing the Secured Obligations pursuant to the Intercreditor Agreement and (B) in the case of Permitted Debt Securities incurred pursuant to Section 6.1(d) and, at the option of the Borrower, Debt incurred pursuant to Section 6.1(p) or (ff), such Liens rank junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent;

(c) Purchase Money Liens securing Permitted Purchase Money Debt and Liens securing additional Debt permitted under Sections 6.1(j) and 6.1(k) attaching only to the assets acquired with such Debt; provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred pursuant to this Agreement and can be provided by such lender (or its Affiliates);

(d) Liens for Taxes the payment of which is not, at the time, required by Section 5.5;

(e) statutory (including mechanics’, carriers’, storers’, repairers’, landlords’, employees’, materialmens’ and repairmens’) Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet overdue for a period of more than 30 days or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of the Borrower or Subsidiary;

(f) Liens incurred or arising under, and/or pledges and deposits made, in each case in the Ordinary Course of Business to secure (A) the performance of tenders, bids, leases, contracts (except those relating to payment of Debt), public or statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, (B) all Debt incurred under

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Section 6.1(h), (i), (l), (r), (s), (t) and (u), (C) in favor of the issuer of surety, customs, stay and appeal bonds, performance, performance and completion and return of money bonds, bid bonds and other similar obligations, or arising as a result of progress payments under government contracts, financial assurances and completion obligations and similar obligations with respect to other regulatory requirements and (D) as security for contested Taxes or import duties or for the payment of rent (in each case of clauses (A) through (D), including Liens to secure letters of credit or bank guarantees that were posted to support such obligations);

(g) Liens arising in the Ordinary Course of Business that are subject to lien waivers;

(h) judgment Liens securing judgments not constituting an Event of Default under Section 7.1;

(i) (i) all Liens and other matters disclosed in existing mortgagee title insurance policies and any replacement, modification, extension or renewal of such Lien and (ii) reservations, limitations, provisos and conditions expressed in an original grant from the Crown, minor survey exceptions, minor title defects or irregularities, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, optic fiber and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(j) (i) Liens that are contractual rights of set-off (A) relating to the establishment of depository relationships with banks not given in connection with the issuance of Debt for borrowed money, (B) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business, and (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the Ordinary Course of Business and (ii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(k) existing Liens shown on Schedule 6.2 or, to the extent not listed in such Schedule, where the aggregate principal amount of obligations secured thereby does not exceed $5,000,000;

(l) any interest or title of a lessor, sublessor, licensor or sublicense under any leases, subleases, licenses or sublicenses entered into by the Borrower or any Restricted Subsidiary in the Ordinary Course of Business;

(m) Liens on insurance policies and the proceeds of insurance in connection with the financing of insurance premiums;

(n) Liens encumbering customary initial deposits and margin deposits, and similar Liens in favor of the broker thereof attaching to commodity trading accounts and other brokerage accounts incurred in the Ordinary Course of Business;

(o) (i) licenses, sublicenses, leases or subleases of property granted to third parties in the Ordinary Course of Business not materially interfering with the business of the Borrower or any Restricted Subsidiary or (ii) rights reserved to or vested in any Person by the terms of any

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lease, license, franchise, grant or permit held by the Borrower or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require period payments as a condition to the continuance thereof;

(p) rights of setoff or bankers’ Liens upon deposits of cash in favor of banks or other depository institutions and Liens associated with overdraft protection and netting services;

(q) Liens on goods or other property in the possession of customs authorities in favor of such customs authorities which secure payment of customs duties in connection with importation of goods or other property;

(r) Liens deemed to exist in connection with permitted repurchase obligations or set-off rights;

(s) Liens in favor of collecting banks arising under Section 4-210 of the UCC or other Applicable Law;

(t) licenses and sublicenses of Intellectual Property in the Ordinary Course of Business;

(u) other Liens not specifically listed above securing Debt or other obligations not to exceed the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at any time such Lien is provided in the aggregate outstanding at any time; provided that to the extent such Liens are on Collateral and secure Debt for money borrowed, such Liens shall rank pari passu with or junior to the Liens securing the Obligations pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent;

(v) Liens on Property or Equity Interest of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens were not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens shall be limited to all or part of the same Property (including after acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Liens relate (plus improvements on such Property); provided, further, that such Lien (A) in the case of Liens securing Capital Lease Obligations and purchase money Debt, applies solely to the assets securing such Debt immediately prior to the consummation of the related Permitted Acquisition and after acquired property, to the extent required by the documentation governing such Debt (without giving effect to any amendment thereof effected in contemplation of such acquisition or assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one (1) person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates) and (B) in the case of Liens securing Debt other than Capital Lease Obligations or purchase money Debt, such Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person (and the Equity Interests in such person);

(w) Liens on Property at the time the Borrower or a Restricted Subsidiary acquired the Property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Borrower or any of the Restricted Subsidiaries; provided, however, that such Liens were not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens shall be limited to all or part of the same Property

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(including after acquired Property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Lien relate (plus improvements on such property); provided, further, that such Lien (A) in the case of Liens securing Capital Lease Obligations and purchase money Debt, applies solely to the assets securing such Debt immediately prior to the consummation of the related Permitted Acquisition and after acquired property, to the extent required by the documentation governing such Debt (without giving effect to any amendment thereof effected in contemplation of such acquisition or assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one (1) person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates) and (B) in the case of Liens securing Debt other than Capital Lease Obligations or purchase money Debt , such Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person (and the Equity Interests in such person);

(x) Liens securing Permitted Refinancing Debt;

(y) Liens on assets of any Restricted Subsidiary that is not an Obligor securing Debt of a Restricted Subsidiary that is not an Obligor;

(z) Liens in favor of the Obligors (other than Holdings);

(aa) Liens (i) solely on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any Permitted Acquisition or other Permitted Investment and (ii) consisting of an agreement to dispose of any property in a transaction permitted hereunder;

(bb) Liens on specific items of Inventory or other goods and proceeds of any person securing such Person’s obligations in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such Inventory or other goods;

(cc) Liens arising from precautionary UCC financing statements (or similar filings under the PPSA or other Applicable Law) regarding operating leases or consignment or bailee arrangements;

(dd) (i) Liens on Equity Interests in joint ventures or Unrestricted Subsidiaries securing obligations of such joint ventures (or of the Borrower or any Restricted Subsidiary for any joint venture partner) or Unrestricted Subsidiaries, and (ii) customary rights of first refusal and tag, drag, put, call and similar rights in joint venture agreements or similar arrangements;

(ee) Liens (i) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, including equipment, entered into in the Ordinary Course of Business and (ii) arising by operation of law under Article 2 of the UCC;

(ff) ground leases in the Ordinary Course of Business in respect of Real Estate on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; and

(gg) Liens securing obligations in respect of any Sale and Leaseback Transaction permitted hereunder.

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6.3 Restricted Payments. Declare or make any Restricted Payments, except Permitted Restricted Payments.

6.4 Investments. Make any Investments, except Permitted Investments.

6.5 Disposition of Assets. Make any Asset Disposition, except a Permitted Asset Disposition.

6.6 Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Subordinated Debt, except for (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any Permitted Refinancing Debt in respect of such Subordinated Debt permitted under Section 6.1 and (iii) the conversion of any Subordinated Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”)); provided, however, that any such Subordinated Debt may be repurchased, redeemed, retired, acquired, cancelled or terminated if (w) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (B) the aggregate principal amount of such repurchases pursuant to this clause (w) shall not exceed the Available Basket Amount; (x) the aggregate principal amount of such repurchases under this clause (x) shall not exceed the portion, if any, of the Excluded Contributions that the Borrower elects to apply to this clause (x); (y) at the time of the delivery of the irrevocable notice with respect thereto, the aggregate principal amount of such repurchases pursuant to this clause (y) shall not exceed the greater of $40,000,000 and 2.5% of Total Assets as of the last day of the most recently ended Test Period minus (A) the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on clause (n) of the definition of “Permitted Restricted Payments”, minus (B) the outstanding amount of Investments made by the Borrower or any Restricted Subsidiary in reliance on clause (ff) of the definition of “Permitted Investment”; or (z) (A) no Event of Default shall have occurred and be continuing or would otherwise result therefrom after giving effect to such repurchases made pursuant to this clause (z) and (B) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2(a) or (b), does not exceed 4.0 to 1.0.

6.7 Fundamental Changes. Merge into or consolidate or amalgamate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions; provided that (i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Restricted Subsidiary of the Borrower (so long as, if either constituent entity is an Obligor, the surviving or continuing entity is an Obligor), and in each case so long as no Event of Default has occurred and is continuing or would result therefrom; (ii) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or (2) such merger or consolidation or amalgamation otherwise constitutes a Permitted Investment, and (y) no Event of Default has occurred and is continuing or would result therefrom; (iii) the Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into or consolidate or amalgamate with (a) any Obligor or (b) any other Restricted Subsidiary (that is not an Obligor) so long as in the case of this clause (b), such merger or consolidation or amalgamation constitutes a Permitted Investment and (v) to the extent not otherwise permitted under the foregoing clauses, any Restricted Subsidiary that (A) has sold, transferred or otherwise disposed of all or substantially all of its assets in connection with a Permitted Asset Disposition and no longer conducts any active trade or business and

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(B) in its good-faith determination, believes that a dissolution, liquidation or winding-up or merger, amalgamation or consolidation is in the best interest of the Borrower and it not materially disadvantageous to the Lenders and any assets of such Restricted Subsidiary not otherwise disposed of in accordance with a Permitted Asset Disposition are transferred to, or otherwise owned by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into the Borrower or another Restricted Subsidiary. Notwithstanding anything to the contrary herein, any Obligor may merge into or consolidate or amalgamate with an Affiliate of the Borrower for the purpose of reincorporating or reorganizing the Obligor in the United States, any state thereof or the District of Columbia so long as the amount of Debt of the Borrower and its Restricted Subsidiaries is not increased to an amount not permitted hereunder.

6.8 Fiscal Year. Change its Fiscal Year.

6.9 Restrictive Agreements. Enter into any agreement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its Property to secure the Secured Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary; provided that foregoing shall not apply to:

(x) (A) restrictions and conditions imposed by Applicable Law or by any Loan Document, the ABL Facility Documentation or, with respect to subclause (ii) above, the Senior Notes Indenture,

(B) restrictions and conditions existing on the date hereof and any extension or renewal of, refinancings of, replacements of, refundings of or any amendment or modification expanding the scope of, such restriction or condition, in each case, so long as not done so in a manner materially adverse to the Lenders taken as a whole,

(C) in the case of any Subsidiary that is not a wholly owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement,

(D) with respect to subclause (ii) above, customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder,

(E) with respect to subclause (ii) above, customary restrictions and conditions contained in agreements relating to Permitted Asset Dispositions pending such disposition,

(F) restrictions and conditions that were binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as the agreements providing for such restrictions and conditions were not entered into in contemplation of such Person becoming a Subsidiary, and

(G) restrictions and conditions imposed by agreements relating to Excluded Subsidiaries; and

(y) clause (i) of the foregoing shall not apply to

(A) customary restrictions or conditions imposed by any agreement relating to secured Debt permitted by Section 6.1 (including any Permitted Refinancing Debt in respect thereof) secured by a Lien permitted by Section 6.2 if, in the case of the Borrower

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and its Restricted Subsidiaries that are Obligors, such restrictions do not apply to Collateral and if such restrictions or conditions apply only to such assets securing such Debt,

(B) customary provisions in leases and other agreements restricting the subletting or assignment thereof (including the granting of any Lien),

(C) customary provisions in joint venture agreements and other similar agreements entered into in connection with any joint venture,

(D) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business,

(E) customary net worth provisions contained in real property leases entered into by the Borrower or any of its Subsidiaries, so long as the Borrower and such Subsidiary have determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or any Subsidiary to meet their ongoing obligations and

(F) customary provisions contained in leases, subleases, licenses or sublicenses of Intellectual Property and other similar agreements entered into in the Ordinary Course of Business.

6.10 Affiliate Transactions. Enter into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payment in excess of $5,000,000 with any of its Affiliates, except (i) that the Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; provided, that any transaction or series of related transactions involving the payment of less than $10,000,000 with any such Affiliate shall be deemed to have satisfied the standard set forth in this clause (i) if such transaction is approved by a majority of the Disinterested Directors of the board of managers (or equivalent governing body) of any Parent Entity, the Borrower or such Restricted Subsidiary, (ii) the Borrower or any Restricted Subsidiary may pay management, monitoring, consulting, transaction, oversight, advisory and similar fees, in aggregate amounts not to exceed the amounts provided for under the Management Agreement, and payment of expenses and indemnification claims in connection with the performance of such services under the Management Agreement, (iii) any such transaction that is expressly permitted (or required) under this Agreement, any issuance of securities, or other payments, awards or grants in cash, securities or expressly pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of the Borrower (or any Parent Entity), (iv) loans or advances to directors, officers, employees, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Holdings (or any Parent Entity), the Borrower or any of its Subsidiaries permitted by this Agreement, (v) the payment of fees and indemnities to directors, officers, employees, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Holdings (or any Parent Entity), the Borrower and its Subsidiaries in accordance with customary practice, (vi) permitted agreements in existence on the Closing Date and set forth on Schedule 6.10 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect, (vii) (x) any employment or severance agreements or arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the Ordinary Course of Business, (y) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights

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or similar rights with employees, officers, directors, members of management or consultants, and (z) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions pursuant thereto, (viii) Permitted Restricted Payments and Permitted Investments, (ix) any purchase by Holdings or any other direct Parent Entity of or contributions to, the equity capital of the Borrower, (x) payments by the Borrower or any of the Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the board of directors (or equivalent governing body) of the Borrower, in good faith, (xi) transactions among the Borrower and the Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the Ordinary Course of Business, (xii) any transaction in respect of which the Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors (or equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized form of standing, which letter states that such transaction is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, (xiii) the Transactions, including the payment of all fees, expenses, bonuses and awards (including Transaction Costs) related to the Transactions, and (xiv) transactions with customers, clients, suppliers or joint ventures for the purchase or sale of goods and services entered into in the Ordinary Course of Business.

6.11 Amendments to Subordinated Debt. Amend or modify, or permit the amendment or modification of, any provision of any Subordinated Debt of the Borrower or any Restricted Subsidiary with an aggregate outstanding principal amount in excess of $20,000,000, or any agreement relating thereto, other than amendments or modifications that are not materially adverse to the Lenders (it being understood that this Section 6.11 shall not restrict refinancing permitted by Section 6.6).

6.12 Passive Holding Company. Holdings will not engage in any material business or conduct any material activities other than (A) ownership and acquisition of Equity Interests in the Borrower, together with activities directly related thereto, (B) performance of its obligations under and in connection with the Loan Documents and the other agreements contemplated hereby, (C) the incurrence of and performance of its obligations under and in connection with any other Debt with respect to which it is an issuer or guarantor and the other agreements contemplated thereby, (D) actions incidental to the consummation of the Transactions (including the payment of Transaction Costs and the Specified Distribution), (E) the incurrence of and performance of its obligations related to other activities referred to in or otherwise permitted by, this Section 6.12, including the payment by Holdings of dividends or other distributions (by reduction of capital or otherwise) whether in cash, property, securities or any combination thereof, with respect to its Equity Interests, or directly or indirectly redeeming, purchasing, retiring or otherwise acquiring for value any of its Equity Interests or setting aside any amount for such purpose, (F) actions required by law to maintain its existence, (G) the payment of Taxes (including Permitted Tax Distributions) and other customary obligations, (H) the issuance of any Equity Interests, (I) any transaction contemplated or referred to in this Section 6 (including guaranteeing Debt or obligations of the Borrower and its Subsidiaries) and (J) activities incidental to its maintenance and continuance and to the foregoing activities.

Notwithstanding anything to the contrary contained in herein, Holdings shall not sell, dispose of, grant a Lien on or otherwise transfer its Equity Interests in the Borrower (other than (i) Liens created by the Loan Documents, (ii) subject to the Intercreditor Agreement, Liens created by the documents entered into in connection with the ABL Facility, (iii) Liens arising by operation of law that would be permitted under Section 6.2, (iv) the sale, disposition or other transfer (whether by purchase and sale, merger, consolidation, liquidation or otherwise) of the Equity Interests of the Borrower to any Parent Entity that becomes a Obligor and agrees to be bound by this Section 6.12 or (v) pursuant to the Milacron Holdings Merger).

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SECTION 7.

EVENTS OF DEFAULT; REMEDIES ON DEFAULT

7.1 Events of Default. Each of the following shall be an “Event of Default” hereunder:

(a) the Obligors fail to pay (i) any principal in respect of the Obligations when due (whether at stated maturity, upon acceleration or otherwise) or (ii) any other interest, fees or other amounts within five (5) Business Days of the date due;

(b) any representation or warranty of the Borrower or any of its Restricted Subsidiaries made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

(c) any Obligor shall default in the observance or performance of any agreement contained in Section 5.3(b), Section 5.11 (with respect to the Borrower’s corporate existence) or Section 6 of this Agreement;

(d) any Obligor shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 7.1), and such default shall continue unremedied for a period of thirty (30) days after notice to the Borrower from the Administrative Agent;

(e) (i) any Guarantor shall deny in writing that it has any further liability under the guarantees in Section 10, (ii) other than with respect to items of Collateral with a value not exceeding $10,000,000 in the aggregate, any Lien granted to secure the Secured Obligations ceases to be a valid and perfected Lien (or the priority of such Lien ceases to be in full force and effect) (to the extent perfection is required hereunder or under any Security Document), except to the extent that any such loss of validity, perfection or priority results from the failure of the Administrative Agent to maintain possession of Collateral requiring perfection through control to the extent such Collateral was delivered to it under the Security Documents or to file or record any document delivered to the Administrative Agent for filing or recording to the extent it is authorized to make such filings under the Loan Documents and the Administrative Agent and the Borrower have agreed that the Administrative Agent will be responsible for filing such document and applicable law or (iii) any material provision of this Agreement or any Security Document ceases to be in full force and effect or any Obligor denies in writing the enforceability thereof;

(f) (i) the Borrower or any of its Restricted Subsidiaries fails to pay when due (whether by scheduled maturity, acceleration or otherwise and after giving effect to any applicable grace period or notice provisions or any waiver or furtherance thereof) any principal of or interest on any Material Debt, which failure enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Debt or any trustee or agent on their behalf to cause any Material Debt to become due, or to require the prepayment, repurchase or defeasance thereof, prior to its scheduled maturity or that is a failure to pay such Material Debt at maturity (in each case unless such Material Debt has been paid in full or the failure has been waived or otherwise cured), or (ii) any other breach or default of the Borrower or any of its Restricted Subsidiaries occurs that results in such Material Debt becoming due prior to its scheduled maturity (other than, with respect to Material Debt consisting of obligation under

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Hedging Agreements, termination events or equivalent events not relating to the breach by the Borrower or any Restricted Subsidiary of the terms thereof) (provided that this clause (f)(ii) shall not apply to secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt; provided further that in the case of clause (f)(i) and clause (f)(ii), (x) a breach or default by the Borrower or any of its Restricted Subsidiaries with respect to the ABL Facility will not constitute an Event of Default unless (A) such breach or default has continued for 60 consecutive days or (B) the ABL Administrative Agent and/or lenders thereunder have demanded repayment of, or otherwise accelerated, any of the Debt or other obligations thereunder (or terminated commitments thereunder) and (y) notwithstanding clause (x) above, a breach or default by the Borrower or any of its Restricted Subsidiaries under any financial maintenance covenant in the ABL Facility will not constitute an Event of Default unless the ABL Administrative Agent and/or lenders thereunder have terminated the commitments thereunder and demanded repayment of, or otherwise accelerated, Debt or other obligations thereunder);

(g) any judgment or order for the payment of money is entered against the Borrower or any of its Restricted Subsidiaries in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against the Borrower and all Restricted Subsidiaries, $35,000,000 (net of any insurance coverage therefor as to which a solvent insurance company has not denied coverage in writing), and such judgment or order shall not have been paid, discharged, bonded or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing thereof;

(h) an Insolvency Proceeding is commenced by the Borrower or any Significant Subsidiary; the Borrower or any such Significant Subsidiary makes an offer of settlement, extension or composition to its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of the Borrower or any such Significant Subsidiary; an Insolvency Proceeding is commenced against the Borrower or any such Significant Subsidiary and the Borrower or any such Significant Subsidiary consents to institution of the proceeding, (it being understood that any involuntary proceeding, petition or appointment described in this clause (h) shall not constitute an Event of Default unless such proceeding, petition or appointment shall continue undismissed for 60 days or an order for relief is entered in the proceeding, petition or appointment);

(i) an ERISA Event or similar event with respect to a Foreign Plan shall have occurred that, when taken either alone or together with all other such ERISA Events or similar events with respect to Foreign Plans, could reasonably be expected to result in a Material Adverse Effect; or

(j) a Change of Control occurs.

7.2 Action in Event of Default. (i) Upon any Event of Default specified in clause (h) of Section 7.1 with respect to the Borrower, the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and (ii) if any other Event of Default under Section 7.1 occurs, with the consent of the Required Lenders, the Administrative Agent shall, upon the request of the Required Lenders, by notice to the Borrower, declare the Commitments to be terminated and the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately terminate and become due and payable. Except as expressly provided above in this Section 7.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Obligors to the fullest extent permitted by law.

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7.3 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply, at such time or times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral or received upon any enforcement of the Loan Documents in payment of the Secured Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 7.2, the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral in payment of the Secured Obligations) in the following order, subject to the terms of the Intercreditor Agreement and the other Security Documents:

(a) First, to the payment of all costs and expenses of any sale, collection or other realization on the Collateral, including reimbursement for all costs, expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith (including, without limitation, all reasonable costs and expenses of every kind incurred in connection with any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including, without limitation, Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which the Administrative Agent is entitled to indemnification hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Obligor (excluding principal and interest in respect of any Loans extended to such Obligor), and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under the Agreement or any other Loan Document, all in accordance with the terms hereof or thereof;

(b) Second, for application by it towards all other Secured Obligations, pro rata among the Secured Parties according to the amounts of the Secured Obligations then held by the Secured Parties; provided that no amounts received from any Obligor shall be applied to any Excluded Swap Obligations with respect to such Obligor; and

(c) Third, any balance of such proceeds remaining after all of the Secured Obligations (other than, with respect to any Obligor, Excluded Swap Obligations with respect to such Obligor) shall have been satisfied by payment in full in immediately available funds and the Commitments shall have been terminated, be paid over to or upon the order of the applicable Obligor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Notwithstanding the foregoing, (a) the amounts received from the Borrower or any Guarantor that is not a Qualified ECP Guarantor shall not be applied to the Secured Obligations that are Excluded Swap Obligations and (b) Obligations arising under Cash Management Services and Bank Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable provider of Cash Management Services or Bank Products, as the case may be. Each provider of Cash Management Services or Bank Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 8 hereof for itself and its Affiliates as if a “Lender” party hereto.

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7.4 Setoff. At any time during the existence and continuance of an Event of Default, after acceleration of the Loans, the Administrative Agent, the Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, by each Obligor, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), funds, claims, obligations, liabilities or other Debt at any time held or owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of any Obligor against any Secured Obligations (other than, with respect to any Obligor, Excluded Swap Obligations with respect to such Obligor), irrespective of whether or not the Administrative Agent, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Secured Obligations may be contingent or unmatured or are owed to a branch or office of the Administrative Agent, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of the Administrative Agent, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any such setoff and application.

7.5 Remedies Cumulative; No Waiver.

(a) Cumulative Rights. All agreements, covenants, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents are cumulative and not in derogation or substitution of each other. The rights and remedies of the Administrative Agent and the Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies available to the Administrative Agent and the Lenders by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

(b) Waivers. No waiver or course of dealing shall be established by (a) the failure or delay of the Administrative Agent or any Lender to require strict performance by the Borrower with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by the Administrative Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein.

SECTION 8.

AGENT

8.1 Appointment, Authority and Duties of the Administrative Agent.

(a) Appointment and Authority. Each Secured Party hereby irrevocably appoints and designates the Administrative Agent as the agent of such Secured Party under this Agreement and the other Loan Documents, and each such Secured Party irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Without limiting the generality of the foregoing, each Secured Party hereby authorizes the Administrative Agent to enter into or accept all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, including each Security Document and any other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any other

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agreements or documents. Each Secured Party agrees that any action taken by the Administrative Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Administrative Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Administrative Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) manage, supervise or otherwise deal with Collateral; and (d) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Administrative Agent shall be ministerial and administrative in nature, and the Administrative Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Each Secured Party hereby irrevocably appoints and designates the Administrative Agent as the agent of such Secured Party under this Agreement and the Security Documents, and each such Secured Party irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto.

(b) Duties. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. The conferral upon the Administrative Agent of any right or power shall not imply a duty to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

(c) Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Term Facility provided for herein as well as activities as the Administrative Agent. The Administrative Agent, any sub-agent and their Related Parties may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional.

(d) Instructions of Required Lenders. The rights and remedies conferred upon the Administrative Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. The Administrative Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against all Claims that could be incurred by the Administrative Agent in connection with any act. The Administrative Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured

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Parties, and no Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of specific Lenders or Secured Parties shall be required to the extent provided in Section 11.1. In no event shall the Administrative Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Administrative Agent Indemnitee to personal liability.

8.2 Possession of Collateral. The Administrative Agent and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify the Administrative Agent thereof and, promptly upon the Administrative Agent’s request, deliver such Collateral to the Administrative Agent or otherwise deal with it in accordance with the Administrative Agent’s instructions.

8.3 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, shall be fully protected in, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, telefax, telegram, telecopy, internet or intranet website posting or other distribution) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals (including counsel to Holdings or the Borrower). The Administrative Agent also may 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. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with Agent Professionals (who may be legal counsel for the Borrower) 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 Agent Professional. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. The Administrative Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any such delay in acting.

8.4 Action upon Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, or of any failure to satisfy any conditions in Section 3, unless the Administrative Agent has received written notice from the Borrower or Required Lenders referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default” or specifying the failure of a condition, as applicable. If any Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify the Administrative Agent and the other Lenders thereof in writing. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The

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Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking such action with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. Each Secured Party agrees that, except with the written consent of the Required Lenders, it will not take any Enforcement Action, accelerate Obligations, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC or other similar dispositions of Collateral or to assert any rights relating to any Collateral.

8.5 Exculpatory Provisions. The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. No Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document or any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross negligence, willful misconduct, bad faith or material breach of the Loan Documents but in no event, to include any liability for special, indirect, consequential or punitive damages) or (ii) responsible in any manner to any of the Lenders or the Borrower for (or have any duty to ascertain or acquire into) any recitals, statements, information, representations or warranties made by any Obligor, any officer thereof or any Lender contained in this Agreement, any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Obligor a party thereto to perform its obligations hereunder or thereunder or the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor. The Agents shall not (x) be subject to any fiduciary or other implied duties regardless of whether a Default or Event of Default has occurred and is continuing and (y) except as expressly set forth in the Loan Documents, have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its affiliates in any capacity. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Obligor.

8.6 Successor Administrative Agent and Co-Administrative Agents.

(a) Resignation; Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.1(a) or 7.1(h) (solely with respect to the Borrower) shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be

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terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided that nothing herein shall require that the Administrative Agent resign or retire from its role as collateral agent under any Security Document, if any, whether referred to therein as administrative agent, collateral agent or any analogous term therein unless determined by the Administrative Agent in its sole discretion. If the person serving as Administrative Agent becomes the subject of an Insolvency Proceeding, the Borrower may, to the extent permitted by applicable law, by notice in writing to the Administrative Agent, remove such person as Administrative Agent and, in consultation with the Required Lenders, appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal nonetheless shall become effective in accordance with such notice on the Removal Effective Date. After any retiring Administrative Agent’s resignation as Administrative Agent or the removal of any Administrative Agent, the provisions of this Section 8 shall inure to its benefit and to the benefit of its officers, directors, employees, agents, attorneys-in-fact and affiliates as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Any successor to JPMorgan Chase Bank, N.A. by merger or acquisition of stock or this loan shall continue to be the Administrative Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

(b) Separate Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If the Administrative Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, the Administrative Agent may appoint, subject to the approval of the Borrower (such approval not to be unreasonably withheld or delayed), an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If the Administrative Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to the Administrative Agent under the Loan Documents shall also be vested in such separate agent. The parties acknowledge that the Administrative Agent is acting as collateral agent for the Secured Parties with respect to the Collateral and the Secured Parties hereby appoint the Administrative Agent to act in such capacity. The Secured Parties shall execute and deliver such documents as the Administrative Agent deems appropriate to vest any rights or remedies in such agent.

8.7 Due Diligence and Non-Reliance. Each Lender expressly acknowledges that no Agent nor any of its respective officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it and that no act by the Agents hereafter taken, including any review of the affairs of any Obligor or any affiliate of any Obligor, shall be deemed to constitute any representation or warranty by the Agents to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon the Agents or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own appraisal of an investigation into the business, operations, property, financial and other condition and creditworthiness of the Obligors and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Secured Obligations. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based

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upon such financial statements, documents and information as it shall deem appropriate at the time, continue to make and rely upon its own credit analysis, appraisals and decisions in making Loans and in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Obligors and their affiliates. Except for notices, reports and other information and documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports, certificates, credit or other information concerning the business, affairs, operations, property, condition (financial or otherwise), prospects, creditworthiness or Properties of any Obligor or any affiliate of any Obligor that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.

8.8 Indemnifications. The Lenders agree to indemnify each Agent and each Joint Lead Arranger in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), each in an amount equal to its pro rata share (based on the respective principal amounts of its outstanding Loans)) thereof, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or Joint Lead Arranger in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Joint Lead Arranger under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or Joint Lead Arranger’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

8.9 The Agents in Their Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Obligor as though such Agent or Joint Lead Arranger were not an Agent or Joint Lead Arranger, as applicable. With respect to its Loans made or renewed by it, each Agent or Joint Lead Arranger shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent or Joint Lead Arranger, and the terms “Lender” and “Lenders” shall include each Agent or Joint Lead Arranger in its individual capacity.

8.10 Agent Titles. Each Lender, other than JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent, that is designated (on the cover page of this Agreement or otherwise) as an “Agent,” “Arranger,” “Bookrunner,” “Syndication Agent” or “Documentation Agent” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

8.11 Survival. This Section 8 shall survive Full Payment of the Obligations. Other than Sections 8.1, 8.4 and 8.6, this Section 8 does not confer any rights or benefits upon Borrower or any other Person. As between Borrower and Administrative Agent, any action that the Administrative Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Secured Parties.

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8.12 Withholding Tax. To the extent required by any Applicable Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall indemnify and hold harmless the Administrative Agent against, within ten (10) days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.12. The agreements in this Section 8.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations.

SECTION 9.

SUCCESSORS AND ASSIGNS

9.1 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) except as otherwise permitted by Section 6.7 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.1. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 9.1), and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in clause (ii) below, any Lender may assign to one (1) or more Eligible Assignees (other than to any Disqualified Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided, however, that pro rata assignments among different Classes of Loans shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower; provided that no consent of the Borrower shall be required (i) if an Event of Default under Section 7.1(a) or (with respect to the Borrower only) Section 7.1(h) has occurred and is continuing and (ii) with respect to an assignment in respect of a Term Facility, if such assignment is to a Lender, an Affiliate of a Lender or a Related Fund in respect of a Lender (for purposes of clarity, it is understood that no assignment may be made to a Disqualified Institution); and

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required with respect to an assignment in respect of a Term Facility, if such assignment is to a Lender, an Affiliate of a Lender or a Related Fund in respect of a Lender (for purposes of clarity, it is understood that no assignment may be made to a Disqualified Institution).

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(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of a Lender or Related Fund or an assignment of the entire remaining amount of the assigning Lender’s Term Loans, the amount of the Term Loans 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 each of the Borrower and the Administrative Agent otherwise consent; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Related Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance together with a processing and recordation fee of $3,500 (unless waived by the Administrative Agent in its sole discretion); and

(C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms.

(iii) Subject to acceptance and recording thereof pursuant to clause (b)(v) below and subject to clause (f) below, from and after the effective date specified in each Assignment and Acceptance the Eligible 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.15, 2.16, 2.17 and 11.2). Upon request and surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.1 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 (c) of this Section 9.1.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, 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 principal amount of the Term Loans (and stated interest thereon) owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall 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 Borrower and any Lender (with respect to any entry related to such Lender’s Loans), at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Eligible Assignee (subject to clause (f)), the Eligible Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder) and any applicable tax forms, and any written consent to such assignment required by clause (i) above, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (v).

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(c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one (1) or more banks or other entities (other than to any Disqualified Institution) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Term Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative 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. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that requires the consent of each Lender directly affected thereby pursuant to Section 11.1. Subject to paragraph (c)(ii) of this Section 9.1, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations with respect thereto including, for the avoidance of doubt, Section 2.19(a) and (b)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.1. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 7.4 as though it were a Lender; provided such Participant shall be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Term Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 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 to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed), which written consent shall specifically acknowledge that such consent is pursuant to this Section 9.1(c)(ii).

(d) Any Lender may at any time, without the consent of or notice to the Administrative Agent or the Borrower, pledge or assign a security interest in all or any portion of its rights under this Agreement (other than to a Disqualified Institution or a natural person) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank, and this Section 9.1 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee (including any Eligible Assignee) for such Lender as a party hereto.

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(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.

(f) Any assignment or participation under this Section 9.1 made (or attempted to be made) (i) to a Disqualified Institution without the Borrower’s prior written consent or (ii) to the extent the Borrower’s consent is required under the terms of this Section 9.1, to any other person without the Borrower’s consent shall be null and void ab initio. Nothing in this Section 9.1(f) shall be deemed to prejudice any rights or remedies the Borrower may otherwise have at law or equity; provided that the Administrative Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating, monitoring or enforcing the list of Disqualified Institutions unless caused by or is the result of the negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Administrative Agent or its Related Parties. Each Lender acknowledges and agrees that the Borrower would suffer irreparable harm if such Lender breaches any of its obligations under Sections 9.1(a) or 9.1(d) insofar as such Sections relate to any assignment, participation or pledge to a Disqualified Institution without the Borrower’s prior written consent. Additionally, each Lender agrees that the Borrower may seek to obtain specific performance or other equitable or injunctive relief to enforce this Section 9.1(f) against such Lender with respect to such breach without posting a bond or presenting evidence of irreparable harm.

(g) [Reserved].

(h) If the Borrower wishes to replace all Loans with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three (3) Business Days’ advance notice to the Lenders, instead of prepaying the Loans to (i) require the Lenders to assign the Loans to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 11.1 (with such replacement, if applicable, being deemed to have been made pursuant to Section 2.19). Pursuant to any such assignment, all Loans shall be purchased at par, accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 9.5. By receiving such purchase price, the Lenders shall automatically be deemed to have assigned the Term Loans pursuant to the terms of the form of Assignment and Acceptance attached hereto as Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph (h) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

(i) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans to an Affiliated Lender (other than Holdings or any of its Subsidiaries) and (y) Holdings, the Borrower and any of its Subsidiaries may, from time to time, purchase or prepay Term Loans, in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent (or other applicable agent managing such auction) or (2) open market purchases, in each case with respect to clauses (x) and (y) of this Section 9.1(i), without the consent of the Administrative Agent; provided that:

(i) any Loans acquired by Holdings, the Borrower or any of its Subsidiaries (other than any such purchase pursuant to Section 9.1(f)) shall be retired and cancelled promptly upon the acquisition thereof;

(ii) any Loans acquired by any Affiliated Lender may (but shall not be required to) be contributed to Holdings or any of its Subsidiaries for purposes of cancellation of such Debt (it being understood that such Loans shall be retired and cancelled immediately and automatically upon such contribution);

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(iii) in connection with any Dutch auction, such Affiliated Lender shall either (x) provide, as of the date of the effectiveness of such purchase, a customary representation and warranty that there is no material non-public information with respect to Holdings, the Borrower, its Subsidiaries or their respective securities at such time that (A) has not been disclosed to the assigning Lender prior to such date and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, a Lender’s decision to assign Loans to such Affiliated Lender (in each case other than because such assigning Lender does not wish to receive material non-public information with respect to Holdings, the Borrower, its Subsidiaries or their respective securities) or (y) disclose to the assigning Lender of such Loans that it cannot make such representations;

(iv) each Affiliated Lender shall identify itself as such in the applicable Assignment and Acceptance;

(v) after giving effect to such assignment and to all other assignments with all Affiliated Lenders, the aggregate principal amount of all Loans then held by all Affiliated Lenders shall not exceed 25% of the aggregate unpaid principal amount of the Loans then outstanding (after giving effect to any substantially simultaneous cancellations thereof);

(vi) in connection with any assignment effected pursuant to a Dutch auction conducted by Holdings, the Borrower or any of the Restricted Subsidiaries, (A) Debt under the ABL Facility shall not be utilized to fund such assignment and (B) no Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to such assignment;

(vii) by its acquisition of Term Loans, an Affiliated Lender shall be deemed to have acknowledged and agreed that:

(A) the Loans held by such Affiliated Lender shall be disregarded in both the numerator and denominator in the calculation of any Required Lenders vote, except that such Affiliated Lender shall have the right to vote (and the loans held by such Affiliated Lender shall not be so disregarded) with respect to any amendment, modification, waiver, consent or other action that requires the vote of all Lenders or all affected Lenders, as the case may be; provided that no amendment, modification, waiver, consent or other action shall (1) disproportionately affect such Affiliated Lender in its capacity as a Lender as compared to other Lenders that are not Affiliated Lenders or (2) deprive any Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis hereunder, in each case without consent of such Affiliated Lender;

(B) the Administrative Agent shall vote on behalf of such Affiliated Lender in the event that any proceeding under Section 1126 or 1129 of the Bankruptcy Code or any comparable provision under any other insolvency, bankruptcy, debtor relief or debt adjustment law shall be instituted by or against the Borrower or any Restricted Subsidiary, or, alternatively, to the extent that the foregoing is deemed unenforceable for any reason, such Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by those Lenders who are not Affiliated Lenders, in each case except to the extent that any plan of reorganization proposes to treat the obligations held by such Affiliated Lender in a disproportionate adverse manner to such Affiliated Lender than the proposed treatment of similar obligations held by Lenders that are not Affiliated Lenders;

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(C) Affiliated Lenders, solely in their capacity as an Affiliated Lender, will not be entitled to (i) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Obligors or their representatives are not invited, (ii) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one (1) or more Lenders, except to the extent such information or materials have been made available to any Obligor or its representatives (and in any case, other than the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Section 2) or (iii) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against the Administrative Agent with respect to any duties or obligations or alleged duties or obligations of the Administrative Agent under the Loan Documents (except with respect to rights expressly retained under this Section 9.1(i) which are not so waived); and

(D) it shall not have any right to receive advice of counsel to the Administrative Agent or to Lenders other than Affiliated Lenders or to challenge the Lenders’ attorney-client privilege.

(j) Notwithstanding anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to a Debt Fund Affiliate and any Debt Fund Affiliate may, from time to time, purchase Term Loans on a non-pro rata basis through Dutch auction procedures open to all applicable Lenders on a pro rata basis pursuant to customary procedures to be agreed between the Debt Fund Affiliate and the Administrative Agent (or other applicable agent managing such auction) or open market; provided that Debt Fund Affiliates shall not account for more than 49.9% of the amounts included in determining whether the Required Lenders have consented to any amendment, modification or waiver pursuant to Section 11.1.

SECTION 10.

GUARANTEE

10.1 The Guarantee. The Guarantors hereby guarantee to each Lender and the Administrative Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations. The Guarantors hereby further agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Secured Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.1 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.1, or otherwise under this Guaranty, as it relates to such other Obligor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect

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until the termination of this Guaranty in accordance with Section 10.2 hereof. Each Qualified ECP Guarantor intends that this Section 10.1 constitute, and this Section 10.1 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

10.2 Obligations Unconditional. The obligations of the Guarantors under Section 10.1 are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the other Loan Documents or any other agreement or instrument referred to herein or therein or reasonably related thereto, or any substitution, release or exchange of any other guarantee of or security for any of the Secured Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than a defense of Full Payment), it being the intent of this Section 10.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder, which shall remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to such Guarantors, the time for any performance of or compliance with any of the Secured Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions hereof or of the other Loan Documents or any other agreement or instrument referred to herein or therein or reasonably related thereto shall be done or omitted;

(iii) the maturity of any of the Secured Obligations shall be accelerated, or any of the Secured Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under the other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Secured Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or

(iv) any Lien or security interest granted to, or in favor of, the Administrative Agent, or any Lender or the Lenders as security for any of the Secured Obligations shall fail to be perfected.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Borrower hereunder or under the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations.

10.3 Reinstatement. The obligations of the Guarantors under this Section 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each Lender pursuant to Section 11.2.

10.4 Subrogation. Until such time as the Full Payment of the Obligations, each of the Guarantors hereby agrees not to enforce any rights of subrogation or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under the Bankruptcy Code) or otherwise by reason of any payment by it pursuant to the provisions of this Section 10.

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10.5 Remedies. The Guarantors agree that, as between the Guarantors and the Lenders, the Obligations of the Borrower hereunder may be declared to be forthwith due and payable as provided in Section 7.2 (and shall be deemed to have become automatically due and payable to the extent set forth as so in Section 7.2) for purposes of Section 10.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such Obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 10.1.

10.6 Continuing Guarantee. The guarantee in this Section 10 is a continuing guarantee and shall apply to all Secured Obligations whenever arising.

10.7 General Limitation on Amount of Secured Obligations Guaranteed. In any action or proceeding involving any state, Federal or non-U.S. corporate law, or any state, Federal or non-U.S. bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if any portion of the obligations of the Guarantors under Section 10.1 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by the Guarantors, any Lender, the Administrative Agent or other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

SECTION 11.

MISCELLANEOUS

11.1 Consents, Amendments and Waivers.

(a) No failure or delay of the Administrative Agent or any Lender in exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Obligor in any case shall entitle such person to any other or further notice or demand in similar or other circumstances.

(b) Except as provided in Section 2.22 with respect to any Incremental Term Facility, Section 2.23 with respect with respect to any Extension and Section 11.1(d) with respect to any Replacement Term Loans, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (except as otherwise provided below) and (y) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:

(i) reduce or forgive the principal amount of any Loan, or extend the scheduled date of any interest or fee payable hereunder or the date of any scheduled amortization payment in respect of any Loan (in each case, other than the extension for administrative convenience) without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders),

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(ii) reduce the stated rate of interest or fees payable hereunder, except in connection with waiver of a post-default increase in interest (which shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender)) without the prior written consent of each Lender directly and adversely affected thereby (and not the Required Lenders),

(iii) extend any scheduled final maturity of any Loan owed to a Lender, without the prior written consent of such Lender (but not the consent of the Required Lenders),

(iv) increase the amount (other than in connection with the Incremental Term Facility) or extend the expiration of any Lender’s Commitment without the prior written consent of each Lender directly and adversely affected thereby (but not the consent of the Required Lenders) (it being understood that waivers of conditions precedent, covenants, Defaults, Events of Default or mandatory prepayments shall not constitute any such extension),

(v) except to the extent necessary to give effect to the express intentions of this Agreement (including Sections 2.22, 2.23, 9.1 and 11.1(d) and the last paragraph of this Section 11.1(b)), which, in respect of any amendment or modification to effect such express intentions, shall be effective with the consent of the Required Lenders, amend or modify the provisions of Section 2.18(b) or (c) of this Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly and adversely affected thereby,

(vi) amend or modify the provisions of Section 11.1(a), (b) or (c) or reduce the voting percentage set forth in the definition of “Required Lenders,” or any other provision hereof specifying the number of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that Incremental Term Loans, Extended Term Loans, Replacement Term Loans and additional extensions of credit approved by the Required Lenders pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loans are included on the Closing Date), or

(vii) release all or substantially all the Collateral, or release all or substantially all of the value of the guarantees of the Obligations by the Guarantors (except as expressly provided in the Loan Documents) under the Security Documents, without the prior written consent of each Lender,

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 11.1 and any consent by any Lender pursuant to this Section 11.1 shall bind any successor or assignee of such Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except pursuant to clauses (i) through (v) above.

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Notwithstanding the foregoing (and notwithstanding Section 2.22 with respect to Incremental Term Loans, Section 2.23 with respect to Extended Term Loans or Section 11.1(d) with respect to Replacement Term Loans), this Agreement may be amended (or amended and restated), supplemented or modified, with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new Loans.

(c) Without the consent of any Lender, the Obligors and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.

(d) Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing, replacement or modification of all or any portion of the outstanding Loans (such Loans, the “Replaced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement

Term Loans shall not exceed the aggregate principal amount of such Replaced Term Loans (plus (x) the amount permitted under any basket hereunder and plus (y) the amount of accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated therewith), (ii) the terms of Replacement Term Loans are (x) not (excluding pricing, fees, rate floors, premiums and optional prepayment or redemption terms), taken as a whole, materially more favorable to the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than any covenants or other provisions applicable only to periods after the Final Maturity Date (as of the date of incurrence of such Replacement Term Loans)) or (y) current market terms for such Replacement Term Loans, (iii) such Replacement Term Loans has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Replaced Term Loans at the time of such refinancing and (iv) any Lender or, with the consent of the Borrower and, to the extent such consent would be required under Section 9.1 with respect to an assignment of Loans to such person, the consent of the Administrative Agent (which consent shall not be unreasonably withheld), any person that would be an Eligible Assignee (other than to any Disqualified Institution or any natural person) may provide such Replacement Term Loans; provided further that (i) any Non-Debt Fund Affiliate shall be permitted (without Administrative Agent consent) to provide such Replacement Term Loans, it being understood that in connection with such Replacement Term Loans, any such Non-Debt Fund Affiliate, as applicable, shall be subject to the restrictions applicable to such persons under Section 9.1 as if such Replacement Term Loans were Term Loans and (ii) any Debt Fund Affiliate shall be permitted to provide any Replacement Term Loans; provided that in connection therewith, such Debt Fund Affiliate shall be subject to the restrictions applicable to Debt Fund Affiliates under Section 9.1.

(e) Notwithstanding anything to the contrary contained in this Section 11.1 or any Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.21, 2.22, 2.23, 9.1(f), (i) or (j) or 11.1(d), (ii) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such

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provision and (iii) guarantees, collateral security documents and related documents executed by Holdings or its Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

(f) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any bankruptcy plan, each Disqualified Institution party hereto hereby agrees (1) not to vote on such bankruptcy plan, (2) if such Disqualified Institution does vote on such bankruptcy plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). Notwithstanding anything to the contrary contained in this Agreement, a Disqualified Institution or an Affiliate of a Disqualified Institution shall not have the right (unless waived by the Borrower) to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders. Any such Disqualified Institution or Affiliate of a Disqualified Institution described in the foregoing sentence that is designated in writing by the Borrower to the Administrative Agent (who shall promptly provide notice thereof to the Lenders) as not being eligible to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders shall constitute a “Designated Competitor Affiliate.”

11.2 Indemnification and Expenses. Each Obligor will indemnify each Agent, the Lenders, each of their affiliates, and the officers, directors, employees, advisors, agents, controlling persons and other representatives of the foregoing (the “Indemnified Parties”), and hold them harmless from and against all losses, claims, damages and liabilities, and any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented fees of one firm of counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of a conflict of interest, where the Indemnified Party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Borrower, its equity holders, its Affiliates, creditors or any other third

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person) that relates to the Transactions, including the financing contemplated hereby and in the other Loan Documents and the use or intended use of proceeds thereof, or (b) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by the Borrower at any time, or any Environmental Claim related in any way to the Borrower or Restricted Subsidiary; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability or expense to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against any Agent in its capacity as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by the Borrower to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof. The Borrower shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agents associated with the syndication of the Loans and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one firm of counsel to the Agents (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 11.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

11.3 Notices and Communications.

(a) Notice Address. Except in the case of notices and other communications expressly permitted to be given by telephone, (and except as provided in subsection (b) below), notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax or other electronic transmission (including “.pdf” or “.tif”) pursuant to the terms of this Agreement, as follows:

if to any Obligor, to

Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

Attention: Hugh O’Donnell, Vice President

Telecopier: (513) 487-5086

Electronic Address: Hugh_odonnell@milacron.com

with a copy to

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Andrew Colao

Telecopier: (212) 310-8007

Electronic Address: andrew.colao@weil.com

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if to the Administrative Agent, to

JPMorgan Chase Bank, N.A.

500 Stanton Christiana Road and Aisha Lawani

Ops Building 2, 3rd Floor

Newark, DE 19713-2107

Attention: Brittany Duffy

Telecopier: 302-634-3301

Electronic Address: Brittany.duffy@jpmchase.com and Aisha.o.lawani@jpmchase.com

with a copy to

JPMorgan Chase Bank, N.A.

383 Madison Avenue, Floor 24

New York, NY 10179

Attention: Matthew Massie

Telecopier: 212-270-5100

Electronic Address: matthew.massie@jpmorgan.com

if to a Lender, to it at the address, fax number or electronic address set forth on Schedule II or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto.

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent and the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided further that approval of such procedures may be limited to particular notices or communications.

(c) Non-Conforming Communications. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, sent by fax or (to the extent permitted by paragraph (b) above) electronic means or on the date five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 11.3 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 11.3.

(d) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties have any liability

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to Holdings, the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from (i) the gross negligence, bad faith or willful misconduct of the Administrative Agent or its Related Parties or (ii) a material breach of the Loan Documents by the Administrative Agent or any of its Related Parties; provided, however, that in no event shall the Administrative Agent or any of its Related Parties have any liability to Holdings, the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(e) Change of Address, Etc. Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

11.4 Credit Inquiries. Each Obligor hereby authorizes the Administrative Agent and the Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Obligor; provided that obligations of Section 11.11 shall remain in full force and effect.

11.5 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or otherwise unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

11.6 Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations, tests or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control; provided that this Section 11.6 shall be subject to Section 11.18).

11.7 Counterparts. Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when the Administrative Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means (including “.pdf” or “.tif” format) shall be effective as delivery of a manually executed counterpart of such agreement.

11.8 Entire Agreement. Time is of the essence of the Loan Documents. The Loan Documents constitute the entire contract among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

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11.9 Relationship with the Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. Nothing in this Agreement and no action of the Administrative Agent, the Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute the Administrative Agent and any Secured Party to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of the Borrower.

11.10 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Loan Document, the Borrower acknowledge and agree that (a)(i) this credit facility and any related arranging or other services by the Administrative Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between the Borrower and such Person; (ii) the Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) the Borrower are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of the Administrative Agent, the Lenders, their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any of their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein and the Borrower and its Subsidiaries will not claim that any of the Administrative Agent, the Lenders, or their Affiliates owe a fiduciary duty or similar obligation to any of them or their Affiliates; and (c) the Administrative Agent, the Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and their Affiliates, and have no obligation to disclose any of such interests to the Borrower or their Affiliates.

11.11 Confidentiality. Each of the Administrative Agent and the Lenders shall maintain the confidentiality of all Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its Affiliates (other than Disqualified Institutions), and to its and their respective partners, directors, officers, employees, members, stockholders, attorneys, accountants or other advisors (collectively, “Representatives”) (other than Disqualified Institutions) on a “need to know” basis solely in connection with the transactions contemplated by this Agreement; provided such Persons are informed of the confidential nature of the Confidential Information and instructed to keep it confidential; provided further that the Administrative Agent and the Lenders shall be responsible for its and their respective Affiliates’ Representatives’ and their respective Affiliates’ compliance with this Section 11.11; (b) to the extent requested by any regulatory authority having jurisdiction over it or its Affiliates (in which case the Administrative Agent and the Lenders, as the case may be, shall (i) except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, to the extent permitted by law, notify the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such Confidential Information so disclosed is accorded confidential treatment); (c) to the extent compelled by legal process in, or reasonably necessary to, the defense of such legal, judicial or administrative proceeding or otherwise as required by Applicable Law, rule or regulation (in which case the Administrative Agent and the Lenders, as the case may be, shall (i) to the extent permitted by law, notify the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such Confidential Information so disclosed is accorded confidential treatment); (d) subject to an agreement containing provisions substantially the same as this Section, to any other party hereto or participant or prospective Lenders or participants (other than any Disqualified Institution); (e) in connection with any action or proceeding, or other exercise of rights

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or remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Eligible Assignee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent of the Borrower; (h) to the extent such Confidential Information (i) becomes publicly available other than by disclosure the Administrative Agent, the Lenders, their respective Affiliates or their or their respective Affiliates’ Representatives in breach this Section or (ii) is available to the Administrative Agent, any Lender, or any of their Affiliates from a third party that is not, to their knowledge, subject to any confidentiality obligations; or (i) to rating agencies. Notwithstanding the forgoing, no Confidential Information shall be provided to Designated Competitor Affiliates other than Confidential Information provided by or on behalf of the Borrower for distribution to Public Lenders. As used herein, “Confidential Information” means all information received from an Obligor or Subsidiary relating to it or its business other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table provider, that serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Confidential Information pursuant to this Section shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information. Each of the Administrative Agent and the Lenders acknowledges that (i) Confidential Information may include material non-public information concerning an Obligor or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state securities laws.

11.12 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS), EXCEPT THAT WITH RESPECT TO ANY COLLATERAL, EACH SECURITY DOCUMENT OR OTHER DOCUMENT SHALL BE GOVERNED BY OTHER LAWS TO THE EXTENT PROVIDED THEREIN.

11.13 Consent to Forum. EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.3.

11.14 Waivers by Obligors of Jury Trial. To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to trial by jury (which Administrative Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Secured Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any accounts, documents and guaranties at any time held by the Administrative Agent on which an Obligor may in any way be liable, and hereby ratifies anything Administrative Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Administrative Agent to exercise any rights or remedies; (e) the benefit of all valuation,

123

appraisement and exemption laws; (f) any claim against Administrative Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Secured Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a material inducement to Administrative Agent and Lenders entering into this Agreement and that they are relying upon the foregoing in their dealings with Obligors.

11.15 PATRIOT Act Notice. The Administrative Agent and the Lenders hereby notify Obligors that pursuant to the requirements of the PATRIOT Act, the Administrative Agent and the Lenders are required to obtain, verify and record information that identifies the Borrower, including its legal name, address, tax ID number and other information that will allow the Administrative Agent and the Lenders to identify it in accordance with the PATRIOT Act. The Administrative Agent and the Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Obligors’ management and owners, such as legal name, address, social security number and date of birth.

11.16 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Obligor or any other person or against or in payment of any or all of the Secured Obligations. To the extent that any Obligor makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent, on behalf of the Lenders), or any Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

11.17 Release of Liens and Guarantees. In the event that any Obligor conveys, sells, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any other Obligor to a Person that is not (and is not required to become) an Obligor, in each case in a Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary or in connection with a pledge of the Equity Interests in joint ventures constituting Excluded Assets and permitted as a Permitted Lien, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower, and at the Borrower’ expense, to (i) release any Liens created by any Loan Document in respect of such Equity Interests or assets and (ii) in the case of a disposition of the Equity Interests of any Obligor in a Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary and as a result of which such Obligor would cease to be a Restricted Subsidiary, terminate such Obligor’s obligations under this Agreement (including Section 10 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the Borrower, the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to): (1) subordinate any lien granted to the Administrative Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is a Permitted Lien under Section 6.2 (c), Section 6.2 (f) (but with respect to subclause (B), solely to the extent relating to Debt incurred under Section 6.1(u)), Sections 6.2(i), Section 6.2(m), Section 6.2 (o), Section 6.2 (t), Section 6.2(w), Section 6.2(v), Section 6.2 (x) (to the extent it relates to Permitted Refinancing Debt secured by Liens permitted

124

by other clauses of Section 6.2 listed in this clause (1)), Section 6.2(aa), Section 6.2 (dd), Section 6.2 (ff) and Section 6.2(gg)); and (2) enter into intercreditor arrangements contemplated by or required in connection with Section 6.1(p), Section 6.1(x), Section 6.1(v) (to the extent it relates to Permitted Refinancing Debt secured by Liens permitted by other clauses of Section 6.1 listed in this clause (2)), Section 6.1(ff), Section 6.2(b), Section 6.2(u) and Section 2.22 and the definition of “Permitted Refinancing Debt” (in each case, only to the extent that the Liens on the Collateral securing the ABL Facility are subordinated or made subject to an intercreditor arrangement to the same extent) subject to the terms of the Intercreditor Agreement.

11.18 Intercreditor Agreement. Notwithstanding anything herein to the contrary, each of the Administrative Agent, on behalf of the Secured Parties, and each Obligor acknowledges that the Lien and security interests granted to the Administrative Agent pursuant to this Agreement and the other Loan Documents and the exercise of any right or remedy by the Administrative Agent thereunder and the obligations of the Obligors under this Agreement and the other Loan Documents are subject to the provisions of the Intercreditor Agreement, which the Administrative Agent is hereby directed by the Secured Parties to execute and deliver, and perform in accordance with its terms. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document, the terms of the Intercreditor Agreement shall govern and control. The Administrative Agent and the Secured Parties hereby agree and acknowledge that prior to the Discharge of Revolving Obligations (as such term is defined in the Intercreditor Agreement) any requirement of this Agreement to deliver any ABL Collateral to the Administrative Agent shall be deemed satisfied by delivery of such ABL Collateral to the ABL Administrative Agent as bailee for the Administrative Agent pursuant to the Intercreditor Agreement. The Administrative Agent shall be the “Authorized Representative” of the Secured Parties for all purposes of the Intercreditor Agreement and the Security Documents.

[Remainder of page intentionally left blank; signatures begin on following page]

125

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above.

HOLDINGS:
MILACRON INTERMEDIATE HOLDINGS INC.
By:	/s/ Bruce A. Chalmers
Name:	Bruce A. Chalmers
Title:	Vice President Finance, Chief Financial Officer and Treasurer
BORROWER:
MILACRON LLC
By:	/s/ Bruce A. Chalmers
Name:	Bruce A. Chalmers
Title:	Vice President Finance and Chief Financial Officer
GUARANTORS:
MCRON FINANCE CORP.
By:	/s/ Bruce A. Chalmers
Name:	Bruce A. Chalmers
Title:	Vice President Finance, Chief Financial Officer and Treasurer
CIMCOOL INDUSTRIAL PRODUCTS LLC DME COMPANY LLC
MILACRON MARKETING COMPANY LLC MILACRON PLASTICS TECHNOLOGIES GROUP LLC
By:	/s/ Bruce A. Chalmers
Name:	Bruce A. Chalmers
Title:	Chief Financial Officer and Treasurer

[MILACRON – SIGNATURE PAGE TO TERM LOAN AGREEMENT]

KORTEC, INC.
By:	/s/ Bruce A. Chalmers
Name:	Bruce A. Chalmers
Title:	Vice President and Treasurer

[MILACRON – SIGNATURE PAGE TO TERM LOAN AGREEMENT]

AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:	/s/ Robert Bryant
Name:	Robert Bryant
Title:	Executive Director

[MILACRON – SIGNATURE PAGE TO TERM LOAN AGREEMENT]

LENDER:
BANK OF AMERICA, N.A.,
as Lender
By:	/s/ Anand Melvani
Name:	Anand Melvani
Title:	Managing Director

[MILACRON – SIGNATURE PAGE TO TERM LOAN AGREEMENT]

Execution Version

Exhibit A

to the Term Loan Agreement

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Assignment and Acceptance Agreement (the “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Term Loan Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	[and is an Affiliate [Identify Lender]]
3.	Borrower:	MILACRON LLC, a Delaware limited liability company
4.	Administrative Agent:	JPMORGAN CHASE BANK, N.A., as the administrative agent under the Credit Agreement
5.	Credit Agreement:	Term Loan Agreement, dated as of May 14, 2015, by and among the Borrower, MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the LENDERS party thereto from time to time, the Administrative Agent and the other agents named therein.

Exhibit A-1

6. Assigned Interest:

Aggregate Amount of Term Loans for all Lenders	Amount of Term Loans Assigned	Percentage Assigned of Term Loans1
$	$	%

Effective Date:             , 20      [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]	[NAME OF ASSIGNEE]
Notices:	Notices:
Attention:	Attention:
Telecopier:	Telecopier:
with a copy to:	with a copy to:
Attention:	Attention:
Telecopier:	Telecopier:
Wire Instructions:	Wire Instructions:

¹  Set forth, to at least 9 decimals, as a percentage of the Term Loans of all Lenders thereunder.

Exhibit A-2

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Name:

Title:

[Consented to and]² Accepted:

[JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

By:

Name:

Title:]

[Consented to:]³

[MILACRON LLC

By:

Name:

Title:]

²  To be added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement.

³  To be added only if the consent of the Borrower is required by the terms of the Term Loan Agreement.

Exhibit A-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Term Loan Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Loan Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other person of any of their respective obligations under any Loan Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement, (ii) it meets all requirements of an Eligible Assignee under the Term Loan Agreement (subject to receipt of such consents as may be required under the Term Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Term Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.2 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, (v) attached to the Assignment is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and executed by the Assignee and (vi) it is not a Disqualified Institution or, except as disclosed in writing to the Borrower and the Administrative Agent, an Affiliate of a Disqualified Institution; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Exhibit A-4

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. Affiliated Lenders. The parties hereto agree that from and after the Effective Date, and after giving effect to this Assignment and to all other assignments with Affiliated Lenders, the aggregate principal amount of all Loans held by all Affiliated Lenders does not exceed 25% of the aggregate unpaid principal amount of all Loans outstanding as of the Effective Date (after giving effect to any simultaneous cancellations thereof).

4. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles thereof.

Exhibit A-5

Exhibit B

to the Term Loan Agreement

FORM OF BORROWING REQUEST

JPMorgan Chase Bank, N.A., as Administrative Agent for

the lenders referred to below,

500 Stanton Christiana Road, Ops 2 Floor 3

Newark, Delaware 19713

Attention: Robert Nichols

[            ] [    ], [20    ]

Ladies and Gentlemen:

The undersigned, MILACRON LLC, a Delaware limited liability company (the “Borrower”), refers to the Term Loan Agreement dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among the Borrower, MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the LENDERS party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent and the other agents named therein. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement. The Borrower hereby gives you notice pursuant to Section 2.3 of the Term Loan Agreement that it requests a Borrowing under the Term Loan Agreement, and in connection with that request sets forth below the terms on which such Borrowing is requested to be made:

(A)   Date of Borrowing (which is a Business Day)

(B)   Aggregate amount of Borrowing

(C)   Type of Borrowing¹

(D)   Interest Period and the last day thereof²

(E)   Funds are requested to be disbursed to the Borrower’s account with              (Account No.                     ).

[Remainder of page intentionally left blank]

¹  Specify Base Rate Loans or LIBOR Loans.

²  To be an Interest Period contemplated by definition of “Interest Period” in the Term Loan Agreement (with respect to Borrowings of LIBOR Loans only).

Exhibit B-1

MILACRON LLC

By:

Name:

Title:

Exhibit B-2

Exhibit C

to the Term Loan Agreement

FORM OF FINANCIAL STATEMENTS CERTIFICATE

            ,     , 20    

THE UNDERSIGNED HEREBY CERTIFIES ON BEHALF OF MILACRON LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”), IN HIS OR HER CAPACITY AS AN OFFICER AND NOT INDIVIDUALLY, AS FOLLOWS AS OF THE DATE HEREOF:

1. I am a Responsible Officer of the Borrower.

2. I have reviewed the terms of that certain Term Loan Agreement dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”; terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement), among the Borrower, MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent, and the other agents named therein, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

Exhibit C-1

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered as of the date first written above pursuant to Section 5.2(f) of the Term Loan Agreement.

MILACRON LLC

By:

Name:

Title:

Exhibit C-2

Exhibit D

to the Term Loan Agreement

FORM OF NOTE

Date: [●]

FOR VALUE RECEIVED, the undersigned, hereby promises to pay                             to or its registered assigns (the “Lender”), in accordance with the provisions of the Term Loan Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Loan made by the Lender to the Borrower (as defined below) under that certain Term Loan Agreement, dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement”; terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement), by and among MILACRON LLC, a Delaware limited liability company (the “Borrower”), MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent, and the other parties party thereto.

The Borrower promises to pay interest on the aggregate unpaid principal amount of each Loan made by the Lender to the Borrower under the Term Loan Agreement from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Term Loan Agreement.

This Note (this “Note”) is one of the Notes referred to in the Term Loan Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Term Loan Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, as applicable, immediately due and payable all as provided in the Term Loan Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.

The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Exhibit D-1

MILACRON LLC,

as Borrower

By:

Name:

Title:

Exhibit D-2

Exhibit E-1

to the Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement, dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among MILACRON LLC, a Delaware limited liability company (the “Borrower”), MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and the other agents named therein. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent), and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:

Name:

Title:

Date:                  , 20[    ]

Exhibit E-1-1

Exhibit E-2

to the Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement, dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among MILACRON LLC, a Delaware limited liability company (the “Borrower”), MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent, and the other agents named therein. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date:                  , 20[    ]

Exhibit E-2-1

Exhibit E-3

to the Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement, dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among MILACRON LLC, a Delaware limited liability company (the “Borrower”), MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent, and the other agents named therein. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the conduct of a U.S. trade or business by the undersigned or its direct or indirect partners/members that are claiming the portfolio interest exemption.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF PARTICIPANT]

By:

Name:

Title:

Date:                  , 20[    ]

Exhibit E-3-1

Exhibit E-4

to the Term Loan Agreement

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Term Loan Agreement, dated as of May 14, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), by and among MILACRON LLC, a Delaware limited liability company (the “Borrower”), MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, the Lenders party thereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) and the other agents named therein. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.

Pursuant to the provisions of Section 2.17 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the conduct of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[NAME OF LENDER]

By:

Name:

Title:

Date:                  , 20[    ]

Exhibit E-4-1

SCHEDULE I

Lenders and Commitments

Lender	Commitment
Bank of America, N.A.	$	730,000,000

SCHEDULE II

Notice Addresses

If to an Obligor:

Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

Attention: Hugh O’Donnell, Vice President

Telecopier: (513) 487-5086

Electronic Address: Hugh_odonnell@milacron.com

with copy to:

Weil, Gotshal & Manges LLP,

767 Fifth Avenue

New York, NY 10153

Attention: Andrew Colao

Telecopier: (212) 310-8830

Electronic Address: andrew.colao@weil.com

If to the Administrative Agent or Collateral Agent:

JPMorgan Chase Bank, N.A.

Wholesale Loan Operations

500 Stanton Christiana Road

Ops 2 Floor 3

Newark, DE 19713

Attention: Robert Nichols

Telecopier: 302 634 4733

Electronic Address: Robert.J.Nichols@jpmorgan.com

with a copy to:

JPMorgan Chase Bank, N.A.

IB Credit Risk Management

383 Madison Avenue, 24th Floor

Attention: Robert Bryant

Telecopier: 212-270-5100

Electronic Address: rob.d.bryant@jpmorgan.com

SCHEDULE 1.1(a)

Unrestricted Subsidiaries

Milacron Plastics Machinery (Jiangyin) Co. Ltd. (China)

SCHEDULE 4.4

Names and Capital Structure

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Milacron Intermediate Holdings Inc. (Delaware)	11.973	Milacron HoldingsCorp.
Milacron LLC (Delaware)	1 membership interest	Milacron Intermediate Holdings Inc.
Mcron Finance Corp. (Delaware)	1000 shares	Milacron LLC
DME Company LLC (Delaware)	1 membership interest	Milacron LLC
Milacron Plastics Technologies Group LLC (Delaware)	1 membership interest	Milacron LLC
Cimcool Industrial Products LLC (Delaware)	1 membership interest	Milacron LLC
Milacron Marketing Company LLC (Delaware)	1 membership interest	Milacron LLC
Kortec, Inc. (Massachusetts)	100 shares common stock	Milacron LLC
Cimcool Korea, Inc. (Korea)	263,200	Cimcool Industrial Products LLC
Ferromatik Milacron India Pvt. Ltd. (India)	2,689,830	Milacron Marketing Company LLC
Milacron Equipamentos Plasticos Ltd. (Brazil)	530,002	99.99% owned by Milacron Marketing Company LLC .01% owned by Milacron Plastics Technologies Group LLC

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Milacron Canada Corp. (Ontario)	3,712,765	Milacron Marketing Company LLC
Milacron Mexico Plastics Services S.A. de C.V. (Mexico)	1,000	99.9% owned by Milacron LLC .1% owned by Milacron Marketing Company LLC
Milacron Services S.A. de C.V. (Mexico)	1,000	99.9% owned by Milacron LLC .1% owned by Milacron Marketing Company LLC
Milacron Marketing (Shanghai) Co. Ltd. (China)	$1,200,000 USD registered capital	Milacron Marketing Company LLC
D-M-E (China) Limited (Hong Kong)	HK $5,332,000	DME Company LLC
D-M-E Trading (Shenzhen) Company (China)	RMB 4,000,000	D-M-E (China) Limited
DME (India) Private Limited (India)	8,600,000	50% owned by DME Company LLC and 50% owned by Mold- Masters Technologies Private Limited
Milacron Plastics Machinery (Jiangyin) Co. Ltd. (China)	$17,000,000 USD registered capital	Milacron Plastics Technologies Group LLC
Cimcool Industrial Products (Shanghai) Co. Ltd. (China)	$1,500,000 USD registered capital	Cimcool Korea, Inc.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Milacron-Mexicana Sales S.A. de C.V. (Mexico)	212,555	99.5295% owned by Milacron Canada Corp .47% owned by Milacron Services S.A. .0005% owned by Milacron Marketing Company LLC
Milacron Plastics Holding GmbH (Germany)	1 quota (€25,000)	Milacron B.V.
Uniloy Milacron Germany GmbH (Germany)	12,868,000	Milacron Plastics Holding GmbH
Milacron Czech Republic S.P.O.L., s.r.o. (Czech Republic)	100,000	Uniloy Milacron Germany GmbH
D-M-E Normalien GmbH (Germany)	50,000	Milacron Plastics Holding GmbH
D-M-E Czech Republic s.r.o. (Czech Republic)	105,000	99% owned by D-M- E Normalien GmbH 1% owned by Milacron B.V.
Ferromatik Milacron GmbH (Germany)	30,000,000	Milacron B.V.
Ferromatik France (France)	3,700	Ferromatik Milacron GmbH
Milacron Plastics Iberica S.L. (Spain)	3,010	Milacron B.V.
Milacron Nederlands B.V. (Netherlands)	40	Milacron B.V.
Cimcool Europe B.V. (Netherlands)	40	Milacron Netherlands B.V.
Cimcool Polska SP. z.o.o. (Poland)	100	Cimcool Europe B.V.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Cimcool Industrial Products B.V. (Netherlands)	101	Milacron Nethrlands B.V.
D-M-E Europe CVBA (Belgium)	2,500	Milacron B.V.
VSI International N.V. (Belgium)	3,750	D-M-E Europe CVBA
Milacron U.K. Ltd. (U.K.)	500,000	Milacron B.V.
Uniloy Milacron S.R.L. (Italy)	1 quota (€2,000,000)	Milacron B.V.
Mold-Masters Luxembourg Holdings S.À.R.L. (Luxembourg)	125,916,003 class A common shares 166,470,768 class B common shares 16,210 class C preferred shares 21,445 class D preferred shares	Milacron B.V.
Milacron B.V. (Netherlands)	1,184 shares	Milacron Investments B.V.
Milacron Investments B.V. (Netherlands)	20 shares	Milacron Dutch Cooperative U.A.
Milacron Dutch Cooperative U.A. (Netherlands)	N/A	Milacron Netherlands Holdings C.V. owns 99% of \equity Milacron International Holdings LLC owns 1% of equity
Milacron Netherlands Holdings C.V. (Netherlands)	N/A	Milacron LLC owns 99% of equity Milacron International Holdings LLC owns 1% of equity

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters Luxembourg Acquisitions S.À.R.L. (Luxembourg)	81,754,000	Mold-Masters Luxembourg Holdings S.À.R.L.
Mold-Masters (2007) Limited (Canada)	45,560,000 Exchangeable 107,354,868 common shares	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 45,560,000 Exchangeable shares Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 107,354,868 common shares
Mold-Masters USA Holdings, Inc. (Delaware)	886	Milacron LLC
Mold-Masters Injectioneering LLC (South Carolina)	100 units	Mold-Masters USA Holdings, Inc.
Mold-Masters Hot Runner Injection Mexico S.A. de C.V. (Mexico, Distrito Federal)	50,000 class 1 shares	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 49,999 Class 1 shares Mold-Masters USA Holdings, Inc. holds 1 Class 1 share
Mold-Masters do Brasil Industria e Commercio de Sistemas de Camaras Quentes Ltda. (Brazil)	4,200,000 quotas	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 4,199,999 quotas Mold-Masters (2007) Limited holds 1 quota
Mold-Masters (UK) Ltd. (United Kingdom)	30,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Beteiligungsverwaltung GmbH (Austria)	1 share quota with nominal value of €35,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters Handelgesellschaft GmbH (Austria)	1 share quota with nominal value of €36,000	Mold-Masters Beteiligungsverwaltun g GmbH
Mold-Masters France SAS (France)	15,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Europa GmbH (Germany)	1 share in the nominal amount of DEM 1,000,000 1 share in the nominal amount of DEM 250,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Kabushiki Kaisha (Japan)	880	Mold-Masters Europa GmbH
Mold-Masters Hong Kong Acquisitions Limited (Hong Kong)	1,481	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold Masters (Kunshan) Co. Ltd. (People’s Republic of China)	850	Mold-Masters Hong Kong Acquisition Limited
Mold-Masters Trade International (Shanghai) Co. Ltd. (People’s Republic of China)	50	Mold-Masters Hong Kong Acquisition Limited
Mold-Masters Singapore (MMS) Pte. Ltd. (Singapore)	260,1001	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Singapore Pte. Ltd. (Singapore)	100,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.

¹  There is a slight inconsistency in the minute books regarding the total number of shares issues. One record indicates 260,000 ordinary shares are issued and outstanding and the other record indicates 260,100 ordinary shares are issued and outstanding.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters Technologies Private Limited (India)	1,048,8682	Yedatore Ramarao Anand holds 1 share Mold-Masters Singapore (MMS) Pte. Ltd. holds 1,048,867 shares
Mold-Masters Korea Ltd. (Korea)	60,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.

²  There is a slight inconsistency in the minute books regarding the total number of shares issues. One record indicates 1,048,868 ordinary shares are issued and outstanding and the other record indicates 1,048,867 ordinary shares are issued and outstanding.

SCHEDULE 4.10

[List of Patents]

[List of Trademarks]

[List of Copyrights]

UNITED STATES PATENTS

Domain Names

Registrant	Domain Name	Expiration Date
ABBA SYSTEMS, INC.	ABBASYSTEMS.COM		8/17/2021
MILACRON LLC	AUTOJECTORS.COM		2/13/2016
MILACRON LLC	BEMOREATMILACRON.COM		12/27/2021
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCLEAN.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ASIA		6/30/2019
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.BE		3/30/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.BG		2/28/2016
MILACRON CANADA LTD.	CIMCOOL.CA		3/28/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CH		5/28/2019
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.EE		9/24/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.NO		7/2/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.UK		7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.ZA		7/5/2017
MILACRON LLC	CIMCOOL.COM		2/23/2017
MILACRON CANADA LTD.	CIMCOOL.COM.MX		12/13/2015
CIMCOOLPOLAND	CIMCOOL.COM.PL		2/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.PT		6/28/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.TR		4/27/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.UA		12/10/2015
CIMCOOL EUROPE CZECH	CIMCOOL.CZ		7/1/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.DE		11/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ES		7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.FR		2/25/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.GR		9/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.HU		10/1/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.IN		12/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.IT		2/26/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.LT		9/22/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NET		8/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NET.PL		12/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NL		3/30/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ORG		7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.PL		2/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.RO		10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.RU		9/28/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.SE		2/26/2016
REGISTRANT NOT REPORTED	CIMCOOL.SK		6/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLAPAC.COM		11/30/2020
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLDENMARK.DK		9/24/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLEUROPE.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLINDUSTRIALPRODUCTS.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMPERIAL.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMSTAR.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMTECH.EU		4/29/2015
CIMCOOL INSDUSTRAIL PRODUCTS CN	CINCINNATIMILACRON.NET		7/26/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	COOLANTS.EU		4/29/2015

UNITED STATES PATENTS

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON LLC	DME.NET		1/11/2020
DME CHINA LTD	DMECHINA.NET		8/31/2015
MILACRON LLC	DMECO.COM		2/16/2018
DME COMPANY LLC	DMECOMPANY.COM		6/8/2016
MILACRON LLC	DMEEU.COM		3/28/2017
MILACRON LLC	DMEUNIVERSITY.NET		7/23/2018
MILACRON MARKETING COMPANY LLC	EDGEGATING.COM		12/17/2015
MILACRON MARKETING COMPANY LLC	EHOTRUNNER.COM		1/8/2016
MILACRON MARKETING COMPANY LLC	EHOTRUNNERS.COM		12/16/2015
MILACRON MARKETING COMPANY LLC	E-HOTRUNNERS.COM		12/16/2015
MILACRON LLC	EJECTORBLADES.COM		6/8/2016
MILACRON LLC	EJECTORPINS.COM		6/8/2016
MILACRON LLC	EJECTORSLEEVES.COM		6/8/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	EVERYDROPISWORTHIT.EU		4/29/2015
MILACRON LLC	EXTRUSIONSERVISES.COM		8/25/2015
FERROMATIK MILACRON AG	FERROMATIK.CH
FERROMATIK MILACRON GMBH	FERROMATIK.COM		3/8/2016
FERROMATIK MILACRON GMBH	FERROMATIK.DE
REGISTRANT NOT REPORTED	FERROMATIK.DK		9/30/2015
REGISTRANT NOT REPORTED	FERROMATIK.ORG		2/14/2016
MILACRON MARKETING COMPANY LLC	HOTHALF.COM		2/1/2016
MILACRON MARKETING COMPANY LLC	HOT-RUNNER.COM		11/24/2015
MILACRON LLC	HOTRUNNERMOLDING.COM		6/7/2016
MILACRON LLC	HOTRUNNERS.CA		4/29/2016
MILACRON MARKETING COMPANY LLC	HOTRUNNERS.CO		5/8/2017
MILACRON MARKETING COMPANY LLC	HOTRUNNERSONLINE.COM		11/28/2015
MILACRON LLC	HOTRUNNERSYSTEMS.COM		6/8/2016
MILACRON MARKETING COMPANY LLC	IMSIPLASTICS.COM		6/4/2017
KORTEC, INC.	KORTEC.COM		5/1/2017
MILACRON MARKETING COMPANY LLC	MASTERPETSYSTEMS.COM		9/24/2015
MILACRON LLC	MASTERUNITDIE.COM		10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	METALWORKINGFLUIDS.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILACOOL.EU		4/19/2015
REGISTRANT NOT REPORTED	MILACORN.EU		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.AT		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CA		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CH		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CO.UK		1/8/2016
MILACRON LLC	MILACRON.COM		12/29/2019
REGISTRANT NOT REPORTED	MILACRON.COM.CN		12/20/2018
MILACRON MARKETING COMPANY LLC	MILACRON.DE		1/8/2016
MILACRON LLC	MILACRON.ES		1/22/2016
REGISTRANT NOT REPORTED	MILACRON.FR		1/22/2016
MILACRON LLC	MILACRON.HK		1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.IN		1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.JP		1/31/2016
REGISTRANT NOT REPORTED	MILACRON.KR		1/22/2016
REGISTRANT NOT REPORTED	MILACRON.MX		1/8/2016

24

UNITED STATES PATENTS

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON LLC	MILACRON.NET		3/28/2019
MILACRON LLC	MILACRON.ORG		3/28/2019
MILACRON LLC	MILACRONAFTERMARKET.COM		7/1/2023
MILACRON MARKETING COMPANY LLC	MILACRONCERTIFIED.COM		12/5/2018
MILACRON LLC	MILACRONINDIA.COM		6/30/2015
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.BIZ		9/23/2017
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.COM		1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.NET		1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONPREOWNED.COM		12/5/2018
MILACRON MARKETING COMPANY LLC	MILACRONUSED.COM		12/5/2018
CIMCOOL INDUSTRIAL PRODUCTS BV	MILFORM.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILPRO.EU		4/29/2015
MILACRON MARKETING COMPANY LLC	MMHOTRUNNERS.COM		11/28/2015
MILACRON LLC	MOLDACTION.COM		6/7/2016
MILACRON LLC	MOLDASSEMBLIES.COM		6/7/2016
MILACRON LLC	MOLDBASES.COM		6/7/2016
MILACRON LLC	MOLDCOMPONENTS.COM		6/7/2016
MILACRON LLC	MOLDCOOLING.COM		6/7/2016
MILACRON LLC	MOLDINGUNDERCUTS.COM		7/28/2016
MILACRON LLC	MOLDMASTER.CA		11/28/2015
MILACRON MARKETING COMPANY LLC	MOLD-MASTER.COM		11/28/2017
MILACRON LLC	MOLDMASTERS.CA		1/19/2017
MILACRON LLC	MOLD-MASTERS.CA		11/28/2015
REGISTRANT NOT REPORTED	MOLDMASTERS.CN		11/16/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.CO		4/8/2017
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.CO		5/8/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.COM		1/18/2018
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.COM		11/28/2017
MOLD-MASTERS LIMITED	MOLDMASTERS.ES		8/11/2016
MOLD-MASTERS LIMITED	MOLDMASTERS.IN		12/22/2015
MILACRON LLC	MOLDMASTERS.MX		1/13/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.NET		12/13/2016
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.ORG		12/13/2016
MILACRON LLC	MOLDMONITOR.COM		7/23/2016
MILACRON LLC	MOLDMONITOR.NET		7/23/2016
MILACRON LLC	MOLDTOOLING.COM		6/7/2016
MILACRON MARKETING COMPANY LLC	MPETSYSTEMS.COM		9/24/2015
MILACRON LLC	NICKERSONMACHINERY.COM		10/13/2016
MILACRON LLC	NORTHERNSUPPLY.COM		2/28/2016
MILACRON MARKETING COMPANY LLC	OAKINTERNATIONAL.BIZ		12/5/2015
MILACRON LLC	OAKINTERNATIONAL.COM		9/25/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	OAKINTERNATIONAL.EU		4/29/2015
MILACRON CANADA CORP	OAKSIGNATURE.CA		12/14/2015
MILACRON LLC	PLASTICSPROCESSING.COM		10/29/2017
MILACRON LLC	PLASTICSTOOLING.COM		6/7/2016
MILACRON MARKETING COMPANY LLC	PPMPLASTICS.COM		3/9/2018
MILACRON LLC	PRODUCTOCHEMICALS.COM		8/16/2015
MILACRON LLC	PRODUCTOCLEANERS.COM		3/10/2016

25

UNITED STATES PATENTS

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON LLC	PROGRESSPRECISION.COM		9/13/2017
FERROMATIK MILACRON, INC.	ROBOSHOT.COM		1/3/2016
FERROMATIK MILACRON, INC.	ROBOSHOT.NET		1/3/2016
MILACRON LLC	SERVTEK.COM		3/19/2017
MILACRON LLC	SERVTEKPARTS.COM		6/30/2016
MILACRON MARKETING COMPANY LLC	STACKMOLDS.COM		12/14/2016
MILACRON LLC	STARCHEM.NET		5/23/2017
MILACRON LLC	TEMPCONTROLS.COM		6/7/2016
MILACRON MARKETING COMPANY LLC	TEMPMASTER.COM		12/15/2016
REGISTRANT NOT REPORTED	TIRAD.CZ		11/7/2015
MILACRON UK LTD	UNILOY.CO.UK		12/4/2016
MILACRON MARKETING COMPANY LLC	UNILOY.COM		5/14/2032
UNILOY MILACRON GERMANY GMBH	UNILOY.DE
UNILOY MILACRON SRL	UNILOY.IT		8/6/2015
MILACRON LLC	UNILOY.NET		5/19/2020
MILACRON LLC	UNILOY.US		5/19/2020
MILACRON MARKETING COMPANY LLC	UNILOYMILACRON.COM		10/26/2016
UNILOY MILACRON GERMANY GMBH	UNILOY-MILACRON.DE
MILACRON LLC	UNILOYNA.COM		5/19/2020
MILACRON LLC	UNILOYNORTHAMERICA.COM		5/19/2020
MILACRON LLC	UNILOYSPRINGFIELD.COM		5/19/2020
MILACRON LLC	USEDEXTRUDERS.COM		8/5/2015
MILACRON MARKETING COMPANY LLC	VALVEGATE.COM		12/17/2015
MILACRON MARKETING COMPANY LLC	VALVEGATING.COM		12/17/2015
MILACRON LLC	WEARTECHNOLOGY.COM		11/4/2016
MILACRON CANADA LTD	YOURFLUIDDOCTOR.COM		10/31/2015

26

[List of IP Agreements]

SCHEDULE 5.14(a)

Closing Date Mortgaged Property

Fee-owned Real Estate

	Entity	Country, State, and County	City	Street Address	Use
1.	Milacron LLC	USA, Ohio, Hamilton County	Cincinnati	3000/3010 Disney Street	Manufacturing and Corporate Office
2.	Milacron LLC	USA, Ohio, Brown County	Mt. Orab	418 West Main Street	Manufacturing
3.	Milacron LLC	USA, Ohio, Clermont County	Batavia	4165 Half Acre Road	Office, Warehouse and Manufacturing
4.	DME Company LLC	USA, Michigan, Oakland County	Madison Heights	29111 Stephenson Hwy	Manufacturing/Office
5.	DME Company LLC	USA, Pennsylvania, Westmoreland County	Youngwood	70 East Hillis Street	Manufacturing

28

SCHEDULE 6.1

Existing Debt

Company	Lender	Debt Outstanding As of 12/31/2014
EUROPE:
Uniloy Milacron S.R.L.	Banca Nazionale del Lavoro	$	911,660
Uniloy Milacron S.R.L.	Banca Popolare di Milano	$	972,437
Uniloy Milacron S.R.L.	Banca Popolare di Bergamo	$	1,093,991
Tirad s.r.o.	Waldviertler Sparkasse	$	160,611
Tirad s.r.o.	S MORAVA Leasing	$	41,661
Tirad s.r.o.	IMPULS-Austria Leasing	$	1,098,879
Tirad s.r.o.	SBERBANK CZ	$	149,705
Tirad s.r.o.	CSOB, a.s.	$	63,375
ROW:
Milacron Plastics Machinery Jiangyin Co. Ltd.	Agricultural Bank of China	$	2,652,606
Milacron Plastics Machinery Jiangyin Co. Ltd.	Agricultural Bank of China	$	3,536,808
Ferromatik Milacron India Private Limited	HDFC Bank	$	63,776

SCHEDULE 6.2

Existing Liens

None.

30

SCHEDULE 6.4

Contingent Obligations

Guaranties (pursuant to clause (c) of the definition of “Permitted Contingent Obligations”):

GUARANTOR	BANK	ON BEHALF OF	FACILITY	EXECUTION DATE	EXPIRATION DATE
Milacron LLC	Banca Popolare di Milano	Uniloy Milacron S.R.L.	1,400,000.00 EUR	July 23, 2012	N/A

SCHEDULE 6.5

Permitted Investments

None.

SCHEDULE 6.10

Existing Affiliate Transactions

1. Managing Director Agreement dated 21 January 2008 between B.V.B.A.-Office Solutions.biz and D-M-E Europe CVBA for the provision of managing director services by Denis Poelman, as amended 13 August 2014 to add the provision of such services for Ferromatik Milacron GmbH

2. Consultancy Services Agreement dated 26 November 2010 between D-M-E Europe CVBA and Adjungo BVBA for the provision of financial services by Xavier Leseultre.

3. Consulting Agreement dated 30 April 2015 between Uniloy Milacron s.r.l. and C&O S.R.L. (company established by Cesare Cerizza) for provision of services related to the transition of assembly operations and matters as determined by the Company.

4. Agreement with Vincent Guille and D-M-E Europe CVBA.

5. Consulting Agreement dated 7 January 2015 between Paul Swenson and Milacron LLC for the provision of consulting services related to multilayer co-injection systems and other projects as determined by the Company.

33

EX-10.2

Exhibit 10.2

EXECUTION VERSION

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT, dated as of May 14, 2015 (this “Amendment”), is entered into by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), Milacron Canada Corp., a corporation formed under the laws of Ontario (the “Canadian Guarantor”), BANK OF AMERICA, N.A., a national banking association, in its capacities as administrative agent for the Lenders and as collateral agent for the Secured Parties (the “Agent”), and the lenders party hereto and under the Second Amended and Restated Credit Agreement dated as of October 17, 2014 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Second Amended Credit Agreement”) entered into among the Borrower, the Agent, each lender from time to time party thereto (collectively, the “Lenders”) and the other parties thereto.

PRELIMINARY STATEMENTS

A. The parties hereto wish to amend and restate (i) the Second Amended Credit Agreement in its entirety on the terms set forth herein and in the Third Amended and Restated Credit Agreement (as defined below), (ii) the Security Agreement, dated as of April 30, 2012 (the “U.S. Security Agreement”), by and among the Agent, the U.S. Borrowers and the Guarantors, in its entirety on the terms set forth herein and in the Amended and Restated U.S. Security Agreement (as defined below), (iii) the Pledge Agreement, dated as of April 30, 2012 (the “U.S. Pledge Agreement”), by each U.S. Obligor in favor of the Agent, in its entirety on the terms set forth herein and in the Amended and Restated U.S. Pledge Agreement (as defined below) and (iv) the Canadian Security Agreement, dated as of March 28, 2013 (the “Canadian Security Agreement”), by and among the Agent, the Canadian Borrower and the Canadian Guarantor, in its entirety on the terms set forth herein and in the Amended and Restated Canadian Security Agreement (as defined below).

B. Each Lender that has returned an executed signature page to this Amendment has agreed to amend (i) the Second Amended Credit Agreement to be in the form of Exhibit A hereto, (ii) the U.S. Security Agreement to be in the form of Exhibit B hereto, (iii) the U.S. Pledge Agreement to be in the form of Exhibit C hereto and (iv) the Canadian Security Agreement to be in the form of Exhibit D hereto.

C. The parties hereto intend that (i) all Loans, Letters of Credit (each as defined in the Second Amended Credit Agreement) or other credit extensions outstanding under the Second Amended Credit Agreement immediately prior to the Third Restatement Date (as defined below) shall continue as Loans, Letters of Credit or other credit extensions, as applicable, under the Third Amended and Restated Credit Agreement, (ii) all amounts owing by the Borrowers under the Second Amended Credit Agreement to any Person in respect of accrued and unpaid interest and fees on the Loans, Commitments and Letters of Credit (each as defined in the Second Amended Credit Agreement) immediately prior to the Third Restatement Date shall continue to be due and owing on such Loans, Commitments and Letters of Credit under the Third Amended and Restated Credit Agreement and (iii) any Person entitled to the benefits of Sections 3.6, 5.7, 5.8, 10.3, 11.5, 11.14 and 14.2 of the Second Amended Credit Agreement immediately prior to the Third Restatement Date shall continue to be entitled to the benefits of the corresponding provisions of the Third Amended and Restated Credit Agreement. Upon the effectiveness of this Amendment, the Third Amended and Restated Credit Agreement, the Amended and Restated U.S. Security Agreement, the Amended and Restated U.S. Pledge Agreement, the Amended and Restated Canadian

-1-

Security Agreement, each Loan Document other than the Second Amended Credit Agreement, the U.S. Security Agreement, the U.S. Pledge Agreement and the Canadian Security Agreement that was in effect immediately prior to the Third Restatement Date shall continue to be effective.

NOW, THEREFORE, in consideration of the premises contained herein and in the Third Amended and Restated Credit Agreement, the U.S. Security Agreement and the U.S. Pledge Agreement and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Third Amended and Restated Credit Agreement.

SECTION 2. Amendment and Restatement. Effective as of the Third Restatement Date, and subject to the terms and conditions set forth herein, (a) the Second Amended Credit Agreement is hereby amended and restated in the form of Exhibit A hereto (the Second Amended Credit Agreement, as so amended and restated, being referred to as the “Third Amended and Restated Credit Agreement”), (b) Schedule I attached hereto is hereby incorporated as Schedule I to the Third Amended and Restated Credit Agreement, (c) the U.S. Security Agreement is hereby amended and restated in the form of Exhibit B hereto (the U.S. Security Agreement, as so amended and restated, being referred to as the “Amended and Restated U.S. Security Agreement”) and (d) the U.S. Pledge Agreement is hereby amended and restated in the form of Exhibit C hereto (the U.S. Pledge Agreement, as so amended and restated, being referred to as the “Amended and Restated U.S. Pledge Agreement”). The rights and obligations of the parties to the Second Amended Credit Agreement, the U.S. Security Agreement, the U.S. Pledge Agreement and the Canadian Security Agreement with respect to the period prior to the Third Restatement Date shall not be affected by such amendment and restatement.

SECTION 3. Consent. The Lenders party hereto hereby consent to the amendment and restatement of the Canadian Security Agreement in the form of Exhibit D hereto (the Canadian Security Agreement, as so amended and restated, being referred to as the “Amended and Restated Canadian Security Agreement”).

SECTION 4. Conditions of Effectiveness. This Amendment and the amendment and restatement of the Second Amended Credit Agreement, the U.S. Security Agreement and the U.S. Pledge Agreement as set forth in Section 2 hereof, and the consent to the amendment and restatement of the Canadian Security Agreeement as set forth in Section 3 hereof, shall become effective as of the first date (such date being referred to as the “Third Restatement Date”) when each of the following conditions shall have been satisfied:

(a) Execution of Documents. The Agent shall have received (i) this Amendment, duly executed and delivered by the Borrowers, Guarantors and the Required Lenders (as defined in the Second Amended Credit Agreement), (ii) the Amended and Restated Canadian Security Agreement, duly executed and delivered by the Canadian Borrower and the Canadian Guarantor and (iii) the Confirmation, duly executed and delivered by the Canadian Borrower and the Canadian Guarantor.

(b) Fees. The Lead Borrower shall have paid to Bank of America, N.A. all reasonable and documented out-of-pocket expenses of the Agent (including the reasonable and documented fees and expenses of Cahill Gordon & Reindel LLP, counsel to the Agent and Norton Rose Fulbright, special Canadian, German, Italian, United Kingdom and French counsel to the Agent), and, if reasonably necessary, the reasonable and documented fees and expenses of one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in

-2-

multiple jurisdictions) required to be reimbursed or paid by the Borrower hereunder or under the Third Amended and Restated Credit Agreement or any other Loan Document, and invoiced at least two (2) Business Days prior to the Third Restatement Date.

(c) Representations. The representations and warranties set forth in Section 5 hereof are true and correct on and as of the Third Restatement Date.

(d) Other Conditions. All other conditions contained in Sections 6.1 and 6.2 of the Third Amended and Restated Credit Agreement shall have been satisfied or waived.

SECTION 5. Representations and Warranties. Each Obligor hereby represents and warrants as follows as of the date hereof:

(a) Each Obligor is duly authorized to execute, deliver and perform this Amendment. The execution, delivery and performance of this Amendment have been duly authorized by all necessary corporate or organizational action, and do not (i) contravene the applicable Organic Documents of any Obligor; (ii) violate or cause a default under any Applicable Law; or (iii) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor, except with respect to contravention, violation or imposition of any Lien referred to in clauses (ii) and (iii) above, could not reasonably be expected to result in a Material Adverse Effect.

(b) Each of this Amendment and each other Loan Document, after giving effect to the amendments pursuant to this Amendment, is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(c) Immediately after giving effect to this Amendment, no Default or Event of Default has occurred or is continuing.

(d) After giving effect to this Amendment, neither the modification of the Second Amended Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment or the performance of the Third Amended and Restated Credit Agreement, the Amended and Restated U.S. Security Agreement, the Amended and Restated U.S. Pledge Agreement and the Amended and Restated Canadian Security Agreement:

(i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document (which Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred); or

(ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens, other than the Mortgage Amendments.

(e) Immediately after giving effect to this Amendment, the representations and warranties of each Obligor set forth in Section 8 of the Third Amended and Restated Credit Agreement and in any Security Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date).

-3-

SECTION 6. Reference to and Effect on the Second Amended Credit Agreement and the Loan Documents.

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agent or the Borrowers under the Second Amended Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Second Amended Credit Agreement or any other Loan Document, all of which are ratified and reaffirmed in all respects and shall continue in full force and effect. Each Obligor reaffirms its Obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents and, as applicable, acknowledges and accepts its Obligations as to the German Obligations. Without limiting the generality of the foregoing, all Liens granted by any Obligor shall continue to be valid, enforceable and perfected Liens and shall secure the Obligations under the Third Amended and Restated Credit Agreement to the extent set forth therein.

(b) Each German Obligor, who is a party to a German Security Document, individually, and with regard to any accessory (akzessorisch) security interest created under any German Security Document in particular with respect to the provisions of section 1210 paragraph 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) hereby:

(i) confirms to each of the Secured Parties that the security interests created under any German Security Document shall remain in full force and effect and the amendments made to the Loan Documents by the Third Amended and Restated Credit Agreement shall not affect the validity (Wirksamkeit) and enforceability (Vollstreckbarkeit) of such security interests in any way; and

(ii) agrees, that from the Third Restatement Date, the security interests created under any German Security Document shall secure any and all of the German Obligations and the German Secured Bank Product Obligations (including, without limitation, any obligations owed to the Agent under the parallel debt undertaking (Parallel Debt means the parallel debt undertaking under Section 14.21 (Parallel Debt Undertaking) of the Third Amended and Restated Credit Agreement) and any obligation or liability to pay damages) which are or may become payable or owing by any German Obligor to any Secured Party or any of them pursuant to or in connection with the Loan Documents or any of them (including, but not limited to, any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt)), regardless of the definition of “Secured Obligations” contained in any German Security Document which creates a security interest, including any amounts which exceed the obligations secured by such security interests prior to the Third Restatement Date, in each case, subject to the terms of the respective Security Document, in particular the terms limiting the enforcement of any security interest against any German Obligor for reasons to maintain its registered share capital.

(c) On and after the effectiveness of this Amendment, this Amendment shall constitute a Loan Document for purposes of the Second Amended Credit Agreement and the other Loan Documents and from and after the Third Restatement Date, all references to the Credit Agreement in any Loan Document and (i) all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall, unless expressly provided otherwise, refer to the Third Amended and Restated Credit Agreement, (ii) all references in the U.S. Security Agreement to

-4-

“this Agreement”, “hereunder”, “hereof” or words of like import referring to the U.S. Security Agreement shall, unless expressly provided otherwise, refer to the Amended and Restated U.S. Security Agreement and (iii) all references in the U.S. Pledge Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the U.S. Pledge Agreement shall, unless expressly provided otherwise, refer to the Amended and Restated U.S. Pledge Agreement.

SECTION 7. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when the Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of this Amendment by telecopy or other electronic means (including “.pdf” or “.tif” format) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Notices. All communications and notices hereunder shall be given as provided in Section 14.3.1 of the Third Amended and Restated Credit Agreement.

SECTION 9. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Amendment shall remain in full force and effect. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or otherwise unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

SECTION 10. Successors. The terms of this Amendment shall be binding upon, and shall inure for the benefit of, the parties hereto and their respective successors and permitted assigns.

SECTION 11. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks).

[The remainder of this page is intentionally left blank]

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

This Amendment was executed outside of Belgium.

HOLDINGS:
MILACRON INTERMEDIATE HOLDINGS INC.
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President - Finance, Chief Financial
		Officer and Treasurer
LEAD BORROWER:
MILACRON LLC
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President - Finance and Chief Financial Officer
CANADIAN BORROWER:
MOLD-MASTERS (2007) LIMITED
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President and Treasurer
	Address for notices:
	233 Armstrong Avenue
	Georgetown, Ontario
	Canada
	905-877-0185
	Telecopy: 905-873-2818

[Signature Page to Amendment Agreement – Milacron LLC]

GUARANTOR:
KORTEC, INC.
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President and Treasurer
GUARANTOR:
MCRON FINANCE CORP.
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President - Finance, Chief Financial Officer and Treasurer
GUARANTOR:
MILACRON MARKETING COMPANY LLC
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Chief Financial Officer and Treasurer

[Signature Page to Amendment Agreement – Milacron LLC]

GUARANTOR:
CIMCOOL INDUSTRIAL PRODUCTS LLC
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Chief Financial Officer and Treasurer
GUARANTOR:
MILACRON PLASTICS TECHNOLOGIES GROUP LLC
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Chief Financial Officer and Treasurer
GUARANTOR:
DME COMPANY LLC
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Chief Financial Officer and Treasurer
GUARANTOR:
MILACRON CANADA CORP.
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Chief Financial Officer and Treasurer
	Address for notices:
	233 Armstrong Avenue
	Georgetown, Ontario
	Canada
	905-877-0185
	Telecopy: 905-873-2818

[Signature Page to Amendment Agreement – Milacron LLC]

GERMAN BORROWERS:
FERROMATIK MILACRON GMBH
By:	/s/ Denis Poelman
	Name:	Denis Poelman
	Title:	Managing Director
	Address for notices:
	Riegeler Straße 4
	79364 Malterdingen
	Germany
UNILOY MILACRON GERMANY GMBH
By:	/s/ Denis Poelman
	Name:	Denis Poelman
	Title:	Managing Director
	Address for notices:
	Hauptstraße 10
	14979 Großeeren
	Germany
DME NORMALIEN GMBH
By:	/s/ Denis Poelman
	Name:	Denis Poelman
	Title:	Managing Director
	Address for notices:
	Donaustraße 32
	36043 Fulda Germany

[Signature Page to Amendment Agreement – Milacron LLC]

MOLD-MASTERS EUROPA GMBH
By:	/s/ Hans Hagelstein
	Name:	Hans Hagelstein
	Title:	Managing Director
	Address for notices:
	Neumattring 1
	76532 Baden-Baden
	Germany

[Signature Page to Amendment Agreement – Milacron LLC]

GUARANTOR:
D-M-E EUROPE CVBA
By:	/s/ Denis Poelman
	Name:	Denis Poelman
	Title:	Managing Director
	Address for notices:
	Industriepark Noord 1, Oude Baan 1
	2800 Mechelen
	Belgium

[Signature Page to Amendment Agreement – Milacron LLC]

GUARANTOR:
UNILOY MILACRON SRL
By:	/s/ Colin Campbell Fisher Taylor
	Name:	Colin Campbell Fisher Taylor
	Title:	Director
	Address for notices:
	Via Alessandrini 43
	I – 20013 Magenta (MI)
	Italy
	Tel: +39-02-970007-264
	Fax: +39-02-97280109
	Attention: Managing Director

[Signature Page to Amendment Agreement – Milacron LLC]

GUARANTOR:
CIMCOOL EUROPE B.V.
By:	/s/ Gerrit Jue
	Name:	Gerrit Jue
	Title:	Managing Director
	Address for notices:
	Schiedanseijk 20
	Vlaardingen
	3134 KK
	The Netherlands
GUARANTOR:
MILACRON B.V.
By:	/s/ Gerrit Jue
	Name:	Gerrit Jue
	Title:	Managing Director
	Address for notices:
	Schiedanseijk 20
	Vlaardingen
	3134 KK
	The Netherlands

[Signature Page to Amendment Agreement – Milacron LLC]

AGENT AND LENDER:
BANK OF AMERICA, N.A.,
as Agent and Lender
By:	/s/ Brad H. Breidenbach
	Title:	Senior Vice President
	Attn:	Brad H. Breidenbach
	Telecopy: 312.453.3849

[Signature Page to Amendment Agreement – Milacron LLC]

BANK OF AMERICA (ACTING THROUGH
ITS CANADIAN BRANCH),
as a Lender
By:	/s/ Sylwia Durkiewicz
	Title:	Vice President
	Attn:	Sylwia Durkiewicz
	Telecopy: (312) 453-4041

[Signature Page to Amendment Agreement – Milacron LLC]

BANK OF AMERICA, N.A. (ACTING THROUGH ITS LONDON BRANCH),
	as Agent and Lender
By:	/s/ Brad H. Breidenbach
	Title:	Senior Vice President
	Attn:	Brad H. Breidenbach
	Telecopy: 312.453.3849

[Signature Page to Amendment Agreement – Milacron LLC]

THIRD AMENDMENT & RESTATEMENT LEAD ARRANGER AND BOOKRUNNER:
BANK OF AMERICA, N.A.
as Third Amendment & Restatement Lead Arranger
By:	/s/ Brad H. Breidenbach
	Title:	Senior Vice President
	Attn:	Brad H. Breidenbach
	Telecopy: 312.453.3849

[Signature Page to Amendment Agreement – Milacron LLC]

ROYAL BANK OF CANADA,
as a Lender,
By:	/s/ Jason C. Hedrick
	Title:	Authorized Signatory
	Attn:	Jason C. Hedrick

[Signature Page to Amendment Agreement – Milacron LLC]

J.P. MORGAN CHASE BANK, N.A.,
as a Lender,
By:	/s/ Robert Bryant
	Title:	Executive Director
	Attn:	Robert Bryant

 Telecopy: 212-270-5100

[Signature Page to Amendment Agreement – Milacron LLC]

BARCLAYS BANK PLC,
as a Lender,
By:	/s/ Marguerite Sutton
Name:	Marguerite Sutton
Title:	Vice President

[Signature Page to Amendment Agreement – Milacron LLC]

KeyBank National Association,
as a Lender,
By:	/s/ Linda Skinner
Title:	VP

[Signature Page to Amendment Agreement – Milacron LLC]

Credit Suisse AG, Cayman Islands Branch,
as a Lender,
By:	/s/ Vipul Dhadda
	Title:	VIPUL DHADDA
	Attn:	AUTHORIZED SIGNATORY

  Telecopy:

By:	/s/ Michaela Kenny
	Title:	Michaela Kenny
	Attn:	Authorized Signatory

  Telecopy:

[Signature Page to Amendment Agreement – Milacron LLC]

Credit Suisse AG, Toronto Branch, as a Lender,
By:	/s/ Alain Daoust
	Title:	Alain Daoust
	Attn:	Authorized Signatory

	Telecopy:	416.352.0927
By:	/s/ Sam Farrell

Title:	Sam Farrell
Attn:	VP Operations

 Telecopy: 416-352-4683

[Signature Page to Amendment Agreement – Milacron LLC]

SOCIÉTÉ GÉNÉRALE,
as a Lender,
By:	/s/ Carol Radice
	Title:	Director
	Attn:	Carol Radice

 Telecopy: 201 839-8124

[Signature Page to Amendment Agreement – Milacron LLC]

SCHEDULE I

to Third Amended and Restated Credit and Guaranty Agreement

COMMITMENTS OF LENDERS

Lender	U.S. Revolver Commitment		Canadian Revolver Commitment		German Revolver Commitment
Bank of America, N.A.	$	36,800,000	$	—	$	—
Royal Bank of Canada	$	12,800,000	$	3,200,000	$	—
JPMorgan Chase Bank, N.A.	$	10,400,000	$	2,600,000	$	—
Barclays Bank PLC	$	10,400,000	$	2,600,000	$	—
Keybank National Association	$	5,600,000	$	1,400,000	$	—
Credit Suisse AG, Cayman Islands Branch	$	3,200,000	$	—	$	—
Société Générale	$	800,000	$	200,000	$	—
Bank of America, N.A. (acting through its Canada branch)	$	—	$	9,200,000	$	—
Credit Suisse AG, Toronto Branch	$	—	$	800,000	$	—
Bank of America, N.A. (acting through its London branch)					$	25,000,000
Total	$	80,000,000	$	20,000,000	$	25,000,000

Schedule I

EXHIBIT A

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

A-1

EXHIBIT A

THIRD AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Dated as of April 30, 2012

Amended and Restated as of March 28, 2013

Further Amended and Restated as of October 17, 2014

Further Amended and Restated as of May 14, 2015

by and among

MILACRON INTERMEDIATE HOLDINGS INC.,

as Holdings,

MILACRON LLC,

and

THE U.S. SUBSIDIARIES OF HOLDINGS

LISTED AS U.S. BORROWERS ON THE

SIGNATURE PAGES HERETO,

as U.S. Borrowers,

MOLD-MASTERS (2007) LIMITED,

as Canadian Borrower,

THE GERMAN SUBSIDIARIES OF HOLDINGS

LISTED AS GERMAN BORROWERS ON THE

SIGNATURE PAGES HERETO,

as German Borrowers

and

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,

BANK OF AMERICA, N.A.,

as Agent,

BARCLAYS BANK PLC,

as Documentation Agent,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

RBC CAPITAL MARKETS¹ and BARCLAYS BANK PLC,

as Joint Lead Arrangers and Joint Bookrunners,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

RBC CAPITAL MARKETS,

BARCLAYS BANK PLC

J.P. MORGAN SECURITIES LLC and

CREDIT SUISSE SECURITIES (USA) LLC,

as Amendment & Restatement Lead Arrangers and Joint Bookrunners,

KEYBANK NATIONAL ASSOCIATION and

SOCIÉTÉ GÉNÉRALE,

as Amendment Documentation Agents,

BANK OF AMERICA, N.A.

as Second Amendment & Restatement Lead Arranger and Bookrunner,

BANK OF AMERICA, N.A.,

as Third Amendment & Restatement Lead Arranger and Bookrunner.

¹  RBC Capital Markets is a marketing name for the investment banking activities of Royal Bank of Canada.

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION		2
1.1	Definitions		2
1.2	Accounting Terms		71
1.3	Uniform Commercial Code and PPSA		71
1.4	Certain Matters of Construction		72
1.5	Rounding		72
1.6	Certain Calculations and Tests		73
1.7	Changes in Calculations		74
1.8	Currency Equivalents Generally		74
1.9	Currency Fluctuations		74
1.10	Interpretation (Quebec)		74
SECTION 2.	CREDIT FACILITIES		75
2.1	Revolver Commitment		75
2.2	Letter of Credit Facility		85
SECTION 3.	INTEREST, FEES AND CHARGES		90
3.1	Interest		90
3.2	Fees		92
3.3	Computation of Interest, Fees, Yield Protection		92
3.4	Illegality		92
3.5	Inability to Determine Rates		93
3.6	Increased Costs; Capital Adequacy		93
3.7	Mitigation		94
3.8	Funding Losses		95
3.9	Maximum Interest		95
3.10	Canadian Interest Act		95
3.11	Survival		95
SECTION 4.	LOAN ADMINISTRATION		95
4.1	Manner of Borrowing and Funding of Revolver Loans		95
4.2	Defaulting Lender		97
4.3	Number and Amount of LIBOR Loans and B/A Equivalent Loans; Determination of Rate		98
4.4	Lead Borrower		99
4.5	Effect of Termination		99
SECTION 5.	PAYMENTS		100
5.1	General Payment Provisions		100
5.2	Repayment of Revolver Loans		100
5.3	[Reserved]		100
5.4	Marshaling; Payments Set Aside		101
5.5	Post-Default Allocation of Payments		101
5.6	Application of Payments in the Dominion Accounts		103
5.7	Loan Account; Account Stated		104
5.8	Taxes		104
5.9	Lender Tax Information		106

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SECTION 6.	CONDITIONS PRECEDENT	107
6.1	Conditions Precedent to the Third Restatement Date	107
6.2	Conditions Precedent to All Credit Extensions	109
SECTION 7.	COLLATERAL MONITORING AND REPORTING	109
7.1	Borrowing Base Certificates	109
7.2	Administration of Accounts	110
SECTION 8.	REPRESENTATIONS AND WARRANTIES	111
8.1	General Representations and Warranties	111
SECTION 9.	COVENANTS AND CONTINUING AGREEMENTS	116
9.1	Affirmative Covenants	116
9.2	Negative Covenants	123
9.3	Financial Covenant	135
SECTION 10.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	136
10.1	Events of Default	136
10.2	Remedies upon Default	138
10.3	Setoff	138
10.4	Remedies Cumulative; No Waiver	139
SECTION 11.	AGENT	139
11.1	Appointment, Authority and Duties of the Agent	139
11.2	Agreements Regarding Collateral and Field Examination Reports	140
11.3	Reliance By the Agent	141
11.4	Action Upon Default	141
11.5	Ratable Sharing	141
11.6	Limitation on Responsibilities of the Agent	141
11.7	Successor Agent and Co-Agents	142
11.8	Due Diligence and Non-Reliance	142
11.9	Remittance of Payments and Collections	143
11.10	The Agent in its Individual Capacity	143
11.11	Agent Titles	144
11.12	Bank Product Providers	144
11.13	Survival	144
11.14	Withholding Tax	144
11.15	Quebec Liens (Hypothecs)	145
SECTION 12.	BENEFIT OF AGREEMENT; ASSIGNMENTS	145
12.1	Successors and Assigns	145
12.2	Participations	145
12.3	Assignments	146
12.4	Replacement of Certain Lenders	147
SECTION 13.	GUARANTEE	148
13.1	The Guarantee	148
13.2	Obligations Unconditional	149
13.3	Reinstatement	150
13.4	Subrogation	150
13.5	Remedies	150

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13.6	Continuing Guarantee	150
13.7	Information	151
13.8	General Limitation on Amount of Obligations Guaranteed	151
13.9	German Limitations	151
13.10	Belgian Limitations	153
13.11	Italian Limitations	154
SECTION 14.	MISCELLANEOUS	155
14.1	Consents, Amendments and Waivers	155
14.2	Indemnification and Expenses	156
14.3	Notices and Communications	158
14.4	Credit Inquiries	159
14.5	Severability	159
14.6	Cumulative Effect; Conflict of Terms	159
14.7	Counterparts	159
14.8	Entire Agreement	159
14.9	Relationship with the Lenders	159
14.10	No Advisory or Fiduciary Responsibility	159
14.11	Confidentiality	160
14.12	GOVERNING LAW	160
14.13	Consent to Forum	160
14.14	Waivers by Obligors of Jury Trial	161
14.15	PATRIOT Act Notice	161
14.16	Canadian Anti-Money Laundering Legislation	161
14.17	Release of Liens and Guarantees	161
14.18	Intercreditor Agreement	162
14.19	Canadian Obligations	162
14.20	German Obligations	162
14.21	Parallel Debt Undertaking	163
14.22	Acknowledgments Relating to the Third Restatement Date	164

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LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Applicable Margin Certificate
Exhibit B	Assignment and Acceptance
Exhibit C-1	U.S. Revolver Note
Exhibit C-2	Canadian Revolver Note
Exhibit D-1	U.S. Tax Compliance Certificate 1
Exhibit D-2	U.S. Tax Compliance Certificate 2
Exhibit D-3	U.S. Tax Compliance Certificate 3
Exhibit D-4	U.S. Tax Compliance Certificate 4
Exhibit E	Borrowing Notice
Exhibit F-1	German Account Pledge Agreement
Exhibit F-2	German Global Assignment
Exhibit F-3	German Security Transfer Agreement
Schedule I	Commitments of Lenders
Schedule II	Guarantors
Schedule 1.1(a)	Existing Letters of Credit
Schedule 1.1(b)	Unrestricted Subsidiaries
Schedule 6.1	Existing Foreign Facilities
Schedule 7.2.6	Deposit Accounts
Schedule 8.1.4	Names and Capital Structure
Schedule 8.1.10	Patents, Trademarks and Copyrights
Schedule 9.1.13(b)	Third Restatement Date Mortgaged Property
Schedule 9.2.1	Existing Debt
Schedule 9.2.2	Existing Liens
Schedule 9.2.10	Existing Affiliate Transactions

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015, by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, Milacron LLC, a Delaware limited liability company (the “Lead Borrower”), Mold-Masters (2007) Limited, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party hereto, as guarantors (together with Holdings, collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”), BARCLAYS BANK PLC, as documentation agent (in such capacity, the “Documentation Agent”), KEYBANK NATIONAL ASSOCIATION and SOCIÉTÉ GÉNÉRALE, as amendment documentation agents (in such capacity, the “Amendment Documentation Agents”) and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”).

R E C I T A L S:

WHEREAS, the Borrowers, Guarantors and lenders party thereto immediately prior to the Restatement Date and the Agent are party to that certain Credit Agreement, dated as of April 30, 2012 (the “Original Credit Agreement”), pursuant to which the lenders thereunder made certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers, Guarantors and lenders party thereto immediately prior to the Second Restatement Date and the Agent are party to that certain Credit Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013 (the “Amended Credit Agreement”), pursuant to which the lenders thereunder made certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers, Guarantors and lenders party thereto immediately prior to the Third Restatement Date and the Agent are party to that certain Credit Agreement, dated as of April 30, 2012, as amended and restated as of the March 28, 2013, as further amended and restated as of October 17, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Second Amended Credit Agreement”), pursuant to which the lenders thereunder made certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers, the Guarantors and the Lenders party hereto and the other parties hereto desire to amend and restate the Second Amended Credit Agreement in its entirety on and subject to the terms and conditions set forth herein;

WHEREAS, the parties hereto intend that (a) the Obligations (the “Original Obligations”) of the Borrowers and the other Loan Parties under the Second Amended Credit Agreement and the other Loan Documents (as defined in the Second Amended Credit Agreement) (collectively, the “Original Loan Documents”) that remain unpaid and outstanding on and after the Third Restatement Date shall continue to exist under and be evidenced by this Agreement and the other Loan Documents (as defined below), (b) any Existing Canadian Letters of Credit (as defined below), any Existing German Letters of Credit (as defined below) and any Existing U.S. Letters of Credit (as defined below), in each case, outstanding under the Second Amended Credit Agreement as of the date of this Agreement shall be Letters of Credit under and as defined herein, (c) the grants of security interests, Mortgages and Liens under and pursuant to the Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrowers and the other Loan Parties under this Agreement and each other Loan Document

shall continue in full force and effect in accordance with their terms except as expressly amended thereby or hereby, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement except as expressly amended thereby or hereby and (d) this Agreement and the other Loan Documents do not constitute a novation or termination of the Original Obligations;

WHEREAS, the Loan Parties and each Lender who have executed this Agreement agree that upon the effectiveness of this Agreement all of such Lender’s Revolving Commitment (as defined in the Second Amended Credit Agreement) shall be converted into Revolving Commitments; and

WHEREAS, the Lenders are willing to amend and restate the Second Amended Credit Agreement and are willing to continue and extend such credit to the Borrowers and each Issuing Bank is willing to issue letters of credit for the account of the Borrowers and the other parties hereto are willing to amend and restate the Second Amended Credit Agreement, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree to amend and restate the Second Amended Credit Agreement and the Second Amended Credit Agreement is hereby amended and restated in its entirety, as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions. As used herein, the following terms have the meanings set forth below:

2012 Transactions: the transactions contemplated by the Stock Purchase Agreement dated as of March 29, 2012, by and among Holdings, the shareholders of Holdings, the holders of options of Holdings, Mcron Acquisition Corp and the representative of the sellers named therein, the issuance of the Existing Secured Notes Debt, the entry into and borrowings under the Original Credit Agreement and the repayment of existing indebtedness, consummated on April 30, 2012.

2012 Transaction Costs: the payment of fees, premiums, costs and expenses in connection with the 2012 Transactions.

Account: as defined in the UCC (or, with respect to any Canadian Obligor, the PPSA), including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor: a Person who is obligated under an Account, Chattel Paper or General Intangible.

Acquired EBITDA: with respect to any Acquired Entity or Business for any period, the amount for such period of EBITDA of such Acquired Entity or Business (determined using the definition of EBITDA as if references to a “Person” and its Restricted Subsidiaries therein were references to such Acquired Entity or Business), all as determined on a consolidated basis for such Acquired Entity or Business.

Acquired Entity or Business: as defined in the definition of “EBITDA.”

Acquisition: any transaction or series of related transactions, consummated on or after the date hereof, by which any Borrower directly, or indirectly through one or more Subsidiaries, (i) acquires any business, division or line of business, or all or substantially all of the assets, of any Person, whether

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through purchase of assets, merger or otherwise, or (ii) acquires securities or other ownership interests of any Person having at least a majority of the combined voting power of the then outstanding Equity Interests of such Person.

Adjustment Date: the first day of January, April, July and October of each Fiscal Year.

Affiliate: with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Agent: as defined in the preamble.

Agent Indemnitees: the Agent and its officers, directors, employees, Affiliates, agents (including, without limitation, the Term Loan Agent, to the extent the Term Loan Agent is acting as collateral agent for the Agent or the Lenders pursuant to the Intercreditor Agreement) and attorneys.

Agent Professionals: attorneys, accountants, appraisers, auditors, environmental engineers or consultants, and other professionals and experts retained by the Agent.

Agreement: as defined in the preamble.

Amended Credit Agreement: as defined in the preamble.

Amendment Agreement: the Amendment Agreement dated as of the Second Restatement Date among the Borrowers, the Agent and certain Lenders party thereto.

Amendment & Restatement Lead Arrangers: Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, RBC Capital Markets, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC.

Amendment Documentation Agents: as defined in the preamble.

AML Legislation: as defined in Section 14.16.

Anti-Terrorism Laws: any laws relating to terrorism or money laundering, including the PATRIOT Act.

Applicable Law: all applicable laws, rules, regulations and binding governmental requirements having the force and effect of law applicable to the Person in question or any of its property or assets, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

Applicable Lender: (a) with respect to any U.S. Revolver Loan or U.S. Letter of Credit, a Lender holding a Revolver Commitment with respect to U.S. Revolver Loans, (b) with respect to any Canadian Revolver Loan or Canadian Letter of Credit, a Lender holding a Revolver Commitment with respect to Canadian Revolver Loans, and (c) with respect to any German Revolver Loan or German Letter of Credit, a Lender holding a Revolver Commitment with respect to German Revolver Loans.

Applicable Margin: with respect to any Type of Revolver Loan, the per annum margin set forth below, as determined by the Average Availability as of the most recent Adjustment Date:

Level	Average Availability	U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Loans			LIBOR Loans and B/A Equivalent Loans			German Base Rate Loans
I	³ 66		0.75	%		1.75	%		1.75	%
II	³ 33% but < 66%		1.00	%		2.00	%		2.00	%
III	< 33%		1.25	%		2.25	%		2.25	%

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Until completion of the first full Fiscal Quarter after the Second Restatement Date, the Applicable Margin shall be determined as if Level I were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease upon receipt by the Agent of the Applicable Margin Certificate required to be delivered by the Borrowers pursuant to Section 7.1 as of the last day of the Fiscal Quarter most recently ended, and each such increase or decrease in the Applicable Margin shall be effective on the Adjustment Date occurring immediately after the last day of the Fiscal Quarter most recently ended. If the Lead Borrower fails to deliver any Applicable Margin Certificate (or any Borrowing Base Certificate) required to be delivered pursuant to Section 7.1 on or before the date required for delivery thereof, then, at the option of the Required Lenders, the Applicable Margin shall be determined as if Level III were applicable, from the first day of the calendar month following the date such Applicable Margin Certificate (or Borrowing Base Certificate) was required to be delivered until the date of delivery of such Applicable Margin Certificate (or Borrowing Base Certificate).

Applicable Margin Certificate: a certificate signed and certified as accurate by a Senior Officer of the Lead Borrower, substantially in the form of Exhibit A.

Asset Disposition: a sale, lease, license, transfer or other voluntary disposition of Property of an Obligor, including a disposition of Property in connection with a Sale and Leaseback Transaction, and any casualty or condemnation event regarding such Property.

Assignment and Acceptance: an assignment agreement between a Lender and an Eligible Assignee, substantially in the form of Exhibit B.

Attributable Debt: when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Borrowers’ then current weighted average cost of funds for Debt as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

Auditor’s Determination: as defined in Section 13.9.2(c).

Availability: as of any applicable date, the amount by which the Line Cap at such time exceeds the aggregate amount of Revolver Loans and LC Obligations on such date.

Availability Reserve: the sum (without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria (including collection rates or collection percentages)) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the Bank Product Reserve; provided that reserves of the type described in this clause (c) shall be instituted only after consultation with the Lead Borrower; (d) the Designated Refinancing Debt Reserve; (e) with respect to the Canadian Borrowing Base only, the Canadian Priority Payables Reserve; (f) with respect to the German Borrowing Base only, the German Priority Payables Reserve and (g) such additional reserves not otherwise addressed in clauses (a) through (f) above, in such amounts and with respect to such matters, as the Agent in its Credit Judgment may elect to establish or modify from time to time.

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Notwithstanding anything to the contrary in this Agreement, (i) such Availability Reserves shall not be established or changed except upon not less than three (3) Business Days’ (or such shorter period as may be agreed by the Lead Borrower) prior written notice to the Lead Borrower, which notice shall include a reasonably detailed description of such applicable Availability Reserve being established (during which period (a) the Agent shall, if requested, discuss any such Availability Reserve or change with the Lead Borrower and (b) the Lead Borrower may take such action as may be required so that the event, condition or matter that is the basis for such Availability Reserve or change thereto no longer exists or exists in a manner that would result in the establishment of a lower Availability Reserve or result in a lesser change thereto, in a manner and to the extent reasonably satisfactory to the Agent), and (ii) the amount of any Availability Reserve established by the Agent, and any change in the amount of any Availability Reserve, shall have a reasonable relationship to the event, condition or other matter that is the basis for such Availability Reserve or such change. Notwithstanding clause (i) of the preceding sentence, changes to the Availability Reserves solely for purposes of correcting mathematical or clerical errors (and such other changes as are otherwise agreed to by the Lead Borrower) shall not be subject to such notice period, it being understood that no Default or Event of Default shall be deemed to result therefrom, if applicable, for a period of three (3) Business Days.

Available Credit: the Canadian Available Credit, the German Available Credit or the U.S. Available Credit, as the case may be.

Average Availability: at any Adjustment Date, the average daily Availability for the Fiscal Quarter immediately preceding such Adjustment Date.

Average Usage: the average utilization of Revolver Commitments during the immediately preceding Fiscal Quarter.

B/A Equivalent Loan: a Canadian Revolver Loan (other than a Canadian Prime Loan), or portion thereof, funded in Canadian Dollars and bearing interest calculated by reference to the Canadian B/A Rate.

Bank of America: Bank of America, N.A., a national banking association, and its successors and permitted assigns, as well as any applicable branch thereof located in Canada, Germany or the United Kingdom.

Bank of America (Canada): Bank of America, N.A. (acting through its Canada branch).

Bank of America Indemnitees: Bank of America and its officers, directors, employees, Affiliates, branches, agents and attorneys.

Bank of Canada Overnight Rate: the Bank of Canada overnight rate, which is the rate of interest charged by the Bank of Canada on one-day loans to financial institutions, for such day.

Bank Product: any of the following products, services or facilities extended to any Borrower or Subsidiary by a Lender or any of its Affiliates or branches: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Borrower or Subsidiary, other than loans or letters of credit.

Bank Product Debt: Debt and other obligations of an Obligor relating to Bank Products.

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Bank Product Reserve: the aggregate amount of reserves established by the Agent from time to time in its discretion in respect of Secured Bank Product Obligations, which shall in any event include the maximum amount of all Noticed Hedges.

Bankruptcy Code: Title 11 of the United States Code.

Belgian Companies Code: the Belgian Companies Code (Wetboek van vennootschappen/Code des sociétés).

Belgian Guarantor: any Guarantor that is organized under the laws of Belgium.

Board of Governors: the Board of Governors of the Federal Reserve System.

Borrowers: as defined in the preamble, including the U.S. Borrowers, the Canadian Borrower and the German Borrowers.

Borrowing: Revolver Loans of one Type in a single currency that are made on the same day or are converted into Revolver Loans of one Type in a single currency on the same day.

Borrowing Base: at any time of calculation, the aggregate amount of the U.S. Borrowing Base, the Canadian Borrowing Base and the German Borrowing Base.

Borrowing Base Certificate: a certificate reasonably satisfactory to the Agent and the Borrowers, by which the U.S. Borrowers, the Canadian Borrower and the German Borrowers certify calculation of the applicable Borrowing Base in accordance with Section 7.1.

Business Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, New York City, New York, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market; provided that, with respect to all matters pertaining to (i) the Canadian Obligors, the term “Business Day” shall mean any day which is a Business Day described above and which is also not a legal holiday in Toronto, Ontario or a day on which banking institutions located in such city are authorized or required by law or other governmental action to close and (ii) the German Borrower, the term “Business Day” shall mean any day which is a Business Day described above and which is also not a legal holiday in Frankfurt (Main), Germany or London, England or a day on which banking institutions located in such cities are authorized or required by law or other governmental action to close.

Calculation Date: as defined in Section 1.9.

Canadian Available Credit: at any time, (a) the lesser of (i) the Canadian Revolver Sublimit in effect at such time and (ii) the Canadian Borrowing Base at such time, minus (b) the sum of the aggregate Canadian Revolver Credit Outstandings at such time.

Canadian B/A Rate: with respect to each Contract Period for a B/A Equivalent Loan or Canadian Prime Loan determined pursuant to clause (c) of the definition of “Canadian Prime Rate”, the rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed B/A Equivalent Loan displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day); provided that if such

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rate does not appear on the CDOR Page at such time on such date, the rate for such date will be the average of the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Toronto time on such day at which two or more Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by them having such specified term (or a term as closely as possible comparable to such specified term).

Canadian Base Rate: for any day, the per annum rate of interest equal to the greatest of (a) the rate of interest in effect for such day or so designated from time to time by Bank of America (Canada) as its “base rate” for commercial loans made by it in Dollars, such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer; (b) the Federal Funds Rate for such day, plus 0.50% per annum; or (c) except during any period of time when the circumstances set forth in Sections 3.4 and 3.5 exist, Published LIBOR for a one-month interest period as determined on such day, plus 1.00%. Any change in such rate announced by Bank of America (Canada) shall take effect at the opening of business on the day specified in the public announcement thereof.

Canadian Base Rate Loan: a Canadian Revolver Loan that bears interest based on the Canadian Base Rate.

Canadian Borrower: as defined in the preamble.

Canadian Borrowing Base: the Dollar Equivalent sum of the following, as set forth in the most recently delivered Borrowing Base Certificate by the Canadian Borrower:

(a) 85% of Eligible Accounts of the Canadian Borrowing Base Obligors; plus

(b) the lesser of (x) 65% of the lesser of cost (on a basis consistent with the Obligors’ historical accounting practices) or market value of Eligible Inventory of the Canadian Borrowing Base Obligors; and (y) 85% of the appraised NOLV Percentage of Eligible Inventory of the Canadian Borrowing Base Obligors; minus

(c) any Availability Reserve established in connection with the foregoing.

Canadian Borrowing Base Obligor: each of the Canadian Borrower and each Canadian Guarantor (other than any Canadian Guarantor that is not organized under the laws of Canada or any province or territory thereof).

Canadian Contractor: any consultant or contractor retained to provide services in Canada to a Canadian Obligor.

Canadian Copyright Security Agreement: each copyright security agreement executed and delivered pursuant to the Canadian Security Agreement or any other Canadian Security Document.

Canadian Dollars: dollars in lawful currency of Canada.

Canadian Employee: any employee or former employee of a Canadian Obligor.

Canadian Employee Benefits Legislation: the Pension Benefits Act (Ontario), and any Canadian federal, provincial or local counterparts or equivalents.

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Canadian Employee Plan: any employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, supplemental pension, profit sharing, retiring allowance, severance, deferred compensation, stock compensation, stock purchase, unit purchase, retirement, life, hospitalization insurance, medical, dental, disability or other employee group or similar benefit or employment plans or supplemental arrangements applicable to the Canadian Employees other than Canadian Pension Plans.

Canadian Guarantor: each of the Canadian Subsidiaries (other than (x) the Canadian Borrower and (y) any Canadian Subsidiary that qualifies as an Excluded Subsidiary under clause (b), (c), (e), (f) or (g) of the definition of “Excluded Subsidiary”), the Lead Borrower, Holdings and each other U.S. Guarantor that guarantees payment or performance of any Canadian Secured Obligations pursuant to the terms and provisions of this Agreement and listed on Schedule II hereto or joined pursuant to a joinder agreement as contemplated by Section 9.1.9.

Canadian LC Obligations: the sum (without duplication) of (a) all amounts owing by the Canadian Borrower for any drawings under Letters of Credit; and (b) the stated amount of all outstanding Letters of Credit issued for the benefit of the Canadian Borrower.

Canadian Letter of Credit: any standby or documentary letter of credit issued by the Issuing Bank for the account of the Canadian Borrower or any of the Canadian Borrower’s Subsidiaries, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by the Agent or the Issuing Bank for the benefit of the Canadian Borrower or any of the Canadian Borrower’s Subsidiaries.

Canadian Letter of Credit Subline: $10,000,000.

Canadian Maximum Credit: at any time, the lesser of (a) the Canadian Revolver Sublimit in effect at such time and (b) the Canadian Borrowing Base at such time.

Canadian Mortgage: each mortgage, deed of trust, deed of immovable hypothec, or deed to secure debt pursuant to which a Canadian Obligor grants a Lien on Mortgaged Property to the Agent for the benefit of Secured Parties as security for the Canadian Secured Obligations in form and substance reasonably satisfactory to the Agent, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Canadian Obligations: all (a) principal of and premium, if any, on the Canadian Revolver Loans, (b) Canadian LC Obligations, (c) principal of and premium, if any, on any Specified Refinancing Debt borrowed or payable by the Canadian Obligors, (d) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Canadian Obligors, in each case pursuant to the Canadian Sub-Facility, (e) other monetary obligations owing by the Canadian Obligors with respect to the Canadian Sub-Facility and (f) the German Secured Obligations (solely in such Loan Party’s capacity as a German Guarantor), each pursuant to the terms and provisions of the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several, including interest, expenses and fees which, but for the filing of a petition in bankruptcy or commencement of any other Insolvency Proceeding with respect to any Canadian Obligor, would have accrued on any Obligations, whether or not a claim is allowed against such Canadian Obligor for such interest, expenses or fees in the Insolvency Proceeding.

Canadian Obligor: the Canadian Borrower and each Canadian Guarantor.

Canadian Overadvance: as defined in Section 2.1.6(b).

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Canadian Patent Security Agreement: each patent security agreement executed and delivered pursuant to the Canadian Security Agreement or any other Canadian Security Document.

Canadian Pension Plan: any pension plan required to be registered under the Income Tax Act (Canada) and contributed to by a Canadian Obligor for its Canadian Employees, Canadian Contractors, former Canadian Employees or former Canadian Contractors, including a pension plan that is subject to the Pension Benefits Act (Ontario) or other Canadian Employee Benefits Legislation but does not include the Canada Pension Plan maintained by the Government of Canada or the Quebec Pension Plan maintained by the Government of Quebec.

Canadian Pledge Agreement: each Canadian pledge agreement executed and delivered by a Canadian Obligor in favor of the Agent.

Canadian Prime Loan: a Loan to the Canadian Borrower denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate.

Canadian Prime Rate: on any date, the per annum rate of interest equal to the greatest of (a) the rate of interest in effect for such day or so designated from time to time by Bank of America (Canada) as its “prime rate” for commercial loans made by it in Canada in Canadian Dollars, such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer; (b) the Bank of Canada Overnight Rate for such day, plus 0.50%; or (c) the Canadian B/A Rate for a one month interest period as determined on such day plus 1.00%. Any change in such rate announced by Bank of America (Canada) shall take effect at the opening of business on the day specified in the public announcement thereof.

Canadian Priority Payables Reserve: on any date of determination and only with respect to a Canadian Obligor, reserves established by the Agent in its Credit Judgment for amounts secured by any Liens, choate or inchoate, which rank or which would reasonably be expected to rank in priority senior to or pari passu with the Agent’s Liens on Collateral in the Canadian Borrowing Base, including, without duplication, amounts deemed to be held in trust, or held in trust, pursuant to Applicable Law, any such amounts due and not paid for wages, vacation pay, amounts payable under the Wage Earner Protection Program Act (Canada) pursuant to the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), amounts due and not paid pursuant to any legislation on account of workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), on account of sales tax, goods and services tax, value added tax, harmonized sales tax, amounts currently or past due and not paid for realty, municipal or similar taxes and all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension Plan or Canadian Employee Plan under the Canada Pension Plan, any Canadian Employee Benefits Legislation, or any similar statutory or other claims that would have or would reasonably be expected to have priority over or be pari passu with any Liens granted to the Agent in the future.

Canadian Qualified Lender: a financial institution that is listed on Schedule I, II or III of the Bank Act (Canada), has received an approval to have a financial establishment in Canada pursuant to Section 522.21 of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada or is not deemed to be resident in Canada for purposes of the Income Tax Act (Canada), then such financial institution deals at arm’s length with the Canadian Borrower for purposes of the Income Tax Act (Canada).

Canadian Revolver Credit Outstandings: at any particular time, the sum of (a) the Dollar Equivalent of the principal amount of the Canadian Revolver Loans outstanding at such time and (b) the Dollar Equivalent of the Canadian LC Obligations outstanding at such time.

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Canadian Revolver Loan: a loan made pursuant to Section 2.1.1(b), including, without duplication, any Canadian Swingline Loan (to the extent the context so requires the same), Overadvance Loan in respect of a Canadian Overadvance and Extended Revolving Loan in respect of any of the foregoing. Canadian Revolver Loans may be either (a) if denominated in Dollars, Canadian Base Rate Loans or LIBOR Loans and (b) if denominated in Canadian Dollars, Canadian Prime Loans or BA Equivalent Loans.

Canadian Revolver Note: a promissory note executed by the Canadian Borrower in favor of an Applicable Lender in the form of Exhibit C-2, in the amount of such Lender’s Commitment with respect to Canadian Revolver Loans.

Canadian Revolver Sublimit: an aggregate amount equal to $20,000,000, as such amount may be (a) increased from time to time as a result of a Revolver Commitment Increase pursuant to Section 2.1.4(a), and (b) increased or decreased from time to time as a result of a U.S. Revolver Commitment Adjustment pursuant to Section 2.1.11.

Canadian Secured Bank Product Obligations: Bank Product Debt of a Canadian Obligor owing to a Secured Bank Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America and its Affiliates and branches so long as Bank of America is the Agent) reasonably specified by such provider in writing to the Agent, which amount may be established or increased (by further written notice to the Agent from time to time) as long as no Default or Event of Default exists; provided that Canadian Secured Bank Product Obligations of any Canadian Obligor shall not include Excluded Hedging Obligations of such Canadian Obligor.

Canadian Secured Obligations: the Canadian Obligations and the Canadian Secured Bank Product Obligations.

Canadian Security Agreement: each certain security agreement and deed of hypothec, as applicable, by and among Bank of America as the Agent thereunder, the Canadian Borrower and the Canadian Guarantors.

Canadian Security Documents: the Canadian Pledge Agreement, the Canadian Security Agreements, the Canadian Mortgages, the Canadian Patent Security Agreements, the Canadian Copyright Security Agreements, the Canadian Trademark Security Agreements and all other documents, instruments and agreements now or hereafter securing any Canadian Secured Obligations.

Canadian Sub-Facility: the Revolver Commitments of the Lenders solely related to the obligation to make Revolver Loans and issue Letters of Credit to the Canadian Borrower, and the Canadian Revolver Loans so made and Canadian Letters of Credit so issued and other Canadian Obligations of the Canadian Obligors related thereto.

Canadian Subsidiary: a Subsidiary that is organized under the laws of Canada or any province or territory thereof.

Canadian Swingline Loans: as defined in Section 4.1.3(a).

Canadian Trademark Security Agreement: each trademark security agreement executed and delivered pursuant to the Canadian Security Agreement or any other Canadian Security Document.

Capital Expenditures: for any period of calculation, the aggregate of all amounts that would be reflected as additions to property, plant or equipment on a consolidated statement of cash flows of the

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Borrowers and their Restricted Subsidiaries in accordance with GAAP; provided that the term “Capital Expenditures” shall not include: (i) expenditures made in connection with the replacement, substitution, restoration, upgrade, development or repair of assets to the extent financed with (x) insurance or settlement proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored, upgraded, developed or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced; (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time; (iii) the purchase price of property, plant or equipment or software in an amount equal to the proceeds of Asset Dispositions of fixed or capital assets that are not required to be applied to prepay the Revolver Loans pursuant to this Agreement; (iv) expenditures that are accounted for as capital expenditures by the Borrowers or any Restricted Subsidiaries and that are actually paid for, or reimbursed to the Borrower or any Restricted Subsidiary in cash or Cash Equivalents, by a Person other than the Borrowers or any Restricted Subsidiary and for which neither the Borrowers nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation in respect of such expenditures to such Person or any other Person; (v) expenditures to the extent constituting any portion of a Permitted Acquisition (or a Permitted Investment) and expenditures made in connection with the Specified Transactions; (vi) the purchase price of equipment purchased during such period to the extent the consideration thereof consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment; (vi) any capitalized interest expense reflected as additions to property, plant or equipment in the consolidated statement of cash flows of the Borrowers and their Restricted Subsidiaries; (vii) expenditures relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any property which has been transferred to a Person other than the Borrowers or a Restricted Subsidiary during the same Fiscal Year in which such expenditures were made pursuant to a Sale and Leaseback Transaction to the extent of the cash proceeds received by the Borrowers or such Restricted Subsidiary pursuant to such Sale and Leaseback Transaction or (viii) expenditures financed with the proceeds of an issuance of Equity Interests of Holdings or a Parent Entity thereof, or a capital contribution to the Borrowers.

Capital Impairment: as defined in Section 13.9.2(a).

Capital Lease: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Capital Lease Obligation: referring to the portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

Capitalized Software Expenditures: for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

Cash Collateral: cash and any interest or other income earned thereon, or deposit account balances, and any other credit support satisfactory to the applicable Issuing Bank, that are delivered to the Agent to Cash Collateralize any Obligation.

Cash Collateral Account: a demand deposit, money market or other account established by the Agent at such financial institution as the Agent may select in its discretion, which account shall be subject to the Agent’s Liens for the benefit of Secured Parties.

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Cash Collateralize: the pledge and deposit with or the delivery of Cash Collateral to the Agent, as security for the payment of any obligation, in an amount equal to 102.5% of such outstanding Obligations. “Cash Collateralization” has a correlative meaning.

Cash Equivalents:

(1) Dollars or Canadian Dollars;

(2) (a) Euro, or any national currency of any Participating Member State; or

(b) in the case of the U.S. Borrowers, the Canadian Borrower, the German Borrowers or any Restricted Subsidiary, such local currencies held by them from time to time in the Ordinary Course of Business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, the German government or the Canadian government or the government of any province of Canada or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P, in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized rating agency) or the equivalent thereof from DBRS in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States, Germany, any province of Canada or, in each case, any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s, S&P or DBRS with maturities 24 months or less from the date of acquisition;

(10) Debt or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s or the equivalent thereof from DBRS with maturities 24 months or less from the date of acquisition; and

(11) Investments in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s or the equivalent thereof from DBRS.

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts; provided further that for purposes of clause (p) of the definition of “Permitted Asset Disposition” only, Designated Non-Cash Consideration shall be deemed cash.

Cash Management Services: any services provided from time to time by any Lender or any of its Affiliates to any Borrower or any Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts or similar cash management arrangements, including automated clearinghouse, e-Payables, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

Cash Pooling Arrangement: a deposit account arrangement among Bank of America, N.A., the German Borrowers and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States, Canada and any states, provinces and territories thereof) with Bank of America, N.A., by the German Borrowers and such Foreign Subsidiaries for cash management purposes.

CCMP: CCMP Capital Advisors, LLC.

CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq., as amended).

Change in Law: the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, binding guideline or directive by any Governmental Authority; provided that with respect to any increased costs that are instituted under Section 3.6, such increased costs shall only be instituted to the extent the Applicable Lender is requiring reimbursement therefor from similarly situated borrowers under comparable credit facilities. For purposes of this definition and Section 3.6, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities or agencies, in each case pursuant to Basel III (it being understood that requests for payments on account of increased costs resulting from market disruption shall be limited to circumstances generally affecting the banking market and when the Required Lenders have made requests therefor), shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued.

Change of Control: (a) prior to a Qualified IPO, the Permitted Investors shall fail to own or control, directly or indirectly, through beneficial ownership or contract rights, more than 50% of the Total Voting Power of Holdings; (b) upon or after the consummation of a Qualified IPO, a Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), but excluding any employee benefit plan of Holdings or any of its subsidiaries (or any direct or indirect Parent Entity thereof), and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, other than the Permitted Investors, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Equity Interests representing more than the

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greater of (x) 35% of the then-outstanding Total Voting Power of Holdings and (y) the percentage of the then-outstanding Total Voting Power of Holdings owned, directly or indirectly, “beneficially” by the Permitted Investors (it being understood that a “Change of Control” shall not be deemed to have occurred with respect to clauses (a) and (b) above if the Permitted Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors or similar governing body of Holdings); or (c) Holdings shall fail to maintain direct beneficial ownership of 100% of the outstanding Equity Interests in the Lead Borrower.

Charge: any charge, fee, expense, cost, accrual or reserve of any kind.

Claims: all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interests, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of the Agent or replacement of any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person, in any way relating to (a) any Revolver Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by an Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date: April 30, 2012.

Code: the Internal Revenue Code of 1986, as amended.

Collateral: all the assets and properties of whatever kind and nature subject or purported to be subject to the Liens created by the Security Documents. For the avoidance of doubt, (i) in the case of each of the German Borrowers, Collateral shall be limited to Accounts and Inventory and the proceeds thereof owned by each such German Borrower and (ii) Collateral shall exclude all assets and properties of whatever kind and nature of the European Guarantors.

Commitment Adjustment Date: as defined in Section 2.1.11(a).

Commitment Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which the Borrowers terminate the Revolver Commitments pursuant to Section 2.1.5; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 10.2.

Commodity Exchange Act: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Consolidated Depreciation and Amortization Expense: with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

Consolidated Interest Expense and Charges: with respect to any Person for any period, the sum, without duplication, of (1) consolidated interest expense of such Person and its Restricted Subsidiaries for

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such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Debt at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of obligations under Hedging Agreements or other derivative instruments pursuant to GAAP), (d) the interest component of Capital Lease Obligations, and (e) net payments, if any, pursuant to obligations under interest rate Hedging Agreements with respect to Debt, and excluding (v) accretion or accrual of discounted liabilities not constituting Debt, (w) any expense resulting from the discounting of Debt in connection with the application of recapitalization accounting or, if applicable, purchase accounting, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (y) any expensing of bridge, commitment and other financing fees); plus consolidated capitalized interest of such Person and its Restricted Subsidiary for such period (whether paid or accrued); less interest income of such Person and its Restricted Subsidiaries for such period; plus (2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of any Disqualified Equity Interest, refunding capital stock or any preferred stock of the Lead Borrower or a Restricted Subsidiary during such period; provided that for purposes of this definition, interest on Capital Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

Consolidated Net Income: with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the 2012 Transactions, the Specified Transactions or the Transactions) shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3) any after-tax effect of income or loss from disposed, abandoned or discontinued operations and any net after-tax gains or losses on disposed, abandoned, transferred, closed or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments, other than in the Ordinary Course of Business, as determined in good faith by the Lead Borrower, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Lead Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is the Lead Borrower or a Restricted Subsidiary in respect of such period,

(6) effects of adjustments (including the effects of such adjustments pushed down to the Lead Borrower and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the property, equipment, leases, inventory, software, goodwill and other intangible assets, in-process research and development, deferred revenue, deferred trade incentives and other lease-related items, advanced billings and debt line items (including

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deferred costs and deferred rent related thereto)) resulting from the application of purchase or recapitalization accounting or, if applicable, acquisition method accounting in relation to the 2012 Transactions, the Specified Transactions, the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(7) any after-tax effect of income or loss from the early extinguishment of Debt or obligations under Hedging Agreements or other derivative instruments shall be excluded,

(8) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(9) any non-cash compensation charge or expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and any income or loss attributable to deferred compensation plans or trusts, including but not limited to charges and expenses arising under FASB ASC 718 and cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Lead Borrower or any of its direct or indirect parent companies in connection with the 2012 Transactions, the Specified Transactions or the Transactions shall be excluded,

(10) any fees and expenses (including any adjustment of estimated payouts on earnouts) incurred during such period, or any amortization thereof for such period, in connection with the 2012 Transactions, the Specified Transactions or the Transactions and any acquisition, Investment, Asset Disposition, issuance or repayment of Debt, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Third Restatement Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded,

(11) (a) accruals and reserves that are established or adjusted (i) within twelve months after the Closing Date that are so required to be established as a result of the 2012 Transactions or in accordance with GAAP, (ii) within twelve months after the Restatement Date that are so required to be established as a result of the transactions set forth in clause (i) of the definition of “Specified Transactions” or in accordance with GAAP, (iii) within twelve months after March 31, 2014 that are so required to be established as a result of the transactions set forth in clause (ii) of the definition of “Specified Transactions” or in accordance with GAAP, or (iv) within twelve months after the Second Restatement Date that are so required to be established as a result of the transactions set forth in clause (iii) of the definition of “Specified Transactions” or in accordance with GAAP, or (iv) within twelve months after the Third Restatement Date that are so required to be established as a result of the Transactions or in accordance with GAAP, or (b) changes as a result of adoption or modification of accounting policies, shall be excluded,

(12) to the extent covered by insurance and actually reimbursed, or, so long as the Lead Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses or losses with respect to liability or casualty events or business interruption shall be excluded,

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(13) any gain or loss resulting in such period from obligations under Hedging Agreements and the application of FASB ASC 815 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations shall be excluded, and

(14) any gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Debt (including any net loss or gain resulting from obligations under Hedging Agreements for currency exchange risk) shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing and without duplication with any of clauses (1) through (14) above, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements actually received of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement.

Consolidated Total Debt: at any date (without duplication) all Capital Lease Obligations, Purchase Money Debt, Debt for borrowed money and letters of credit (but only to the extent drawn and not reimbursed for more than five (5) Business Days), in each case, determined for the Lead Borrower and its Restricted Subsidiaries in accordance with GAAP.

Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation (other than clause (iv)) shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto as determined by the guaranteeing Person in good faith. The amount of any Contingent Obligation under clause (iv) above shall be deemed to be equal to the lesser of the aggregate unpaid amount of such obligation and the fair market value (determined in good faith by such Person) of the property.

Contract Period: the term of any B/A Equivalent Loan which shall be of one, two, three or six months, as selected by the Canadian Borrower in accordance with Section 4.1.1(F), (i) initially, commencing on the date of such B/A Equivalent Loan and (ii) thereafter, commencing on the day on which the immediately preceding Contract Period expires; provided, that (a) if a Contract Period would otherwise expire on a day that is not a Business Day, such Contract Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Contract Period shall expire on the immediately preceding Business Day; (b) any Contract Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Contract Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no Contract Period with respect to any portion of the Canadian Revolver Loans shall extend beyond the Revolver Termination Date.

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Control: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.

Copyright Security Agreements: the U.S. Copyright Security Agreements and the Canadian Copyright Security Agreements.

Credit Judgment: the Agent’s commercially reasonable credit judgment exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, as to any factor that the Agent reasonably determines: (a) could reasonably be expected to materially adversely affect the value of Eligible Inventory, Eligible Accounts, Eligible German Inventory or Eligible German Accounts, as the case may be, the enforceability or priority of the Agent’s Liens thereon, or the amount that the Agent and the Lenders would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in liquidation of such Eligible Inventory, Eligible Accounts, Eligible German Inventory or Eligible German Accounts, as the case may be,; or (b) is evidence that any collateral report or financial information delivered to the Agent by any Borrower is incomplete, inaccurate or misleading in any material respect.

Cure Action: as defined in Section 9.3.2.

Currency Due: as defined in Section 14.2(b).

Current Asset Collateral: “Revolving Priority Collateral” as defined in the Intercreditor Agreement.

DBRS: DBRS Limited or DBRS, Inc. or any successor thereof.

Debt: as applied to any Person, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent the same would appear as a liability on a balance sheet prepared in accordance with GAAP; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person; (d) all obligations of such Person incurred or assumed as the deferred purchase price of property or services (but excluding (i) trade accounts payable and accrued obligations incurred in the Ordinary Course of Business and (ii) any deferred compensation arrangements entered into in the Ordinary Course of Business and any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person) to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP; (e) all Debt (excluding prepaid interest thereon) of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but the amount of such Debt shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Debt and (ii) the fair market value (as determined by such Person in good faith) of the encumbered property; (f) all Purchase Money Debt and Capital Leases Obligations; (g) net obligations of such Person in respect of Hedging Agreements to the extent required to be reflected on a balance sheet of such Person; (h) all Attributable Debt of such Person; (i) all obligations of such Person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions created for the account of such Person; (j) obligations in respect of Disqualified Equity Interests; and (k) all Contingent Obligations of such Person in respect of Debt of the kinds referred to in clauses (a) through (j) above. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Debt expressly provide that such Person is not liable therefor. Notwithstanding the foregoing, Debt of the

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Borrowers and their Restricted Subsidiaries shall exclude (i) liabilities under vendor agreements to the extent such liabilities may be satisfied through non-cash means such as purchase volume earnings credits, (ii) reserves for deferred taxes and (iii) for all purposes under this Agreement other than for purposes of Section 9.2.1, intercompany Debt among the Borrowers and their Restricted Subsidiaries.

Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate: (i) with respect to any overdue principal and interest, the applicable interest rate plus 2.00% per annum, and (ii) with respect to overdue fees, (A) if such fees are payable by the U.S. Borrowers in Dollars, the interest rate applicable to U.S. Base Rate Loans, plus 2.00% per annum, (B) if such fees are payable by the Canadian Borrower in Dollars, the interest rate applicable to Canadian Base Rate Loans, plus 2.00% per annum,(C) if such fees are payable by the Canadian Borrower in Canadian Dollars, the interest rate applicable to Canadian Prime Loans, plus 2.00% per annum, in each case, payable on demand, (D) if such fees are payable by a German Borrower, the interest rate applicable to German Base Rate Loans, plus 2.00% per annum, in each case, payable on demand.

Defaulting Lender: any Lender that (a) has failed to perform any funding obligations (including its obligation to fund any portion of participations in Letters of Credit) hereunder, and such failure is not cured within two Business Days of the date of the funding obligation; (b) has notified the Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or generally under other agreements to which it commits to extend credit or has made a public statement to that effect; (c) has failed, within three Business Days following written request by the Agent or the Lead Borrower, to confirm in a manner reasonably satisfactory to the Agent and the Lead Borrower that such Lender will comply with its funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Agent of such confirmation); or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding or taken any action in furtherance thereof, including, in the case of any Lender, the Federal Deposit Insurance Corporation or any other state, provincial, federal or foreign regulatory authority acting in such or a similar capacity; provided, however, that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of any equity interest in such Lender or parent company so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of the courts within the United States or Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Deposit Account Control Agreements: the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account (other than an Excluded Deposit Account) for a Borrower or a Guarantor, in favor of the Agent, for the benefit of Secured Parties, as security for the Secured Obligations pursuant to the terms and conditions of this Agreement.

Designated Non-Cash Consideration: the fair market value of non-cash consideration received by a Borrower or a Restricted Subsidiary, up to a maximum of the greater of (i) $50,000,000 and (ii) 3.0% of Total Assets at any time outstanding; in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Lead Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration, up to a maximum of the greater of $50,000,000 and 3.0% of Total Assets at any time outstanding.

Designated Competitor Affiliate: as defined in Section 14.1.1(g).

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Designated Refinancing Debt: as defined in Section 2.1.8(a).

Designated Refinancing Debt Reserve: the aggregate principal amount of all outstanding obligations with respect to Designated Refinancing Debt, unless the availability of borrowings under such Designated Refinancing Debt is subject to the applicable Borrowing Base on identical terms to those set forth herein, or unless such Designated Refinancing Debt is not secured by the Current Asset Collateral that is included in the applicable Borrowing Base on a pari passu basis with the Secured Obligations.

Designated Refinancing Facility: as defined in Section 2.1.8(a).

Disinterested Director: with respect to any Person and transaction, a member of the board of managers (or equivalent governing body) of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.

Disposed EBITDA: with respect to any Sold Entity or Business or for any period, the amount for such period of EBITDA of such Sold Entity or Business (determined using the definition of EBITDA as if references to a “Person” and its Restricted Subsidiaries therein were references to such Sold Entity or Business and its Subsidiaries) or such all as determined on a consolidated basis for such Sold Entity or Business.

Disqualified Equity Interest: any Equity Interest that, by its terms (or by the terms of any other Equity Interest into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale) in whole or in part, in each case prior to the date 91 days after the Commitment Termination Date; provided that if such Equity Interests are issued pursuant to an equity or incentive compensation or benefit plan or arrangement of Holdings, the Borrowers or any of their Subsidiaries, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrowers or any of their Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

Disqualified Institution: (i) any Person set forth on the list provided by the Lead Borrower to the Agent prior to the date hereof, which list shall be provided upon request to any Lender in order to assist in compliance with Sections 12.2 and 12.3 hereof; and (ii) any Person that is a competitor or an Affiliate of a competitor of the Borrowers and is identified by the Lead Borrower from time to time in writing to the Agent (in which case, the Agent shall make such supplemented list available to the Lenders); provided that any supplements to such list made after the date hereof shall not retroactively disqualify a Disqualified Institution that was not a Disqualified Institution as of the date of such supplement.

Disregarded Domestic Person: any direct or indirect U.S. Subsidiary of the Lead Borrower, substantially all of whose assets consist of Equity Interests in one or more direct or indirect Foreign Subsidiaries.

Documentation Agent: as defined in the preamble.

Dollar Equivalent: on any date, with respect to any amount denominated in Dollars, such amount in Dollars, and with respect to any stated amount in a currency other than Dollars, the equivalent amount thereof in Dollars (a) with respect to conversions of amounts set forth in any Obligor’s books and records, as set forth therein; provided that such amounts are calculated in accordance with GAAP, and (b) otherwise as determined by the Agent (which determination shall be conclusive and binding absent manifest error) using any method of determination it reasonably deems appropriate.

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Dollars: lawful money of the United States.

Dominion Accounts: special concentration accounts established by the U.S. Borrowers at Bank of America, the Canadian Obligors at Bank of America (Canada), the German Borrowers at Bank of America, N.A. (acting through its London Branch) or, in either case, at another bank reasonably acceptable to the Agent, over which the Agent has exclusive control for withdrawal purposes pursuant to the terms and provisions of this Agreement and the other Loan Documents.

EBITDA: with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by:

(a) provision for taxes, including, without limitation, foreign, federal, state, local, franchise, excise and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations, and including pursuant to any Tax sharing arrangements) of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Consolidated Interest Expense and Charges of such Person and such Subsidiaries for such period (including (x) net losses on obligations under Hedging Agreements or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) fees payable in respect of letters of credit and (z) costs of surety bonds in connection with financing activities, in each case, to the extent included in Consolidated Interest Expense and Charges), together with items excluded from the definition of “Consolidated Interest Expense and Charges” pursuant to clauses (1) of the definition thereof”, and, in each such case, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any equity offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Debt permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Term Loan Debt, the Existing Secured Notes Debt or the Senior Notes Debt, this Agreement or any Refinancing Debt and (ii) any such fees, costs (including call premiums), commissions, expenses and other charges related to any amendment or other modification of the Term Loan Debt, the Existing Secured Notes Debt, the Senior Notes Debt, this Agreement, the Second Amended Credit Agreement, the Existing Term Loan Agreement or any other Refinancing Debt, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

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(e) the amount of any non-cash restructuring charge, accrual or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any non-cash restructuring costs incurred in connection with acquisitions after the Third Restatement Date and non-cash costs related to the closure and/or consolidation of facilities (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(f) the amount of any cash restructuring charge, accrual or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any cash restructuring costs incurred in connection with acquisitions after the Third Restatement Date, cash costs related to the implementation of cost savings initiatives and operating expense reductions, closure and/or consolidation of facilities and plants, opening and pre-opening expenses, business optimization and other integration and transition Charges (including inventory optimization programs, software development costs, costs relating to curtailments, costs related to entry into new markets, strategic initiatives and contracts, consulting fees, expansion and relocation expenses, modifications to pension and post-retirement employee benefit plans, new systems design and implementation costs and startup costs) and severance and relocation, signing, retention and executive recruiting costs; plus

(g) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(h) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(i) the amount of any management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period under the Management Agreement to the extent otherwise permitted hereunder; plus

(j) any costs or expense deducted (and not added back) in computing Consolidated Net Income by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Lead Borrower or net cash proceeds of an issuance of Equity Interest of the Lead Borrower (other than Disqualified Equity Interests); plus

(k) Public Company Costs; and

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced

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EBITDA in any prior period and (b) the minority interest income consisting of subsidiary losses attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary to the extent such minority interest income is included in Consolidated Net Income and has not been received in cash by the Lead Borrower or its Restricted Subsidiaries.

For purposes of computing EBITDA for any fiscal period during which a Permitted Acquisition is consummated, there shall be included in EBITDA (without duplication) as if such Permitted Acquisition had been consummated as of the first day of such period, the Acquired EBITDA of any Person or any division, product line and/or business operated by any Person, in each case, acquired by any Borrower or any Subsidiary of any Borrower during such period to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person or any division, product line and/or business acquired and not subsequently disposed of, an “Acquired Entity or Business”), based on the Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) determined on a Pro Forma Basis.

For purposes of computing EBITDA for any fiscal period during which a Permitted Asset Disposition of a Subsidiary, division, product line and/or business is consummated, there shall be excluded from EBITDA (without duplication) as if such Permitted Asset Disposition had been consummated as of the first day of such period, the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by any Borrower or any Restricted Subsidiary during such period (each such Person, division, product line and/or business so sold or disposed of, a “Sold Entity or Business”) based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition) determined on a Pro Forma Basis.

Eligible Accounts: those Accounts created by a U.S. Borrower or a Canadian Obligor in the Ordinary Course of Business, that arise out of such U.S. Borrower’s or Canadian Obligor’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by the Agent in the Agent’s Credit Judgment to address the results of any audit performed by the Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall not include the following:

(a) Accounts (i) that are more than 60 days past due and (ii) if no due date is specified, that the Account Debtor has failed to pay within 90 days of original invoice date,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c) Accounts with respect to which the Account Debtor is an Affiliate of a U.S. Borrower or Canadian Obligor, or an employee or agent of a U.S. Borrower or Canadian Obligor,

(d) Accounts arising 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,

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(e) Accounts that are not payable in Dollars or Canadian Dollars,

(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, or (ii) is not organized under the laws of the United States, any state thereof, Canada or any province or territory thereof, or (iii) is the government of any country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (x) the Account is supported by an irrevocable letter of credit reasonably satisfactory to the Agent (as to form, substance, and issuer or domestic confirming bank) which letter of credit is assigned to the Agent for benefit of the Secured Parties (with such assignment acknowledged by the issuing or domestic confirming bank) or, if requested by the Agent, that has been delivered to the Agent and is directly drawable by the Agent, or (y) the Account is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to the Agent,

(g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which the applicable Borrower has complied, to the reasonable satisfaction of the Agent, with the Assignment of Claims Act, 31 USC § 3727), (ii) any state of the United States or, (iii) Canada, any province or territory of Canada or any department, agency, or instrumentality thereof (exclusive, however, of Accounts with respect to which the applicable Obligor has complied, to the reasonable satisfaction the Agent, with Part VII of the Financial Administration Act (Canada) or other Applicable Law and also excluding Accounts, the perfection on which may be effected by registration under the PPSA),

(h) Accounts with respect to which the Account Debtor is a creditor of a Borrower or any Guarantor, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff or dispute,

(i) Accounts with respect to which an Account Debtor whose total obligations owing to the U.S. Borrowers or the Canadian Obligors, as applicable, exceeded 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by the Agent’s Credit Judgment if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by the Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit but shall not be excluded in an amount in excess of the foregoing percentage,

(j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Borrower or any Guarantor has received notice of an imminent Insolvency Proceeding,

(k) Accounts, the collection of which the Agent, in its Credit Judgment, believes to be doubtful by reason of the Account Debtor’s financial condition,

(l) Accounts that are not subject to a valid and perfected first priority Agent’s Lien; provided that, in the case of Accounts of the Canadian Obligors, this clause (l) shall not exclude from Eligible Accounts those Accounts subject to unregistered Liens created by operation of law that accrue amounts not yet due and payable, provided that such Liens are Permitted Liens,

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(m) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

(n) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Country,

(o) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable U.S. Borrower or Canadian Obligor of the subject contract for goods or services,

(p) Accounts acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Accounts, in each case, reasonably satisfactory to the Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition), or

(q) Accounts with dated terms of more than 180 days from the invoice date.

Eligible Assignee: a Person that is not a Disqualified Institution and that is reasonably acceptable to the Agent, each Swingline Lender and each Issuing Bank (such approval by all such parties not to be unreasonably withheld or delayed) and is (a) a commercial bank organized under the laws of the United States, or any state thereof (and if to be a Lender to the Canadian Borrower, a Canadian Qualified Lender), and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States or Canada, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, or (d) any pre-existing Lender; provided that, (i) in the case of each of clauses (a), (b) and (c), so long as such Person is reasonably acceptable to and approved by the Lead Borrower (such approval by the Lead Borrower not to be unreasonably withheld or delayed); provided further that (x) the consent of the Lead Borrower shall not be required and (y) no Person need be a Canadian Qualified Lender to be a Lender to the Canadian Borrower during the continuation of an Event of Default pursuant to Section 10.1(a) or 10.1(h) (with respect to the Lead Borrower, the Canadian Obligors and the German Borrowers only)) and (ii) in no event shall a Disqualified Institution constitute an Eligible Assignee.

Eligible German Accounts: those Accounts created by a German Borrower in the Ordinary Course of Business, that arise out of such German Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible German Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by the Agent in the Agent’s Credit Judgment to address the results of any audit performed by the Agent from time to time after the Closing Date. In determining the amount to be included, Eligible German Accounts shall be calculated net of customer deposits and unapplied cash. Eligible German Accounts shall not include the following:

(a) Accounts (i) that are more than 60 days past due and (ii) if no due date is specified, that the Account Debtor has failed to pay within 90 days of original invoice date,

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(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c) Accounts with respect to which the Account Debtor is an Affiliate of a German Borrower, or an employee or agent of a German Borrower, or any Affiliate of a German Borrower,

(d) Accounts arising 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,

(e) Accounts that are not payable in Dollars, Pounds Sterling or Euros,

(f) Accounts with respect to which the Account Debtor (other than those related to the United States which are governed by clause (g) below) either (i) does not maintain its chief executive office in the United States, Canada or any country which was a Participating Member State of the European Union prior to May 1, 2004, or (ii) is not organized under the laws of United States, Canada or any country which was a Participating Member State of the European Union prior to May 1, 2004, or (iii) is the government of Canada or any country which was a Participating Member State of the European Union prior to May 1, 2004, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (x) the Account is supported by an irrevocable letter of credit reasonably satisfactory to the Agent (as to form, substance, and issuer or domestic confirming bank) which letter of credit is assigned to the Agent for the benefit of the Secured Parties (with such assignment acknowledged by the issuing or domestic confirming bank) or, if requested by the Agent, that has been delivered to the Agent and is directly drawable by the Agent, or (y) the Account is covered by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to the Agent,

(g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which the applicable Borrower has complied, to the reasonable satisfaction of the Agent, with the Assignment of Claims Act, 31 USC § 3727), (ii) any state of the United States,

(h) Accounts with respect to which the Account Debtor is a creditor of a Borrower or any Guarantor, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff or dispute,

(i) Accounts with respect to which an Account Debtor whose total obligations owing to the German Borrowers exceeded 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by the Agent’s Credit Judgment if the creditworthiness of such Account Debtor deteriorates) of all Eligible German Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible German Accounts that are excluded because they exceed the foregoing percentage shall be determined by the Agent based on all of the otherwise Eligible German Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit but shall not be excluded in an amount in excess of the foregoing percentage,

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(j) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Borrower or any Guarantor has received notice of an imminent Insolvency Proceeding,

(k) Accounts, the collection of which the Agent, in its Credit Judgment, believes to be doubtful by reason of the Account Debtor’s financial condition,

(l) Accounts that are not subject to a valid and perfected first priority Agent’s Lien; provided that, in the case of Accounts of the German Obligors, this clause (l) shall not exclude from Eligible German Accounts those Accounts subject to unregistered Liens created by operation of law that accrue amounts not yet due and payable, provided that such Liens are Permitted Liens,

(m) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

(n) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Country,

(o) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by the applicable German Borrower of the subject contract for goods or services,

(p) Accounts acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Accounts, in each case, reasonably satisfactory to the Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition), or

(q) Accounts with dated terms of more than 180 days from the invoice date (other than Accounts less than 60 days past due of up to an aggregate amount of €1,500,000 at any time).

Eligible German Inventory: Inventory of any German Borrower consisting of finished goods held for sale in the Ordinary Course of Business or raw materials, that complies with each of the representations and warranties respecting Eligible German Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by the Agent in the Agent’s Credit Judgment to address the results of any audit or appraisal performed by the Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market value on a basis consistent with Obligors’ historical accounting practices. An item of Inventory shall not be included in Eligible German Inventory if:

(a) any German Borrower does not have good, valid, and marketable title thereto,

(b) any German Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a German Borrower),

(c) it is not located at a location in Germany,

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(d) it is in-transit to or from a location of any German Borrower (other than in-transit from one location of any German Borrower to another location of any German Borrower),

(e) it is located on real property leased by any German Borrower, as applicable, or in a contract warehouse, in each case, unless (i) (A) it is subject to a Lien Waiver executed by the lessor or warehouseman, as the case may be, or (B) a Rent and Charges Reserve has been established and (ii) it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises,

(f) it is the subject of a bill of lading or other document of title,

(g) it is not subject to a valid and perfected first priority Agent’s Lien;

(h) it consists of goods returned or rejected by any German Borrower’s customers other than the goods that are undamaged or resalable in the Ordinary Course of Business,

(i) it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process (other than Eligible Machinery-in-Process Inventory, which shall be deemed Eligible German Inventory), or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in any German Borrower’s business, bill and hold goods, defective goods, “seconds” or Inventory acquired on consignment, or

(j) it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to the Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

Eligible Inventory: Inventory of a U.S. Borrower or any Canadian Obligor, as applicable, consisting of finished goods held for sale in the Ordinary Course of Business or raw materials, that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by the Agent in the Agent’s Credit Judgment to address the results of any audit or appraisal performed by the Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market value on a basis consistent with Obligors’ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if:

(a) a U.S. Borrower or any Canadian Obligor, as applicable, does not have good, valid, and marketable title thereto,

(b) a U.S. Borrower or any Canadian Obligor, as applicable, does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a U.S. Borrower or Canadian Obligor, as applicable),

(c) it is not located at a location in the United States or Canada,

(d) it is in-transit to or from a location of a U.S. Borrower or any Canadian Obligor, as applicable (other than in-transit from one location of a U.S. Borrower or any Canadian Obligor to another location of a U.S. Borrower or any Canadian Obligor, as applicable),

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(e) it is located on real property leased by a U.S. Borrower or any Canadian Obligor, as applicable, or in a contract warehouse, in each case, unless (i) (A) it is subject to a Lien Waiver executed by the lessor or warehouseman, as the case may be, or (B) a Rent and Charges Reserve has been established and (ii) it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises,

(f) it is the subject of a bill of lading or other document of title,

(g) it is not subject to a valid and perfected first priority Agent’s Lien; provided that in the case of Inventory of the Canadian Obligors, this clause (g) shall not exclude from Eligible Inventory that Inventory subject to unregistered Liens created by operation of law that secure amounts not yet due and payable, provided such Liens are Permitted Liens,

(h) it consists of goods returned or rejected by a U.S. Borrower’s or any Canadian Obligor’s, as applicable, customers other than the goods that are undamaged or resalable in the Ordinary Course of Business,

(i) it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process (other than Eligible Machinery-in-Process Inventory, which shall be deemed Eligible Inventory), or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in the U.S. Borrowers’ or any Canadian Obligor’s, as applicable, business, bill and hold goods, defective goods, “seconds” or Inventory acquired on consignment, or

(j) it was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory, in each case, reasonably satisfactory to the Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

Eligible Machinery-in-Process Inventory: Inventory that would qualify as Eligible Inventory or Eligible German Inventory, as applicable, but for the fact that it consists of machines that are work-in-process, which when completed, shall be finished goods held for sale in the Ordinary Course of Business; provided that such machines must (i) be subject to a confirmed written purchase order and (ii) have an expected ship date to a customer of not more than 60 days.

EMU: the economic and monetary union as contemplated in the Treaty on European Union.

EMU Legislation: the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

Enforcement Action: any action to enforce any Obligations or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise of any right to vote or act in an Obligor’s Insolvency Proceeding, or otherwise), in each case solely to the extent permitted by the Loan Documents.

Engagement Letter: the engagement letter, dated as of May 1, 2015, by and among the Lead Borrower and the Third Amendment & Restatement Lead Arranger.

Environment: ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources, or as such term is otherwise defined in any Environmental Law.

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Environmental Claim: any claim, written notice, demand, order, action, suit or proceeding alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release of Hazardous Material at any location or (ii) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health and safety (as it relates to exposure to Hazardous Materials) or the Environment.

Environmental Law: any and all present and future applicable treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, in each case having the force and effect of law, and the common law, relating to protection of public health as it relates to exposure to Hazardous Materials, the Release or threatened Release of Hazardous Material, the protection of the Environment, natural resources or natural resource damages, or occupational safety or health (as it relates to exposure to Hazardous Materials), and any and all applicable Environmental Permits.

Environmental Lien: any Lien in favor of any Governmental Authority pursuant to any Environmental Law.

Environmental Permit: any permit, license, approval, registration, notification, exemption, consent or other authorization required under Environmental Law.

Equity Interest: (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interest (whether general or limited), (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, and (e) all warrants, options or other rights to acquire any of the items in clauses (a) through (d), but, in the case of clauses (a) through (e), excluding any debt security that is convertible into, or exchange for, the items in clauses (a) through (d).

ERISA: the Employee Retirement Income Security Act of 1974.

ERISA Affiliate: any Person (including any trade or business, whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) receipt of notice from the PBGC relating to the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA with respect to any Pension Plan or Multiemployer Plan, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate in connection with the termination of a Pension Plan.

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European Guarantors: collectively, the Initial European Guarantors and the Post-Amendment Effective Date European Guarantors.

Euros and €: the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

Event of Default: as defined in Section 10.1.

Exchange Act: the Securities Exchange Act of 1934, as amended.

Exchange Rate: on any day with respect to any currency other than Dollars, the exchange rate reported by Bloomberg (or other commercially available source designated by the Agent) as of the end of the preceding business day in the financial market for such currency.

Excluded Deposit Account: a Deposit Account (i) which is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (ii) which is used for the sole purpose of paying taxes, including sales taxes, (iii) which is used for the sole purpose of holding the proceeds of Term Priority Collateral pending reinvestment by the Borrowers or application against the Term Loan Debt, (iv) which is used exclusively as an escrow account or as a fiduciary or trust account or (v) which, individually or in the aggregate, has an average daily balance for any fiscal month of less than $5,000,000.

Excluded Hedging Obligation: with respect to any Obligor, any obligation under any Hedging Agreement if, and to the extent that, all or a portion of the guarantee of such Obligor of, or the grant by such Obligor of a security interest to secure, such obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of such Obligor or the grant of such security interest becomes effective with respect to such related obligation. If an obligation under any Hedging Agreement arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

Excluded Subsidiary: (a) each Foreign Subsidiary, (b) any Subsidiaries that are not-for-profit entities or captive insurance Subsidiaries, and any Immaterial Subsidiary, (c) any other Subsidiary of the Borrowers whose guarantee of the Secured Obligations would result in an adverse tax consequence to Holdings or any of its Subsidiaries (including as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Lead Borrower, (d) any other Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (e) any Subsidiary that is prohibited by Applicable Law or by any contractual obligation existing on the Restatement Date or existing at the time of acquisition thereof after the Restatement Date, in each case, from becoming a Guarantor or which would require governmental (including regulatory) or contractual party consent, approval, license or authorization to provide a guarantee hereunder unless such consent, approval, license or authorization has been received (but without an obligation by any Subsidiary or Borrower to seek the same), (f) an Unrestricted Subsidiary, (g) any other Subsidiary to the extent that the cost or burden of making it a Guarantor hereunder is excessive in relation to the value afforded thereby (as reasonably determined by the Agent and the Lead Borrower), and (h) any Disregarded Domestic Person.

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Excluded Tax: with respect to the Agent, any Lender, the Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation of any Obligor hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its overall net or gross income (however denominated), capital Taxes and franchise Taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or has a permanent establishment or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or as a result of any other present or former connection between the jurisdiction imposing such Tax and such recipient (other than a connection arising solely as a result of having executed, delivered, been a party to, performed its obligations or received a payment under, or enforced any Loan Document); (b) any branch profits Taxes imposed under Section 884(a) of the Code or any similar Tax, imposed by any other jurisdiction described in clause (a); (c) in the case of a Lender or Issuing Bank (other than an assignee pursuant to a request by the Agent or the Lead Borrower under Section 12.4), solely with respect to any U.S. Secured Obligation or Canadian Secured Obligation, any U.S. federal or Canadian federal or provincial withholding Tax that is required pursuant to laws in effect at the time such Lender or Issuing Bank becomes a Lender or Issuing Bank (or designates a new Lending Office) hereunder with respect to any U.S. Secured Obligation or Canadian Secured Obligation, as applicable, except to the extent that such Lender or Issuing Bank (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Taxes pursuant to Section 5.8; (d) withholding Tax attributable to a Lender’s or Issuing Bank’s failure to comply with Section 5.9 and (e) any U.S. federal withholding Tax imposed pursuant to FATCA.

Existing Canadian Letters of Credit: the letters of credit under the Second Amended Credit Agreement outstanding prior to the Third Restatement Date and set forth on Schedule 1.1(a) and identified as Existing Canadian Letters of Credit.

Existing Foreign Facilities: the committed debt facilities and other financing arrangements (including, without limitation commercial paper facilities with banks or other institutional lenders or other investors) of Foreign Subsidiaries existing on the Third Restatement Date and set forth on Schedule 6.1, providing for revolving credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, waivers, modifications, extensions, renewals, replacements (whether or not upon termination, and whether with the original lenders or otherwise), restructurings, repayments, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or other investors generally that amends, restates, supplements, waives, replaces (whether or not upon termination, and whether with the original lenders or otherwise) restructures, repays, refunds, refinances or otherwise modifies from time to time any part of the loans, notes, other credit facilities or incremental facilities (or bridge loans or notes issued in lieu of such incremental facilities) or commitments thereunder, including any such replacement, refunding, refinancing, incremental or bridge facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowing is permitted under Section 9.2.1).

Existing German Letters of Credit: the letters of credit under the Amended Credit Agreement outstanding prior to the Third Restatement Date and set forth on Schedule 1.1(a) and identified as Existing German Letters of Credit.

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Existing Letters of Credit: the Existing Canadian Letters of Credit, the Existing German Letters of Credit and the Existing U.S. Letters of Credit.

Existing Secured Notes Agent: U.S. Bank National Association, as collateral agent for the holders of the Secured Notes Debt, including its successors and permitted assigns in such capacity from time to time.

Existing Secured Notes Debt: the senior secured notes and the guarantees thereof issued pursuant to the Secured Notes Indenture.

Existing Secured Notes Indenture: that certain Indenture, dated as of April 30, 2012, by and among the Lead Borrower, Mcron Finance Corp., U.S. Bank National Association, and the guarantor party thereto.

Existing Term Loan Agreement: that certain Term Loan Agreement, dated as of March 28, 2013, by and among Holdings, the Lead Borrower and certain of its subsidiaries, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Third Restatement Date.

Existing U.S. Letters of Credit: the letters of credit under the Second Amended Credit Agreement outstanding prior to the Third Restatement Date and set forth on Schedule 1.1(a) and identified as Existing U.S. Letters of Credit.

Extended Revolving Commitment: as defined in Section 2.1.9(a).

Extended Revolving Loan: as defined in Section 2.1.9(a).

Extending Revolving Lender: as defined in Section 2.1.9(a).

Extension: as defined in Section 2.1.9(a).

Extension Offer: as defined in Section 2.1.9(a).

Extraordinary Expenses: all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, in accordance with the terms of this Agreement, the Original Credit Agreement, the Amended Credit Agreement, the Second Amended Credit Agreement and the other applicable Loan Documents, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of the Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability; (c) the exercise, protection or enforcement of any rights or remedies of the Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and reasonable standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

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FATCA: Sections 1471 through 1474 of the Code as in effect on the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) the United States Treasury Regulations and published guidance with respect thereto, or official interpretations thereof, whether in existence on the date hereof or promulgated thereafter, any agreements entered into pursuant to Section 1471(b)(1) of the Code as in effect on the date hereof (or any amended or successor version described above) and any intergovernmental agreements entered into in connection with the foregoing (together with any law implementing such agreements).

FCCR Test Amount: as defined in Section 9.3.1.

Federal Funds Rate: the per annum rate equal to (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by the Agent; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

Fee Letters: (a) the fee letter agreements, dated as of March 29, 2012, by and among the Agent, Mcron Finance Sub LLC, Holdings and any joint lead arranger or joint bookrunner and the other parties thereto and (b) the fee letter agreements, dated as of February 11, 2013, by and among the Agent, the Lead Borrower and the joint lead arrangers and joint bookrunners party thereto.

Fiscal Quarter: each period of three fiscal months, commencing on the first day of a Fiscal Year.

Fiscal Year: the fiscal year of Holdings and its Subsidiaries for accounting purposes, ending on December 31 of each year.

Fixed Amount: as defined in Section 1.6.2.

Fixed Charge Coverage Ratio: the ratio, determined on a consolidated basis for the Borrowers and their Restricted Subsidiaries for the most recent four Fiscal Quarters period, of (a) EBITDA minus (i) Capital Expenditures (except those financed with Debt for borrowed money other than the Revolver Loans) paid in cash for such period and (ii) the aggregate amount of federal, state, local and foreign income taxes paid or payable currently in cash for such period to (b) Fixed Charges paid or payable currently in cash for such period.

Fixed Charges: the sum of (a) Net Interest Expense, (b) regularly scheduled principal payments on funded Debt paid or payable currently in cash for such period (other than payments made by the Borrowers and their Restricted Subsidiaries to the Borrowers and their Subsidiaries), and (c) Restricted Payments made under clauses (b), (c), (d), (h)(iv) (only to the extent the Borrowers would have relied on the Payment Conditions to make such Investment) and (j) of the definition of “Permitted Restricted Payments” (but excluding any Restricted Payments that are otherwise consolidated) made in cash during any fiscal period.

For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Acquisition is consummated, there shall be included in Fixed Charges (without duplication)

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as if such Permitted Acquisition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Acquired Entity or Business (but not including the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Debt for borrowed money (other than revolving loans) of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) determined on a Pro Forma Basis.

For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Asset Disposition is consummated, there shall be excluded in Fixed Charges (without duplication) as if such Permitted Asset Disposition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Disposed Entity or Business (but not excluding the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Debt for borrowed money (other than revolving loans) of such Disposed Entity or Business for such period (including the portion thereof occurring prior to such disposition) determined on a Pro Forma Basis.

FLSA: the Fair Labor Standards Act of 1938.

Flood Insurance Laws: collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

Foreign Lender: any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

Foreign Plan: any employee benefit plan or arrangement, other than any Canadian Employee Plan or Canadian Pension Plan, (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Foreign Subsidiary: a Subsidiary that is not a U.S. Subsidiary.

Fronting Exposure: a Defaulting Lender’s Pro Rata share of LC Obligations or Swingline Loans (or, in each case, the applicable portion thereof under the U.S. Sub-Facility, the Canadian Sub-Facility or the German Sub-Facility), as applicable, except to the extent allocated to other Lenders or Cash Collateralized under Section 4.2.

Full Payment: with respect to any Obligations, (a) the full cash payment thereof (other than obligations for taxes, indemnification, charges and other inchoate or contingent or reimbursable liabilities for which no claim or demand for payment has been made or, in the case of indemnification, no notice has been given (or, in each case, reasonably satisfactory arrangements have otherwise been made)), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in such proceeding); and (b) if such Obligations are LC Obligations or inchoate or contingent in nature (other than inchoate or contingent or reimbursable obligations for which no claim or demand for payment has been made or, in the case of indemnification, no notice has been given (or reasonably satisfactory arrangements have otherwise been made)), Cash Collateralization thereof. No Revolver Loans shall be deemed to have been paid in full until all Revolver Commitments related to such Revolver Loans have expired or been terminated.

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GAAP: generally accepted accounting principles in effect in the United States from time to time.

German Account Pledge Agreement: the German account pledge agreement executed and delivered by the German Borrowers in favor of the Agent on the Second Restatement Date substantially in the form of Exhibit F-1.

German Available Credit: as to any German Borrower, at any time, (a) the lesser of (i) the Total German Revolver Sublimit in effect at such time and (ii) the German Borrowing Base attributable to such German Borrower at such time, minus (b) the sum of the aggregate German Revolver Credit Outstandings of such German Borrower at such time.

German Base Rate: (a) with respect to Revolving Loans denominated in Euros, the rate equal to the highest of (i) the rate as set and published by the European Central Bank known as the ECB Main Refinancing Rate (or any successor rate), and (ii) the LIBOR rate on such day (or if such day is not a Business Day, the immediately preceding Business Day), with a maturity of three months and (b) with respect to Revolving Loans denominated in Dollars and funded outside the United States and Canada, a fluctuating rate per annum equal to the rate of interest in effect for such day as publicly announced from time to time by the local branch of Bank of America in the jurisdiction in which such currency is funded as its “base rate”. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

German Base Rate Loan: a German Revolver Loan that bears interest based on the German Base Rate.

German Borrowers: each German Subsidiary of Holdings listed on the signature pages hereto as a “Borrower”.

German Borrowing Base: the Dollar Equivalent sum of the following, as set forth in the most recently delivered Borrowing Base Certificate by such German Borrower:

(a) 85% of Eligible Accounts of the applicable German Borrower; plus

(b) the lesser of (x) 65% of the lesser of cost (on a basis consistent with the Obligors’ historical accounting practices) or market value of Eligible German Inventory of the applicable German Borrower; and (y) 85% of the appraised NOLV Percentage of Eligible German Inventory of the applicable German Borrower; minus

(c) any Availability Reserve established in connection with the foregoing.

German Global Assignment: the German global assignment executed and delivered by a German Borrower in favor of the Agent on the Second Restatement Date, substantially in the form of Exhibit F-2.

German Guarantor: each Canadian Subsidiary (other than any Canadian Subsidiary that qualifies as an Excluded Subsidiary under clause (b), (c), (e), (f) or (g) of the definition of “Excluded Subsidiary”), the Lead Borrower, Holdings, each European Guarantor and each other U.S. Guarantor that guarantees payment or performance of any German Secured Obligations pursuant to the terms and provisions of this Agreement and listed on Schedule II hereto or joined pursuant to a joinder agreement as contemplated by Section 9.1.9.

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German Increase Date: as defined in Section 2.1.4(b)(ii).

German Increase Loan Lender: as defined in Section 2.1.4(b)(ii).

German LC Obligations: the sum (without duplication) of (a) all amounts owing by the German Borrowers for any drawings under Letters of Credit; and (b) the stated amount of all outstanding Letters of Credit issued for the benefit of the German Borrowers.

German Lead Borrower: (i) the Lead Borrower and (ii) upon designation as such in writing by the Lead Borrower to the Agent or upon the grant of online borrowing authorization, in each case, from time to time, any German Borrower.

German Letter of Credit: any standby or documentary letter of credit issued by the Issuing Bank for the account of the German Borrower or any of the German Borrower’s Subsidiaries, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by the Agent or the Issuing Bank for the benefit of any German Obligor or any German Obligor’s Subsidiaries.

German Letter of Credit Subline: $15,000,000.

German Loan Party: any Loan Party organized under the laws of Germany

German Maximum Credit: at any time, the lesser of (a) the Total German Revolver Sublimit in effect at such time and (b) the German Borrowing Base of such German Borrower at such time.

German Obligations: all (a) principal of and premium, if any, on the German Revolver Loans, (b) German LC Obligations, (c) principal of and premium, if any, on any Specified Refinancing Debt borrowed or payable by the German Borrowers, (d) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by German Borrowers, in each case pursuant to the German Sub-Facility, (e) other monetary obligations owing by the German Borrowers with respect to the German Sub-Facility and (f) the Canadian Secured Obligations (solely in such Loan Party’s capacity as a Canadian Guarantor), each pursuant to the terms and provisions of the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several, including interest, expenses and fees which, but for the filing of a petition in bankruptcy or commencement of any other Insolvency Proceeding with respect to any German Borrower, would have accrued on any Obligations, whether or not a claim is allowed against such German Borrower for such interest, expense or fees in the Insolvency Proceeding.

German Obligor: the German Borrowers and the German Guarantors.

German Overadvance: as defined in Section 2.1.6(c).

German Priority Payables Reserve: on any date of determination and only with respect to a German Obligor, reserves established by the Agent in its Credit Judgment for amounts secured by Liens, choate or inchoate, which rank or which would reasonably be expected to rank in priority senior to or pari passu with the Agent’s Liens on Collateral in the German Borrowing Base.

German Revolver Commitment Increase: as defined in Section 2.1.4(b)(i).

German Revolver Commitment Increase Notice: as defined in Section 2.1.4(b)(ii).

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German Revolver Credit Outstandings: at any particular time, the sum of (a) the Dollar Equivalent of the principal amount of the German Revolver Loans of a German Borrower outstanding at such time and (b) the Dollar Equivalent of the German LC Obligations of a German Borrower outstanding at such time.

German Revolver Loan: a loan made pursuant to Section 2.1.1(c), including, without duplication, any Overadvance Loan in respect of a German Overadvance and Extended Revolving Loan in respect of any of the foregoing. German Revolver Loans may be either German Base Rate Loans or LIBOR Loans, in either case, denominated in Dollars or in Euros.

German Secured Bank Product Obligations: Bank Product Debt of a German Borrower or any European Guarantor owing to a Secured Bank Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America and its Affiliates and branches so long as Bank of America is the Agent) reasonably specified by such provider in writing to the Agent, which amount may be established or increased (by further written notice to the Agent from time to time) as long as no Default or Event of Default exists; provided that German Secured Bank Product Obligations of a German Borrower or any European Guarantor shall not include Excluded Hedging Obligations of such German Borrower or European Guarantor.

German Secured Obligations: the German Obligations and the German Secured Bank Product Obligations.

German Security Documents: the German Account Pledge Agreement, the German Global Assignment, the German Security Transfer Agreement and all other documents, instruments and agreements now or hereafter securing any German Secured Obligations.

German Security Transfer Agreement: the security transfer agreement executed and delivered by the German Borrowers in favor of the Agent on the Second Restatement Date, substantially in the form of Exhibit F-3.

German Sub-Facility: the Revolver Commitments of the Lenders solely related to the obligation to make Revolver Loans and issue Letters of Credit to a German Borrower, and the German Revolver Loans so made and German Letters of Credit so issued and other German Obligations of the German Borrowers related thereto.

German Subsidiary: a Subsidiary that is organized under the laws of Germany.

GmbH: as defined in Section 13.9.1(a).

GmbHG: as defined in Section 13.9.2(a).

Governmental Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority: any federal, state, provincial, territorial, local, municipal, foreign or other governmental agency, authority, body, department, commission, court, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for any governmental, judicial, investigative, regulatory or self-regulatory authority (including any supra-national bodies such as the European Union or the European Central Bank).

Guarantee: as defined in Section 13.9.1(a).

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Guarantors: as defined in the preamble, including the U.S. Guarantors, the Canadian Guarantors and the German Guarantors.

Hazardous Materials: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant; or any chemicals, wastes, materials, compounds, constituents or substances, regulated under any Environmental Laws because of their hazardous or dangerous properties or characteristics.

Hedging Agreement: an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency or commodity.

Holdings: (i) from and after the Third Restatement Date until the consummation of the Milacron Holdings Merger, Milacron Intermediate, and (ii) upon the consummation of the Milacron Holdings Merger, Milacron Holdings.

Immaterial Subsidiary: at any date of determination, any Restricted Subsidiary designated as such in writing by the Lead Borrower from time to time (1) whose total assets (when combined with the assets of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) at the last day of the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) on or prior to such determination date were less than 5.0% of the Total Assets of the Lead Borrower, the Canadian Borrower and the Restricted Subsidiaries as of such date and (2) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) for such period were less than 5.0% of the consolidated gross revenues of the Lead Borrower, the Canadian Borrower and the Restricted Subsidiaries, in each case determined in accordance with GAAP; provided that Immaterial Subsidiaries shall not in the aggregate have (a) total assets (when combined with the assets of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) at the last day of the most recently ended four Fiscal Quarter period for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) on or prior to such determination date greater than 5.0% of the Total Assets of the Lead Borrower, the Canadian Borrower and the Restricted Subsidiaries at such date or (b) gross revenues (when combined with the revenues of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompany obligations) for such period greater than 5.0% of the consolidated gross revenues of the Lead Borrower, the Canadian Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.

Increase Date: as defined in Section 2.1.4(a)(ii).

Increase Loan Lender: as defined in Section 2.1.4(a)(ii).

Incurrence-Based Amounts: as defined in Section 1.6.2.

Indemnified Parties: as defined in Section 14.2(a).

Indemnified Taxes: Taxes other than Excluded Taxes.

Indemnitees: Agent Indemnitees, Lender Indemnitees, the Issuing Bank Indemnitees and Bank of America Indemnitees.

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Initial European Guarantor: each of (i) D-M-E Europe CVBA, a company organized under the laws of Belgium, (ii) Uniloy Milacron SRL, a corporation organized under the laws of Italy, (iii) Cimcool Europe B.V., a corporation organized under the laws of the Netherlands and (iv) Milacron B.V., a corporation organized under the laws of the Netherlands.

Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal (including the Bankruptcy Code), provincial, territorial or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Belgian bankruptcy act of 8 August 1997, the Belgian continuity of enterprises act of 31 January 2009, or any other insolvency, bankruptcy, debtor relief or debt adjustment law, or for any related relief under any applicable bankruptcy or insolvency law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement, dissolution, liquidation, composition or extensions; (b) the appointment of a receiver, interim receiver, monitor, trustee, liquidator, administrator, conservator, custodian or other similar Person for such Person or any part of its Property, including, in the case of any Lender, the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity; (c) the marshalling of assets or liabilities or an assignment for the benefit of creditors; or (d) in case of a German Borrower, any petition for insolvency proceedings in respect of its assets (Antrag auf Eröffnung eines Insolvenzverfahrens) is filed in relation to such German Borrower.

Intellectual Property: as defined in the Security Agreements.

Intellectual Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or any Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

Intercreditor Agreement: the Intercreditor Agreement dated as of May 14, 2015, by and between the Term Loan Agent and the Agent and acknowledged by the Borrowers, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Interest Period: as defined in Section 3.1.3.

Inventory: as defined in the UCC (or with respect to any Canadian Obligor, the PPSA), including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in an Obligor’s business (but excluding Equipment).

Inventory Reserve: reserves established by the Agent, in its Credit Judgment, to reflect factors that may negatively impact the value of Eligible Inventory or Eligible German Inventory, as applicable.

Investment: with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of Debt), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to directors, officers, employees, members of management and consultants, in each case made in the Ordinary Course of Business), purchases or other acquisitions for consideration of Debt, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property; it being understood that guarantees of obligations not constituting Debt shall not be deemed an Investment. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for

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subsequent increases or decreases in value or any write-downs or write-offs thereof, but giving effect to any repayments thereof in the form of loans and any return on capital or return on Investment in the cash of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment).

Investment Grade Rating: a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P (or an equivalent rating by any other rating agency).

Investment Grade Securities: (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents), (ii) debt securities or debt instruments with a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other rating agency, but excluding any debt securities or instruments constituting loans or advances among the Lead Borrower and the Subsidiaries, (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) which fund may also hold immaterial amounts of cash pending investment or distribution and (iv) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

IRS: the United States Internal Revenue Service.

Issuing Bank: Bank of America or any Affiliate of Bank of America, Société Générale (with respect to the Existing Canadian Letters of Credit and Existing U.S. Letters of Credit), any other Lender reasonably acceptable to the Lead Borrower and the Agent (such consent not to be unreasonably withheld or delayed by either party) who agrees to issue Letters of Credit, or any replacement issuer appointed pursuant to Section 2.2.5.

Issuing Bank Indemnitees: the Issuing Bank and its officers, directors, employees, Affiliates, branches, agents and attorneys.

Italian Guarantor: as defined in Section 13.11.1.

Judgment Currency: as defined in Section 14.2(b).

LC Application: an application by the Lead Borrower, the Canadian Borrower or the German Lead Borrower to the Issuing Bank for issuance of a Letter of Credit, in form reasonably satisfactory to the Issuing Bank.

LC Conditions: the following conditions necessary for issuance of a Letter of Credit: (a) (i) with respect to Letters of Credit requested by the U.S. Borrowers, after giving effect to such issuance, (A) total U.S. LC Obligations do not exceed the U.S. Letter of Credit Subline, and (B) the sum of outstanding U.S. Revolver Loans and U.S. LC Obligations does not exceed the U.S. Maximum Credit, (ii) with respect to Letters of Credit requested by the Canadian Borrower, after giving effect to such issuance, (A) total Canadian LC Obligations do not exceed the Canadian Letter of Credit Subline, and (B) the sum of outstanding Canadian Revolver Loans and Canadian LC Obligations does not exceed the Canadian Maximum Credit or (iii) with respect to Letters of Credit requested by a German Borrower, after giving effect to such issuance, (A) total German LC Obligations do not exceed the German Letter of Credit Subline, (B) the sum of outstanding German Revolver Loans and German LC Obligations does not exceed the Total German Maximum Credit and (C) the sum of outstanding German Revolver Loans and German LC Obligations of the applicable German Borrower does not exceed the German Maximum Credit of such German Borrower; (b) each Letter of Credit shall expire not later than the earlier of (i) 365 days from issuance (or such longer period as may be agreed between the Issuing Bank and the applicable Borrower) and

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(ii) the fifth Business Day prior to the Revolver Termination Date; provided that any Letter of Credit may provide for an automatic renewal thereof for additional periods of up to 365 days (which in no event shall extend beyond the date referred to in clause (b)(ii), except to the extent Cash Collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Bank); (c) (i) with respect to any Letter of Credit requested by the U.S. Borrowers, the Letter of Credit and payments thereunder are denominated in Dollars, (ii) with respect to any Letter of Credit requested by the Canadian Borrower, the Letter of Credit and payments thereunder are denominated in either Dollars or Canadian Dollars or (iii) with respect to any Letter of Credit requested by a German Borrower, the Letter of Credit and payments thereunder are denominated in either Dollars or Euros; and (d) the form of the proposed Letter of Credit is satisfactory to the Agent and the Issuing Bank in their reasonable discretion.

LC Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by the Borrowers or any other Person to the Issuing Bank or the Agent in connection with any Letter of Credit.

LC Obligations: the U.S. LC Obligations, the Canadian LC Obligations and the German LC Obligations.

LC Request: a request for issuance of a Letter of Credit, to be provided by the Lead Borrower, the Canadian Borrower or the German Lead Borrower to an Issuing Bank, in form satisfactory to such Issuing Bank.

LCT Election: as defined in Section 1.6.1.

LCT Test Date: as defined in Section 1.6.1.

Lead Arrangers: Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, Barclays Bank PLC, the Amendment & Restatement Lead Arrangers, the Second Amendment & Restatement Lead Arranger and the Third Amendment & Restatement Lead Arranger.

Lead Borrower: as defined in the preamble.

Lender Indemnitees: the Lenders and their Affiliates and branches, and each of their respective officers, directors, employees, agents and attorneys.

Lenders: as defined in the preamble to this Agreement, including the Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance executed in accordance with this Agreement including, for the avoidance of doubt, the institutions that fund any Extended Revolving Loans, Extended Revolving Commitments and Specified Refinancing Debt; provided that in no event shall a Disqualified Institution be a Lender.

Lending Office: the office designated as such by the Applicable Lender at the time it becomes party to this Agreement or thereafter by written notice to the Agent and the Lead Borrower.

Letters of Credit: the U.S. Letters of Credit, the Canadian Letters of Credit and the German Letters of Credit.

LIBOR: for any Interest Period with respect to a LIBOR Loan, U.S. Base Rate Loan determined pursuant to clause (c) of the definition of “U.S. Base Rate”, Canadian Base Rate Loan determined pursuant to clause (c) of the definition of “Canadian Base Rate”, or German Base Rate Loan determined pursuant to clause (a)(ii) of the definition of “German Base Rate”, the rate appearing on Reuters Screen

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LIBOR01 Page (or on any successor or substitute page on such screen) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits in the London interbank market with a maturity comparable to such Interest Period; provided that if LIBOR shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. In the event that such rate does not appear on such page (or on any such successor or substitute page), “LIBOR” shall be determined by reference to such other publicly available service for displaying interest rates for Dollar deposits in the London interbank market as may be selected by the Agent.

LIBOR Loan: a Revolver Loan that bears interest based on LIBOR (other than a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan).

Lien: with respect to any asset, any mortgage, lien (statutory or otherwise), trust (constructive, deemed, statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, in each case in the nature of security, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof; provided that in no event shall an operating lease be deemed to constitute a Lien.

Lien Waiver: an agreement, in form reasonably satisfactory to the Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Agent and/or Term Loan Agent to enter upon the premises and remove the Collateral or to use the premises to store the Collateral as permitted hereunder; and (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for the Agent and/or Term Loan Agent, and agrees to deliver the Collateral to the Agent and/or Term Loan Agent upon request, in accordance with such agreement.

Limited Condition Transaction: as defined in Section 1.6.1.

Line Cap: at any time, an amount equal to the sum of the U.S. Maximum Credit, the Canadian Maximum Credit and the Total German Maximum Credit.

Liquidity Condition Availability: on any date, the sum of (a) U.S./Canada Availability on such date plus (b) the amount of Qualified Cash (up to $5,000,000) on such date (but not to exceed U.S./Canada Availability on such date).

Liquidity Event: the occurrence of a date when (a) Liquidity Condition Availability shall have been less than the greater of (i) 12.5% of the Line Cap and (ii) $13,750,000, in either case for five consecutive Business Days, until such date as (b) Liquidity Condition Availability shall have been at least equal to the greater of (i) 12.5% of the Line Cap and (ii) $13,750,000 for 30 consecutive calendar days. It being understood and agreed that for purposes of this Agreement and the other Loan Documents, a Liquidity Event shall not be deemed to occur as a result of any initial Borrowing (or Letter of Credit issuance), if any, on the Restatement Date unless and until additional Borrowings (or Letter of Credit issuances) are made and a Liquidity Event subsequently occurs as a result of such additional Borrowings (or Letter of Credit issuances).

Liquidity Notice: a written notice delivered by the Agent at any time during a Liquidity Period to any bank or other depository at which any Deposit Account (other than any Excluded Deposit Account) is maintained directing such bank or other depository (a) to remit all funds in such Deposit Account to a Dominion Account, or in the case of a Dominion Account, to the Agent on a daily basis, and (b) to cease following directions or instructions given to such bank or other depository by any Obligor regarding the    

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disbursement of funds from such Deposit Account (other than any Excluded Deposit Account), and (c) to follow all directions and instructions given to such bank or other depository by the Agent in each case, pursuant to the terms of any Deposit Account Control Agreement in place.

Liquidity Period: any period throughout which (a) a Liquidity Event has occurred and is continuing or (b) a Specified Event of Default has occurred and is continuing.

Loan Account: the loan account established by each Lender on its books pursuant to Section 5.7.

Loan Documents: the Original Credit Agreement, as amended and restated in the Amended Credit Agreement, as further amended and restated in the Second Amended Credit Agreement and as further amended and restated in this Agreement, the Amendment Agreement, the Second Amendment Agreement, the Other Agreements and the Security Documents.

Loan Parties: the Borrowers and the Guarantors.

Management Agreement: the Advisory Services and Monitoring Agreement, dated as of March 28, 2013, among Mcron Acquisition Corp., Milacron Holdings Inc., Mcron Finance Sub LLC and CCMP, as in effect on the Third Restatement Date and giving effect to amendments, restatements, amendments and restatements, supplements or other modifications thereto that taken as a whole are not disadvantageous in any material respect to the Lenders as compared to such agreement in effect on the Third Restatement Date.

Management Group: directors, officers and other management personnel of Lead Borrower (or its direct or indirect parent).

Management Notification: as defined in Section 13.9.2(b).

Margin Stock shall have the meaning assigned to such term in Regulation U.

Material Adverse Effect: a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of the Borrowers and their Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Agent under any Loan Document or (iii) the ability of the Borrowers and the Guarantors (taken as a whole) to perform their payment obligations under the Loan Documents.

Material Debt: any Debt represented by a contract or agreement (other than the Revolver Loans and LC Obligations, and any Specified Refinancing Debt hereunder) of any Obligor or any of their Restricted Subsidiaries in a principal amount exceeding $35,000,000. For purposes of determining Material Debt, the “principal amount” in respect of Debt of any Obligor or any of their Restricted Subsidiaries owing under any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Obligor or any of their Restricted Subsidiaries would be required to pay if the related Hedging Agreement were terminated at such time.

Milacron Holdings: Milacron Holdings Corp., a Delaware corporation.

Milacron Holdings Merger: the merger of Milacron Intermediate with or into Milacron Holdings, pursuant to which Milacron Holdings is the surviving or continuing entity and becomes an Obligor hereunder pursuant to Section 9.1.9(f).

Milacron Intermediate: Milacron Intermediate Holdings Inc., a Delaware corporation.

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Minimum Extension Condition: as defined in Section 2.1.9(b).

Mold-Masters: Mold-Masters Luxembourg Holdings S.à.r.l., a company incorporated under the laws of the Grand Duchy of Luxembourg as a private limited liability company (société à responsabilité limitée).

Moody’s: Moody’s Investors Service, Inc., and its successors.

Mortgaged Property: any owned Real Estate owned by any U.S. Obligor or Canadian Obligor as of the Third Restatement Date and any owned Real Estate acquired by any U.S. Obligor or Canadian Obligor after the Third Restatement Date with a fair market value in excess of a Dollar Equivalent of $5,000,000; provided that no Obligor shall be required to provide a Mortgage or grant security interests in any Real Estate located in New York State.

Mortgages: the U.S. Mortgages and the Canadian Mortgages.

Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions and with respect to which any Obligor has any ongoing obligation.

Net Assets: as defined in Section 13.9.3.

Net Income: with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

Net Interest Expense: for any period, as to the Borrowers and their Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP, (i) the amount equal to cash interest expense paid or payable currently for such period (including the interest component of any Capital Lease for such period), excluding (a) any fees and expenses associated with the Specified Transactions, (b) any costs associated with obtaining, or breakage costs in respect of, Hedging Agreements, (c) any fees or expenses associated with any Permitted Dispositions, Permitted Acquisitions, Permitted Investments, equity issuances or debt issuances (in each case, whether or not consummated) or (d) amortization of deferred financing costs, less (ii) any cash interest income for such period.

Net Proceeds: with respect to (i) any Asset Disposition, proceeds (including insurance proceeds or other condemnation awards and, when received, any deferred or escrowed payments) received by any Obligor in cash from such disposition, net of (a) costs and expenses actually incurred in connection therewith, including reasonable broker’s fees or commissions, investment banking fees, consultant fees, legal fees, survey costs, title insurance premiums (and related search and recording charges) and similar costs and expenses paid or payable in connection with such disposition; (b) amounts (including any premiums, penalties or interest) applied to repayment of Debt secured by a Permitted Lien which is required to be repaid such proceeds; (c) any Taxes paid or payable as a result thereof (including pursuant to any Tax sharing arrangements and, with respect to proceeds received by a Foreign Subsidiary, the amount of any Taxes that are reasonably estimated to be payable by Holdings and its Subsidiaries as a result of the expatriation of such proceeds); and (d) reserves for indemnities or for proceeds received from any casualty or condemnation, until such reserves are no longer needed and actually received; and (ii) any issuance or incurrence of Debt (other than Debt permitted by Section 9.2.1), the cash proceeds thereof, net of all taxes and customary fees (including investment banking fees), commissions, costs and other expenses incurred in connection therewith.

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NOLV Percentage: the net orderly liquidation value of Eligible Inventory or Eligible German Inventory, as applicable, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Eligible Inventory or Eligible German Inventory, as applicable, performed pursuant to the terms of this Agreement.

Notice of Borrowing: a Notice of Borrowing to be provided by the Lead Borrower, the Canadian Borrower or the German Lead Borrower to request a Borrowing of Revolver Loans, in the form of Exhibit E or other form reasonably satisfactory to the Agent.

Notice of Conversion/Continuation: a Notice of Conversion/Continuation to be provided by (a) the Lead Borrower to request a conversion or continuation of any U.S. Revolver Loans as LIBOR Loans, (b) the Canadian Borrower to request a conversion or continuation of any Canadian Revolver Loan as a B/A Equivalent Loan or (c) any German Borrower to request a conversion or continuation of any German Revolver Loan as a LIBOR Loan, in each case in a form reasonably satisfactory to the Agent.

Noticed Hedge: Secured Bank Product Obligations arising under a Hedging Agreement, in respect of which the notice delivered to the Agent by the applicable Secured Bank Product Provider and the applicable Borrower (as required under the definition of “Secured Bank Product Provider”) confirms that such Hedging Agreement shall be deemed a “Noticed Hedge” hereunder for all purposes, including the application of Availability Reserves and Section 5.5, so long as no Overadvance would result from establishment of a Bank Product Reserve with respect to such Hedging Agreement; provided that, if the amount of Secured Bank Product Obligations arising under such Hedging Agreement is increased in accordance with the definition of “Canadian Secured Bank Product Obligations”, “U.S. Secured Bank Product Obligations” or “German Secured Bank Product Obligations”, then such Secured Bank Product Obligations shall only constitute a Noticed Hedge to the extent that a Bank Product Reserve can be established with respect to such Hedging Agreement without resulting in an Overadvance.

Obligations: the U.S. Obligations, the Canadian Obligations and the German Obligations.

Obligor: any U.S. Obligor, any Canadian Obligor or any German Obligor.

Ordinary Course of Business: the ordinary course of business of the applicable Obligor, Borrower or Subsidiary.

Organic Documents: with respect to any Person (other than any Person organized under the laws of Germany), its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person, and for any Person organized (i) under the laws of Germany, its extract from the commercial register (Handelsregisterauszug), its list of shareholders (in the case of a German limited liability company), its articles of association (Satzung) and, if applicable, any by-laws of its supervisory or advisory board and (ii) under the laws of Belgium, an excerpt of the deed of incorporation as published in the Belgian Official Gazette, its most recent coordinated articles of association, a KBO-extract (not older than five (5) days), and a non-insolvency certificate (not older than ten (10) days).

Original Credit Agreement: as defined in the recitals.

Original Loan Documents: as defined in the recitals.

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Original Obligations: as defined in the recitals.

OSHA: the Occupational Safety and Hazard Act of 1970.

Other Agreement: each Revolver Note, LC Request, Fee Letters, Applicable Margin Certificate, Borrowing Base Certificate, Deposit Account Control Agreement, confirmation, financial statement or written report concerning the Obligors required to be delivered hereunder, (other than this Agreement or a Security Document) by an Obligor to the Agent or a Lender in connection with this Agreement and the Intercreditor Agreement.

Other Taxes: all present or future stamp, court, filing, recording, intangible, or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery, performance, registration or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are imposed as a result of a present or former connection between the jurisdiction imposing such Tax and the applicable Lender (other than a present or former connection arising solely as a result of having executed, delivered, been a party to, performed its obligations or received a payment under, or enforced any Loan Document) with respect to an assignment (other than an assignment made pursuant to Section 12.4).

Overadvance: as defined in Section 2.1.6.

Overadvance Loan: (a) a U.S. Base Rate Loan made when a U.S. Overadvance exists or is caused by the funding thereof, (b) a Canadian Prime Loan made when a Canadian Overadvance exists or is caused by the funding thereof and (c) a German Base Rate Loan made when a German Overadvance exists or is caused by the funding thereof.

Parent Entity: any Person that is a direct or indirect parent company (which may be organized as a partnership) of Holdings.

Participant: as defined in Section 12.2.1.

Participating Member State: each state so described in any EMU Legislation.

Participant Register: as defined in Section 12.2.4.

Patent Security Agreements: the U.S. Patent Security Agreements and the Canadian Patent Security Agreements.

PATRIOT Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Conditions: as to any relevant action contemplated in this Agreement, (i) no Event of Default has then occurred and is continuing or would result from any such action, and (ii) the Fixed Charge Coverage Ratio would be at least 1.0 to 1.0 on a Pro Forma Basis for such action, (iii) U.S./Canada Availability on a Pro Forma Basis immediately after giving effect to such action would be at least 15.0% of the Revolver Commitments and (iv) over the 20 consecutive Business Days prior to consummation of such action, U.S./Canada Availability averaged no less than 15.0% of the Revolver Commitments, also on a Pro Forma Basis for such action.

Payment Item: each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

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PBGC: the Pension Benefit Guaranty Corporation.

Pension Event: solely with respect to a Canadian Pension Plan that contains a defined benefit provision, (a) the whole or partial withdrawal of a Canadian Obligor or any of its Subsidiaries from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of proposal to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; or (c) the issuance of a notice of proposal by any Governmental Authority to terminate in whole or in part or have an administrator or like body appointed to administer a Canadian Pension Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of a trustee to administer, any Canadian Pension Plan, to the extent any relevant Governmental Authority has so notified a Canadian Obligor, unless such grounds are being duly contested by a Canadian Obligor in good faith.

Pension Plan: any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years and with respect to which any Obligor has any ongoing obligation.

Perfection Certificate: shall mean that certain perfection certificate, dated as of the Third Restatement Date, executed and delivered by each Grantor (as defined in the Security Agreement) to the Agent.

Permitted Acquisition: any Acquisition by a Borrower so long as the Payment Conditions shall be satisfied on a Pro Forma Basis for such Acquisition; provided that there shall be no requirement for compliance with clause (ii) of the definition of “Payment Conditions” with respect to any Acquisition during a Fiscal Year where the aggregate amount of consideration for such Acquisition is less than $10,000,000, so long as the aggregate amount of consideration for such Acquisition, together with the aggregate amount of consideration for all other Permitted Acquisitions in the same Fiscal Year (excluding any Permitted Acquisition previously subject to the Payment Conditions), is less than $30,000,000.

Permitted Asset Disposition: an Asset Disposition that is

(a) a sale of Inventory or goods (or other assets) in the Ordinary Course of Business;

(b) any disposition of property or equipment in the Ordinary Course of Business that is obsolete, worn-out, unmerchantable or otherwise unsalable and any disposition of property or equipment no longer used or useful in the conduct of the business of the Lead Borrower and its Restricted Subsidiaries, the Canadian Borrower and its Restricted Subsidiaries or the German Borrowers and their Restricted Subsidiaries;

(c) a disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Lead Borrower) of less than the greater of (i) $5,000,000 and (ii) 1.0% of Total Assets;

(d) a disposition of property or assets or issuance of securities (i) by any Borrower or any Restricted Subsidiary to any Obligor or (ii) by any Obligor or a Restricted Subsidiary to another Restricted Subsidiary (provided that in the case of this clause (d)(ii), where the transferor is an Obligor, the recipient is not an Obligor and such disposition is for less than fair market value (as reasonably estimated by the Lead Borrower, in good faith), to the extent such disposition constitutes a Permitted Investment);

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(e) an exchange of like property for use in a Similar Business;

(f) a sale, lease, assignment, sublease, license or sublicense of any real or personal property in the Ordinary Course of Business;

(g) an issuance or sale of Equity Interests in, or Debt or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;

(h) a disposition arising from casualty, condemnation, expropriation or similar action or transfers by reason of eminent domain with respect to any property or other assets, or exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement, or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement;

(i) the grant in the Ordinary Course of Business of any licenses or sublicenses of Intellectual Property;

(j) any financing transaction with respect to property built or acquired by the Lead Borrower or any Restricted Subsidiary after the Closing Date, including any Sale and Leaseback Transaction;

(k) a discount of Inventory or notes receivable or the conversion of accounts receivable to notes receivable in the Ordinary Course of Business;

(l) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind;

(m) a disposition in connection with the outsourcing of services in the Ordinary Course of Business;

(n) an abandonment of Intellectual Property (and rights thereto) in the Ordinary Course of Business;

(o) voluntary terminations of obligations under Hedging Agreements;

(p) as long as no Event of Default exists, an Asset Disposition of Term Priority Collateral in which (i) the sales price is at least the fair market value of the assets sold and (ii) at least 75% of the consideration therefor is in the form of cash or Cash Equivalents;

(q) a sale or other disposition of Equity Interests under any compensation plan or agreement and other sales or other dispositions of Equity Interests of the Lead Borrower;

(r) a transfer or other Asset Disposition by any Obligor to any other Obligor;

(s) an Asset Disposition constituting a merger, consolidation or other business combination or the disposition of all or substantially all of the assets of the Borrowers or their Restricted Subsidiaries, in each case as permitted hereunder;

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(t) sales of accounts receivable, including in connection with the collection, settlement or compromise thereof or in an Insolvency Proceeding, in the Ordinary Course of Business;

(u) a Permitted Restricted Payment or Permitted Investments;

(v) a disposition of cash and Cash Equivalents or Investment Grade Securities in the Ordinary Course of Business; or

(w) a disposition of real estate located in Germany in relation to which disposals may not be prohibited pursuant to section 1136 of the German Civil Code (BGB).

Permitted Contingent Obligations: Contingent Obligations that are:

(a) arising from endorsements of Payment Items or other instruments for collection or deposit or otherwise from the honoring by a bank or other financial institution of a Payment Item drawn against insufficient funds, in each case in the Ordinary Course of Business;

(b) arising from Hedging Agreements permitted hereunder;

(c) existing on the Third Restatement Date and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed;

(d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations;

(e) arising from customary indemnification obligations, adjustments of purchase price, earnout or similar obligations, in each case, in favor of purchasers in connection with Permitted Asset Dispositions;

(f) arising under the Loan Documents, Existing Secured Notes Indenture, Senior Notes Indenture, Term Loan Documents or any Refinancing Debt;

(g) arising under guarantees of Subordinated Debt, provided that such guarantee shall be subordinated to the same extent as the Subordinated Debt is subordinated to the Secured Obligations;

(h) arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions;

(i) arising with respect to customary provisions of any customer agreement or purchase order (including to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services) incurred in the Ordinary Course of Business;

(j) consisting of guarantees of Debt incurred for the benefit of any other Obligor or Restricted Subsidiary if the primary obligation is permitted under Section 9.2.1;

(k) otherwise incurred in the Ordinary Course of Business; or

(l) in an aggregate amount of $10,000,000 or less at any time outstanding.

Permitted Debt: as defined in Section 9.2.1.

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Permitted Debt Securities: Debt of the Lead Borrower or any Restricted Subsidiary (i) that is unsecured or secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement in form reasonably satisfactory to the Agent, (ii) the terms of which do not provide for any scheduled repayment, mandatory redemption (other than pursuant to customary provisions relating to redemption or repurchase upon change of control or sale of assets) or sinking fund obligation prior to the date that is, at the time of issuance of such Debt, ninety-one (91) days after the latest Revolver Termination Date and (iii) in the case of Debt with an outstanding principal amount in excess of $20,000,000, the covenants, events of default, and remedy provisions of which, taken as a whole, are (A) not materially more restrictive to, or the mandatory repurchase or redemption provisions thereof are not materially more onerous or expansive in scope, taken as a whole, on, the Lead Borrower and the Restricted Subsidiaries than the terms of the Loan Documents or (B) consistent with then current market terms for the type of Debt issued, in each case, in the good faith determination of the Lead Borrower.

Permitted Investment: any Investment:

(a) by the Borrowers and Restricted Subsidiaries in Subsidiaries to the extent existing on the Third Restatement Date;

(b) existing on the Third Restatement Date or made pursuant to a binding commitment in effect on such date or consisting of any extension, modification or renewal of any such Investment; provided that the amount of any such Investment may be increased (i) as required by the terms of such Investment as in existence on the Third Restatement Date or (ii) as otherwise permitted under this Agreement;

(c) in cash, Cash Equivalents or Investment Grade Securities or in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with a Permitted Asset Disposition;

(d) by an Obligor in (i) another Obligor and (ii) any Restricted Subsidiary that is not an Obligor, which, in the case of clause (ii) consists solely of contributions or other Dispositions of Equity Interests in any Person that is not an Obligor;

(e) in any Person in connection with Permitted Acquisitions (including any Investments held by such Person so long as such Investment was not acquired by such Person in contemplation of such Permitted Acquisition);

(f) consisting of or constituting Permitted Contingent Obligations;

(g) in bank deposits or other endorsements for collection or deposit in the Ordinary Course of Business;

(h) acquired or received (i) in exchange for any other Investment or accounts receivable held by the Lead Borrower, the Canadian Borrower, any German Borrower or any of their respective Subsidiaries in connection with any plan of reorganization, bankruptcy workout or recapitalization or similar arrangement upon the bankruptcy or insolvency of the issuer/account debtor of such other Investment or accounts receivable, (ii) as a result of a foreclosure by the Lead Borrower, the Canadian Borrower, any German Borrower or any of their respective Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, (iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates or (iv) in settlement of debts created in the Ordinary Course of Business;

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(i) consisting of or constituting (i) Permitted Acquisitions, (ii) Permitted Asset Dispositions (other than pursuant to clause (d) and (u) thereof) and (iii) transactions permitted under Section 9.2.7 (other than pursuant to clauses (ii)(x)(2), (iii) and (iv)(b) of such Section), in each case as permitted hereunder;

(j) consisting of or constituting the capitalization or forgiveness of any Debt owed to an Obligor by any other Obligor to the extent that the first Obligor is permitted to make equity Investments in the second Obligor hereunder;

(k) received as the non-cash portion of consideration received in connection with Permitted Asset Dispositions;

(l) by Restricted Subsidiaries that are not Obligors in (i) other Restricted Subsidiaries that are not Obligors, and (ii) Obligors;

(m) consisting of or constituting obligations under Hedging Agreement permitted hereunder;

(n) the payment for which consists of Equity Interests (other than Disqualified Equity Interest) of the Lead Borrower or Holdings or any Parent Entity;

(o) consisting of Debt and guarantees thereof permitted hereunder, to the extent constituting an Investment;

(p) consisting of, or to finance, purchase and/or acquire Inventory, supplies, material, services or equipment or purchase of contract rights or license or leases of Intellectual Property in the Ordinary Course of Business;

(q) not otherwise permitted hereunder having an aggregate fair market value not to exceed the greater of $75,000,000 and 4.50% of Total Assets at any time outstanding;

(r) consisting of or constituting advances to, or guarantees of Debt of, directors, employees, members of management, officers and consultants not in excess of $10,000,000 outstanding at any one time, in the aggregate;

(s) consisting of or constituting loans and advances to officers, directors, employees, members of management and consultants for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the Ordinary Course of Business or consistent with past practices to fund such Person’s purchase of Equity Interests of the Lead Borrower or any Parent Entity;

(t) consisting of or constituting receivables owing to the Lead Borrower or any of its Restricted Subsidiaries if created or acquired in the Ordinary Course of Business;

(u) consisting of or constituting pledges or deposits (i) with respect to leases or utilities provided to third parties in the Ordinary Course of Business or (ii) otherwise described in the definition of “Permitted Liens” or made in connection with such Permitted Liens;

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(v) made in connection with the creation, formation and/or acquisition of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to create, form and/or acquire any joint venture, in an aggregate outstanding amount not to exceed the greater of (x) $15,000,000 and (y) 1.0% of Total Assets as of the last day of the most recently ended Test Period for which financial statements have been delivered (or were required to be delivered) pursuant to Section 9.1.2 (a) or (b), as applicable;

(w) consisting of or constituting earnest money deposits made in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any acquisition;

(x) consisting of or constituting loans and advances relating to indemnification or reimbursement of any officers, directors, employees, consultants or members of management in respect of liability relating to their serving in any such capacity or as otherwise permitted hereunder;

(y) other Investments (including loans and advances) made after the Third Restatement Date so long as the Payment Conditions are satisfied;

(z) loans or advances of payroll to officers, directors, members of management, consultants and employees in the Ordinary Course of Business;

(aa) any transaction, to the extent it constitutes an Investment, that (i) is permitted and made in accordance with Section 9.2.10 (other than clauses (vii), (xi) and (xiii)) or Section 9.2.3, or (ii) is made as part of the Transactions;

(bb) any Investments made by Restricted Subsidiaries that are not Obligors, to the extent such Investments are made with the proceeds of a Permitted Investment made by an Obligor in such Restricted Subsidiary in accordance with the terms of clause (q), (v), (y) or (dd) of this definition;

(cc) in Holdings in amounts and for purposes for which Permitted Restricted Payments to Holdings are permitted under the definition thereof;

(dd) by any Obligor in any Restricted Subsidiary that is not an Obligor; provided that the aggregate amount of Investments outstanding at any time pursuant to this clause (dd) other than in the form of transfers of Equity Interests or Debt of a Restricted Subsidiary that is not an Obligor to a Restricted Subsidiary shall not exceed the greater of (x) $75,000,000 and (y) 4.5% of Total Assets at the time of any such Investment); and provided further that the intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Lead Borrower and the Restricted Subsidiaries shall not be included in in calculating the limitation in this clause (dd) at any time other than pursuant to the Cash Pooling Arrangement; and

(ee) made after the Third Restatement Date by the Lead Borrower and/or any of its Restricted Subsidiaries in an aggregate amount not to exceed $40,000,000.

Permitted Investors: (i) the Sponsor, (ii) the members of the Management Group and (iii) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Persons specified in clauses (i) and (ii), collectively, have beneficial ownership of more than 50% of the Total Voting Power of the Lead Borrower (or any of its direct or indirect parent entities).

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Permitted Lien: as defined in Section 9.2.2.

Permitted Purchase Money Debt: Purchase Money Debt of the Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount of such Purchase Money Debt (taken together with amounts incurred under Section 9.2.1(i)) does not exceed at the time any such Debt is incurred the greater of $50,000,000 and 3.00% of Total Assets at the time such Purchase Money Debt is incurred.

Permitted Restricted Payments: any Restricted Payment

(a) payable solely in Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower;

(b) consisting of or constituting a Permitted Tax Distribution;

(c) by the Borrowers to Holdings to enable Holdings (or any Parent Entity) or any of its Subsidiaries to purchase, redeem, retire or otherwise acquire shares of its Equity Interests (or options or rights to acquire its Equity Interests) held by any present, former or future officers, directors, employees, members of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) (including any Equity Interests rolled over by management of Mold-Masters or of the Lead Borrower or any direct or indirect parent companies or Subsidiaries in connection with the 2012 Transactions, the Specified Transactions or the Transactions), in an aggregate cash amount not exceeding $15,000,000 in any calendar year, with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $25,000,000 in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(i) the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower and, to the extent contributed to the capital of the Lead Borrower, Equity Interests of Holdings or any Parent Entity, in each case to present or former employees, officers, directors, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Lead Borrower, any of its Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Closing Date (other than Equity Interests the proceeds of which are used to fund the 2012 Transactions, the Specified Transactions or the Transactions); plus

(ii) the cash proceeds of key man life insurance policies received by the Lead Borrower or any of its Restricted Subsidiaries after the Closing Date; less (without duplication)

(iii) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this clause (c);

(d) subject to satisfaction of the Payment Conditions, declared and made by the Borrowers to Holdings or any Parent Entity;

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(e) deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(f) by the Lead Borrower (or a Restricted Payment to Holdings or any Parent Entity to fund such payment of dividends on such Person’s common stock) following a Qualified IPO, of up to 6.0% per annum of the net cash proceeds received by (or, in the case of a Restricted Payment to a direct or indirect parent entity, contributed to the capital of) the Lead Borrower in or from any such Qualified IPO;

(g) by the Borrowers, or by the Borrowers to Holdings to enable Holdings or any Parent Entity, to purchase or redeem fractional shares (or cash payments in lieu thereof) of Equity Interests in connection with the exercise of warrants, options, other rights to acquire Equity Interests or other securities convertible or exchangeable for Equity Interests of a Borrower (or any Parent Entity);

(h) as shall be necessary to allow Holdings (or any Parent Entity) to pay (i) operating expenses in the Ordinary Course of Business and other corporate overhead, legal, accounting and other professional fees and expenses (including, without limitation, those owing to third parties plus any customary indemnification claims made by directors, officers, employees, members of management or consultants of Holdings (or any Parent Entity) attributable to the ownership of or operations of Holdings, the Borrowers and their Restricted Subsidiaries, (ii) fees and expenses related to any debt or equity offering, Permitted Investment or acquisition permitted hereunder (in each case, whether or not successful), (iii) franchise or similar taxes and other fees and expenses required in connection with the maintenance of its organizational existence or qualification to do business, (iv) the consideration to finance any Permitted Investment (provided that (A) such Restricted Payments under this clause (h)(iv) shall be made substantially concurrently with the closing of such Permitted Investment and (B) Holdings (or any Parent Entity) shall, promptly following the closing thereof, cause all such property acquired to be contributed to the Borrowers or one of their Restricted Subsidiaries or the merger or amalgamation of the Person formed or acquired into the Borrowers or one of their Restricted Subsidiaries in order to consummate such Permitted Investment, (v) customary salary, bonus, severance, indemnification obligations and other fees, benefits or expenses reimbursements payable to directors, officers, employees, members of management and consultants of Holdings or any Parent Entity and any payroll, social security or similar taxes thereof to the extent such salaries, bonuses, severance, indemnification obligations and other fees, benefits or expense reimbursements are attributable to the ownership or operation of the Lead Borrower and its Restricted Subsidiaries, (vi) any incremental state or local income or franchise tax (net of any federal income tax benefits, as determined in good faith by the Lead Borrower) payable by Holdings or any Parent Entity as a result of any Restricted Payment to such entity permitted by this clause (h) and clauses (b), (g) and (i), (vii) any amounts permitted to be paid pursuant to clauses (ii), (iii), (iv), (v), (vii), (x) and (xiii) of Section 9.2.10 and (viii) without duplication of clause (v), Public Company Costs;

(i) made or expected to be made by the Borrowers in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management or consultants of Holdings (or any Parent Entity) or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of the foregoing) and any repurchases of Equity Interests in consideration of such payments including demand repurchases in connection with the exercise of stock options and any retirement of Equity Interest in consideration of such payment;

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(j) of regularly scheduled amounts then due and payable to holders of any class or series of Disqualified Equity Interests or preferred stock (to the extent such Restricted Payment is included in the definitions of “Consolidated Interest Expense and Charges” and “Fixed Charges”);

(k) made within 60 days after the date of declaration thereof, if at the date of declaration such Restricted Payment would have complied with the provisions of this Agreement;

(l) to fund the Transactions and the fees and expenses related thereto or owed to Affiliates (in each case, as permitted under this Agreement) and, to the extent constituting a Restricted Payment, for purposes of entering into and consummating the Transactions and the transactions expressly permitted under this Agreement;

(m) payable in shares of Equity Interests of, or consisting of rights to payment on Debt owed to the Borrowers or any Restricted Subsidiary by, Unrestricted Subsidiaries;

(n) solely with respect to the German Loan Parties, the entering into domination and/or profit and loss pooling agreements (Beherrschungs- und/oder Ergebnisabführungsverträge) within the meaning of Section 291 of the German Stock Corporation Act (AktG) as well as the distribution of profits and the compensation for losses in connection therewith; and

(o) made on the Third Restatement Date to consummate the Transactions, including the Specified Distribution.

Permitted Tax Distributions: for each taxable year or portion thereof with respect to which the Lead Borrower and/or any of its Subsidiaries are members (or constituent parts) of a consolidated, combined, unitary or similar income or franchise tax group for U.S. federal and/or applicable state or local income or franchise Tax purposes of which a direct or indirect parent of the Lead Borrower is the common parent (a “Tax Group”), aggregate distributions (which may be made in quarterly installments to fund estimated Tax payments) to pay the portion of any consolidated, combined, unitary or similar U.S. federal, state or local income and franchise Taxes (as applicable) of such Tax Group for such taxable year that are attributable to the income (or the applicable franchise tax base) of the Lead Borrower and/or its Subsidiaries; provided that (i) the amount of such dividends or other distributions for any taxable year or portion thereof shall not exceed the amount of such Taxes that the Lead Borrower and/or its applicable Subsidiaries, as applicable, would have paid had the Lead Borrower and/or such Subsidiaries, as applicable, been a stand-alone corporate taxpayer (or a stand-alone corporate group) and (ii) dividends or other distributions in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Lead Borrower or any of its Restricted Subsidiaries for such purpose.

Person: any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

Plan: any employee benefit plan (as such term is defined in Section 3(3) of ERISA), other than any Canadian Employee Plan or Canadian Pension Plan, established or maintained by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

Pledge Agreements: the U.S. Pledge Agreement and the Canadian Pledge Agreements.

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Post-Amendment Effective Date European Guarantor: each Subsidiary (other than the German Borrowers) that becomes a party to the Cash Pooling Arrangement after the Second Restatement Date pursuant to Section 9.1.9(e) upon such entity becoming a party hereto.

PPSA: the Personal Property Security Act (Ontario) and the regulations thereunder; provided, however, if validity, perfection and effect of perfection and non-perfection of the Agent’s Lien on any Collateral are governed by the personal property security laws of any Canadian jurisdiction other than Ontario, PPSA shall mean those personal property security laws (including the Civil Code of Quebec) in such other jurisdiction for the purposes of the provisions hereof relating to such validity, perfection and effect of perfection and non-perfection and for the definitions related to such provisions, as from time to time in effect.

Pro Forma Basis: with respect to any financial calculation or compliance with any covenant or test hereunder, performing such calculation or compliance with such covenant or test, as applicable, for any events as described below that occur subsequent to the commencement of any period of four consecutive Fiscal Quarters (the “Reference Period”) for which the financial effect of such events is being calculated (or compliance being tested), and giving effect to the events for which such calculation (or compliance test) is being made, such calculation (or compliance test) as will give pro forma effect to such events as if such events occurred on the first day of the Reference Period or in the case of Total Assets, after giving effect thereto (it being understood and agreed that (x) unless otherwise specified, such Reference Period shall be deemed to be the four consecutive Fiscal Quarters ending on the last day of the most recently ended fiscal quarter of Holdings and its Subsidiaries for which financial statements are available and such pro forma adjustments shall be excluded to the extent already accounted for in the calculation of EBITDA for such period and (y) if any Person that became a Restricted Subsidiary was merged, amalgamated or consolidated with or into the Lead Borrower or the Canadian Borrower, as applicable, or any Restricted Subsidiary thereof shall have experienced any event requiring adjustments pursuant to this definition, then such calculation shall give pro forma effect thereto for such period as if such event occurred at the beginning of such period): (i) in making any determination of EBITDA, pro forma effect shall be given to any Asset Disposition of a Restricted Subsidiary, manufacturing facility or line of business, to any asset acquisition, any discontinued operation or any operational change and any Subsidiary redesignation in each case that occurred during the Reference Period (and, in the case of determinations made with respect to any action the taking of which hereunder is subject to compliance on a Pro Forma Basis or otherwise as specified in the definitions of Fixed Charges and Payment Condition (any such action, a “Restricted Action”) occurring during the Reference Period or thereafter and through and including the date of such determination) and (ii) in making any determination on a Pro Forma Basis, (x) all Debt (including Debt incurred or assumed and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Debt) incurred or permanently repaid, returned, redeemed or extinguished during the Reference Period (or, in the case of determinations made with respect to any Restricted Action, occurring during the Reference Period or thereafter and through and including the date of such determination) shall be deemed to have been incurred or repaid, returned, redeemed or extinguished at the beginning of such period and (y) interest expense of such Person attributable to (A) interest on any Debt, for which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis utilizing the rate which is or would be in effect with respect to such Debt as at the relevant date of determination as if such rate had been actually in effect during the period for which pro forma effect is being given taking into account any Hedging Agreements applicable to such Debt, (B) any Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Senior Officer of the Lead Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP and (C) interest on any Debt that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Lead Borrower or a Restricted Subsidiary thereof may designate.

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Pro forma calculations or determinations made pursuant to the definition of “Pro Forma Basis” shall be determined in good faith by a Senior Officer of the Lead Borrower and, for any fiscal period ending on or prior to the last day of the four full consecutive Fiscal Quarters ended after the occurrence of any such event described above, may include (a) adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in note (1) to “Summary – Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Other Data” in the offering memorandum in connection with the Existing Secured Notes Debt; (b) adjustments calculated in accordance with Regulation S-X under the Exchange Act and (c) adjustments to give effect to any Pro Forma Cost Savings in an amount pursuant to this clause (c) not to exceed 30% of EBITDA for the applicable Reference Period before giving effect to such Pro Forma Cost Savings.

Pro Forma Cost Savings: without duplication, with respect to the eighteen (18) month period referenced below and any pro forma event, the net reduction in costs (including sourcing), operating expenses and other operating improvements or synergies for which specified actions have been taken or are reasonably expected to be taken during the eighteen (18) month period ended after the date of such pro forma event and that are reasonably identifiable and factually supportable, as if all such reductions in costs had been effected as of the beginning of such period, net of the amount of actual benefits realized during such period from such actions based on the good faith reasonable beliefs of the Lead Borrower.

Pro Rata: with respect to any Lender, a percentage (rounded to the ninth decimal place) determined (a) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments (or the Revolver Commitments of one or more of the U.S. Sub-Facility, the Canadian Sub-Facility and/or the German Sub-Facility, if so stated); and (b) at any other time, by dividing the amount of such Lender’s Revolver Loans and LC Obligations by the aggregate amount of all outstanding Revolver Loans and LC Obligations.

Properly Contested: with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect; and (e) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property: any property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advance: as defined in Section 2.1.7.

Public Company Costs: any Charge associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Charges relating to compliance with the provisions of the Securities Act and the Exchange Act (and, in each case, similar Requirements of Law under other jurisdictions), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, any Charge relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and to the extent relating thereto, other executive costs, legal and other professional fees and listing fees.

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Public Lender: any Lender that has personnel who do not wish to receive material non-public information with respect to the Lead Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.

Published LIBOR: “LIBOR”, without giving effect to the last sentence of the definition thereof.

Purchase Money Debt: (a) Debt incurred to finance the purchase, lease, construction, repair, replacement, improvement or acquisition, as the case may be, of real or personal property or other assets, and whether acquired through the direct acquisition of property or assets or the acquisition of Equity Interest of any Person owning such property or assets, or otherwise and (b) any renewals, extensions, modifications or refinancings thereof.

Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the real or personal property or other assets financed, purchased, leased, constructed, repaired, replaced, improved or acquired, as the case may be, with such Purchase Money Debt; provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings, which consist of Purchase Money Debt incurred pursuant to this Agreement and are provided by such lender (or its Affiliates).

Qualified Capital Stock: any Equity Interest of the Lead Borrower that is not a Disqualified Equity Interest.

Qualified Cash: cash and Cash Equivalents of the Borrowers and the Guarantors that are subject to Deposit Account Control Agreements in form and substance reasonably satisfactory to Agent (which will not prohibit withdrawal of such funds by such Borrower or Guarantor in the absence of an Event of Default).

Qualified ECP Guarantor: in respect of any Hedging Agreement, each Obligor that has total assets exceeding $10,000,000 at the time such Hedging Agreement is entered into or such other person as constitutes an “ECP” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “ECP” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Qualified IPO: the issuance by Holdings or any Parent Entity of its common stock in an underwritten primary public offering pursuant to an effective registration statement filed with the United States Securities and Exchange Commission in accordance with the Exchange Act (whether alone or in connection with a secondary public offering).

Real Estate: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Refinancing Conditions: as to any Refinancing Debt: (a) except to the extent otherwise permitted under this Agreement, it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed, modified, refunded or refinanced (other than an increase in an aggregate principal amount resulting solely from any capitalized or payment-in-kind interest, any premium or any other reasonable amount paid, and fees and expenses incurred, in connection with such Refinancing Debt); (b) except to the extent otherwise permitted under this Agreement, in the case of Sections 9.2.1(a), (d), (k) (to the extent such Refinancing Debt refinances Debt incurred under Section 9.2.1(a), (d), (v)(ii), (dd) or (ee)), (v)(ii) (to the extent constituting Material Debt), (dd), (ee) and (ff) it has a final maturity no sooner than and a weighted average life no less than, the Debt being extended, renewed, modified,

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refunded or refinanced; (c) except to the extent otherwise permitted under this Agreement if the Debt being extended, renewed, modified, refunded or refinanced is contractually subordinated in right of payment or security to the Obligations, such extension, renewal, modification, refunding or refinancing is subordinated in right of payment or security to the Obligations on terms not materially less favorable on the whole to the Lenders as those contained in the documentation governing the Debt being extended, renewed, modified, refunded or refinanced; (d) in the case of Sections 9.2.1(a), (d), (k) (to the extent such Refinancing Debt refinances Debt incurred under Section 9.2.1(a), (d), (v)(ii), (dd) or (ee)), (v)(ii) (to the extent constituting Material Debt), (dd) or (ee), the representations, covenants and defaults applicable to it are not materially less favorable (taken as a whole) in any material respect to the Borrowers than those applicable to the Debt being extended, renewed, modified, refunded or refinanced (except for provisions applicable only to periods after the latest then-applicable Revolver Termination Date); (e) no additional Lien is granted to secure it (other than additional Permitted Liens on Property not constituting Current Asset Collateral); (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Event of Default exists.

Refinancing Debt: Debt that is the result of an extension, renewal, modification, refunding or refinancing of any Debt permitted under Section 9.2.1(a), (d), (h), (k), (t), (v), (w), (dd), (ee), (ff) or (gg) and Designated Refinancing Debt and Specified Refinancing Debt.

Register: as defined in Section 12.3.4.

Regulation T: Regulation T of the Board of Governors as from time to time in effect and rulings and interpretations thereunder or thereof, and any successor provision thereto.

Regulation U: Regulation U of the Board of Governors as from time to time in effect and rulings and interpretations thereunder or thereof, and any successor provision thereto.

Regulation X: Regulation X of the Board of Governors as from time to time in effect and rulings and interpretations thereunder or thereof, and any successor provision thereto.

Reimbursement Date: as defined in Section 2.2.2(a).

Related Real Estate Documents: (i) a Mortgage; (ii) a mortgagee title insurance policy, insuring the Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to the Agent, which must be fully paid on such effective date; (iii) either (a) (x) solely with respect to a U.S. Mortgage, a new ALTA survey or (b) solely with respect to a Canadian Mortgage, a new survey prepared by a qualified land surveyor or (b) an existing as-built survey of the Mortgaged Property (together with a no change affidavit) sufficient for the title company to remove the standard survey exceptions and issue the survey-related endorsement; (iv) solely with respect to a U.S. Mortgage, a life-of-loan flood hazard determination and, if the Mortgaged Property is located in a flood plain, an acknowledged notice to borrower and evidence of flood insurance in accordance with Section 9.1.12; (iv) a mortgage opinion, addressed to the Agent and the Secured Parties covering the due authorization, execution, delivery and enforceability of the applicable Mortgage and such other customary matters incident to the transactions contemplated herein as the Agent may reasonably request (if not covered by title insurance), and shall otherwise be in form and substance reasonably satisfactory to the Agent; (v) evidence reasonably satisfactory to the Agent that the applicable Obligors have delivered to the title company such standard and customary affidavits, certificates, information, instruments of indemnification (including so-called “gap” indemnification) and other documents as may be reasonable necessary to cause the title company to issue the title insurance policies as contemplated by clause (ii) above; and (viii) evidence reasonably satisfactory to the Agent of payment by the Borrowers of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings and other real estate documents and the issuance of the title policies contemplated by clause (ii) above.

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Release: any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

Relevant German Party: any Obligor that qualifies as a resident party domiciled in Germany (Inländer) within the meaning of section 2 paragraph 15 German Foreign Trade Act (Außenwirtschaftgesetz) (including any of its directors, managers, officers, agents and employees).

Rent and Charges Reserve: the aggregate of (a) all past due rent and other amounts due and owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Eligible Inventory or Eligible German Inventory, as applicable, and could legally assert a Lien on any Inventory; and (b) a reserve at least equal to three months’ rent and other periodic charges that would reasonably be expected to be payable to any such Person, unless it has executed a Lien Waiver, in each case, excluding any amounts being disputed in good faith.

Report: as defined in Section 11.2.2.

Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Required Lenders: the Lenders holding more than 50% of the aggregate amount of Revolver Commitments and Revolver Loans outstanding at any time; provided, however the Revolver Commitments and Revolver Loans of any Defaulting Lender shall be excluded from such calculation.

Requirements of Law: with respect to any Person, collectively, the common law and all federal, state, provincial, municipal, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

Reset Date: as defined in Section 1.9.

Response: (a) any “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

Responsible Officer: any Senior Officer, and the treasury director and the director of financial analysis.

Restatement Date: March 28, 2013.

Restricted Debt Payment: as defined in Section 9.2.6.

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Restricted Payment: (a) any dividend or other distribution in respect of any Equity Interest (other than payment-in-kind) of the Lead Borrower, (b) any purchase, redemption, or other acquisition or retirement for value of any Equity Interest of the Lead Borrower.

Restricted Subsidiary: any direct or indirect Subsidiary of the Lead Borrower, the Canadian Borrower or any German Borrower that is not an Unrestricted Subsidiary.

Revolver Commitment: for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule I, as hereafter modified pursuant to an Assignment and Acceptance to which it is a party. The aggregate amount of the combined Revolver Commitments as of the Third Restatement Date is $125,000,000. The maximum amount of Revolver Commitments available for use under the Canadian Sub-Facility shall be the then current Canadian Revolver Sublimit. The maximum amount of Revolver Commitments available for use under the U.S. Sub-Facility shall be the then current U.S. Revolver Sublimit. The maximum amount of Revolver Commitments available for use under the German Sub-Facility shall be the then current Total German Revolver Sublimit. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders.

Revolver Commitment Increase: as defined in Section 2.1.4(a)(i).

Revolver Commitment Increase Notice: as defined in Section 2.1.4(a)(ii).

Revolver Loan: a U.S. Revolver Loan, a Canadian Revolver Loan or a German Revolver Loan.

Revolver Note: a U.S. Revolver Note or a Canadian Revolver Note.

Revolver Termination Date: with respect to Revolver Loans, (x) February 15, 2019 or (y) October 17, 2019 if the Revolver Termination Date Conditions have been satisfied on or prior to February 14, 2019, or, with respect to any Extended Revolving Commitment or Extended Revolving Loan, the date agreed to in the applicable Extension pursuant to Section 2.1.9.

Revolver Termination Date Conditions: all outstanding Existing Secured Notes Debt shall have been repaid, refinanced (solely with indebtedness having a maturity date at least 91 days after the date set forth in clause (y) of the definition of “Revolver Termination Date”), redeemed or otherwise defeased or discharged prior to the maturity date of such Existing Secured Notes Debt in effect as of the date hereof.

S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

Sale and Leaseback Transaction: an arrangement with any Person relating to Property used or useful in the business of the Borrowers or their Subsidiaries, whether now owned or acquired after the Third Restatement Date, whereby a Borrower or a Subsidiary sells or transfers such Property to a Person and thereafter rents or leases such Property or other Property which it intends to use for substantially the same purpose or purposes as the Property being sold or transferred.

Sanctions: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union, any European Union member state, or Her Majesty’s Treasury of the United Kingdom, or (d) the Government of Canada, to the extent that the Borrowers’ compliance therewith would not result in the violation of any Sanctions by Lenders.

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Sanctioned Country: at any time, a country or territory which is the subject or target of any Sanctions.

Sanctioned Person: at any time, (a) any Person, or any Person controlled by a Person, listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any person listed in any Sanctions-related list of designated Persons maintained by the United Nations Security Council, the European Union, or any European Union member state or the Government of Canada, or (c) any person with whom it is prohibited to do business on account of Sanctions imposed on a country in which the Person is organized or operating.

SEC: the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

Second Amended Credit Agreement: as defined in the preamble.

Second Amendment Agreement: the Second Amendment Agreement dated as of the Third Restatement Date among the Borrowers, the Agent and certain Lenders party thereto.

Second Amendment & Restatement Lead Arranger: Bank of America, N.A.

Second Restatement Date: October 17, 2014.

Secured Bank Product Obligations: the U.S. Secured Bank Product Obligations, the Canadian Secured Bank Product Obligations and the German Secured Bank Product Obligations.

Secured Bank Product Provider: (a) Bank of America or any of its Affiliates or branches; and (b) any other Lender or Affiliate or branch of a Lender that is providing a Bank Product (provided such provider delivers written notice to the Agent, in form and substance reasonably satisfactory to the Agent, which has been countersigned by the Lead Borrower to designate such Bank Product as a Secured Bank Product Obligation, (i) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 11.12).

Secured Obligations: the U.S. Secured Obligations, the Canadian Secured Obligations and the German Secured Obligations.

Secured Parties: the Agent, the Issuing Bank, the Lenders and Secured Bank Product Providers.

Security Agreements: the U.S. Security Agreement, the Canadian Security Agreement and the German Security Documents.

Security Documents: the U.S. Security Documents, the Canadian Security Documents, the German Security Documents and the Intercreditor Agreement.

Senior Notes Debt: the senior notes and the guarantees thereof issued pursuant to the Senior Notes Indenture.

Senior Notes Indenture: that certain Indenture, dated as of March 28, 2013, among the Lead Borrower, the guarantors party thereto and U.S. Bank National Association, as trustee

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Senior Officer: the chairman of the board, president, chief administrative officer, chief executive officer, chief financial officer, chief operating officer or treasurer of the Lead Borrower or, if the context requires, of another Obligor.

Settlement Report: a report summarizing Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

Significant Subsidiary: any Subsidiary that, on a consolidated basis with its subsidiaries, accounts for more than 10% of Total Assets or more than 10% of the Lead Borrower’s and the Restricted Subsidiaries’ consolidated revenues.

Similar Business: any business conducted or proposed to be conducted by the Lead Borrower, the Canadian Borrower, the German Borrowers or their respective Subsidiaries on the Third Restatement Date or any business that is similar, reasonably related, incidental or ancillary thereto.

Sold Entity or Business: as defined in the definition of “EBITDA.”

Solidary Claim: as defined in Section 11.15.1.

Solvent: as to any Person at any time (i) the sum of the debt (including contingent liabilities) of such Person and its Restricted Subsidiaries, taken as a whole, does not exceed the fair value or the present fair saleable value of the assets of such Person and its Restricted Subsidiaries, taken as a whole; (ii) the capital of such Person and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of such Person and its Restricted Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) such Person and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debt as they mature in the Ordinary Course of Business, (iv) as regards each Canadian Obligor, none is an “insolvent person” as defined in the Bankruptcy and Insolvency Act (Canada) and (v) as regard to each German Borrower, “Solvent” shall mean such Person not being illiquid (zahlungsunfähig) or overindebted (überschuldet) in accordance with section 17 and section 19, respectively, of the German Insolvency Code (Insolvenzordnung). For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Specified Distribution: the one-time special distribution to the existing shareholders of Milacron Holdings in an aggregate amount not to exceed $145,000,000.

Specified Transactions: collectively, (i) the transactions contemplated by the Securities Purchase Agreement, dated as of February 11, 2013 (together with the exhibits and disclosure schedules thereto, among the Lead Borrower, Mold-Masters, the selling equityholders of Mold-Masters party thereto and the Seller’s (as defined therein) representative party thereto), the equity investments in Holdings, the issuance of the Senior Notes Debt, the entering into the Amended Credit Agreement, the refinancing or repayment of certain third party Debt for borrowed money of Mold-Masters and its subsidiaries, and the entry into and borrowings under the Existing Term Loan Agreement, consummated March 28, 2013, (ii) the transactions contemplated by Amendment No. 1 to the Existing Term Loan Agreement, dated as of March 31, 2014, including, but not limited to, the borrowings of the incremental term loans thereunder, and (iii) the transactions contemplated by the Amendment Agreement, including, but not limited to, the amendment and restatement of the Amended Credit Agreement.

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Specified Event of Default: any Event of Default arising under Section 10.1(a), any Event of Default arising under Section 10.1(h) (with respect to the Lead Borrower, the Canadian Borrower and any German Borrower only), any Event of Default arising under Section 10.1(d)(i) any Event of Default arising under Section 10.1(c) (solely relating to a failure to comply with Section 7.2.4) and any Event of Default arising under Section 10.1(d)(ii) (solely relating to a failure to comply with Section 9.1.13(a)).

Specified Refinancing Debt: as defined in Section 2.1.8(a).

Specified Refinancing Facility: as defined in Section 2.1.8(a).

Sponsor: CCMP and its Affiliates, other than any operating portfolio companies.

Spot Rate: the exchange rate, as determined by the Agent, that is applicable to conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by the Agent) as of the end of the preceding business day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding business day in the Agent’s principal foreign exchange trading office for the first currency.

Subordinated Debt: Debt incurred by the Lead Borrower or a Restricted Subsidiary that is expressly subordinate and junior in right of payment to the Full Payment of all Obligations.

Subsidiary: with respect to any Person, any entity more than 50% of whose voting Equity Interests is owned by such Person (including indirect ownership by such Person through other entities in which an Obligor directly or indirectly owns more than 50% of the voting Equity Interests). When used without reference to Holdings, the term “Subsidiary” shall be deemed to refer to a Subsidiary of a Borrower.

Supermajority Lenders: the Lenders holding more than 66 ²⁄₃% of the aggregate amount of Revolver Commitments and Revolver Loans outstanding at any time; provided, however, the Revolver Commitments and Revolver Loans of any Defaulting Lender shall be excluded from such calculation.

Swingline Lender: any Applicable Lender who advances a Swingline Loan to any applicable Borrower.

Swingline Loan: any U.S. Swingline Loan or Canadian Swingline Loan.

Tax Group: as defined in the definition of “Permitted Tax Distributions”.

Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, remittances, fees or charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term Loan Agent: J.P. Morgan Chase Bank, N.A., as collateral agent for the holders of the Term Loan Debt.

Term Loan Debt: the loans and the guarantees thereof issued pursuant to the Term Loan Documents.

Term Loan Documents: the Term Loan Facility and all security, guarantees, pledge agreements and other agreements or instruments executed in connection therewith.

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Term Loan Facility: that certain Term Loan Agreement, dated as of May 14, 2015, by and among Holdings, the Lead Borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative and collateral agent, and the lenders party thereto.

Term Priority Collateral: as defined in the Intercreditor Agreement.

Test Period: each period of four consecutive fiscal quarters of the Lead Borrower then last ended for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b), in each case taken as one accounting period.

Third Amendment & Restatement Lead Arranger: Bank of America, N.A.

Third Restatement Date: the date that the conditions precedent set forth in Section 3 of the Second Amendment Agreement have been satisfied.

Total Assets: with respect to Person and its Restricted Subsidiaries, the total assets of Person and its Restricted Subsidiaries on a consolidated basis prepared in accordance with GAAP, shown on the most recent balance sheet of the Lead Borrower and the Restricted Subsidiaries as may be expressly stated.

Total German Available Credit: as to all German Borrowers, at any time, (a) the Total German Maximum Credit in effect at such time, minus (b) the sum of the aggregate Total German Revolver Credit Outstandings at such time.

Total German Maximum Credit: at any time, the lesser of (a) the Total German Revolver Sub-limit in effect at such time and (b) the German Borrowing Base of all German Borrowers at such time.

Total German Revolver Credit Outstandings: at any particular time, the sum of (a) the Dollar Equivalent of the principal amount of the German Revolver Loans outstanding of all German Borrowers at such time and (b) the Dollar Equivalent of the German LC Obligations of all German Borrowers outstanding at such time.

Total German Revolver Sublimit: an aggregate amount equal to $25,000,000, as such amount may be increased from time to time as a result of a German Revolver Commitment Increase pursuant to Section 2.1.4(b).

Total Net Leverage Ratio: as at the last day of any Reference Period, the ratio of (a) an amount equal to (i) Consolidated Total Debt on such day minus (ii) an amount equal to the sum of (x) unrestricted cash and cash equivalents of the Lead Borrower and its Restricted Subsidiaries on such date plus (y) the cash and cash equivalents of the Lead Borrower and its Restricted Subsidiaries restricted in favor of the Secured Parties and any Debt permitted under Section 9.2.1 that is secured by a Lien on the Collateral permitted by Section 9.2.2, (in each case determined in accordance with GAAP), to (b) EBITDA for such Reference Period.

Total Net Secured Leverage Ratio: as at the last day of any Reference Period, the ratio of (a) an amount equal to (i) Consolidated Total Debt on such day (other than any portion thereof that is unsecured or is secured by Liens on the Collateral ranking junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement, in each case, except for Incremental Equivalent Debt (as defined in the Term Loan Facility in effect as of the Third Restatement Date), which in the case of any such Incremental Equivalent Debt (as defined in the Term Loan Facility in effect as of the Third Restatement Date) shall be included) minus (ii) an amount equal to the sum of (x) unrestricted cash and cash equivalents of the Lead Borrower and its Restricted Subsidiaries on such date plus (y) the cash and cash equivalents of

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the Lead Borrower and its Restricted Subsidiaries restricted in favor of the Secured Parties and any Debt permitted under Section 9.2.1 that is secured by a Lien on the Collateral permitted by Section 9.2.2, (in each case determined in accordance with GAAP) to (b) EBITDA for such Reference Period.

Total Voting Power: with respect to any Person, the total number of votes which holders of Equity Interests having the ordinary power to vote, in the absence of contingencies, are entitled to cast for the election of directors (determined on a fully diluted basis).

Trademark Security Agreements: the U.S. Trademark Security Agreements and the Canadian Trademark Security Agreements.

tranche: as defined in Section 2.1.9(a).

Transaction: each of the following transactions consummated or to be consummated in connection therewith:

(a) the execution, delivery and performance of the Term Loan Documents and any borrowings thereunder (including any borrowings to fund the Transaction Costs);

(b) the repayment, redemption, defeasance, discharge, refinancing, termination or satisfaction in full of the obligations under the Existing Term Loan Agreement and the Existing Secured Notes Debt;

(c) the Specified Distribution;

(d) the execution, delivery and performance of the Second Amendment Agreement and the amendment and restatement of this Agreement; and

(e) the payment of all fees, premiums, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition (the “Transaction Costs”).

Transaction Costs: as defined in the definition of “Transaction.”

Type: any type of a Revolver Loan (i.e., U.S. Base Rate Loan, Canadian Base Rate Loan, LIBOR Loan, Canadian Prime Loan, B/A Equivalent Loan, German Base Rate Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period and in the case of B/A Equivalent Loans, the same Contract Period.

UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other United States jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

Unfunded Pension Liability: the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

United States: United States of America. “U.S.” has a correlative meaning.

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Unrestricted Subsidiary: as of the Third Restatement Date, the entities listed on Schedule 1.1(b); and subsequent to the Third Restatement Date, any Subsidiary of the Lead Borrower designated by the Lead Borrower as an Unrestricted Subsidiary pursuant to Section 9.1.14.

Unused Line Fee: as defined in Section 3.2.1.

Unused Line Fee Rate: (i) initially, 0.50% per annum on the average daily unused Availability, calculated based upon the actual number of days elapsed over a 360-day year payable quarterly in arrears and (ii) from and after the delivery by the Lead Borrower, the Canadian Borrower and the German Lead Borrower to the Agent of the Borrowing Base Certificates for the first full Fiscal Quarter completed after the Second Restatement Date, determined by reference to the following grid on a per annum basis based on the Average Usage as a percentage of the Revolver Commitments during the immediately preceding Fiscal Quarter:

Average Usage			Unused Line Fee Rate
	< 50	%		0.50	%
	³ 50	%		0.375	%

U.S. Available Credit: at any time, (a) the lesser of (i) the U.S. Revolver Sublimit at such time and (ii) the U.S. Borrowing Base at such time, minus (b) the sum of the aggregate U.S. Revolver Credit Outstandings at such time.

U.S. Base Rate: for any day, a per annum rate equal to the greater of (a) the U.S. Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50% per annum; or (c) except during any period of time when the circumstances set forth in Sections 3.4 and 3.5 exist, Published LIBOR for a one-month interest period as determined on such day, plus 1.00%.

U.S. Base Rate Loan: a Revolver Loan that bears interest based on the U.S. Base Rate.

U.S. Borrowers: (i) the Lead Borrower and (ii) any U.S. Subsidiaries of the Lead Borrower that own any assets included in the Borrowing Base and that execute a counterpart hereto and to any other applicable Loan Documents as a Borrower.

U.S. Borrowing Base: the sum, in Dollars, of the following as set forth in the most recently delivered Borrowing Base Certificate by the U.S. Borrowers:

(a) 85% of Eligible Accounts of the U.S. Borrowers; plus

(b) the lesser of (x) 65% of the lesser of cost (on a basis consistent with the Obligors’ historical accounting practices) or market value of Eligible Inventory of the U.S. Borrowers; and (y) 85% of the appraised NOLV Percentage of Eligible Inventory of the U.S. Borrowers; minus

(c) any Availability Reserve established in connection with the foregoing.

U.S./Canada Availability: as of any applicable date, the amount by which the U.S./Canada Line Cap at such time exceeds the aggregate amount of U.S. Revolver Loans, Canadian Revolver Loans, U.S. LC Obligations and Canadian LC Obligations on such date.

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U.S./Canada Line Cap: at any time, an amount equal to the sum of the U.S. Maximum Credit and the Canadian Maximum Credit.

U.S. Copyright Security Agreement: each copyright security agreement executed and delivered pursuant to the U.S. Security Agreement or any other U.S. Security Document.

U.S. Guarantors: Holdings and each wholly-owned Restricted Subsidiary (other than any Excluded Subsidiary) of the Lead Borrower that guarantees payment or performance of any U.S. Secured Obligations pursuant to terms and provisions of this Agreement and listed on Schedule II hereto or joined pursuant to a joinder agreement as contemplated by Section 9.1.9 (provided that for purposes of Section 13, the term “U.S. Guarantors” shall include the U.S. Borrowers).

U.S. LC Obligations: the sum (without duplication) of (a) all amounts owing by the U.S. Borrowers for any drawings under Letters of Credit; and (b) the stated amount of all outstanding Letters of Credit issued to a U.S. Borrower.

U.S. Letter of Credit: any standby or documentary letter of credit issued by the Issuing Bank for the account of any U.S. Borrower or any of the U.S. Borrowers’ Subsidiaries, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by the Agent or the Issuing Bank for the benefit of any U.S. Borrower or any of the U.S. Borrowers’ Subsidiaries.

U.S. Letter of Credit Subline: $40,000,000.

U.S. Maximum Credit: at any time, the lesser of (a) the U.S. Revolver Sublimit in effect at such time and (b) the U.S. Borrowing Base at such time.

U.S. Mortgage: each mortgage, deed of trust or deed to secure debt, pursuant to which a U.S. Obligor grants a Lien on Mortgaged Property to the Agent for the benefit of Secured Parties as security for the Secured Obligations in form and substance reasonably satisfactory to the Agent, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time; provided that, if any Mortgage is in a mortgage recording tax state, such Mortgage shall be capped at the title insurance amount for the Mortgaged Property.

U.S. Obligations: all (a) principal of and premium, if any, on the U.S. Revolver Loans, (b) U.S. LC Obligations, (c) principal of and premium, if any, on any Specified Refinancing Debt borrowed by the U.S. Borrowers, (d) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by U.S. Obligors, in each case pursuant to the U.S. Sub-Facility, (e) other monetary obligations owing by the U.S. Obligors with respect to the U.S. Sub-Facility and (f) the German Secured Obligations (solely in such Loan Party’s capacity as a German Guarantor) and the Canadian Secured Obligations (solely in such Loan Party’s capacity as a Canadian Guarantor), each pursuant to the terms and provisions of the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several, including interest, expenses and fees which, but for the filing of a petition in bankruptcy with respect to the Lead Borrower or any U.S. Guarantor, would have accrued on any U.S. Obligations, whether or not a claim is allowed against the Lead Borrower or such U.S. Guarantor for such interest, expenses or fees in the Insolvency Proceeding. For the avoidance of doubt, the Guaranty by the U.S. Obligors of the Canadian Obligations shall not constitute U.S. Obligations.

U.S. Obligor: each U.S. Borrower and any U.S. Guarantor.

U.S. Overadvance: as defined in Section 2.1.6(a).

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U.S. Patent Security Agreement: each patent security agreement executed and delivered pursuant to the U.S. Security Agreement or any other U.S. Security Document.

U.S. Pledge Agreement: the Pledge Agreement dated as of April 30, 2012, as amended and restated as of May 14, 2015, by each U.S. Obligor in favor of the Agent.

U.S. Prime Rate: the rate per annum of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

U.S. Revolver Commitment Adjustment: as defined in Section 2.1.11(a).

U.S. Revolver Credit Outstandings: at any particular time, the sum of (a) the principal amount of the U.S. Revolver Loans outstanding at such time and (b) the U.S. LC Obligations outstanding at such time.

U.S. Revolver Loan: a loan made pursuant to Section 2.1(a), including, without duplication, any U.S. Swingline Loan (to the extent the context so requires the same), Overadvance Loan in respect of a U.S. Overadvance and Extended Revolving Loan in respect of any of the foregoing.

U.S. Revolver Note: a promissory note executed by the U.S. Borrowers in favor of a Lender in the form of Exhibit C-1, in the amount of such Lender’s Revolver Commitment with respect to U.S. Revolver Loans.

U.S. Revolver Sublimit: an aggregate amount equal to $80,000,000, as such amount may be (a) increased from time to time as a result of a Revolver Commitment Increase pursuant to Section 2.1.4(a) and (b) increased or decreased from time to time as a result of a U.S. Revolver Commitment Adjustment pursuant to Section 2.1.11.

U.S. Secured Bank Product Obligations: Bank Product Debt of a U.S. Obligor owing to a Secured Bank Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other than Bank of America and its Affiliates so long as Bank of America is the Agent) reasonably specified by such provider in writing to the Agent, which amount may be established or increased (by further written notice to the Agent from time to time) as long as no Default or Event of Default exists; provided that U.S. Secured Bank Product Obligations of any U.S. Obligor shall not include Excluded Hedging Obligations of such U.S. Obligor.

U.S. Secured Obligations: the U.S. Obligations and the U.S. Secured Bank Product Obligations.

U.S. Security Agreement: that certain security agreement, dated as of April 30, 2012, as amended and restated as of May 14, 2015, by and among Bank of America as the Agent thereunder, the U.S. Borrowers and the Guarantors.

U.S. Security Documents: the U.S. Pledge Agreement, the U.S. Security Agreement, the U.S. Mortgages, the U.S. Patent Security Agreements, the U.S. Copyright Security Agreements, the U.S. Trademark Security Agreements and all other documents, instruments and agreements now or hereafter securing any U.S. Secured Obligations.

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U.S. Sub-Facility: the Revolver Commitments of the Lenders solely related to the obligation to make Revolver Loans and issue Letters of Credit to the U.S. Borrowers, and the U.S. Revolver Loans so made and U.S. Letters of Credit so issued and other Obligations of the U.S. Obligors related thereto.

U.S. Subsidiary: a Subsidiary organized under the laws of the United States, any state thereof, or the District of Columbia.

U.S. Swingline Loans: as defined in Section 4.1.3(a).

U.S. Tax Compliance Certificate: as defined in Section 5.9.2(b)(iii).

U.S. Trademark Security Agreement: each trademark security agreement executed and delivered pursuant to the U.S. Security Agreement or any other U.S. Security Document.

1.2 Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Holdings delivered to the Agent before the Third Restatement Date; provided, however, that if the Lead Borrower notifies the Agent that the Borrowers wish to amend any provision of this Agreement or the other Loan Documents to reflect the effect of any change in GAAP or the application thereof occurring after the date of this Agreement on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if an amendment is requested by the Lead Borrower or the Required Lenders, then the Lead Borrower and the Agent shall negotiate in good faith to enter into an amendment of such affected provisions (without the payment of any amendment or similar fees to the Agent or the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof subject to the approval of the Required Lenders (not to be unreasonably withheld, conditioned or delayed); provided further that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof. If the Lead Borrower notifies the Agent that it is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS. Notwithstanding anything to the contrary above or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the Third Restatement Date shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith.

1.3 Uniform Commercial Code and PPSA. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York (and with respect to any Canadian Obligor, such definition or correlative terms (if existing) under the PPSA shall be defined in accordance with the PPSA) from time to time: “Chattel Paper,” “Deposit Account,” “Document,” “Equipment” and “General Intangibles.”

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1.4 Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Wherever the context may require, any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions consolidating, amending, replacing, supplementing, or interpreting such law or statute, except as specifically provided otherwise; (b) unless specifically provided otherwise, any document, instrument or agreement (including any Loan Documents) includes any amendments, restatements, amendments and restatements, supplements, waivers and other modifications, extensions or renewals (to the extent not prohibited by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and permitted assigns; (f) unless specified otherwise, all references herein to times of day shall be references to New York time (daylight or standard, as applicable); or (g) discretion of the Agent, the Issuing Bank or any Lender means the sole and absolute discretion of such Person acting reasonably and in good faith. All determinations (including calculations of fair market value, Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of the Obligors’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer. In the event that payment or performance of any covenant, duty or obligation is stated to be due or performance is required on (or before) a day that is not a Business Day, then the time for such performance or payment shall be extended to the next Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.

When applying baskets, thresholds and other exceptions to the representations, covenants and Events of Default, the Dollar Equivalent to any relevant amount shall be calculated (i) in the case of any Investment, lease, Lien, loan, Debt or other relevant transaction in place on the Third Restatement Date, as at the Third Restatement Date, and (ii) in the case of any Permitted Asset Disposition, Permitted Acquisition, Permitted Investment, lease, Permitted Lien, loan, Debt or taking other relevant action, as at the date the relevant Obligor incurs or makes the relevant Asset Disposition, Acquisition, Investment, lease, Lien, loan, Debt or takes the other relevant action. No Event of Default or breach of any representation or covenant shall arise solely as a result of a subsequent change in the Dollar equivalent of any relevant amount due to fluctuations in exchange rates. For the avoidance of doubt, notwithstanding the amount utilized with respect to each dollar basket exception to the negative covenants contained in Section 9.2 of the Amended Credit Agreement, the amount utilized with respect to each dollar basket exception to the negative covenants contained in Section 9.2 shall be deemed to be zero as of the Third Restatement Date.

1.5 Rounding. Any financial ratios required to be maintained by the Obligors pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up for five).

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1.6 Certain Calculations and Tests.

1.6.1 Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Lead Borrower (a “LCT Election”), (1) in the case of any acquisition or similar Investment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in each case, after giving effect to the relevant acquisition or similar Investment, Restricted Payment and/or Restricted Debt Payment on a Pro Forma Basis; provided that, solely with respect to any determination of compliance with clauses (iii) and (iv) in the definition of “Payment Conditions”, to the extent the Lead Borrower has made an LCT Election for any Limited Condition Transaction, the determination of such compliance that is a condition to the consummation or making of such Limited Condition Transaction shall be tested at the time of the consummation or making of such Limited Condition Transaction regardless of whether the Lead Borrower has chosen the earlier LCT Test Date. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test (including, without limitation, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or whether the Payment Conditions have been met) and/or the amount of EBITDA or Total Assets with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments or Restricted Debt Payments on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of EBITDA or Total Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of EBITDA or Total Assets, as applicable, on a pro forma basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof).

1.6.2 Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio, any Total Net Leverage Ratio test, the Total Net Secured Leverage Ratio and/or whether the Payment Conditions have been met) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.

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1.7 Changes in Calculations. For purposes of determining the permissibility of any action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio, the Total Net Secured Leverage Ratio or the amount of Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

1.8 Currency Equivalents Generally. Any amount specified in this Agreement or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars to the extent necessary to give effect to the intent, where applicable, that this Agreement apply to Canadian Obligors, such equivalent amount thereof in the applicable currency to be determined by the Agent at such time on the basis of the Spot Rate for the purchase of such currency with Dollars. Unless expressly provided otherwise, all references in the Loan Documents to Loans, Letters of Credit, Obligations, Revolver Commitments, Borrowing Base components and other amounts shall be denominated in Dollars. The Dollar Equivalent of any amounts denominated or reported under a Loan Document in a currency other than Dollars shall be determined by the Agent on a daily basis, based on the current Exchange Rate. Borrowers shall report Borrowing Base components to the Agent in the currency invoiced by the applicable Obligors or shown in their financial records, and unless expressly provided otherwise, herein shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, the Obligors shall repay such Obligation in such other currency.

1.9 Currency Fluctuations. On each Business Day or such other date determined by the Agent (the “Calculation Date”), Agent shall determine the Exchange Rate as of such date. The Exchange Rate so determined shall become effective on the first Business Day immediately following such determination (a “Reset Date”) and shall remain effective until the next succeeding Reset Date.

1.10 Interpretation (Quebec). For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause”, (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall be deemed to include a “mandatary”, (k) “construction liens” shall be deemed to include “legal hypothecs”, (l) “joint and several” shall be deemed to include “solidary”, (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”, (o) “easement” shall be deemed to include “servitude”, (p) “priority” shall be deemed to include “prior claim”, (q) “survey” shall be deemed to include “certificate of location and plan”, and (r) “fee simple

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title” shall be deemed to include “absolute ownership”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only (except if another language is required under any applicable law) and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en la langue anglaise seulement (sauf si une autre langue est requise en vertu d’une loi applicable).

SECTION 2. CREDIT FACILITIES

2.1 Revolver Commitment.

2.1.1 Revolver Loans.

(a) Each Lender with a Revolver Commitment to the U.S. Borrowers agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans in Dollars (each a “U.S. Revolver Loan”) to the U.S. Borrowers from time to time through the Commitment Termination Date up to the amount as set forth on Schedule I of the Second Amendment Agreement opposite such Lender’s name. The U.S. Revolver Loans may be repaid and reborrowed as provided herein. In no event shall any Lender have any obligation to honor a request for a U.S. Revolver Loan in excess of such Lender’s Pro Rata share of the U.S. Available Credit.

(b) Each Lender with a Revolver Commitment to the Canadian Borrower agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans in either Dollars or Canadian Dollars (each, a “Canadian Revolver Loan”) to the Canadian Borrower from time to time through the Commitment Termination Date up to the amount as set forth on Schedule I of the Second Amendment Agreement opposite such Lender’s name. The Canadian Revolver Loans may be repaid and reborrowed as provided herein. In no event shall any Lender have any obligation to honor a request for a Canadian Revolver Loan in excess of such Lender’s Pro Rata share of the Canadian Available Credit.

(c) On the Third Restatement Date, in accordance with, and upon the terms and conditions set forth in the Second Amendment Agreement, each Lender with a Revolver Commitment to the German Borrowers agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans in either Dollars or Euros (each, a “German Revolver Loan”) to a German Borrower from time to time through the Commitment Termination Date up to the amount as set forth on Schedule I of the Second Amendment Agreement opposite such Lender’s name. The German Revolver Loans may be repaid and reborrowed as provided herein. In no event shall any Lender have any obligation to honor a request for a German Revolver Loan in excess of such Lender’s Pro Rata share of (i) the German Available Credit or (ii) the Total German Available Credit

2.1.2 Revolver Notes. The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of the Agent and such Lender. At the request of any Lender, the applicable Borrowers shall deliver a Revolver Note to such Lender.

2.1.3 Use of Proceeds. The proceeds of Revolver Loans, including any Revolver Loans pursuant to a Revolver Commitment Increase, and Letters of Credit will be used by the Borrowers (a) on the Restatement Date, to finance a portion of the Specified Transactions and for working capital needs and other general corporate purposes of the Lead Borrower and its subsidiaries and (b) after the

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Restatement Date for working capital needs and other general corporate purposes of the Lead Borrower and its subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions, other Permitted Investments, Restricted Payments and any other purpose not prohibited by the Loan Documents.

2.1.4 Revolver Commitment Increase.

(a) (i) Subject to the terms and conditions set forth herein, after the Third Restatement Date, the Borrowers shall have the right to request, by written notice to the Agent, an increase in the Revolver Commitments (a “Revolver Commitment Increase”) in an aggregate amount not to exceed $20,000,000; provided that (a) the Borrowers shall only be permitted to request 3 Revolver Commitment Increases after the Third Restatement Date, (b) any Revolver Commitment Increase shall be in a minimum amount of $5,000,000, (c) after giving effect to all such Revolver Commitment Increases, the aggregate amount of the Revolver Commitments outstanding shall not exceed $155,000,000 and (d) each such Revolver Commitment Increase shall be applied (i) 80% to an increase in the U.S. Revolver Sublimit and (ii) 20% to an increase in the Canadian Revolver Sublimit; provided that such percentages shall be adjusted to equal the then-existing proportion of such limits as may have been affected by the operation of Section 2.1.11 prior to such time.

(ii) Each notice submitted pursuant to this Section 2.1.4(a) (a “Revolver Commitment Increase Notice”) requesting a Revolver Commitment Increase shall specify the amount of the increase in the Revolver Commitments being requested. Upon receipt of a Revolver Commitment Increase Notice, the Agent may (at the direction of the Lead Borrower) promptly notify the Lenders with Commitments under the U.S. Sub-Facility and the Canadian Sub-Facility and each such Lender may (subject to the Lead Borrower’s consent) have the right to elect to have its Revolver Commitment increased by its Pro Rata share of the Revolving Commitments under the U.S. Sub-Facility and the Canadian Sub-Facility (it being understood and agreed that a Lender may elect to have its Revolver Commitment increased in excess of its Pro Rata share in its discretion if any other Lender declines to participate in the Revolver Commitment Increase) of the requested increase in Revolver Commitments; provided that (i) each Lender may elect or decline, in its sole discretion, to have its Revolver Commitment increased in connection with any requested Revolver Commitment Increase, it being understood that no Lender shall be obligated to increase its Revolver Commitment or make any Revolver Loan under any Revolver Commitment Increase unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any Revolver Commitment Increase Notice within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such Revolver Commitment Increase, (ii) if any Lender declines to participate in any Revolver Commitment Increase and, as a result, commitments from additional financial institutions are required in connection with the Revolver Commitment Increase, any Person or Persons providing such commitment shall be subject to the written consent of the Agent, the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed), if such consent would be required pursuant to the definition of Eligible Assignee and (iii) in no event shall a Defaulting Lender be entitled to participate in such Revolver Commitment Increase. In the event that any Lender or other Person agrees to participate in any Revolver Commitment Increase (each an “Increase Loan Lender”), such Revolver Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Increase Loan Lenders and the Lead Borrower, which date shall be as soon as practicable after the date of receipt of the Revolver Commitment Increase Notice (such date, the “Increase Date”); provided that the establishment of such Revolver Commitment Increase and the obligation of such Increase Loan Lenders to make the Revolver Loans thereunder shall be subject to the satisfaction of each of the following conditions: (1) no Event of Default would exist after giving effect thereto; (2) the Revolver Commitment Increase shall be effected pursuant to one or

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more joinder agreements executed and delivered by the Lead Borrower, the Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Lead Borrower, the Agent, and the Increase Loan Lenders; (3) Obligors shall execute and deliver or cause to be executed and delivered to the Agent such amendments to the Loan Documents, legal opinions and other documents as the Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Agent; and (4) the Borrowers shall have paid to the Agent and the Lenders such additional fees as may be required to be paid by the Borrowers in connection therewith.

(iii) On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.1.4(a), (i) the Agent shall effect a settlement of all outstanding Revolver Loans among the Lenders that will reflect the adjustments to the Revolver Commitments of the Lenders as a result of the Revolver Commitment Increase, (ii) the Agent shall notify the Lenders and Obligors of the occurrence of the Revolver Commitment Increase to be effected on the Increase Date, (iii) Schedule I shall be deemed modified to reflect the revised Revolver Commitments of the affected Lenders and (iv) Revolver Notes will be issued, at the expense of the Borrowers, to any Lender participating in the Revolver Commitment Increase and requesting a Revolver Note, all in conformity with the requirements of Section 2.1.2.

(iv) The terms and provisions of the Revolver Commitment Increase shall be identical to the Revolver Loans and the Revolver Commitments (other than with respect to fees) and, for purposes of this Agreement and the other Loan Documents, all Revolver Loans made under the Revolver Commitment Increase shall be deemed to be Revolver Loans. Without limiting the generality of the foregoing, (i) the rate of interest applicable to the Revolver Commitment Increase shall be the same as the rate of interest applicable to the existing Revolver Loans, (ii) unused line fees applicable to the Revolver Commitment Increase shall be calculated using the same Unused Line Fee Rates applicable to the existing Revolver Loans, (iii) the Revolver Commitment Increase shall share ratably in any mandatory prepayments of the Revolver Loans, (iv) after giving effect to such Revolver Commitment Increases and prior to the Commitment Termination Date, Revolver Commitments shall be reduced on a Pro Rata basis, and (vi) the Revolver Commitment Increase shall rank pari passu in right of payment and security with the existing Revolver Loans. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), the rate of interest and the Unused Line Fee Rate or similar fee interest rate applicable to the existing Revolver Loans may, at the sole option of the Borrowers, be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the Revolver Commitment Increase. Each joinder agreement and any amendment to any Loan Document requested by the Agent in connection with the establishment of the Revolver Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Agent and the Lead Borrower, to effect the provisions of this Section 2.1.4(a).

(b) (i) Subject to the terms and conditions set forth herein, after the Third Restatement Date, the German Lead Borrower shall have the right to request, by written notice to the Agent, an increase in the Revolver Commitments (a “German Revolver Commitment Increase”) in an aggregate amount not to exceed $10,000,000; provided that (a) the German Lead Borrower shall only be permitted to request two (2) German Revolver Commitment Increases after the Third Restatement Date, (b) any German Revolver Commitment Increase shall be in a minimum amount of $2,500,000 (c) after giving effect to all such Revolver Commitment Increases, the aggregate amount of the Revolver Commitments outstanding shall not exceed $155,000,000 and (d) each such German Revolver Commitment Increase shall be applied 100% to increase the Total German Revolver Sublimit.

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(ii) Each notice submitted pursuant to this Section 2.1.4(b) (a “German Revolver Commitment Increase Notice”) requesting a German Revolver Commitment Increase shall specify the amount of the increase in the Revolver Commitments being requested. Upon receipt of a German Revolver Commitment Increase Notice, the Agent may (at the direction of the German Lead Borrower) promptly notify the Lenders with Commitments under the German Sub-Facility and each such Lender may (subject to the German Lead Borrower’s consent) have the right to elect to have its Revolver Commitment increased by its Pro Rata share of the Revolving Commitments under the German Sub-Facility (it being understood and agreed that a Lender may elect to have its Revolver Commitment increased in excess of its Pro Rata share in its discretion if any other Lender declines to participate in the German Revolver Commitment Increase) of the requested increase in Revolver Commitments; provided that (i) each Lender may elect or decline, in its sole discretion, to have its Revolver Commitment increased in connection with any requested German Revolver Commitment Increase, it being understood that no Lender shall be obligated to increase its Revolver Commitment or make any Revolver Loan under any German Revolver Commitment Increase unless it, in its sole discretion, so agrees and, if a Lender fails to respond to any German Revolver Commitment Increase Notice within five (5) Business Days after such Lender’s receipt of such request, such Lender shall be deemed to have declined to participate in such German Revolver Commitment Increase, (ii) if any Lender declines to participate in any German Revolver Commitment Increase and, as a result, commitments from additional financial institutions are required in connection with the German Revolver Commitment Increase, any Person or Persons providing such commitment shall be subject to the written consent of the Agent, the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed), if such consent would be required pursuant to the definition of Eligible Assignee and (iii) in no event shall a Defaulting Lender be entitled to participate in such German Revolver Commitment Increase. In the event that any Lender or other Person agrees to participate in any German Revolver Commitment Increase (each an “German Increase Loan Lender”), such German Revolver Commitment Increase shall become effective on such date as shall be mutually agreed upon by the German Increase Loan Lenders and the German Lead Borrower, which date shall be as soon as practicable after the date of receipt of the German Revolver Commitment Increase Notice (such date, the “German Increase Date”); provided that the establishment of such Revolver Commitment Increase and the obligation of such German Increase Loan Lenders to make the Revolver Loans thereunder shall be subject to the satisfaction of each of the following conditions: (1) no Event of Default would exist after giving effect thereto; (2) the German Revolver Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the German Lead Borrower, the Agent, and the German Increase Loan Lenders, each of which shall be reasonably satisfactory to the German Lead Borrower, the Agent, and the German Increase Loan Lenders; (3) Obligors shall execute and deliver or cause to be executed and delivered to the Agent such amendments to the Loan Documents, legal opinions and other documents as the Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Agent; and (4) the Borrowers shall have paid to the Agent and the Lenders such additional fees as may be required to be paid by the Borrowers in connection therewith.

(iii) On the German Increase Date, upon fulfillment of the conditions set forth in this Section 2.1.4(b), (i) the Agent shall effect a settlement of all outstanding Revolver Loans among the Lenders that will reflect the adjustments to the Revolver Commitments of the Lenders as a result of the German Revolver Commitment Increase, (ii) the Agent shall notify the Lenders and Obligors of the occurrence of the German Revolver Commitment Increase to be effected on the German Increase Date, (iii) Schedule I shall be deemed modified to reflect the revised Revolver Commitments of the affected Lenders and (iv) Revolver Notes will be issued, at the expense of the Borrowers, to any Lender participating in the German Revolver Commitment Increase and requesting a Revolver Note, all in conformity with the requirements of Section 2.1.2.

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(iv) The terms and provisions of the German Revolver Commitment Increase shall be identical to the Revolver Loans and the Revolver Commitments (other than with respect to fees) and, for purposes of this Agreement and the other Loan Documents, all Revolver Loans made under the German Revolver Commitment Increase shall be deemed to be Revolver Loans. Without limiting the generality of the foregoing, (i) the rate of interest applicable to the German Revolver Commitment Increase shall be the same as the rate of interest applicable to the existing Revolver Loans, (ii) unused line fees applicable to the German Revolver Commitment Increase shall be calculated using the same Unused Line Fee Rates applicable to the existing Revolver Loans, (iii) the German Revolver Commitment Increase shall share ratably in any mandatory prepayments of the Revolver Loans, (iv) after giving effect to such German Revolver Commitment Increases and prior to the Commitment Termination Date, Revolver Commitments shall be reduced on a Pro Rata basis, and (v) the German Revolver Commitment Increase shall rank pari passu in right of payment and security with the existing Revolver Loans. Notwithstanding the foregoing or anything to the contrary contained in the Loan Documents (including Section 14.1), the rate of interest and the Unused Line Fee Rate or similar fee interest rate applicable to the existing Revolver Loans may, at the sole option of the Borrowers, be increased in excess of the rate of interest and/or fee applicable thereto to match that applicable to the German Revolver Commitment Increase. Each joinder agreement and any amendment to any Loan Document requested by the Agent in connection with the establishment of the German Revolver Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Agent and the German Lead Borrower, to effect the provisions of this Section 2.1.4(b).

2.1.5 Voluntary Reduction or Termination of Revolver Commitments.

(a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 3 days (or such shorter period of time as the Agent may agree in its reasonable discretion) prior written notice to the Agent at any time, the Borrowers may, at their option, terminate the Revolver Commitments and this Agreement. Any notice of termination given by the Borrowers shall be irrevocable; provided that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. On the Revolver Termination Date, the Borrowers shall make Full Payment of all Obligations.

(b) The Borrowers may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender (provided each such reduction shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolver Loan and any related Revolver Commitments), upon at least 5 days (or such shorter period of time as the Agent may agree in its reasonable discretion) prior written notice to the Agent delivered at any time, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $1,000,000, or an increment of $100,000 in excess thereof.

2.1.6 Overadvances. If either (a) the aggregate U.S. Revolver Loans and U.S. LC Obligations outstanding exceed the U.S. Available Credit (a “U.S. Overadvance”), (b) the Canadian Revolver Loans and Canadian LC Obligations outstanding exceed the Canadian Available Credit, (a “Canadian Overadvance”) or (c) the German Revolver Loans and German LC Obligations outstanding exceed the German Available Credit with respect to a German Borrower or the Total German Available Credit

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with respect to all German Borrowers (a “German Overadvance” and, with any U.S. Overadvance or any Canadian Overadvance, each an “Overadvance”), at any time, the excess amount shall be payable by the applicable Borrowers on demand by the Agent, but all such applicable Revolver Loans or LC Obligations shall nevertheless constitute Secured Obligations secured by the applicable Collateral and entitled to all benefits of the Loan Documents. The Agent may require the Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrowers to cure an Overadvance, (a) when no other Event of Default is known to the Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the aggregate amount of all Overadvances and Protective Advances is not known by the Agent to exceed 10% of the Borrowing Base, as applicable; and (b) regardless of whether an Event of Default exists, if the Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $500,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the aggregate outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. The making of any Overadvance shall not create nor constitute a Default or Event of Default; it being understood that the making or continuance of an Overadvance shall not constitute a waiver by the Agent or the Lenders of the then existing Event of Default. In no event shall any Borrower or other Obligor be permitted to require any Overadvance Loan to be made.

2.1.7 Protective Advances. The Agent shall be authorized, in its discretion, following notice to and consultation with the Lead Borrower, at any time, to make U.S. Base Rate Loans to the U.S. Borrowers, Canadian Prime Loans (through Bank of America (Canada)) to the Canadian Borrower or German Base Rate Loans to a German Borrower (“Protective Advances”) (a) in an aggregate amount, together with the aggregate amount of all applicable Overadvance Loans, not to exceed 10% of the Borrowing Base if the Agent deems such Protective Advances necessary or desirable to preserve and protect the Collateral, or to enhance the collectability or repayment of the Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses; provided that, the aggregate amount of outstanding Protective Advances plus the outstanding amount of Revolver Loans and LC Obligations shall not exceed the aggregate Revolver Commitments. Each Applicable Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke the Agent’s authority to make further Protective Advances under clause (a) by written notice to the Agent. Absent such revocation, the Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. The Agent may use the proceeds of such Protective Advances to (a) protect, insure, maintain or realize upon any Collateral; or (b) defend or maintain the validity or priority of the Agent’s Liens on any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien; provided that the Agent shall use reasonable efforts to notify the Lead Borrower after paying any such amount or taking any such action and shall not make payment of any item that is being Properly Contested. Notwithstanding the foregoing, each of the Canadian Borrower and the German Borrowers shall be liable only for any Protective Advances made to them individually.

2.1.8 Specified/Designated Refinancing Debt.

(a) The Borrowers may, from time to time and up to 3 times prior to the Revolver Termination Date, refinance Revolver Loans or Revolver Commitments, in whole or in part with the proceeds of (i) a new revolving facility (each, a “Specified Refinancing Facility” and the loans and commitments thereunder, “Specified Refinancing Debt”) under this Agreement with the consent of the Agent (to the extent its consent is required by the definition of Eligible Assignee), the Lead Borrower, the Canadian Borrower, and the German Lead Borrower and the entities providing such Specified Refinancing Facility and (ii) one or more series of senior secured loans (each, a “Designated Refinancing Facility” and the

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loans commitments thereunder, “Designated Refinancing Debt”) outside of this Agreement; provided that (a) any such Specified Refinancing Debt or Designated Refinancing Debt does not mature prior to the Revolver Termination Date, (b) any such Specified Refinancing Debt or Designated Refinancing Debt shall be secured by the Collateral on a pari passu basis and shall rank pari passu in right of payment with the Secured Obligations (provided, that the agent for the holders of any Designated Refinancing Debt shall have entered into a joinder to the Intercreditor Agreement or other customary intercreditor agreement, and (c) the other terms and conditions of such Specified Refinancing Debt or Designated Refinancing Debt (excluding price and optional prepayment or redemption terms) are substantially identically to, or (taken as a whole) not materially more favorable to the lenders (which may be the Lenders) providing such Specified Refinancing Debt or Designated Refinancing Debt than those applicable to the Agent and the Lenders holding the Revolver Loans or Revolver Commitments being refinanced (except for covenants or other provisions applicable only to periods after the Revolver Termination Date).

(b) The Lead Borrower shall make any request for Specified Refinancing Debt pursuant to a written notice to the Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt may (at the Lead Borrower’s direction), but shall not be required to, be requested on a ratable basis from existing Lenders (other than Defaulting Lenders) in respect of the Revolver Loans. At the time of sending such notice, the Lead Borrower (in consultation with the Agent) shall specify the time period within which each Applicable Lender is requested to respond (which shall in no event be less than 5 Business Days from the date of delivery of such notice to such Lenders). Each Applicable Lender shall notify the Agent within such time period whether it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its Pro Rata portion (based on such Lender’s Pro Rata shares of the Revolver Loans and Revolver Commitments then outstanding) of such requested Specified Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the consent of the Agent if such consent would be required pursuant to the definition of Eligible Assignee (which approval shall not be unreasonably withheld or delayed), the applicable Borrowers may also invite additional Persons to become the Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement in form satisfactory to the Agent.

(c) The effectiveness of any Specified Refinancing Debt shall be subject to (i) compliance with the Refinancing Conditions and (ii) to the extent reasonably requested by the Agent, receipt by the Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Third Restatement Date under Section 6.1 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion) or otherwise reasonably acceptable to the Agent.

(d) Each incurrence of Specified Refinancing Debt under this Section 2.1.8 shall be in an aggregate principal amount that is not less than $5,000,000. At no time shall there be Revolver Commitment hereunder (including Extended Revolving Commitments, commitments under a Specified Refinancing Facility and any original Revolver Commitments) which have more than three different maturity dates. Any Specified Refinancing Debt may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swingline Loans, pursuant to any revolving commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swingline Loans thereunder.

(e) The Agent shall promptly notify each Lender as to the effectiveness of any Specified Refinancing Debt. Each of the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Debt, this Agreement shall be deemed amended to the extent (but only to the extent)

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necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as a separate tranche hereunder and its being treated in a manner consistent with the Revolver Loans, including, without limitation, for purposes of mandatory prepayments and voting, and availability of Borrowings under both the existing Revolver Commitments and Specified Refinancing Debt being based upon the Borrowing Base). Any joinder or amendment in respect of Specified Refinancing Debt may, without the consent of any Person other than the Borrowers, the Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Borrowers, to effect the provisions of this Section 2.1.8. In addition, if so provided in the relevant Specified Refinancing Debt documentation and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Revolver Termination Date shall be reallocated from the Lenders holding Revolver Commitments to the Lenders holding extended revolving commitments in accordance with the terms of such Specified Refinancing Debt; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolver Commitments, be deemed to be participation interests in respect of such commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

2.1.9 Extension Offers.

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrowers to all Lenders of Revolver Commitments with a like maturity date on a Pro Rata basis and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolver Commitments (provided each such extension shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolver Loan and any related Revolver Commitments) and otherwise modify the terms of such Revolver Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolver Commitments (and related outstandings)) (each, an “Extension”, and each group of Revolver Commitments, as applicable, in each case as so extended, as well as the original Revolver Commitments (in each case not so extended), being a “tranche”; any Extended Revolver Commitments shall constitute a separate tranche of Revolver Commitments from the tranche of Revolver Commitments from which they were converted), so long as the following terms are satisfied: (i) no Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined by the Borrowers and set forth in the relevant Extension Offer), the Revolver Commitment of any Lender that agrees to an Extension (an “Extending Revolving Lender”) with respect to all or a portion of such Revolver Commitment extended (an “Extended Revolving Commitment”), and the related outstandings (“Extended Revolving Loans”), shall be a Revolver Commitment (or related outstandings, as the case may be) with the same terms as the original Revolver Commitments (and related outstandings); provided that (1) the Borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolver Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Revolver Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolver Commitments, (2) subject to the provisions of Sections 2.1.10 and 2.2.3 to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a maturity date when there exists Extended Revolving Commitments with a longer maturity date, all Swingline Loans and Letters of Credit shall be participated on a Pro Rata basis by all Lenders with Revolver Commitments in accordance with their percentage of the Revolver Commitments (and except as provided in Sections 2.1.10 and 2.2.3,

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without giving effect to changes thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolver Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a Pro Rata basis with all other Revolver Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such tranche of Revolver Commitments on a better than Pro Rata basis as compared to any other tranche of Revolver Commitments with a later maturity date than such tranche of Revolver Commitments (4) assignments and participations of Extended Revolving Commitments and extend Revolver Loans shall be governed by the same assignment and participation provisions applicable to Revolver Commitments and Revolver Loans and (5) at no time shall there be Revolver Commitments hereunder (including Extended Revolving Commitments, commitments under a Specified Refinancing Facility and any original Revolver Commitments) which have more than three different maturity dates, (iii) if the aggregate principal of Revolver Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of the Revolver Commitments, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Offer, then the Revolver Commitments, as the case may be, of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (iv) all documentation in respect of such Extension shall be consistent with the foregoing and (v) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrowers.

(b) With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.1.9, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Sections 5.2, 5.4, 10.3 and 11.5 and (ii) an Extension Offer is required to be in a minimum amount of $5,000,000; provided that the Borrowers may at their election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a greater minimum amount of Revolver Commitments of any or all applicable tranches be tendered. The Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.1.9 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 5.2, 5.4, 10.3 and 11.5) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.1.9.

(c) No consent of any Lender or the Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Revolver Commitments (or a portion thereof). All Extended Revolving Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish new tranches or sub-tranches in respect of the Revolver Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrowers in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.1.9. In addition, if so provided in such amendment, participations in Letters of Credit expiring on or after the Revolver Termination Date shall be re-allocated from the Lenders holding Revolver Commitments to the Lenders holding Extended Revolving Commitments in accordance with the terms of such amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolver Commitments, be deemed to be participation interests in respect of such Extended Revolver Commitments and the terms of such participation interests (including, without limitation, the fees applicable thereto) shall be adjusted accordingly. Without limiting the foregoing, in connection with any Extensions the respective Obligors shall (at their

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expense) amend (and the Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest applicable Revolver Termination Date so that such maturity date is extended to the then applicable Revolver Termination Date.

(d) In connection with any Extension, the Borrowers shall provide the Agent at least 10 Business Days (or such shorter period as may be agreed by the Agent in its reasonable discretion) prior written notice thereof.

2.1.10 Provisions Related to Revolver Commitment Increases and Extended Revolving Commitments with Respect to Swingline Loans. If the maturity date in respect of any tranche of Revolver Commitments occurs at a time when another tranche or tranches of Revolver Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolver Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.2.2), there shall exist sufficient unutilized Extended Revolving Commitments or Revolver Commitment Increases so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments or Revolver Commitment Increases which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolver Commitments or Revolver Commitment Increases, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.

2.1.11 Adjustment of Revolver Commitments.

(a) The Borrowers may, by written notice to the Agent, request that the Agent and the Lenders increase or decrease the U.S. Revolver Sublimit (a “U.S. Revolver Commitment Adjustment”), which request shall be granted provided that each of the following conditions are satisfied: (i) only three U.S. Revolver Commitment Adjustments may be made in any Fiscal Year (such adjustment to be made within 30 days of the delivery of the information contemplated by Section 9.1.2(b) and a Borrowing Base Certificate contemplated by Section 7.1, in each case, for the most recently ended month), (ii) the written request for a U.S. Revolver Commitment Adjustment must be received by the Agent at least three (3) Business Days prior to the requested date (which shall be a Business Day) of the effectiveness of such U.S. Revolver Commitment Adjustment (such date of effectiveness, the “Commitment Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Commitment Adjustment Date, (iv) any increase in the U.S. Revolver Sublimit shall result in a Dollar-for-Dollar decrease in the Canadian Revolver Sublimit pursuant to this Section 2.1.11, and any decrease in the U.S. Revolver Sublimit pursuant to this Section 2.1.11 shall result in a Dollar-for-Dollar increase in the Canadian Revolver Sublimit, (v) in no event shall the U.S. Revolver Commitments and the Canadian Revolver Commitments, collectively exceed $100,000,000 (or such greater amount resulting from the provisions of Section 2.1.4), (vi) in no event shall the Canadian Revolver Sublimit exceed $50,000,000 pursuant to this Section 2.1.11, (vii) no U.S. Revolver Commitment Adjustment shall be permitted if, after giving effect thereto, an Overadvance would exist, and (viii) the Agent shall have received a certificate of the Lead Borrower dated as of the Commitment Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Agent. Any such U.S. Revolver Commitment Adjustment shall be in an amount equal to $1,000,000 or a multiple of $500,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the aggregate Revolver Commitments available for use under the U.S. Sub-Facility Pro Rata among the Lenders and (2) the aggregate Revolver Commitments available for use under the Canadian

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Sub-Facility then in effect Pro Rata among the Lenders. After giving effect to any U.S. Revolver Commitment Adjustment, the Revolver Commitment available for use under the U.S. Sub-Facility or Canadian Sub-Facility, as applicable, of each Lender (and the percentage of each U.S. Revolver Loan or Canadian Revolver Loan, as applicable) that each participant must purchase a participation in) shall be equal to such Lender’s (or participant’s) Pro Rata share of the U.S. Sub-Facility or Canadian Sub-Facility, as applicable.

(b) The Agent shall promptly inform the Lenders of any request for a U.S. Revolver Commitment Adjustment made by the Borrowers. If the conditions set forth in clause (a) above are not satisfied on the applicable Commitment Adjustment Date (or, to the extent such conditions relate to an earlier date, such earlier date), the Agent shall notify the Lead Borrower in writing that the requested U.S. Revolver Commitment Adjustment will not be effectuated; provided, however, that the Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by the Lead Borrower pursuant to clause (a) (vii) immediately above in making its determination as to the satisfaction of such conditions. On each Commitment Adjustment Date, the Agent shall notify the Lenders and the Lead Borrower, on or before 2:00 p.m. (New York time), by telecopier, e-mail or telex, of the occurrence of the U.S. Revolver Commitment Adjustment to be effected on such Commitment Adjustment Date, the amount of Revolving Loans held by each Lender as a result thereof, the amount of the Revolver Commitment of each Lender available for use under the U.S. Sub-Facility and the amount of the Revolver Commitment of each Lender available for use under the Canadian Sub-Facility (and the percentage of each Revolving Loan that each participant must purchase a participation interest in) as a result thereof.

2.2 Letter of Credit Facility.

2.2.1 Issuance of Letters of Credit. On and after the Third Restatement Date, (i) the Existing U.S. Letters of Credit shall constitute U.S. Letters of Credit under this Agreement and shall, to the extent such Existing U.S. Letters of Credit remain outstanding, reduce the maximum aggregate principal amount of Letters of Credit permitted to be issued from time to time pursuant to clause (A) below, (ii) the Existing Canadian Letters of Credit shall constitute Canadian Letters of Credit under this Agreement and shall, to the extent such Existing Canadian Letters of Credit remain outstanding, reduce the maximum aggregate principal amount of Letters of Credit permitted to be issued from time to time pursuant to clause (B) below and (iii) the Existing German Letters of Credit shall constitute German Letters of Credit under this Agreement and shall, to the extent such Existing German Letters of Credit remain outstanding, reduce the maximum aggregate principal amount of Letters of Credit permitted to be issued from time to time pursuant to clause (C) below. At any time on or after the Third Restatement Date, the Issuing Banks may (A) issue Letters of Credit denominated in Dollars for the account of any U.S. Borrower or any of the U.S. Borrowers’ Subsidiaries totaling up to a maximum of $40,000,000 in aggregate principal amount, (B) issue Letters of Credit dominated in Dollars or Canadian Dollars for the account of the Canadian Borrower or any of the Lead Borrower’s Subsidiaries totaling up to a maximum of $10,000,000 in aggregate principal amount and (C) issue Letters of Credit denominated in Dollars or Euros for the account of any German Obligor or any German Obligor’s Subsidiaries totaling up to a maximum of $15,000,000, in each case from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a) Each Borrower acknowledges that the Issuing Bank’s issuance of any Letter of Credit is conditioned upon the Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as the Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. The Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) the Issuing Bank receives a LC Request and LC Application at least 3 Business Days (or shorter period of time as may be

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agreed by the Agent in its reasonable discretion) prior to the requested date of issuance; and (ii) each LC Condition is satisfied. If, in sufficient time to act, the Issuing Bank receives written notice from Required Lenders that a LC Condition has not been satisfied, the Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any such notice, the Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. In the event that a reallocation of the Fronting Exposure with respect to LC Obligations of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the Fronting Exposure with respect to LC Obligations of such Defaulting Lender and such Defaulting Lender has not Cash Collateralized its obligations or otherwise made arrangements reasonably satisfactory to the Issuing Bank, the applicable Issuing Bank may require the applicable Borrowers to Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Letter of Credit and will have no obligation to issue new Letters of Credit, or to extend, renew or amend existing Letters of Credit to the extent the Fronting Exposure with respect to LC Obligations would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure with respect to LC Obligations is Cash Collateralized.

(b) Letters of Credit may be requested by a Borrower to support obligations incurred in the Ordinary Course of Business, to backstop or replace Existing Letters of Credit through the issuance of new Letters of Credit for the account of the issuers of such Existing Letters of Credit (including, by “grandfathering” such Existing Letters of Credit in this Agreement), for any purpose permitted under this Agreement and the other Loan Documents or as otherwise approved by the Agent. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application may be required or waived at the discretion of the Issuing Bank.

(c) The applicable Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of the Agent, the Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any LC Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any LC Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any LC Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or LC Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of the Issuing Bank, the Agent or any Lender, including any act or omission of a Governmental Authority. The Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against the Borrowers are discharged with proceeds of any Letter of Credit.

(d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, the Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by the Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. The Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. The Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents.

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(e) Notwithstanding anything to the contrary in this Section 2.2.1, the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages) suffered by the Borrowers that are caused by such Issuing Bank’s failure to exercise reasonable care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, that are the result of gross negligence, bad faith or willful misconduct on the apart of the applicable Issuing Bank.

(f) For the avoidance of doubt, (a) no LC Documents shall (i) contain any representations and warranties, covenants or events of default not set forth in this Agreement and any representations and warranties, covenants and events of default shall be subject to the same qualifiers, exceptions and exclusions as those set forth in this Agreement or (ii) provide for any collateral security or Liens and (b) to the extent any of the foregoing provisions are contained therein and not contained herein, then such provisions shall be rendered null and void and any such qualifiers, exceptions and exclusions contained herein shall be deemed incorporated therein, mutatis mutandis.

2.2.2 Reimbursement; Participations.

(a) If the Issuing Bank honors any request for payment under a U.S. Letter of Credit, the U.S. Borrowers shall pay to the Issuing Bank, by 2:00 p.m. (New York time) (or such later time as the Agent may agree) within one Business Day following receipt by the Lead Borrower, of notice from the relevant Issuing Bank (“Reimbursement Date”), the amount paid by the Issuing Bank under such U.S. Letter of Credit, together with interest at the interest rate for U.S. Base Rate Loans from the Reimbursement Date until payment by the U.S. Borrowers. The obligation of the U.S. Borrowers to reimburse the Issuing Bank for any payment made under a U.S. Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and, subject to Section 2.2.1(e), shall be paid without regard to any lack of validity or enforceability of any U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that the Borrowers may have at any time against the beneficiary. Unless the Lead Borrower notifies the Agent that it intends to reimburse the Issuing Bank for a drawing under a U.S. Letter of Credit, whether or not the Lead Borrower submits a Notice of Borrowing, the Lead Borrower shall be deemed to have requested a Borrowing of U.S. Base Rate Loans in the applicable currency in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Applicable Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Revolver Commitments have terminated, a U.S. Overadvance exists or is created thereby, or the conditions in Section 6.2 are satisfied.

(b) If the Issuing Bank honors any request for payment under a Canadian Letter of Credit, the Canadian Borrower shall pay to the Issuing Bank, by 2:00 p.m. (New York time) (or such later time as the Agent may agree) on the Reimbursement Date, the amount paid by the Issuing Bank under such Canadian Letter of Credit, together with interest at the interest rate for, in the case of Canadian Letters of Credit denominated in Dollars, Canadian Base Rate Loans or, in the case of Canadian Letters of Credit denominated in Canadian Dollars, Canadian Prime Loans from the Reimbursement Date until payment by the Canadian Borrower. The obligation of the Canadian Borrower to reimburse the Issuing Bank for any payment made under a Canadian Letter of Credit shall be absolute, unconditional, irrevocable, and, subject to Section 2.2.1(e), shall be paid without regard to any lack of validity or enforceability of any Canadian Letter of Credit or the existence of any claim, setoff, defense or other right that the Canadian Borrower may have at any time against the beneficiary. Unless the Canadian Borrower notifies the Agent that it intends to reimburse the Issuing Bank for a drawing under a Canadian Letter of Credit,

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whether or not the Canadian Borrower submits a Notice of Borrowing, the Canadian Borrower shall be deemed to have requested a Borrowing of, in the case of Canadian Letters of Credit denominated in Dollars, Canadian Base Rate Loans or, in the case of Canadian Letters of Credit denominated in Canadian Dollars, Canadian Prime Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Applicable Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Revolver Commitments have terminated, a Canadian Overadvance exists or is created thereby, or the conditions in Section 6.2 are satisfied.

(c) If the Issuing Bank honors any request for payment under a German Letter of Credit, the applicable German Borrower shall pay to the Issuing Bank, by 2:00 p.m. London Time (GMT) (or such later time as the Agent may agree) on the Reimbursement Date, the amount paid by the Issuing Bank under such German Letter of Credit, together with interest at the interest rate for, in the case of German Letters of Credit denominated in Dollars, German Base Rate Loans or, in the case of German Letters of Credit denominated in Euros, LIBOR Loans from the Reimbursement Date until payment by the German Borrower. The obligation of such German Borrower to reimburse the Issuing Bank for any payment made under a German Letter of Credit shall be absolute, unconditional, irrevocable, and, subject to Section 2.2.1(e), shall be paid without regard to any lack of validity or enforceability of any German Letter of Credit or the existence of any claim, setoff, defense or other right that the German Borrower may have at any time against the beneficiary. Unless such German Borrower notifies the Agent that it intends to reimburse the Issuing Bank for a drawing under a German Letter of Credit, whether or not such German Borrower submits a Notice of Borrowing, the German Borrower shall be deemed to have requested a Borrowing of, in the case of German Letters of Credit denominated in Dollars, German Base Rate Loans or, in the case of German Letters of Credit denominated in Euros, LIBOR Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Applicable Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Revolver Commitments have terminated, a German Overadvance exists or is created thereby, or the conditions in Section 6.2 are satisfied.

(d) Upon the issuance of a Letter of Credit or, in the case of the Existing Letters of Credit, the Third Restatement Date, each Applicable Lender shall be deemed to have irrevocably and unconditionally purchased from the Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If the Issuing Bank makes any payment under a Letter of Credit and the applicable Borrower or Borrowers do not reimburse such payment on the Reimbursement Date, the Agent shall promptly notify the Lenders and each Applicable Lender shall promptly (within one Business Day) and unconditionally pay to the Agent, for the benefit of the Issuing Bank, the Lender’s Pro Rata share of such payment.

(e) The obligation of each Applicable Lender to make payments to the Agent for the account of the Issuing Bank in connection with the Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of: any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations. The Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. The Issuing Bank does not make to the Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor. The Issuing Bank shall not be responsible to any Lender for: any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

(f) No Issuing Bank shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence, bad faith or willful misconduct. The Issuing Bank shall not have any liability to any Lender if the Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

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2.2.3 Provisions Related to Revolver Commitment Increases and Extended Revolving Commitment with respect to Letters of Credit. If the maturity date in respect of any tranche of Revolver Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolver Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Applicable Lenders to purchase participations therein and to make Revolver Loans and payments in respect thereof pursuant to Section 2.2.2 under (and ratably participated in by the Applicable Lenders pursuant to) the Revolver Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolver Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated)) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the applicable Borrower or Borrowers shall Cash Collateralize any such Letter of Credit in accordance with Section 2.2.4. Commencing with the maturity date of any tranche of Revolver Commitments, the applicable sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

2.2.4 Cash Collateral. Except as otherwise provided herein, if any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default has occurred and is continuing, (b) that the applicable Available Credit is less than zero, (c) after the Commitment Termination Date, or (d) within 5 Business Days prior to the Revolver Termination Date, then the applicable Borrower or Borrowers shall, at the Issuing Bank’s or the Agent’s request, Cash Collateralize the stated amount of all applicable outstanding Letters of Credit and pay to the Issuing Bank the amount of all other applicable LC Obligations. If the applicable Borrower or Borrowers fail to provide any Cash Collateral as required hereunder, the Agent may (and shall upon direction of Required Lenders) advance, as Revolver Loans, the amount of the Cash Collateral required (whether or not the applicable Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 are satisfied).

2.2.5 Resignation or Removal of the Issuing Bank. The Issuing Bank may resign at any time upon at least 30 days prior notice to the Agent and the Lead Borrower. Any Issuing Bank may be replaced at any time by written agreement among the Lead Borrower, the Agent, the replaced Issuing Bank and the successor Issuing Bank. On the effective date of such resignation or replacement, the Issuing Bank shall have no further obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall continue to have all rights and obligations of an Issuing Bank hereunder, including under Sections 2.2, 11.6 and 14.2, relating to any Letter of Credit issued prior to such date. The Agent shall promptly appoint a replacement Issuing Bank, which, as long as no Event of Default under Sections 10.1(a) and 10.1(h) (with respect to the Lead Borrower, the Canadian Borrower or a German Borrower, as applicable, only) has occurred and is continuing, shall be reasonably acceptable to the Borrowers.

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SECTION 3. INTEREST, FEES AND CHARGES

3.1 Interest.

3.1.1 Rates and Payment of Interest.

(a) The Obligations shall bear interest (i) if a U.S. Base Rate Loan, at the applicable U.S. Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; (iii) if a Canadian Prime Loan, at the Canadian Prime Rate in effect from time to time, plus the Applicable Margin; (iv) if a Canadian Base Rate Loan, at the applicable Canadian Base Rate in effect from time to time, plus the Applicable Margin; (v) if a B/A Equivalent Loan, at the Canadian B/A Rate for the applicable Contract Period, plus the Applicable Margin; (vi) if a German Base Rate Loan, at the applicable German Base Rate in effect from time to time, plus the Applicable Margin; (vii) if any other U.S. Obligation (including, to the extent permitted by law, interest not paid when due), at the applicable U.S. Base Rate (which shall be the U.S. Base Rate applicable to U.S. Revolver Loans that are U.S. Base Rate Loans if no obvious rate applies) in effect from time to time, plus the Applicable Margin for U.S. Base Rate Loans; (viii) if any other Canadian Obligation (including, to the extent permitted by Applicable Law, interest not paid when due), at the applicable Canadian Prime Rate (which shall be the Canadian Prime Rate applicable to Canadian Revolver Loans that are Canadian Prime Loans if no obvious rate applies) in effect from time to time, plus the Applicable Margin for Canadian Prime Loans and (ix) if any other German Obligation (including, to the extent permitted by Applicable Law, interest not paid when due), at the applicable German Base Rate (which shall be the German Base Rate applicable to German Revolver Loans that are German Base Rate Loans if no obvious rate applies) in effect from time to time, plus the Applicable Margin for German Base Rate Loans. Interest shall accrue from the date the Revolver Loan is advanced or the Obligation is incurred or due and payable, until paid by the applicable Borrower or Borrowers.

(b) At any time when a payment of principal, interest or fees hereunder is not made when due, such overdue principal, interest or fees shall bear interest at the Default Rate. Each Borrower acknowledges that the cost and expense to the Agent and the Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate the Agent and the Lenders for such cost and expense.

(c) Interest accrued on the Revolver Loans shall be due and payable in arrears, (i) for Revolver Loans accruing interest at LIBOR, at the end of each Interest Period applicable thereto, and, for Interest Periods of greater than 3 months, on the first day of each Fiscal Quarter; (ii) for Revolver Loans accruing interest at the U.S. Base Rate, the Canadian Base Rate, the Canadian Prime Rate, or the German Base Rate on the first day of each Fiscal Quarter; (iii) for B/A Equivalent Loans, at the end of each Contract Period applicable thereto, and, for Contract Periods of greater than 3 months, on the first day of each Fiscal Quarter, (iv) on any date of prepayment pursuant to Section 5.2, with respect to the principal amount of Revolver Loans being prepaid; and (v) on the Commitment Termination Date. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.

(d) In the event that any Borrowing Base Certificate or related information for any period delivered pursuant to Section 7.1 is inaccurate while the Revolver Commitments are in effect, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for such period than the Applicable Margin actually used to determine interest rates for such period, then (a) the Borrowers shall promptly deliver to the Agent a corrected Borrowing Base Certificate for such period, (b) the Applicable Margin for such period shall be retroactively determined based on the Average Availability as set forth in the corrected Borrowing Base Certificate, and (c) the Borrowers shall promptly pay to the Agent (for the account of the Lenders during such period or their successors and permitted assigns) the accrued additional interest owing as a result of such increased Applicable Margin for such period. This Section 3.1.1(d) shall not limit the rights of the Agent under this Section 3.1.1 or Section 10.

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3.1.2 Application of LIBOR and the Canadian B/A Rate to Outstanding Loans; Conversions of LIBOR Loans and B/A Equivalent Loans.

(a) The Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the U.S. Base Rate Loans, Canadian Base Rate Loans or German Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. The Canadian Borrower may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Canadian Prime Loans to, or to continue any B/A Equivalent Loan at the end of its Contract Period as, a B/A Equivalent Loan. Upon the occurrence and during the continuance of any Event of Default, the Agent may (and shall at the direction of Required Lenders) declare that no Revolver Loan may be made, converted or continued as a LIBOR Loan or a B/A Equivalent Loan.

(b) Whenever the Borrowers desire to convert or continue Revolver Loans as LIBOR Loans or B/A Equivalent Loans, the Lead Borrower (in the case of Loans to a U.S. Borrower or the Canadian Borrower) or the German Lead Borrower (in the case of Loans to a German Borrower) shall give the Agent a Notice of Conversion/Continuation, no later than 2:00 p.m. (New York City time) (or in the case of Loans to a German Borrower, no later than 2:00 p.m. London Time (GMT) or, in either case, such later time as the Agent may agree in its reasonable discretion) at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, the Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Revolver Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period or Contract Period, as applicable (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans or Contract Period in respect of any B/A Equivalent Loans, the Lead Borrower or German Lead Borrower, as applicable, shall have failed to deliver a Notice of Conversion/Continuation, it shall be deemed to have elected to convert such LIBOR Loans into U.S. Base Rate Loans, Canadian Base Rate Loans or German Base Rate Loans, as applicable and such B/A Equivalent Loans into Canadian Prime Loans.

3.1.3 Interest Periods and Contract Periods. In connection with the making, conversion or continuation of (a) any LIBOR Loans, the Lead Borrower (in the case of Loans to a U.S. Borrower or the Canadian Borrower) or the German Lead Borrower (in the case of Loans to a German Borrower) shall select an interest period (“Interest Period”) to apply, which interest period shall be one, two, three or six months and (b) any B/A Equivalent Loans, the Canadian Borrower shall select a Contract Period to apply, which Contract Period shall be one, two, three or six months; provided, however, that:

(a) the Interest Period or Contract Period shall commence on the date the Revolver Loan, is made or continued as, or converted into, a LIBOR Loan or a B/A Equivalent Loan, as applicable, and shall expire on the numerically corresponding day in the calendar month at its end;

(b) if any Interest Period or Contract Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period or Contract Period shall expire on the last Business Day of such month; and if any Interest Period or Contract Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

(c) no Interest Period or Contract Period shall extend beyond the Revolver Termination Date.

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3.2 Fees.

3.2.1 Unused Line Fees. The Borrowers shall pay to the Agent, for the Pro Rata benefit of the Lenders (other than any Defaulting Lender), a fee equal to the Unused Line Fee Rate multiplied by the amount by which the Revolver Commitments (other than Revolver Commitments of a Defaulting Lender) exceed the average daily balance of outstanding Revolver Loans (other than Swingline Loans) and stated amount of outstanding Letters of Credit during any Fiscal Quarter (such fee, the “Unused Line Fee”). Such fee shall be payable in arrears, on the first day of each Fiscal Quarter.

3.2.2 LC Facility Fees. (a) The U.S. Borrowers shall pay to the Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of outstanding U.S. Letters of Credit, which fee shall be payable in arrears, on the first day of each Fiscal Quarter; (b) the Canadian Borrower shall pay to the Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of outstanding Canadian Letters of Credit denominated in Dollars, which fee shall be payable in arrears, on the first day of each Fiscal Quarter; (c) the Canadian Borrower shall pay to the Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the Applicable Margin in effect for B/A Equivalent Loans times the average daily stated amount of outstanding Canadian Letters of Credit denominated in Canadian Dollars, which fee shall be payable in arrears, on the first day of each Fiscal Quarter; (d) the German Borrowers shall pay to the Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of outstanding German Letters of Credit denominated in Dollars, which fee shall be payable in arrears, on the first day of each Fiscal Quarter; (e) the German Borrowers shall pay to the Agent, for the Pro Rata benefit of the Applicable Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of outstanding German Letters of Credit denominated in Euros, which fee shall be payable in arrears, on the first day of each Fiscal Quarter; (f) the applicable Borrowers shall pay to the applicable Issuing Bank, for its own account, a fronting fee not in excess of 0.125% per annum of the stated amount of each Letter of Credit, which fee shall be payable in arrears, on the first day of each Fiscal Quarter; and (g) the applicable Borrowers shall pay to the applicable Issuing Bank, for its own account, all customary charges associated with the issuance, registration, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred upon demand.

3.2.3 Other Fees. The Borrowers shall pay to the Lenders and the Agent, for their own accounts, the fees described in the Fee Letters.

3.3 Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days for LIBOR Loans and German Base Rate Loans and 365 days for U.S. Base Rate Loans, Canadian Base Rate Loans, B/A Equivalent Loans and Canadian Prime Loans. Each determination by the Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest or demonstrable error. All fees shall be fully earned when due and payable and shall not be subject to rebate, refund or proration.

3.4 Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR or the Canadian B/A Rate, or any Governmental Authority has imposed material restrictions on the authority

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of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market or to transact in bankers’ acceptances in the Canadian interbank market, then, on notice thereof by such Lender to the Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans or to make or continue B/A Equivalent Loans or to convert Canadian Prime Loans to B/A Equivalent Loans shall be suspended until such Lender notifies the Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, the applicable Borrowers shall prepay or, if applicable, convert all LIBOR Loans of such Lender to U.S. Base Rate Loans, Canadian Base Rate Loans or German Base Rate Loans, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. Upon delivery of such notice, the Canadian Borrower shall prepay or, if applicable, convert all B/A Equivalent Loans of such Lender to Canadian Prime Loans, either on the last day of the Contract Period therefor, if such Lender may lawfully continue to maintain such B/A Equivalent Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such B/A Equivalent Loans. Upon any such prepayment or conversion, the Canadian Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.5 Inability to Determine Rates. If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such LIBOR Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loan, then the Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower, the Canadian Borrower or the German Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, a Canadian Base Rate Loan or a German Base Rate Loan, as applicable.

If Required Lenders notify the Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a B/A Equivalent Loan that (a) bankers’ acceptances are not being offered to banks in the Canadian interbank bankers’ acceptances market for the applicable amount and Contract Period of such B/A Equivalent Loan, (b) adequate and reasonable means do not exist for determining the Canadian B/A Rate for the requested Contract Period, or (c) the Canadian B/A Rate for the requested Contract Period does not adequately and fairly reflect the cost to such Lenders of funding such B/A Equivalent Loan, then the Agent will promptly so notify the Lead Borrower, the Canadian Borrower and each Lender. Thereafter, the obligation of the Applicable Lenders to make or maintain B/A Equivalent Loans shall be suspended until the Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower or the Canadian Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of a B/A Equivalent Loan or, failing that, will be deemed to have submitted a request for a Canadian Prime Loan.

3.6 Increased Costs; Capital Adequacy.

3.6.1 Change in Law. If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or the Issuing Bank;

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(b) subject any Lender or Issuing Bank to any Taxes (other than (A) Indemnified Taxes or Other Taxes indemnified by Section 5.8 and (B) any Excluded Taxes); or

(c) impose on any Lender, the Issuing Bank or interbank market any other condition, cost or expense affecting any Revolver Loan, Loan Document, Specified Refinancing Debt, Letter of Credit, participation in LC Obligations, or Revolver Commitment;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any Revolver Loan or Revolver Commitment, or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Bank, the applicable Borrowers will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, the Canadian Borrower and each German Borrower shall only be liable for such increased cost or reduction in amount to the extent that it relates to the Canadian Obligations and the German Obligations of such German Borrower, respectively.

3.6.2 Capital Adequacy. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or the Issuing Bank or any Lending Office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, the Issuing Bank’s or holding company’s capital or liquidity as a consequence of this Agreement, or such Lender’s or the Issuing Bank’s Revolver Commitments, Revolver Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, the Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, the Issuing Bank’s and holding company’s policies with respect to capital adequacy or liquidity), then from time to time the applicable Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered. Notwithstanding the foregoing, the Canadian Borrower and each German Borrower shall only be liable for such additional amounts to the extent that they relate to the Canadian Obligations and the German Obligations of such German Borrower, respectively.

3.6.3 Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but the Borrowers shall not be required to compensate a Lender or the Issuing Bank for any increased costs incurred or reductions suffered more than six months prior to the date that the Lender or the Issuing Bank notifies the Lead Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.7 Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.6, or if the Borrowers are required to pay additional amounts with respect to a Lender under Section 5.8, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) in the judgment of such Lender would not subject the Lender to any unreimbursed

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cost or expense and would not otherwise be materially disadvantageous to it or unlawful. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.8 Funding Losses. If for any reason (other than default by the Agent or a Lender, or as a result of the circumstances described in Section 3.4 or 3.5) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan or a B/A Equivalent Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan or a B/A Equivalent Loan occurs on a day other than the end of its Interest Period or Contract Period, as applicable, (c) the Borrowers fail to repay a LIBOR Loan when required hereunder or the Canadian Borrower fails to repay a B/A Equivalent Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan or a B/A Equivalent Loan prior to the end of its Interest Period or Contract Period, as applicable pursuant to Section 12.4, then the applicable Borrowers or Borrower shall pay to the Agent its customary administrative charge and to each Lender resulting losses and expenses arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds.

3.9 Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of interest permitted by Applicable Law, or that would result in the receipt by any Lender or “interest” at a “criminal rate” as such terms are construed under the Criminal Code (Canada) (“maximum rate”). If the Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged or received by the Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

3.10 Canadian Interest Act. For the purposes of the Interest Act (Canada), (i) whenever any interest under this Agreement is calculated using a rate based on a year of 360 days or any other period of time that is less than a calendar year, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on the number of days in the calendar year, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, or such other period of time that is less than the calendar year, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

3.11 Survival. The payment obligations set forth in this Section 3, in each case solely for the periods set forth therein, if applicable, shall survive termination of the Revolver Commitments and/or this Agreement, repayment of all other Obligations and any resignation of the Agent, the Swingline Lender or any Issuing Bank.

SECTION 4. LOAN ADMINISTRATION

4.1 Manner of Borrowing and Funding of Revolver Loans.

4.1.1 Notice of Borrowing. Whenever the Borrowers desire funding of a Borrowing of Revolver Loans, the Lead Borrower (in the case of Loans to a U.S. Borrower or the Canadian Borrower) or the German Lead Borrower (in the case of Loans to a German Borrower) shall give the Agent a

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Notice of Borrowing. Such notice must be received by the Agent (x) in the case of a Notice of Borrowing requesting Canadian Revolver Loans, no later than 12:00 p.m. (or such other time as the Agent may agree in its reasonable discretion) (New York City time), (y) in the case of a Notice of Borrowing requesting U.S. Revolver Loans, no later than 2:00 p.m. (or such other time as the Agent may agree in its reasonable discretion) (New York City time), or (z) in the case of a Notice of Borrowing requesting German Revolver Loans, no later than 11:00 a.m. (or such other time as the Agent may agree in its reasonable discretion) (London Time (GMT)), in each case (i) on the Business Day of the requested funding date, in the case of U.S. Base Rate Loans, Canadian Base Rate Loans, German Base Rate Loans or Canadian Prime Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans or B/A Equivalent Loans. Notices received after 12:00 p.m. (or such other time as the Agent may agree in its reasonable discretion) (New York City time), or in the case of a Notice of Borrowing requesting German Revolver Loans, 11:00 a.m. (or such other time as the Agent may agree in its reasonable discretion) (London Time (GMT)), shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether such Borrowing will be made as a U.S. Revolver Loan, a Canadian Revolver Loan or a German Revolver Loan, (D) whether the Borrowing is to be made as U.S. Base Rate Loans, Canadian Base Rate Loans, German Base Rate Loans, Canadian Prime Loans, LIBOR Loans or B/A Equivalent Loans, (E) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified), (F) in the case of B/A Equivalent Loans, the duration of the applicable Contract Period (which shall be deemed to be one month if not specified) and (G), in case of a Borrowing of German Revolver Loans, the applicable German Borrower.

4.1.2 Fundings by the Lenders. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, the Agent shall endeavor to notify the Lenders of each Notice of Borrowing (or deemed request for a Borrowing) (i) by 3:00 p.m. (New York City time) on the proposed funding date for U.S. Base Rate Loans, Canadian Prime Loans, Canadian Base Rate Loans (ii) by 1:00 p.m. London Time (GMT) on the proposed funding date for German Base Rate Loans and (iii) by 3:00 p.m. (New York City time) at least two Business Days before any proposed funding of LIBOR Loans or B/A Equivalent Loans. Each Applicable Lender shall fund to the Agent such Lender’s Pro Rata share of the Borrowing to the account specified by the Agent in immediately available funds not later than 5:00 p.m. (New York City time) (or in the case of German Base Rate Loans, 3:00 p.m. London time (GMT)) on the requested funding date. The Agent shall disburse the proceeds of the Revolver Loans as directed by the applicable Borrower. Unless the Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, the Agent may assume that such Lender has deposited or promptly will deposit its share with the Agent, and the Agent may disburse a corresponding amount to the Borrowers. If a Lender’s Pro Rata share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not received by the Agent, then the applicable Borrowers agree to repay to the Agent on demand the amount of such Pro Rata share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing.

4.1.3 Swingline Loans; Settlement.

(a) The Agent may, but shall not be obligated to, advance (i) Swingline Loans to the U.S. Borrowers (“U.S. Swingline Loans”), up to an aggregate outstanding amount of the lesser of (A) $6,000,000 and (B) the U.S. Available Credit and (ii) Swingline Loans (acting through Bank of America (Canada)) to the Canadian Borrower (“Canadian Swingline Loans”) up to an aggregate outstanding amount not to exceed the lesser of (A) the Canadian Available Credit and (B) $5,000,000. Each U.S. Swingline Loan shall constitute a U.S. Revolver Loan for all purposes and each Canadian Swingline Loan shall constitute a Canadian Revolver Loan for all purposes, except, in each case, that payments thereon shall be made to the Agent for its own account. The obligation of the applicable Borrowers to repay

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Swingline Loans shall be evidenced by the records of the Agent and need not be evidenced by any promissory note. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan Fronting Exposure of a Defaulting Lender pursuant to Section 4.2.1 does not fully cover the applicable Swingline Loan Fronting Exposure of such Defaulting Lender, the Agent may require the applicable Borrower or Borrowers to, at its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such Fronting Exposure would exceed the commitments of the non-Defaulting Lenders, unless such remaining Fronting Exposure is Cash Collateralized.

(b) Settlement among the Applicable Lenders and the Agent with respect to Swingline Loans and other Revolver Loans shall take place on a date determined from time to time by the Agent (but at least weekly), in accordance with the Settlement Report delivered by the Agent to the Lenders. Between settlement dates, the Agent may in its discretion apply payments on Revolver Loans to applicable Swingline Loans, regardless of any designation by the Borrowers or any provision herein to the contrary. Each Lender’s obligation to make settlements with the Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6.2 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among the Lenders hereunder, then each Applicable Lender shall be deemed to have purchased from the Agent a Pro Rata participation in each unpaid applicable Swingline Loan and shall transfer the amount of such participation to the Agent, in immediately available funds, within one Business Day after the Agent’s request therefor.

4.1.4 Notices. The Borrowers may request, convert or continue Revolver Loans, select interest rates, and transfer funds based on telephonic or e-mailed instructions to the Agent. The Borrowers shall confirm each such request by prompt delivery to the Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable. Neither the Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of the Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by the Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

4.2 Defaulting Lender.

4.2.1 Reallocation of Pro Rata Share; Amendments. For purposes of determining the Lenders’ obligations to fund or acquire participations in Revolver Loans (including, Swingline Loans) or Letters of Credit, the Agent may exclude the Revolver Commitments and Revolver Loans of any Defaulting Lender(s) from the calculation of Pro Rata shares and any Revolver Commitments or Fronting Exposure of any such Defaulting Lender shall automatically be reallocated among the non-Defaulting Lenders Pro Rata in accordance with their Revolver Commitments up to an amount such that the Revolver Commitment of each non-Defaulting Lender does not exceed its Revolver Commitments, so long as the conditions set forth in Section 6.2 are satisfied at the time of such reallocation. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c).

4.2.2 Payments; Fees. Any payment of principal, interest, fees or other amounts received by the Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 10 or otherwise, and including any amounts made available to the Agent by that Defaulting Lender pursuant to Section 10.3), shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Agent hereunder; second, to the payment on a Pro Rata basis of any amounts owing by that Defaulting Lender to any applicable Issuing Banks and Swingline Lenders hereunder; third, if so reasonably determined by the

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Agent or reasonably requested by the applicable Issuing Bank or Swingline Lender, to be held as Cash Collateral for the Fronting Exposure of such Defaulting Lender; fourth, to the funding of any Revolver Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fifth, if so determined by the Agent or the Lead Borrower, to be held in a deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Revolver Loans under this Agreement and to Cash Collateralize any Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or any Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolver Loans or LC Obligations in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Revolver Loans or LC Obligations were made at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Revolver Loans of, and LC Obligations owed to, all non-Defaulting Lenders on a Pro Rata basis prior to being applied to the payment of any Revolver Loans of, or LC Obligations owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 4.2.2 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. A Lender shall not be entitled to receive any fees accruing hereunder during the period in which it is a Defaulting Lender, and the unfunded portion of its Revolver Commitment shall be disregarded for purposes of calculating the Unused Line Fee Rate under Section 3.2.1. To the extent any LC Obligations owing to a Defaulting Lender are reallocated to other Lenders, Letter of Credit fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such other Lenders. The Agent shall be paid all Letter of Credit fees attributable to LC Obligations that are not so reallocated. Notwithstanding anything herein to the contrary, funds received for the account of a Defaulting Lender in respect of (a) Canadian Obligations shall only be applied to the payment or settlement of Canadian Obligations, and not in respect of any U.S. Obligations and (b) German Obligations shall only be applied to the payment or settlement of German Obligations of such German Borrower, and not in respect of any other Obligations.

4.2.3 Cure. The Borrowers, the Agent and the Issuing Bank may agree in writing that a Lender is no longer a Defaulting Lender. At such time, Pro Rata shares shall be reallocated without exclusion of such Lender’s Revolver Commitments and Revolver Loans, and all outstanding Revolver Loans, LC Obligations and other exposures under the Revolver Commitments shall be reallocated among the Lenders and settled by the Agent (with appropriate payments by the reinstated Lender) in accordance with the readjusted Pro Rata shares. Unless expressly agreed in writing by the Borrowers, the Agent and the Issuing Bank (each of which shall make such determination, in its sole discretion), no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Revolver Loan, to make a payment in respect of LC Obligations or otherwise to perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender. No reallocation hereunder shall constitute a wavier or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.

4.3 Number and Amount of LIBOR Loans and B/A Equivalent Loans; Determination of Rate. Each Borrowing of LIBOR Loans when made shall be in a minimum amount of $500,000, plus any increment

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of $50,000 in excess thereof. No more than six (6) Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose. Upon determining LIBOR for any Interest Period requested by the Lead Borrower or the German Lead Borrower, as applicable, the Agent shall promptly notify the Lead Borrower or German Lead Borrower, as applicable, thereof by telephone or electronically and shall confirm any telephonic or electronic notice in writing. Each Borrowing of B/A Equivalent Loans when made shall be in a minimum amount of C$500,000, plus any increment of C$50,000 in excess thereof. No more than six (6) Borrowings of B/A Equivalent Loans may be outstanding at any time, and all B/A Equivalent Loans having the same length and beginning date of their Contract Periods shall be aggregated together and considered one Borrowing for this purpose. Upon determining the Canadian B/A Rate for any Contract Period requested by the Canadian Borrower, the Agent shall promptly notify the Canadian Borrower thereof by telephone or electronically and shall confirm any telephonic or electronic notice in writing.

4.4 Lead Borrower.

4.4.1 U.S./Canadian Borrowers. Each of the U.S. Borrowers and the Canadian Borrower hereby designates the Lead Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolver Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Agent, the Issuing Bank or any Lender. The Lead Borrower hereby accepts such appointment. The Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the Lead Borrower on behalf of any of the U.S. Borrowers and the Canadian Borrower. The Agent and the Lenders may give any notice or communication with a U.S. Borrower or the Canadian Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the U.S. Borrowers and the Canadian Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it.

4.4.2 German Borrowers. Each German Borrower hereby designates the German Lead Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Revolver Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Agent, the Issuing Bank or any Lender. The German Lead Borrower hereby accepts such appointment. The Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Notice of Borrowing) delivered by the German Lead Borrower on behalf of any German Borrower. The Agent and the Lenders may give any notice or communication with a German Borrower hereunder to the German Lead Borrower on behalf of such German Borrower. Each German Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the German Lead Borrower shall be binding upon and enforceable against it.

4.5 Effect of Termination. On the effective date of the termination of all of the Revolver Commitments, all Obligations shall be immediately due and payable. All undertakings of the Obligors contained in the Loan Documents that expressly provide for and contemplate survival of the termination of this Agreement or the termination of the Revolver Commitments (including this Section 4.5) shall survive any such termination, and the Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations. The obligation of each Obligor and

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Lender with respect to each indemnity given by it pursuant to Sections 5.8 and 14.2 shall survive Full Payment of the Obligations for events and circumstances arising on or prior to Full Payment of the Obligations.

SECTION 5. PAYMENTS

5.1 General Payment Provisions. All payments of Obligations shall be made in the currency in which such Obligation is denominated, without offset (other than Excluded Taxes), counterclaim or defense of any kind, and in immediately available funds, not later than 2:00 p.m. (New York City time) (or such later time as Agent may agree in its reasonable discretion) (or in the case of payments from a German Borrower, no later than 2:00 p.m. London Time (GMT) or, in either case, such later time as the Agent may agree in its reasonable discretion) on the due date of such Obligation. Any payment after such time shall be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period or of a B/A Equivalent Loan prior to the end of its Contract Period shall be accompanied by all amounts due under Section 3.8. Unless otherwise specified by the applicable Borrower in writing, (i) any prepayment of U.S. Revolver Loans shall be applied first to U.S. Base Rate Loans and then to LIBOR Loans, (ii) any prepayment of Canadian Revolver Loans denominated in Dollars shall be applied first to Canadian Base Rate Loans and then to LIBOR Loans, (iii) any prepayment of Canadian Revolver Loans denominated in Canadian Dollars shall be applied first to Canadian Prime Loans and then to B/A Equivalent Loans, (iv) any prepayment of German Revolver Loans denominated in either Dollars or Euros shall be applied first to German Base Rate Loans and then to LIBOR Loans.

5.2 Repayment of Revolver Loans.

5.2.1 Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If any Asset Disposition includes the disposition of Current Assets Collateral, then, if a Liquidity Event shall have occurred and be continuing, an amount equal to the Net Proceeds of such disposition shall be paid by the applicable Borrowers to be applied to the applicable Revolver Loans within ten Business Days following such Asset Disposition, other than such Net Proceeds not in excess of $1,000,000 in the aggregate, and the Borrowers shall deliver an updated Borrowing Base Certificate on the date of any such Asset Disposition.

5.2.2 To the extent that at any time (a) outstanding U.S. Revolver Loans and U.S. LC Obligations exceed the U.S. Maximum Credit, (b) outstanding Canadian Revolver Loans and Canadian LC Obligations exceed the Canadian Maximum Credit, (c) outstanding German Revolver Loans and German LC Obligations of a German Borrower exceed the German Maximum Credit of such Borrower or (d) the outstanding German Revolver Loans and German LC Obligations of all German Borrowers exceed the Total German Maximum Credit, the applicable Borrower or Borrowers shall first repay such applicable outstanding Revolver Loans (and thereafter Cash Collateralize such applicable outstanding LC Obligations, to the extent remaining) in an amount equal to such excess.

5.2.3 Notwithstanding anything in this Section 5.2 to the contrary, funds received from or held by (a) any Canadian Borrowing Base Obligor shall be applied only to the payment of the Canadian Obligations and German Obligations and shall not be applied to the payment of the U.S. Obligations, (b) any European Guarantor shall be applied only to the payment of the German Obligations and shall not be applied to the payment of the U.S. Obligations and (c) any German Borrower shall be applied only to the payment of the German Obligations of such German Borrower and shall not be applied to the payment of any other Obligations.

5.3 [Reserved].

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5.4 Marshaling; Payments Set Aside. Except as otherwise required by Applicable Law, neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations. If any payment by or on behalf of the Obligors is made to the Agent, the Issuing Bank or any Lender, or the Agent, the Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent, the Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver, interim receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred. This Section 5.4 shall survive any termination of this Agreement.

5.5 Post-Default Allocation of Payments

5.5.1 (a) Amounts. Notwithstanding anything herein to the contrary, upon the occurrence and during the continuance of an Event of Default, any amounts (other than proceeds of Collateral securing only the Canadian Obligations and/or German Obligations and any proceeds realized with respect to guarantees by any Canadian Subsidiary or any European Guarantor) received on account of the Secured Obligations shall be allocated as follows:

(i) first, to all costs and expenses, including Extraordinary Expenses that are U.S. Obligations (other than clause (f) of such definition), owing to the Agent pursuant to the terms of the Loan Documents by the U.S. Obligors:

(ii) second, to all amounts owing to the Agent on U.S. Swingline Loans;

(iii) third, to all amounts owing to the Issuing Bank by the U.S. Obligors in respect of U.S. Obligations (other than clause (f) of such definition);

(iv) fourth, to all applicable U.S. Obligations (other than clause (f) of such definition) constituting fees;

(v) fifth, to all applicable U.S. Obligations (other than clause (f) of such definition) constituting interest;

(vi) sixth, to Cash Collateralization of U.S. LC Obligations;

(vii) seventh, to all other U.S. Revolver Loans, and applicable Noticed Hedges constituting U.S. Secured Bank Product Obligations; provided that no amounts received from any Obligor shall be applied to any Excluded Hedging Obligations with respect to such Obligor; and

(viii) eighth, to all costs and expenses, including Extraordinary Expenses that are Canadian Obligations (other than clause (f) of such definition), owing to the Agent pursuant to the terms of the Loan Documents by the Canadian Obligors;

(ix) ninth, to all amounts owing to the Agent on Canadian Swingline Loans;

(x) tenth, to all amounts owing to the Issuing Bank by the Canadian Obligors in respect of Canadian Obligations (other than clause (f) of such definition);

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(xi) eleventh, to all applicable Canadian Obligations (other than clause (f) of such definition) constituting fees;

(xii) twelfth, to all applicable Canadian Obligations (other than clause (f) of such definition) constituting interest;

(xiii) thirteenth, to Cash Collateralization of Canadian LC Obligations;

(xiv) fourteenth, to all other Canadian Revolver Loans, and applicable Noticed Hedges constituting Canadian Secured Bank Product Obligations; provided that no amounts received from any Obligor shall be applied to any Excluded Hedging Obligations with respect to such Obligor;

(xv) fifteenth, to all other U.S. Obligations (other than clause (f) of such definition) and, with respect to any amounts received from any Obligor, Excluded Hedging Obligations with respect to such Obligor);

(xvi) sixteenth, to all other Canadian Obligations (other than clause (f) of such definition and, with respect to any amounts received from any Obligor, Excluded Hedging Obligations with respect to such Obligor);

(xvii) seventeenth, to all costs and expenses, including Extraordinary Expenses that are German Obligations (other than clause (f) of such definition), owing to the Agent pursuant to the terms of the Loan Documents by the German Borrowers;

(xviii) eighteenth, to all amounts owing to the Issuing Bank by the German Borrowers in respect of German Obligations (other than clause (f) of such definition);

(xix) nineteenth, to all applicable German Obligations (other than clause (f) of such definition) constituting fees;

(xx) twentieth, to all applicable German Obligations (other than clause (f) of such definition) constituting interest;

(xxi) twenty first, to Cash Collateralization of German LC Obligations;

(xxii) twenty second, to all other German Revolver Loans, and applicable Noticed Hedges constituting German Secured Bank Product Obligations; provided that no amounts received from any Obligor shall be applied to any Excluded Hedging Obligations with respect to such Obligor; and

(xxiii) twenty third, to all other German Obligations (other than clause (f) of such definition and, with respect to any amounts received from any Obligor, Excluded Hedging Obligations with respect to such Obligor).

Any proceeds of Collateral securing the Canadian Obligations (other than clause (f) of such definition) and proceeds realized with respect to guarantees by any Canadian Subsidiary received on account of the Secured Obligations shall be applied ratably in the order specified in clauses eighth through fourteenth and thereafter ratably in the order specified in clauses sixteenth through twenty third set forth in this paragraph (a). Any proceeds of Collateral securing the German Obligations (other than clause (f) of such definition) and proceeds realized with respect to guarantees by any European Guarantor received on account of the Secured Obligations shall be applied ratably in the order specified in clauses seventeenth through twenty third set forth in this paragraph (a).

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(b) General Application Provisions. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Secured Obligations in the category. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to any relevant clause above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above and, if no Secured Obligations remain outstanding, to the applicable Borrower or Borrowers. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by the Agent, the Agent may assume the amount to be distributed is zero. The allocations set forth in this Section 5.5.1 are solely to determine the rights and priorities of the Agent and the Secured Parties as among themselves, and may, except as set forth in the next sentence, be changed by agreement among them without the consent of any Obligor. It is understood and agreed that (i) no Secured Bank Product Obligations (other than Noticed Hedges) shall be paid pursuant to this Section ahead of any other Obligations except as set forth above, (ii) no Cash Collateralization of LC Obligations shall be paid prior to any fees, interest, or amounts due in respect of Swingline Loans, or to the Issuing Bank or the Agent, in each case, except as set forth above, unless consented to by the Lead Borrower and (iii) amounts received from any Obligor that is not a Qualified ECP Guarantor shall not be applied to the Obligations that are Excluded Hedging Obligations and (b). If any monies remain after distribution to all of the categories above, such monies shall be returned to the applicable Borrower or Borrowers. Notwithstanding anything to the contrary contained herein, proceeds of Collateral consisting of assets of, or payments by, (a) a Canadian Borrowing Base Obligor or any other Excluded Subsidiary shall only be applied to the repayment of Canadian Obligations or German Obligations and (b) a German Borrower shall only be applied to the repayment of German Obligations of such German Borrower.

5.5.2 Erroneous Application. The Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

5.6 Application of Payments in the Dominion Accounts. Upon delivery of a written notice to the Lead Borrower from the Agent that specifies that “cash dominion” is being instituted, the ledger balance in any Dominion Account as of the end of a Business Day shall be applied to reduce the outstanding Secured Obligations at the beginning of the next Business Day during any Liquidity Period. Any such application of funds shall be made (i) from the Dominion Account of the U.S. Obligors first in respect of U.S. Obligations, to the outstanding amounts thereof, and second in respect of the Canadian Obligations and (ii) from the Dominion Account of the Canadian Borrowing Base Obligors solely in respect of Canadian Obligations. If, as a result of such application, a credit balance exists, the balance shall accrue interest in favor of the Obligors and shall be made available to the Obligors as long as no Event of Default is continuing. During a Liquidity Period, each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds in the applicable Dominion Account or any Deposit Account subject to a Deposit Account Control Agreement, and agrees that the Agent shall have the continuing, exclusive

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right to apply and reapply the same against the outstanding Secured Obligations, in accordance with the terms of this Agreement and the other Loan Documents. Notwithstanding anything in this Agreement to the contrary, funds received from or held by (a) any Canadian Borrowing Base Obligor or any other Excluded Subsidiary shall be applied only to the payment of the Canadian Obligations or the German Obligations and (b) a German Borrower shall only be applied to the repayment of German Obligations of such German Borrower and, in each case, shall not be applied to the payment of the U.S. Obligations.

5.7 Loan Account; Account Stated.

5.7.1 Loan Account. The Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan Account”) evidencing the Debt of the Borrowers resulting from each Revolver Loan or issuance of a Letter of Credit from time to time. Any failure of the Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrowers to pay any amount owing hereunder. The Agent may maintain a single Loan Account in respect of U.S. Revolver Loans or U.S. Letters of Credit in the name of the Lead Borrower, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.

5.7.2 Entries Binding. Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest or demonstrable error, except to the extent such Person notifies the Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

5.8 Taxes.

5.8.1 Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any Obligor shall be free and clear of and without reduction for any Taxes except as required by Applicable Law. If Applicable Law requires any applicable withholding agent to withhold or deduct any Tax from any such payment, then the applicable withholding agent shall make such withholdings or deductions and timely pay and remit any such Taxes to the relevant Governmental Authority in accordance with Applicable Law. If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that after all required withholdings and deductions for Indemnified Taxes and Other Taxes (including withholdings and deductions applicable to additional sums payable under this Section 5.8) have been made, the Lender (or, in the case of a payment received by the Agent for its own account, the Agent) receives on the due date an amount equal to the sum it would have received if no such withholding or deduction had been made.

5.8.2 Other Taxes. Without limiting the provisions of Section 5.8.1, above, the Borrowers shall timely pay and remit all Other Taxes to the relevant Governmental Authorities in accordance with Applicable Law.

5.8.3 Tax Indemnifications. Without limiting the provisions of, and without duplication for amounts paid under, Section 5.8.1 and Section 5.8.2, the Lead Borrower shall indemnify, hold harmless and reimburse (within 30 days after written demand therefor) the Agent and Lenders for any Indemnified Taxes (including those attributable to amounts payable under this Section 5.8) withheld or deducted by any Obligor or the Agent, or paid by the Agent or any Lender, with respect to any payment on account of any Obligations, Letters of Credit or Loan Documents, and Other Taxes, whether or not such Taxes were properly asserted by the relevant Governmental Authority (other than penalties attributable

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to the gross negligence, willful misconduct or bad faith of the Agent or such Lender) and reasonable expenses relating thereto. A certificate as to the amount of any such payment or liability delivered to Lead Borrower by the Agent, or by a Lender (with a copy to the Agent), shall be conclusive, absent manifest error. If the Lead Borrower reasonably believes that the Agent or any Lender is entitled to receive a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to the Agent or such Lender by any Obligor pursuant to or in respect of this Section 5.8, the Lead Borrower (on behalf of itself and on behalf of the other Obligors) may notify (in writing) the Agent or such Lender of the availability of such refund. Upon receipt of such a notice, the Agent or such Lender shall promptly apply for such refund unless, in the good faith judgment of the Agent or such Lender, applying for such refund would cause the Agent or such Lender to suffer any material economic, legal or regulatory disadvantage. The Lead Borrower shall reimburse the Agent or such Lender for all reasonable out-of-pocket expenses of the Agent or such Lender incurred in pursuing such refund. If the Agent or such Lender receives any such refund, it shall be governed by Section 5.8.5. Notwithstanding anything to the contrary contained in this Section 5.8, the Obligors shall not be required to indemnify the Agent or any Lender pursuant to this Section 5.8 for any Indemnified Taxes or Other Taxes (and any related expenses) to the extent the Agent or the relevant Lender, as the case may be, fails to notify the relevant Obligor of such possible indemnification claim within 180 days after the Agent or such Lender, as the case may be, receives written notice from the applicable Governmental Authority of the specific tax assessment giving rise to such indemnification claim.

5.8.4 Evidence of Payments. As soon as practicable after any payment or remittance of Indemnified Taxes or Other Taxes by any Obligor to a Governmental Authority, the Lead Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or remittance, a copy of the return reporting such payment or remittance or other evidence of payment or remittance reasonably satisfactory to the Agent.

5.8.5 Refunds. If the Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by any Obligor or with respect to which any Obligor has paid additional amounts pursuant to this Section 5.8, it shall pay to such Obligor an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Obligor under this Section 5.8 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that (i) such Obligor, upon the request of the Agent or such Lender agrees to repay the amount paid over to such Obligor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority and (ii) nothing herein contained shall obligate any Lender or the Agent to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or the Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. Notwithstanding anything to the contrary, in no event will the Agent or any Lender be required to pay any amount to any Obligor the payment of which would place the Agent or such Lender, as applicable, in a less favorable net after tax position than the Agent or such Lender, as applicable, would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

5.8.6 Lenders. For the avoidance of doubt, the term “Lender,” for purposes of this Section 5.8, shall include any Swingline Lender and any Issuing Bank.

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5.9 Lender Tax Information.

5.9.1 Status of the Lenders. Each Lender shall, at such times as are reasonably requested by the Agent or the Lead Borrower, provide the Agent and the Lead Borrower with any documentation prescribed by Applicable Law or reasonably requested by the Agent or the Lead Borrower certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required below in Section 5.9.2 or 5.9.3) obsolete, expired or inaccurate in any material respect, deliver promptly to the Agent and the Lead Borrower updated or other appropriate documentation (including any new documentation reasonably requested by the Agent or the Lead Borrower) or promptly notify the Agent and the Lead Borrower in writing of its inability to do so.

5.9.2 Documentation. Without limiting the provisions of Section 5.9.1 above,

(a) Each Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to the Agent and the Lead Borrower on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 (or any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding or information reporting requirements.

(b) Each Foreign Lender shall deliver to the Agent and the Lead Borrower, on or before the date on which it becomes a party to this Agreement (and from time to time upon request by the Agent or the Lead Borrower), whichever of the following is applicable:

(i) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable, (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party;

(ii) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms);

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or 881(c) of the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit D-1, D-2, D-3 or D-4, as applicable (any such certificate, a “U.S. Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E, as applicable, (or any successor forms);

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), two properly completed and duly signed original copies of IRS Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI, W-8BEN, W-8BEN-E, U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 5.9 if such beneficial owner were a Lender, as applicable (provided that, if the Foreign Lender is a partnership for U.S. federal income tax purposes (and not a participating Lender) and one or more beneficial owners are claiming the portfolio interest exemption, the U.S. Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such beneficial owner); or

(v) two properly completed and duly signed original copies of any other form prescribed by Applicable Law as a basis for claiming a complete exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under any Loan Document.

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5.9.3 If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Lead Borrower and the Agent, at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Lead Borrower or the Agent, such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Lead Borrower or the Agent as may be necessary for the Lead Borrower or the Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 5.9.3, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Notwithstanding any other provision of this Section 5.9, a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

Each Lender hereby authorizes the Agent to deliver to the Obligors and to any successor Agent any documentation provided by such Lender to the Agent pursuant to Sections 5.9.1 through 5.9.3.

5.9.4 Lenders. For the avoidance of doubt, the term “Lender,” for purposes of this Section 5.9, shall include Agent, any Swingline Lender and any Issuing Bank.

SECTION 6. CONDITIONS PRECEDENT

6.1 Conditions Precedent to the Third Restatement Date. In addition to the conditions set forth in Section 6.2, the Lenders shall not be required to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder on the Third Restatement Date, until the following conditions have been satisfied (or waived):

(a) (i) The Second Amendment Agreement shall have been duly executed and delivered to the Agent by each of the Obligor signatories thereto and (ii) the Intercreditor Agreement shall have been duly executed and delivered to the Agent by each party thereto.

(b) The Agent shall have received certificates reasonably satisfactory to it (i) from the Chief Financial Officer of Holdings and the Lead Borrower certifying that, after giving effect to the Transactions (including any Borrowings on the Third Restatement Date), Holdings, the Lead Borrower and their Restricted Subsidiaries, taken as a whole, are Solvent; and (ii) from a Senior Officer of the Lead Borrower certifying that (A) the Borrowers and their Subsidiaries shall have no outstanding third party indebtedness for borrowed money or “disqualified” preferred stock other than the Revolver Loans and other extensions of credit under this Agreement, the Term Loan Facility, the Senior Notes Debt and other Debt permitted by Section 9.2.1 and (B) to the extent any Borrowings are made on the Third Restatement Date, the conditions in Section 6.2(c) and (d) are satisfied.

(c) The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that an attached copy of such Obligor’s Organic Documents are true and

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complete and continue in full force and effect; (ii) that an attached copy of resolutions or written consent authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are or written consent is in full force and effect as of the Third Restatement Date and were duly adopted; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents.

(d) The Agent shall have received a written opinion of (i) Weil, Gotshal & Manges LLP, New York counsel to the Loan Parties and (ii) Fasken Martineau DuMoulin LLP, Canadian counsel to the Canadian Borrower and the Canadian Guarantors, in each case, in a form reasonably satisfactory to the Agent.

(e) The Agent shall have received good standing certificates for each U.S. Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.

(f) Since December 31, 2014, there shall not have occurred any change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(g) To the extent invoiced at least three (3) Business Days prior to the Third Restatement Date, the Borrowers shall have paid all expenses required to be paid or reimbursed to the Agent and the Lenders on the Third Restatement Date. Furthermore, the Lead Borrower shall have paid all fees required under the Engagement Letter.

(h) To the extent requested at least ten (10) calendar days prior to the Third Restatement Date, each of the German Borrowers and Initial European Guarantors shall have provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the PATRIOT Act and AML Legislation at least three (3) business days prior to the Third Restatement Date.

(i) The Agent shall have received evidence reasonably satisfactory to it of the delivery of irrevocable notice for the repayment or redemption of the Existing Secured Notes Debt to the extent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the obligations under the Existing Secured Notes Indenture or Existing Secured Notes Debt (including the delivery of an Officer’s Certificate pursuant to Section 3.01 of the Existing Secured Notes Indenture and the release (or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the noteholders thereunder.

(j) The Agent shall have received evidence reasonably satisfactory to it of the repayment, redemption, defeasance, discharge, refinancing or termination in full of all the term loans under the Existing Term Loan Agreement and all accrued interest and other amounts then due and owing under the Existing Term Loan Agreement and the release or the making of arrangements for the release) of Liens in favor of the Existing Secured Notes Agent for the benefit of the lenders thereunder.

(k) The Agent shall have received evidence reasonably satisfactory to it of the execution and effectiveness of the Term Loan Facility and the borrowings of the term loans under the Term Loan Facility.

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6.2 Conditions Precedent to All Credit Extensions. The Agent, Swingline Lenders, the Issuing Bank and the Lenders shall not be required to fund any Revolver Loans or Swingline Loans, or arrange for the issuance of any Letters of Credit, unless the following conditions are satisfied or waived:

(a) the Lead Borrower shall have delivered to the Agent a customary Notice of Borrowing, or LC Request as the case may be;

(b) Availability on the proposed date of such Borrowing shall be adequate to cover the amount of such Borrowing;

(c) no Default or Event of Default shall exist at the time of, or result from, such funding or issuance;

(d) the representations and warranties of each Obligor set forth in Section 8 of this Agreement or in any Security Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on the date of, and upon giving effect to, such funding or issuance (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as such earlier date); and

(e) with respect to the issuance of any Letter of Credit, the LC Conditions shall be satisfied.

Each request by the Borrowers for funding of a Revolver Loan, Specified Refinancing Debt or issuance of a Letter of Credit shall constitute a representation by the Borrowers that the conditions in clauses (b) through (d) above are satisfied on the date of such request and on the date of such funding or issuance.

SECTION 7. COLLATERAL MONITORING AND REPORTING

7.1 Borrowing Base Certificates. By the 20th day of each month, the Lead Borrower shall deliver to the Agent (and the Agent shall promptly deliver same to the Lenders) a Borrowing Base Certificate prepared as of the close of business on the last Business Day of the previous month (provided that, if a Liquidity Event shall have occurred and be continuing, the Lead Borrower shall deliver to the Agent weekly Borrowing Base Certificates by Wednesday of every week prepared as of the close of business on Friday of the previous week, which weekly Borrowing Base Certificates shall be in standard form unless otherwise reasonably agreed to by the Agent; it being understood that (i) Inventory amounts shown in the Borrowing Base Certificates delivered on a weekly basis will be based on the Inventory amount (a) set forth in the most recent weekly report, where possible, and (b) for the most recently ended month for which such information is available with regard to locations where it is impracticable to report Inventory more frequently, and (ii) the amount of Eligible Accounts shown in such Borrowing Base Certificate will be based on the amount of the gross Accounts set forth in the most recent weekly report, less the amount of ineligible Accounts reported for the most recently ended month). All calculations of the Canadian Available Credit, the U.S. Available Credit, each German Available Credit and Total German Available Credit in any Borrowing Base Certificate shall be made by the Lead Borrower and certified by a Responsible Officer, provided that the Agent may from time to time review and adjust any such calculation in consultation with the Lead Borrower, (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in a Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. By the 20th day after the end of each Fiscal Quarter, the Lead Borrower shall deliver to the Agent

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(i) an Applicable Margin Certificate setting forth a calculation of the Average Availability for the Fiscal Quarter most recently ended and the corresponding Applicable Margins, and (ii) updates, if any, to Schedule 2(b) to the Perfection Certificate to reflect all locations of Inventory at the end of the Fiscal Quarter then ended.

7.2 Administration of Accounts.

7.2.1 Records and Schedules of Accounts. Each Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Agent sales, collection, reconciliation and other reports in form satisfactory to the Agent on a periodic basis (but not more frequently than at the time of delivery of each of the financials required pursuant to Sections 9.1.2(a) and 9.1.2(b)). Each Obligor shall also provide to the Agent, on or before the 20th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name and the amount, invoice date and due date as the Agent may reasonably request. If Accounts owing from any single Account Debtor in an aggregate face amount of $5,000,000 or more cease to be Eligible Accounts, the Obligors shall notify the Agent of such occurrence promptly (and in any event within three Business Days) after any Senior Officer of the Lead Borrower has actual knowledge thereof.

7.2.2 [Reserved].

7.2.3 [Reserved].

7.2.4 Maintenance of Dominion Accounts. The Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable to the Agent and shall establish such lockbox or other arrangement as provided in Section 9.1.13(a). The Agent and the Lenders assume no responsibility to the Obligors for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. The Obligors shall ensure that (a) all payments made by Canadian Borrowing Base Obligors into Deposit Accounts shall be made to such Deposit Accounts as are solely swept to Dominion Accounts that hold funds solely relating to assets of the Canadian Borrowing Base Obligors and (b) all payments made by U.S. Obligors into Deposit Accounts shall be made to such Deposit Accounts as are solely swept to Dominion Accounts that hold funds solely relating to assets of the U.S. Obligors.

7.2.5 Proceeds of Collateral. Each Obligor shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts (other than Accounts with balances less than $1,000,000) or otherwise relating to Current Asset Collateral are made directly to a Deposit Account subject to a Deposit Account Control Agreement (it being understood and agreed that with regard to any Accounts maintained with a German domiciled bank (excluding for the avoidance of doubt any branches or business operations of any bank domiciled outside of Germany) customary German law account pledge agreements should be considered Deposit Account Control Agreements for the purpose of this Agreement) (or a lockbox relating to a Dominion Account), which in the case of the U.S. Obligors, shall solely hold amounts relating to assets of the U.S. Obligors, and in the case of the Canadian Borrowing Base Obligors, shall solely hold amounts relating to assets of the Canadian Borrowing Base Obligors. If any Obligor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Agent and promptly deposit same into an applicable Deposit Account or Dominion Account.

7.2.6 Administration of Deposit Accounts. Schedule 7.2.6 sets forth all Deposit Accounts (other than Excluded Deposit Accounts) maintained by the Obligors, including all Dominion Accounts, as of the Third Restatement Date. Subject to Section 9.1.13(a), each Obligor shall promptly take all actions necessary to establish the Agent’s control (within the meaning of the UCC and the PPSA,

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as applicable) over each such Deposit Account other than Excluded Deposit Accounts at all times. Each Obligor shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than the Agent or the Term Loan Agent) to have control over a Deposit Account or any deposits therein. Each Obligor shall promptly notify the Agent of any opening or closing of a Deposit Account, and shall not open any Deposit Accounts (other than any Excluded Accounts) at a Bank not reasonably acceptable to the Agent.

SECTION 8. REPRESENTATIONS AND WARRANTIES

8.1 General Representations and Warranties. To induce the Agent and the Lenders to enter into this Agreement and to make available the Revolver Commitments, Revolver Loans and Letters of Credit, to the extent required pursuant to Section 6.1 and 6.2, each of Holdings (where applicable) and the other Obligors represent and warrant (it being understood that, for purposes of the representations and warranties made in the Loan Documents on the Third Restatement Date, such representations and warranties shall be construed as though the Transactions have been consummated) that:

8.1.1 Organization and Qualification. Each Obligor and each Restricted Subsidiary is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, except where the failure to exist (other than in the case of a Borrower) or to be in good standing could not reasonably be expected to have a Material Adverse Effect. Each Obligor and each Restricted Subsidiary is duly qualified, authorized to do business and in good standing as a foreign entity in each jurisdiction where such qualification is required except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

8.1.2 Power and Authority. Each Obligor is duly authorized to execute, deliver and perform the Loan Documents to which it is a party. The execution, delivery and performance of the Loan Documents to which each Obligor is a party have been duly authorized by all necessary corporate or organizational action, and do not (a) contravene the applicable Organic Documents of any Obligor; (b) violate or cause a default under any Applicable Law; or (c) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor, except with respect to contravention, violation or imposition of any Lien referred to in clauses (b) and (c) above, could not reasonably be expected to result in a Material Adverse Effect.

8.1.3 Enforceability. Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

8.1.4 Capital Structure. Schedule 8.1.4 shows, as of the Third Restatement Date, for Holdings, each other Obligor and each Subsidiary of any other Obligor, its name, its jurisdiction of organization, its issued Equity Interests and the holders of its Equity Interests. Holdings has good title to its Equity Interests in the Lead Borrower, and each other Obligor has good title to its Equity Interests in its Subsidiaries, in each case subject only to the Permitted Liens, and all such Equity Interests are validly issued, fully paid and non-assessable. As of the Third Restatement Date there are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Obligor or any pledged Equity Interests except as set forth on Schedule 8.1.4.

8.1.5 Title to Properties; Security Interests. Each Obligor (other than Holdings) has good and indefeasible title to (or valid leasehold interests in) all of its Real Estate and Mortgaged Property, and good title to all of its personal Property, in each case necessary for the conduct of business, free of

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Liens except Permitted Liens or any defects in title which do not constitute Liens or that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. All security interests granted to secure the Secured Obligations in the Collateral are perfected security interests in and Liens on the Collateral subject only to Permitted Liens and the terms and provisions of the Intercreditor Agreement.

8.1.6 Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of Holdings and its Subsidiaries that have been delivered to the Agent and the Lenders, were prepared in accordance with GAAP (subject to year-end adjustments and the omission of notes thereto in the case of interim statements), and fairly present in all material respects the financial positions and results of operations of Holdings and Subsidiaries at the dates and for the periods indicated.

8.1.7 No Material Adverse Effect. Since December 31, 2014 there has been no change that could reasonably be expected to have a Material Adverse Effect.

8.1.8 Solvency. On the Third Restatement Date, after giving effect to any Borrowing hereunder on the Third Restatement Date, the Obligors and their Restricted Subsidiaries, taken as a whole, are Solvent.

8.1.9 Taxes. Each of the Obligors and their Restricted Subsidiaries has timely filed or caused to be filed all material Tax returns that it is required by Applicable Law to file, and has paid, caused to be paid or made provision for the payment of, all Taxes levied or imposed upon it, its income and its Properties that are due and payable (including in its capacity as a withholding agent), except in each case to the extent such Taxes are being Properly Contested or where the failure to file or pay could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. Neither the Obligor nor any Restricted Subsidiary is aware of any proposed or pending Tax assessments, deficiencies or audits that, individually or in the aggregate could be reasonably expected to have a Material Adverse Effect.

8.1.10 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect, to any Obligor’s knowledge, each Obligor and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business as presently conducted and as proposed to be conducted, without conflict with any rights of others. To the Lead Borrower’s knowledge, as of the Third Restatement Date, there is no pending or, to any Obligor’s knowledge, threatened in writing, Intellectual Property Claim with respect to any Obligor, any Subsidiary or any of their Intellectual Property which could reasonably be expected to result in a Material Adverse Effect. Schedule 8.1.10 sets forth all registered United States Intellectual Property and all applications for registration thereof, owned by any Obligor as of the Third Restatement Date.

8.1.11 Governmental Approvals. As of the Third Restatement Date, each Obligor and each Restricted Subsidiary is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties, except where noncompliance could not reasonably be expected to result in a Material Adverse Effect.

8.1.12 Compliance with Laws. Each Obligor and each Restricted Subsidiary has duly complied, and its Properties and business operations are in compliance, with all Applicable Law, except where noncompliance could not reasonably be expected to result in a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to any Borrowers and Restricted Subsidiaries under any Applicable Law, except as could not reasonably be expected to result in a Material Adverse Effect.

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8.1.13 Compliance with Environmental Laws.

(a) Except as individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect:

(i) The Obligors and Restricted Subsidiaries and their businesses, operations and property are in compliance with applicable Environmental Law;

(ii) The Obligors and Restricted Subsidiaries have obtained all Environmental Permits required for the conduct of their businesses and operations as presently conducted, and the ownership, operation and use of their properties, under Environmental Law, and all such Environmental Permits are valid and in good standing;

(iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any property presently or, to the knowledge of the Obligors and Restricted Subsidiaries, formerly owned, leased or operated by the Obligors and Restricted Subsidiaries that could reasonably be expected to result in liability to the Obligors and Restricted Subsidiaries under any applicable Environmental Law;

(iv) There is no Environmental Claim pending or, to the knowledge of the Lead Borrower, threatened against the Obligors and the Restricted Subsidiaries, or relating to the property currently or, to the knowledge of the Lead Borrower, formerly owned, leased or operated by the Obligors and Restricted Subsidiaries or their predecessors in interest or relating to the operations of the Obligors and Restricted Subsidiaries and, to the knowledge of the Lead Borrower, there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of such an Environmental Claim;

(v) To the knowledge of the Lead Borrower, no Person with an indemnity or contribution obligation to the Obligors and Restricted Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to such obligation;

(vi) None of the Obligors or Restricted Subsidiaries are obligated to perform any action or otherwise incur any material expense under Environmental Law pursuant to any order, decree, judgment or agreement by which it is bound or has assumed by contract, agreement or operation of law, and no Obligors or Restricted Subsidiaries are conducting or financing any Response pursuant to any Environmental Law with respect to any property at any location;

(vii) No property owned, operated or leased by the Obligors or Restricted Subsidiaries and, to the knowledge of the Obligors and Restricted Subsidiaries, no property formerly owned, operated or leased by the Obligors or Restricted Subsidiaries is (i) listed or formally proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any Governmental Authority under any other Environmental Law including any such list relating to petroleum;

(viii) No Environmental Lien has been recorded relating to any property currently or, to the knowledge of the Lead Borrower, formerly owned, leased or operated by the Lead Borrower and the Restricted Subsidiaries; and

(ix) To the knowledge of the Obligors or Restricted Subsidiaries, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any applicable Environmental Law.

(b) The representations and warranties contained in this Section 8.1.13 are the sole and exclusive representations and warranties of the Obligors with respect to environmental matters, including regarding Environmental Laws and Hazardous Materials.

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8.1.14 Litigation. As of the Third Restatement Date, there are no proceedings or investigations pending or, to the Lead Borrower’s knowledge, threatened in writing, against any Obligor or Restricted Subsidiary, or any of their businesses or Properties that relate to any Loan Documents or transactions contemplated thereby that could reasonably be expected to result in a Material Adverse Effect if determined adversely to any Obligor or Restricted Subsidiary. As of the Third Restatement Date, no Obligor or Restricted Subsidiary is in default in any material respect with respect to any order, injunction or judgment of any Governmental Authority.

8.1.15 ERISA. Except as individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect:

(a) Each Plan is in compliance with the applicable provisions of ERISA, the Code, and other federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or is entitled to rely on an opinion letter from the IRS or an application for such a letter has been submitted to the IRS with respect thereto and, to the knowledge of the Obligors, nothing has occurred which would reasonably be expected to prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the knowledge of the Lead Borrower, threatened claims (other than routine claims for benefits), actions or lawsuits, or action by any Governmental Authority, with respect to any Plan. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(c) (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; and (iii) no Obligor or ERISA Affiliate has engaged in a transaction that could reasonably be expected to result in any Obligor incurring any liability pursuant to Section 4069 or 4212(c) of ERISA.

(d) (i) all employer and employee contributions of the Obligors and their respective employers required by law or by the terms of any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; and (ii) each Foreign Plan has been registered as required and has been maintained in good standing with applicable regulatory authorities.

8.1.16 Canadian Benefit Plans; Canadian Pension Plans.

(a) Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Canadian Employee Plan is, and has been, established, registered, funded, administered and invested in compliance with the terms of such Canadian Employee Plan, all Applicable Laws and any collective agreements, as applicable.

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(b) Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, there are no pending or, to the knowledge of the Lead Borrower, threatened claims (other than routine claims for benefits), actions or lawsuits, or action by any Governmental Authority, with respect to any Canadian Employee Plan.

(c) Where the defined benefit provision of any Canadian Pension Plan has been partially or fully wound-up, all assets, including any surplus, attributable to such wind-up have been fully distributed in accordance with all Applicable Laws and any unfunded liability arising on such wind-up has been fully funded such that neither Holdings nor any of its Restricted Subsidiaries nor any Canadian Obligor has any outstanding liabilities with respect to such wound-up Canadian Pension Plan.

(d) No Canadian Pension Plan provides benefits on a defined benefit basis.

(e) Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Pension Event has occurred and is continuing.

(f) No Lien has arisen in respect of Holdings or any of its Restricted Subsidiaries or any Canadian Obligor in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

8.1.17 Investment Company Act.

(a) None of the Borrowers nor any Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of the provisions Regulation T, U or X.

(b) Neither the Borrowers nor any Restricted Subsidiary is an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940.

8.1.18 PATRIOT Act, Etc.

(a) To the extent applicable, each Borrower and each Restricted Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be, used directly or knowingly used indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(b) OFAC. None of the Borrowers or any Restricted Subsidiary nor, to the knowledge of any Borrower, any director, officer, agent, employee or controlled Affiliate of any Borrower is the subject of any Sanctions; and no Borrower will directly or indirectly use the proceeds of the Revolver Loans or otherwise knowingly make available such proceeds to any person for the purpose of financing the activities of any Person currently the subject of any Sanctions or in violation of any Sanctions, except to the extent licensed or otherwise approved by OFAC.

(c) The representations and warranties provided in this Section 8.1.18 shall be provided only in so far as they do not result, in relation to any Relevant German Party, in a violation of, or conflict with, section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any provision of Council Regulation (EC) 2271/1996).

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8.1.19 Complete Disclosure. As of the Third Restatement Date only, all written information concerning the Lead Borrower and its Subsidiaries (other than projected financial information, other forward looking information, and information of a general economic or industry-specific nature) furnished by the Lead Borrower or its representatives to the Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement on or prior to the date hereof (the “Information”), when, taken as a whole, did not, when furnished (a) contain any untrue statement of a material fact or (b) omit to state a material fact necessary to make the statements contained therein in the light of the circumstances under which they were made not materially misleading (after giving effect to all supplements and updates thereto).

SECTION 9. COVENANTS AND CONTINUING AGREEMENTS

9.1 Affirmative Covenants. As long as any Revolver Commitments or Obligations (other than (i) contingent obligations as to which no claim or demand for payment has been made, or in the case of indemnification obligations, no notice has been given, and (ii) Obligations that have been Cash Collateralized, as applicable) are outstanding, each Borrower shall, and shall cause each Subsidiary to:

9.1.1 Inspections; Appraisals.

(a) Permit the Agent, subject (except when an Event of Default exists) to reasonable advance notice to, and reasonable coordination with, the Lead Borrower and normal business hours, to visit and inspect the Properties of any Obligor, at the Borrowers’ expense as provided in clause (b) below, inspect, audit and make extracts from any Obligor’s corporate, financial or operating records, and discuss with its officers, employees, agents, advisors and independent accountants (subject to such accountants’ customary policies and procedures) such Obligor’s business, financial condition, assets and results of operations (it being understood that a representative of the Lead Borrower is allowed to be present in any discussions with officers, employees, agent, advisors and independent accountants); provided that the Agent shall only be permitted to conduct one field examination and one inventory appraisal with respect to any Collateral comprising the Borrowing Base per 12-month period; provided further, that if at any time Availability is (i) less than 20% of the Line Cap for a period of 10 consecutive Business Days during such 12-month period, one additional field examination and one additional inventory appraisal of Current Asset Collateral will be permitted in such 12-month period and (ii) during any Liquidity Period, one additional field examination and one additional inventory appraisal of Current Asset Collateral be permitted in such 12-month period, except that during the existence and continuance of an Event of Default, there shall be no limit on the number of additional field examinations and inventory appraisals of Current Asset Collateral that shall be permitted at the Agent’s request. No such inspection or visit shall unduly interfere with the business or operations of any Obligor, nor result in any damage to the Property or other Collateral. No inspection shall involve invasive testing without the prior written consent of the Lead Borrower. Neither the Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Each of the Obligors acknowledges that all inspections, appraisals and reports are prepared by the Agent and Lenders for their purposes, and no Obligor shall be entitled to rely upon them.

(b) Reimburse the Agent for all reasonable out-of-pocket costs and expenses (other than any legal fees or costs and expenses covered under Section 14.2) of the Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as the Agent

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deems appropriate; and (ii) field examinations and inventory appraisals of Collateral comprising the Borrowing Base; in each case subject to the limitations on such examinations, audits and appraisals permitted under the preceding paragraph. Subject to and without limiting the foregoing, the Borrowers specifically agree to pay the Agent’s then standard charges for examination activities, including the standard charges of the Agent’s internal appraisal group. This Section shall not be construed to limit the Agent’s right to use third parties for such purposes.

9.1.2 Financial and Other Information. Keep proper records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP; and furnish to the Agent (with sufficient copies for the Agent’s distribution to the Lenders):

(a) within 95 days after the close of each Fiscal Year (or, so long as such financial statements are required to be filed on periodic reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, such later date as permitted by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder), its (i) consolidated balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on a consolidated basis for the Lead Borrower and its Subsidiaries (x) which consolidated statements shall be audited and accompanied by a report and opinion by a firm of independent certified public accountants of recognized standing selected by the Lead Borrower and acceptable to the Agent (it being agreed that Ernst & Young LLP is acceptable to the Agent), which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (y) all of which consolidated statements shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to the Agent and (ii) annual consolidated financial statements for the European Subsidiaries of the Lead Borrower prepared in a manner consistent with historical practice;

(b) within 50 days after the end of each Fiscal Quarter (or, so long as such financial statements are required to be filed on periodic reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder, such later date as permitted by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder), (i) unaudited balance sheets as of the end of such Fiscal Quarter for the first three Fiscal Quarters of such Fiscal Year and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Lead Borrower and its Subsidiaries setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of the Lead Borrower as prepared in accordance with GAAP and fairly presenting, in all material respects, the financial position and results of operations, on a consolidated basis, for such Fiscal Quarter and period, subject to normal year-end audit adjustments and the absence of footnotes and (ii) quarterly consolidated financial statements for the European Subsidiaries of the Lead Borrower prepared in a manner consistent with historical practice;

(c) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to the Obligors by their accountants in connection with such financial statements (in each case, to the extent available for distribution);

(d) not later than 95 days after the end of each Fiscal Year, projections of the Obligors’ consolidated balance sheets, results of operations, and cash flow and Availability for the next Fiscal Year;

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(e) at the Agent’s reasonable request, from time to time, a listing of each Obligor’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging;

(f) promptly after the same become publicly available, copies of any proxy statements, financial statements or reports that any Obligor has made generally available to its shareholders in their capacities as such; copies of any regular, periodic and special reports or registration statements or prospectuses that any Obligor files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by an Obligor to the public concerning material changes to or developments in the business of such Obligor;

(g) together with each delivery of financial statements under clauses (a) and (b) above, a calculation of the covenant set forth in Section 9.3, whether or not then in effect;

(h) any time when Qualified Cash is to be included in the calculation of Liquidity Condition Availability, a report on the balance and Deposit Account location of such Qualified Cash of up to $5,000,000, and updates thereto as frequently as reasonably necessary if at any time the amount of such Qualified Cash to be so included varies from the latest report provided to the Agent in accordance with this Section 9.1.2(h); and

(i) such other reports and information (financial or otherwise) as the Agent may reasonably request from time to time in connection with any Borrower’s, Subsidiary’s or other Obligor’s financial condition or business.

Notwithstanding the foregoing, (i) if the Lead Borrower’s financial statements are consolidated with Holdings or any Parent Entity or (ii) Holdings or any Parent Entity is subject to the reporting requirements of the Exchange Act and the Lead Borrower is not subject to such reporting requirements, then the requirement to deliver consolidated financial statements of the Lead Borrower and its Subsidiaries (and the related opinion from independent public accountants) pursuant to Sections 9.1.2(a) and 9.1.2(b) above may be satisfied by delivering consolidated financial statements of such parent (and the related opinion from independent public accountants); provided, however, if such parent holds any material assets other than cash, Cash Equivalents and the Equity Interests of the Lead Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company and any of its Subsidiaries other than the Lead Borrower and its Subsidiaries, on the one hand, and the information relating to the Lead Borrower and its Subsidiaries on a standalone basis, on the other hand.

Information required to be delivered pursuant to this Section 9.1.2 shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be have been posted by the Agent on SyndTrak, IntraLinks or a similar site to which the Agent and the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov or on the website of the Lead Borrower. Information required to be delivered pursuant to this Section 9.1.2 may also be delivered by electronic communications pursuant to procedures approved by the Agent. Each Lender shall be solely responsible for timely accessing posted documents and maintaining its copies of such documents.

9.1.3 Notices. Notify the Agent and the Lenders in writing, promptly after any Senior Officer of the Lead Borrower obtains knowledge thereof, of any of the following that affects any Obligor or any Restricted Subsidiary: (i) the filing or commencement of any action, suit, proceeding or investigation (including any Intellectual Property Claim), if an adverse determination would reasonably be expected to result in a Material Adverse Effect; (ii) the existence of any Default or Event of Default; (iii)

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any event that would reasonably be expected to result in a Material Adverse Effect; or (iv) the occurrence of any ERISA Event or similar event in respect of Foreign Plans that would reasonably be expected to result in a Material Adverse Effect.

9.1.4 Compliance with Laws. Comply with all Applicable Laws, including ERISA, Canadian Employee Benefits Legislation, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws with which the Lead Borrower and its Restricted Subsidiaries shall comply in all material respects) or maintain could not reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, if any Release of Hazardous Materials that could reasonably be expected to result in a Material Adverse Effect occurs at or on any Properties of any Obligor or Restricted Subsidiary, such Obligor or Restricted Subsidiary shall act promptly and diligently to investigate and report to the Agent and all appropriate Governmental Authorities the extent of, and to take appropriate remedial action to eliminate, such Release of Hazardous Materials, in each case to the extent required by applicable Environmental Laws or lawfully required by any Governmental Authority. The undertakings and covenants provided in this Section 9.1.4 shall be provided only insofar as they do not result, in relation to a Relevant German Party, in a violation of or conflict with section 7 German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any provision of Council Regulation (EC) 2271/1996).

9.1.5 Taxes. Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless (i) such Taxes are being Properly Contested or (ii) the failure to pay such Taxes could not reasonably be expected to result in a Material Adverse Effect.

9.1.6 Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted.

9.1.7 Insurance. Maintain insurance (including flood insurance) with insurers reasonably satisfactory to the Agent, (a) with respect to the Properties and business of the Obligors and Restricted Subsidiaries of such type and in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount as is customary for companies similarly situated. All such insurance shall name the Agent as additional insured or loss payee, as applicable.

9.1.8 Use of Proceeds. The Borrowers will use Letters of Credit, Revolver Loans and Swingline Loans (a) on the Restatement Date, to finance a portion of the Specified Transactions and for working capital needs and other general corporate purposes of the Lead Borrower and its Restricted Subsidiaries and (b) after the Restatement Date, for working capital needs and other general corporate purposes of the Lead Borrower and its Restricted Subsidiaries, including the financing of Capital Expenditures, Permitted Acquisitions, other Permitted Investments, Permitted Restricted Payments and any other purpose not prohibited by this Agreement.

9.1.9 Further Assurances; After-Acquired Property. Each of the Lead Borrower, the Canadian Borrower and each German Borrower will, and will cause each of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further action (including the filing and recording of financing statements and other documents) that may be required under any applicable law, or that the Agent or the Lenders may reasonably request, in order to grant, preserve and perfect the validity and priority of the security interests created or intended to be created by the Security Documents, all at the expense of the Borrowers (it being understood that notwithstanding

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anything to the contrary in this Agreement and the other Loan Documents, (i) in the case of each of the German Borrowers, any security interest created by the Security Documents shall be limited to Accounts and Inventory and the proceeds thereof owned by each such German Borrower and (ii) no security interest shall be created by the Security Documents with respect to any asset or property of whatever kind and nature of the European Guarantors). Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, each of the Lead Borrower, the Canadian Borrower, and, in the case of clauses (d) and (e) only, each German Borrower, will, and will cause each of its Restricted Subsidiaries (and in the case of clause (f), Milacron Holdings) to do the following:

(a) with respect to any fee owned Real Estate acquired after the Third Restatement Date, with a fair market value at the time of acquisition of at least $5,000,000, within 90 days (or such longer period as the Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Agent the Related Real Estate Documents;

(b) with respect to any wholly-owned Subsidiary (other than an Excluded Subsidiary; provided that any Canadian Subsidiary that qualifies as an Excluded Subsidiary solely under clause (a) or, to the extent any such Canadian Subsidiary is a Subsidiary of a Canadian Subsidiary, clause (d) of the definition of “Excluded Subsidiary”, shall be subject to the requirements of this Section 9.1.9(b) but only with respect to the Canadian Obligations) created or acquired after the Third Restatement Date by any Obligor, promptly notify the Agent of such occurrence and promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b), (i) execute and deliver to the Agent for the benefit of the Secured Parties, such amendments and/or supplements to the applicable Security Agreement and the applicable Pledge Agreement as the Agent shall reasonably deem necessary to grant to the Agent, for the benefit of the Secured Parties, a security interest in the Equity Interests and Property of such wholly-owned Subsidiary in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement, (ii) cause such wholly-owned Subsidiary to become a party to this Agreement by executing a joinder hereto, (iii) deliver to the Agent (subject to the Intercreditor Agreement) the certificates (if any) representing such Equity Interest, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the applicable Obligor and (iv) cause such wholly-owned Subsidiary to take all other actions expressly required by the applicable Security Documents;

(c) with respect to (i) any first tier Foreign Subsidiary (other than a Canadian Subsidiary) created or acquired after the Third Restatement Date by any U.S. Obligor or (ii) any non-wholly-owned Subsidiary (other than an Excluded Subsidiary; provided that any Canadian Subsidiary that qualifies as an Excluded Subsidiary solely under clause (a) or, to the extent any such Canadian Subsidiary is a Subsidiary of a Canadian Subsidiary, clause (d) of the definition of “Excluded Subsidiary”, shall be subject to the requirements of this Section 9.1.9(c) but only with respect to the Canadian Obligations) created or acquired after the Third Restatement Date by any Obligor, promptly notify the Agent of such occurrence and if the Agent or the Required Lenders so request, promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b), (x) execute and deliver to the Agent such amendments and/or supplements to the applicable Pledge Agreement as the Agent shall reasonably deem necessary to grant to the Agent, for the benefit of the Secured Parties, a security interest in such entity in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement and (y) to the extent reasonably deemed advisable by the Agent, deliver to the Agent the certificates, if any, representing such Equity Interests (other than Excluded Capital Stock (as defined in the applicable Security Agreement)), together with undated stock powers, executed and delivered in blank by a duly authorized officer of the applicable Obligor and take such other actions as may be reasonably deemed necessary to perfect the Agent’s security interest

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therein for the benefit of the Agent and the other Secured Parties (provided that in no event shall more than 65% of such Equity Interest of any Foreign Subsidiary referred to in clause (i) above be required to be pledged in respect of any U.S. Obligations);

(d) notwithstanding anything to the contrary in this Agreement and the other Loan Documents, (i) no Lien is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any Obligor in, and Collateral shall not include, any Excluded Assets (as defined in the applicable Security Agreement), (ii) other than with respect to any Canadian Borrowing Base Obligor or any German Borrower or as required by this Section 9.1.9, no Borrower, Guarantor or any of their Affiliates shall be required to take any action in any non-United States jurisdiction or required by the laws of any non-United States jurisdiction in order to create any security interest in assets located or titled outside of the United States or to perfect any such security interests and it being understood and agreed that there shall be no security agreements, pledge agreements or similar agreements governed under the laws of any non-United States jurisdiction, (iii) the Borrowers, any Guarantor or any of their Affiliates shall not be required to deliver landlord waivers or consents or similar letters or agreements (other than as contemplated by the definition of “Eligible Inventory”) and (iv) other than as set forth in Sections 7.2.4 and 9.1.13(a), in no event shall control agreements or control or similar arrangements be required with respect to any deposit, securities or commodities accounts or any other assets requiring perfection through control agreements;

(e) with respect to any Subsidiary (other than (x) the German Borrowers, (y) the Initial European Guarantors and (z) any Subsidiary that is an Immaterial Subsidiary) that becomes a party to the Cash Pooling Arrangement after the Second Restatement Date, such Subsidiary shall become a Post-Amendment Effective Date European Guarantor of the German Obligations and promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b), execute a joinder hereto. It being understood and agreed that any such joinder pursuant to this Section 9.1.9(e) will include any applicable local law limitations required for such Post-Amendment Effective Date European Guarantor as reasonably agreed to by the Agent and the Lead Borrower; and

(f) following the consummation of the Milacron Holdings Merger, Milacron Holdings shall become a U.S. Guarantor of the U.S. Obligations, a Canadian Guarantor of the Canadian Obligations and a German Guarantor of the German Obligations and promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b), (i) execute and deliver to the Agent an assumption agreement pursuant to which Milacron Holdings shall (A) ratify and reaffirm all obligations of Milacron Intermediate under this Agreement and all other Loan Documents, (B) assume all obligations of “Holdings” under this Agreement and all other Loan Documents and (C) agree to be bound hereby and thereby as if it had originally executed and delivered this Agreement and all other Loan Documents, (ii) execute and deliver to the Agent for the benefit of the Secured Parties, such amendments and/or supplements to the applicable Security Agreement and the applicable Pledge Agreement as the Agent shall reasonably deem necessary to grant to the Agent, for the benefit of the Secured Parties, a security interest in the Property of Milacron Holdings in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement and (iii) take all other actions expressly required by the applicable Security Documents.

9.1.10 Consolidated Corporate Franchises. The Borrowers will do, and will cause each Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrowers and their Restricted Subsidiaries may consummate any transaction specifically permitted under this Agreement.

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9.1.11 Conduct of Business. Engage only in the businesses conducted on the Third Restatement Date and any activities reasonably related, ancillary or incidental thereto or logical extensions thereof.

9.1.12 Flood Hazard. If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Lead Borrower shall, or shall cause the applicable Obligors to (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, which such insurance shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and deductible relating thereto, (c) provide that the insurer will give the Agent 45 days’ written notice of cancellation or non-renewal, and (d) shall otherwise be in form and substance satisfactory to the Agent, and (ii) deliver to the Agent evidence of such compliance in form and substance reasonably acceptable to the Agent, including, without limitation, evidence of annual renewals of such insurance.

9.1.13 Post-Closing Covenant. Subject to the provisions of the Security Documents and Intercreditor Agreement:

(a) Deposit Accounts. With respect to any Deposit Account other than Excluded Deposit Accounts opened following the Second Restatement Date, within 90 days (or such later date as the Agent may agree in its reasonable discretion) of the date such Obligor notifies the Agent of the opening of such Deposit Account or the date any Person becomes an Obligor hereunder, (i) each Obligor (including for the avoidance of doubt, the German Borrowers) shall cause each bank or other depository institution at which any Deposit Account other than any Excluded Deposit Account is maintained, to enter into a Deposit Account Control Agreement (it being understood and agreed that customary German law account pledge agreements shall constitute Deposit Account Control Agreements for the purpose of this Section) that provides for such bank or other depository institution to transfer to a Dominion Account, on a daily basis, all balances in each such Deposit Account other than any Excluded Deposit Account maintained by any Obligor with such depository institution for application to the Obligations then outstanding following the receipt by such bank or other depository institution of a Liquidity Notice (it being understood that the Agent shall reasonably promptly deliver a copy of such Liquidity Notice to the Lead Borrower), (ii) the Obligors shall establish a Dominion Account and obtain an agreement (in form satisfactory to the Agent) from the Dominion Account bank, establishing the Agent’s control over and first priority Lien (subject only to Permitted Liens) on such Dominion Account, which may be exercised by the Agent during any Liquidity Period, requiring immediate deposit of all remittances received to a Dominion Account (and each Obligor irrevocably appoints the Agent as such Obligor’s attorney-in-fact to collect such balances during a Liquidity Period to the extent any such delivery is not so made) and (iii) each Obligor shall instruct each Account Debtor to make all payments with respect to Current Asset Collateral into Deposit Accounts subject to Deposit Account Control Agreements.

(b) Real Estate. The Secured Obligations shall also be secured by Mortgages upon each Mortgaged Property, which such Mortgaged Properties are set forth in Schedule 9.1.13(b) hereto; provided, that notwithstanding anything to the contrary herein, no Canadian Mortgage shall secure the U.S. Secured Obligations.

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(c) Intercompany Note. Within 90 days (or such later date as the Agent may agree in its reasonable discretion) of the date of the opening of the Cash Pooling Arrangement, the Agent shall have received, solely with respect to the German Secured Obligations, the executed intercompany note by Milacron B.V. and each German Borrower and each Post-Amendment Effective Date European Guarantor party to the Cash Pooling Arrangement as of the date of the opening of the Cash Pooling Arrangement.

(d) Local security requirements. Upon the occurrence of and during the continuance of a Liquidity Event, the Agent may require the Borrowers to, and the Borrowers thereafter agree to use commercially reasonable efforts to undertake in a timely fashion to, comply with any requirements under local law of any jurisdiction where a Loan Party is located (as may be required or reasonably deemed advisable by counsel to the Lenders or any Agent) to establish, maintain, and perfect its security and priority over the Accounts of any or all of the German Borrowers, including Accounts which arise from Account Debtors located in a jurisdiction other than Germany, including without limitation, entering into and causing to become effective any security agreements or other documents, completing any filings with local regulatory or other authorities or providing notifications to Account Debtors or other parties, in each case within Germany or in the jurisdiction where any relevant Account Debtor is located or formed. It is understood that should the Borrowers fail to provide such additional security, the Agent may institute an Availability Reserve as to the applicable Eligible German Accounts.

9.1.14 Designation of Unrestricted Subsidiaries. The Lead Borrower may at any time after the Restatement Date designate any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after giving effect to such designation, the Availability shall not be less than 15% of the Line Cap and (ii) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes Debt or the Term Loan Debt. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Third Restatement Date shall constitute an Investment by the applicable Obligors therein at the date of designation in an amount equal to the fair market value of the Obligors’ Investments therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Debt or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Obligors in such Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Borrowers’ Investment in such Subsidiary at such time. In no event may the Canadian Borrower or any of the German Borrowers be designated as an Unrestricted Subsidiary.

9.2 Negative Covenants. As long as any Revolver Commitments or Obligations (other than (i) contingent obligations as to which no claim or demand for payment has been made, or in the case of indemnification obligations, no notice has been given, and (ii) Obligations that have been Cash Collateralized, as applicable) are outstanding, the Lead Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

9.2.1 Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except (collectively, “Permitted Debt”):

(a) Debt described on Schedule 9.2.1 as of the Third Restatement Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, refunding, modification or refinancing thereof so long as the principal amount thereof is not increased, provided that individual equipment, Purchase Money Debt or Capital Lease Obligations provided by one lender (or its Affiliates ) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred hereunder and can be provided by such lender (or its Affiliates);

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(b) the Obligations;

(c) [reserved];

(d) Permitted Debt Securities, so long as after giving effect to the issuance thereof on a Pro Forma Basis (but excluding the cash proceeds thereof for purposes of calculating the Total Net Leverage Ratio), the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) is less than or equal to 6.0 to 1.0; provided that the aggregate principal amount of Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 9.2.1(d), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 9.2.1(ff) and any Refinancing Debt in respect of Debt incurred under this Section 9.2.1(d), shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Permitted Debt Securities;

(e) Permitted Purchase Money Debt;

(f) Debt under Hedging Agreements incurred in the Ordinary Course of Business and not for speculative purposes;

(g) Bank Product Debt;

(h) Purchase Money Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Purchase Money Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition;

(i) Capital Lease Obligations and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) in an aggregate principal amount, when combined with the aggregate principal amount of all Debt incurred pursuant to Section 9.2.1(e), not in excess of the greater of $50,000,000 and 3.00% of Total Assets at any time outstanding and any extension, renewal, refunding, modification or refinancing thereof, provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred pursuant to this Agreement and can be provided by such lender (or its Affiliates);

(j) Permitted Contingent Obligations;

(k) Refinancing Debt as long as each Refinancing Condition and the other requirements of Section 2.1.8 and the applicable definitions relating thereto are satisfied, and in the case of Specified Refinancing Debt or Designated Refinancing Debt, the proceeds thereof are substantially concurrently applied to the payment of the Obligations;

(l) Debt consisting of the deferred purchase price or notes issued to future, current or former officers, directors, employees, members of management and consultants of the Lead Borrower or any of its Restricted Subsidiaries (or any direct or indirect parent entity thereof), their respective estates, heirs, family members, spouses and former spouses, domestic partners or former domestic partners to purchase, redeem or acquire or retire for value Equity Interests to the extent that such purchases or redemptions are otherwise permitted hereunder (or options or warrants or similar instruments);

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(m) Debt arising from agreements providing for indemnification, adjustment of purchase price, earnout or similar obligations, or from guarantees or letters of credit, securing the performance of a Borrower or Restricted Subsidiary pursuant to such agreements, incurred or contracted for on or before the Third Restatement Date or in connection with Permitted Acquisitions or Permitted Investments;

(n) obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by it;

(o) Debt incurred in connection with (i) the financing of insurance premiums, (ii) take or pay obligations contained in supply arrangements or (iii) obligations of suppliers, customers, franchises and licenses;

(p) (i) Debt incurred in the Ordinary Course of Business in respect of netting services, overdraft protections, employee credit card programs, Cash Management Services and otherwise in connection with Deposit Accounts and (ii) Debt incurred in connection with letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the Ordinary Course of Business;

(q) Debt or other obligations in respect of bids, trade contracts, leases, statutory obligations, surety, stay, customs and appeal bonds and performance, performance and completion guarantees, return of money bonds, government contracts, financial assurances and completion guarantees and similar obligations (or Debt in respect of letters of credit, bank guarantees or similar instruments in lieu of such items to support the issuance thereof), in each case in the Ordinary Course of Business;

(r) unsecured Debt of the Obligors to any Subsidiary and of any Subsidiary to a Borrower or any other Subsidiary; provided that (i) Debt of any Subsidiary that is not an Obligor to any Obligor shall be permitted only if permitted under the definition of “Permitted Investments” and (ii) Debt of any Obligor to any Subsidiary that is not an Obligor shall be expressly subordinate and junior in right of payment to Full Payment of the Obligations on terms reasonably satisfactory to the Agent;

(s) Debt incurred by Obligors or any Restricted Subsidiary owed to (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, securing unemployment insurance, other social security laws or regulation or similar obligations or legislation securing unemployment insurance, health, disability or other employee benefits, or property, casualty or liability insurance, self-insurance or other similar obligations or other Debt with respect to reimbursement type obligations regarding workers’ compensation claims, or letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of real property under which such Person is lessee;

(t) Debt that is not secured by a Lien in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;

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(u) Debt that is not included in any of the other clauses of this Section 9.2.1 and does not exceed the greater of (x) $100,000,000 and (y) 5.50% of Total Assets in an aggregate principal amount at any time outstanding; provided that if such Debt is incurred by an Obligor and secured with the Current Asset Collateral, such Debt shall be either secured on a pari passu basis with the Term Loan Debt and subject to the Intercreditor Agreement or secured on a junior basis with respect to the Current Asset Collateral pursuant to an intercreditor arrangement reasonably satisfactory to the Agent;

(v) Debt of the Obligors and their Restricted Subsidiaries (i) assumed in connection with a Permitted Acquisition (so long as such Debt was not incurred in contemplation of such Permitted Acquisition and if secured, it is only secured by the Equity Interests in, and the Property of, the Acquired Entity or Business) or (ii) incurred to finance a Permitted Acquisition so long as the Payment Conditions are satisfied on a Pro Forma Basis; provided that if such Debt is incurred by an Obligor and secured with the Current Asset Collateral, such Debt shall be either secured on a pari passu basis with the Term Loan Debt and subject to the Intercreditor Agreement or secured on a junior basis with respect to the Current Asset Collateral pursuant to an intercreditor arrangement reasonably satisfactory to the Agent;

(w) Debt incurred by Foreign Subsidiaries (other than any Canadian Subsidiaries, German Borrowers or European Guarantors) of the Lead Borrower in an aggregate principal amount not to exceed at any one time outstanding the greater of $35,000,000 and 5% of Total Assets of Foreign Subsidiaries (other than any Canadian Subsidiaries, German Borrowers or European Guarantors) that are Restricted Subsidiaries (which, if secured, is only secured by the Equity Interests in, and the Property of, Foreign Subsidiaries (other than any Canadian Subsidiaries, German Borrowers or European Guarantors));

(x) Debt under Existing Foreign Facilities, and any extension, renewal, refunding, modification or refinancing thereof, in an aggregate principal amount not to exceed $25,000,000 at any time outstanding (which, if secured, is only secured by the Equity Interests in, and the Property of, Foreign Subsidiaries (other than any Canadian Subsidiaries or German Borrowers));

(y) Debt incurred on behalf of, or representing guarantees of Debt of, joint ventures of the Lead Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding;

(z) Debt supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;

(aa) (i) Debt arising out of the creation of any Permitted Lien and (ii) Debt arising in connection with any Sale and Leaseback Transaction (including Attributable Debt);

(bb) Debt in respect of (i) any bankers’ acceptances, bank guarantee, letter of credit, warehouse receipt or similar facilities entered into in the Ordinary Course of Business and not supporting other Debt or (ii) any letter of credit (or other credit support) issued in favor of any Issuing Bank or any Lender to support any Defaulting Lender’s Fronting Exposure;

(cc) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on Debt described under this Section 9.2.1;

(dd) Term Loan Debt (including any Replacement Term Loans (as defined in the Term Loan Documents on the Third Restatement Date)) in an aggregate principal amount not to

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exceed $730,000,000 and any Permitted Refinancing Debt (as defined in the Term Loan Documents on the Third Restatement Date) plus the amount of any Incremental Term Loans and Incremental Equivalent Debt (each as defined in the Term Loan Documents on the Third Restatement Date) plus any additional amounts permitted to be incurred as Replacement Term Loans under Section 11.1(d) of the Term Loan Facility (as in effect on the Third Restatement Date);

(ee) Senior Notes Debt in an aggregate principal amount not to exceed $465,000,000 at any time outstanding;

(ff) Debt incurred to finance acquisitions permitted hereunder after the Third Restatement Date; provided that (i) before and after giving effect to such acquisition on a Pro Forma Basis, no Event of Default exists, (ii) after giving effect to such acquisition on a Pro Forma Basis, (A) if such Debt is unsecured, the Total Net Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) would not exceed the greater of (x) 6.0 to 1.0 and (y) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period and (B) if such Debt is secured, the Total Net Secured Leverage Ratio as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.1.2(a) or (b) would not exceed 4.0 to 1.0, (iii) the aggregate principal amount of such Debt permitted to be incurred by Restricted Subsidiaries that are not Obligors pursuant to this Section 9.2.1(ff), when aggregated with the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Obligors pursuant to Section 9.2.1(d) and any Refinancing Debt in respect of Debt of such Restricted Subsidiaries that are not Obligors originally incurred pursuant to Section 9.2.1(d), and any Refinancing Debt in respect of such Debt incurred under this Section 9.2.1(ff) shall not exceed the greater of (x) $75,000,000 and (y) 3.00% of Total Assets at the time of incurrence of any such Debt, (iv) any such Debt that is subordinated to the Obligations in right of payment or security shall be subject to intercreditor arrangements that are reasonably satisfactory to the Agent, (v) such Debt does not mature or require any scheduled amortization or scheduled payment of principal or require any mandatory redemption, repurchase, repayment or sinking fund obligation (other than (A) payments as part of an “applicable high yield discount obligation” catch-up payment, (B) customary offers to repurchase in connection with any change of control, Disposition or casualty event and (C) customary acceleration rights after an event of default), in each case, prior to the date which is ninety-one (91) days after the Revolver Termination Date as of the date of incurrence thereof and (vi) if such Debt is secured with the Current Asset Collateral, such Debt shall be secured on a pari passu basis with the Term Loan Debt and subject to the Intercreditor Agreement or secured on a junior basis with respect to the Current Asset Collateral pursuant to intercreditor arrangements reasonably satisfactory to the Agent; and

(gg) Debt of the Lead Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed 100% of the amount of Net Proceeds received by the Lead Borrower from (i) the issuance or sale of Qualified Capital Stock or (ii) any cash contribution to its common equity with the Net Proceeds from the issuance and sale by any Parent Entity of its Qualified Capital Stock or a contribution to the common equity of any Parent Entity, in each case, (A) other than any Net Proceeds received from the sale of Qualified Capital Stock to, or contributions from, the Lead Borrower or any of its Restricted Subsidiaries and (B) to the extent the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunder.

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9.2.2 Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

(a) Liens in favor of the Agent, Issuing Bank or Swingline Lender;

(b) Liens in favor of the Term Loan Agent securing the Term Loan Debt and any Incremental Equivalent Debt (each as defined in the Term Loan Documents on the Third Restatement Date), and Liens in favor of the Agent for any holders of Designated Refinancing Debt, which Liens, in each case, shall at all times be subject to the Intercreditor Agreement;

(c) Purchase Money Liens securing Permitted Purchase Money Debt and additional Debt permitted under Sections 9.2.1(h) and 9.2.1(i);

(d) Liens for Taxes the payment of which is not, at the time, required by Section 9.1.5;

(e) statutory (including mechanics’, carriers’, storers’, repairers’, landlords’, employees’, materialmens’ and repairmens’) Liens (other than Liens for Taxes or imposed under ERISA or Canadian Employee Benefits Legislation) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet overdue for a period of more than 30 days or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or Subsidiary;

(f) Liens incurred or arising under, and/or pledges and deposits made, in each case in the Ordinary Course of Business to secure (A) the performance of tenders, bids, leases, contracts (except those relating to payment of Debt), public or statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, (B) all Debt incurred under Sections 9.2.1(f), (g), (j), (p), (q), (r), (s) and (ff), (C) in favor of the issuer of surety, customs, stay and appeal bonds, performance, performance and completion and return of money bonds, bid bonds and other similar obligations, or arising as a result of progress payments under government contracts, financial assurances and completion obligations and similar obligations with respect to other regulatory requirements and (D) as security for contested Taxes or import duties or for the payment of rent (in each case of clauses (A) through (D), including Liens to secure letters of credit or bank guarantees that were posted to support such obligations);

(g) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;

(h) judgment Liens securing judgments not constituting an Event of Default under Section 10.1;

(i) (i) all Liens and other matters disclosed in existing mortgagee title insurance policies and any replacement, modification, extension or renewal of such Lien and (ii) reservations, limitations, provisos and conditions expressed in an original grant from the Crown, minor survey exceptions, minor title defects or irregularities, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, optic fiber and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

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(j) (i) Liens that are contractual rights of set-off and pledge (A) relating to the establishment of depository relationships with banks not given in connection with the issuance of Debt for borrowed money, (B) relating to pooled deposit or sweep accounts of an Obligor or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business, and (C) relating to purchase orders and other agreements entered into with customers of an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, (ii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (iii) Liens over real estate located in Germany which may not be prohibited pursuant to section 1136 of the German Civil Code (BGB), and (iv) Liens arising by operation of law or created in order to comply with applicable law, in particular, any security requested to be created by any creditor of a German Loan Party in connection with (A) a merger of a German Loan Party pursuant to section 22 of the German Reorganization Act (Umwandlungsgesetz) and/or (B) the termination of a domination and profit and loss pooling agreement (Beherrschungs- und Ergebnisabführungsvertrag) pursuant to section 303 of the German Stock Corporation Act (AktG);

(k) existing Liens shown on Schedule 9.2.2 or, to the extent not listed in such Schedule, where the aggregate principal amount of obligations secured thereby does not exceed $5,000,000;

(l) any interest or title of a lessor, sublessor, licensor or sublicense under any leases, subleases, licenses or sublicenses entered into by an Obligor or any Restricted Subsidiary in the Ordinary Course of Business;

(m) Liens on insurance policies and the proceeds of insurance in connection with the financing of insurance premiums;

(n) Liens encumbering customary initial deposits and margin deposits, and similar Liens in favor of the broker thereof attaching to commodity trading accounts and other brokerage accounts incurred in the Ordinary Course of Business;

(o) (i) licenses, sublicenses, leases or subleases of property granted to third parties in the Ordinary Course of Business not materially interfering with the business of any Obligor or any Restricted Subsidiary or (ii) rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by an Obligor or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require period payments as a condition to the continuance thereof;

(p) rights of setoff or bankers’ Liens upon deposits of cash in favor of banks or other depository institutions (including, without limitation, any Lien arising by entering into standard banking arrangements (AGB-Banken oder AGB-Sparkassen) in Germany) and Liens associated with overdraft protection and netting services;

(q) Liens on goods or other property in the possession of customs authorities in favor of such customs authorities which secure payment of customs duties in connection with importation of goods or other property;

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(r) Liens deemed to exist in connection with permitted repurchase obligations or set-off rights;

(s) Liens in favor of collecting banks arising under Section 4-210 of the UCC or other similar provision of Applicable Law;

(t) licenses and sublicenses of Intellectual Property in the Ordinary Course of Business;

(u) other Liens not specifically listed above securing Debt or other obligations not to exceed the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at any time such Lien is provided in the aggregate outstanding at any time; provided that if such Debt is incurred by an Obligor and secured by the Current Asset Collateral, such debt shall be either secured on a pari passu basis with the Term Loan Debt and subject to the Intercreditor Agreement, or secured on a junior basis with respect to such Current Asset Collateral pursuant to an intercreditor agreement reasonably satisfactory to the Agent;

(v) Liens on Property or Equity Interest of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens were not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens shall be limited to all or part of the same Property (including after acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Liens relate (plus improvements on such Property); provided, further, that such Lien (A) in the case of Liens securing Capital Lease Obligations and purchase money Debt, applies solely to the assets securing such Debt immediately prior to the consummation of the related Permitted Acquisition and after acquired property, to the extent required by the documentation governing such Debt (without giving effect to any amendment thereof effected in contemplation of such acquisition or assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one (1) person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates) and (B) in the case of Liens securing Debt other than Capital Lease Obligations or purchase money Debt, such Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person (and the Equity Interests in such person);

(w) Liens on Property at the time an Obligor or a Restricted Subsidiary acquired the Property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Lead Borrower or any of the Restricted Subsidiaries; provided, however, that such Liens were not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens shall be limited to all or part of the same Property (including after acquired Property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Lien relate (plus improvements on such property); provided, further, that such Lien (A) in the case of Liens securing Capital Lease Obligations and purchase money Debt, applies solely to the assets securing such Debt immediately prior to the consummation of the related Permitted Acquisition and after acquired property, to the extent required by the documentation governing such Debt (without giving effect to any amendment thereof effected in contemplation of such acquisition or assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one (1) person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates) and (B) in the case of Liens securing Debt other than Capital Lease Obligations or purchase money Debt, such

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Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person (and the Equity Interests in such person);

(x) Liens securing obligations in respect of letters of credit, bankers’ acceptances, bank guarantees or similar instruments permitted under Section 9.2.1(bb).

(y) Liens securing obligations under Hedging Agreements and Cash Management Services permitted by Sections 9.2.1(f) and 9.2.1(p)(i);

(z) Liens in favor of the Obligors;

(aa) Liens (i) solely on any cash earnest money deposits or Permitted Investments made by an Obligor or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any Permitted Acquisition or other Permitted Investment and (ii) consisting of an agreement to dispose of any property in a transaction permitted hereunder;

(bb) If no Letters of Credit are available hereunder, and solely with the consent of the Agent (not to be unreasonably withheld), Liens on specific items of Inventory or other goods and proceeds of any person securing such Person’s obligations in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such Inventory or other goods;

(cc) Liens arising from precautionary UCC financing statements (or similar filings under the PPSA or other Applicable Law) regarding operating leases or consignment or bailee arrangements;

(dd) (i) Liens on Equity Interests in joint ventures or Unrestricted Subsidiaries securing obligations of such joint ventures (or of an Obligor or any Restricted Subsidiary for any joint venture partner) or Unrestricted Subsidiaries, and (ii) customary rights of first refusal and tag, drag, put, call and similar rights in joint venture agreements or similar arrangements;

(ee) Liens in favor of an Obligor or the Restricted Subsidiaries securing intercompany Debt permitted under Section 9.2.1;

(ff) Liens (i) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, including equipment, entered into in the Ordinary Course of Business and (ii) arising by operation of law under Article 2 of the UCC, the PPSA or other Applicable Law;

(gg) ground leases in the Ordinary Course of Business in respect of Real Estate on which facilities owned or leased by an Obligor or any of its Subsidiaries are located;

(hh) Liens securing obligations in respect of any Sale and Leaseback Transaction permitted hereunder;

(ii) Liens with respect to the assets of a Restricted Subsidiary that is not an Obligor securing Debt of such Restricted Subsidiary incurred in accordance with Section 9.2.1; and

(jj) Liens securing any Refinancing Debt, subject to the Refinancing Conditions.

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9.2.3 Restricted Payments. Declare or make any Restricted Payments, except Permitted Restricted Payments.

9.2.4 Investments. Make any Investments, except Permitted Investments.

9.2.5 Disposition of Assets. Make any Asset Disposition, except a Permitted Asset Disposition.

9.2.6 Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or (b) unsecured Debt for borrowed money of any Obligor that constitutes Material Debt, in each case, except for (i) payments of regularly scheduled interest, fees, expenses and indemnification obligations and, to the extent this Agreement is then in effect, principal on the scheduled maturity date thereof, (ii) any refinancings, replacements or exchanges of any such Debt for like or junior debt with the proceeds of other Debt permitted under Section 9.2.1, and (iii) the conversion of any such Debt to, or payment with the proceeds of, Equity Interests (each such payment or distribution, a “Restricted Debt Payment”); provided that, the Borrowers may make (i) additional payments and prepayments in respect of such Debt with net proceeds from (x) Permitted Asset Dispositions of the type described in clause (p) of the definition thereof and any other Permitted Asset Dispositions that consist solely of Asset Dispositions of Term Priority Collateral to the extent permitted by the Intercreditor Agreement and (y) the incurrence of Subordinated Debt or other unsecured Debt permitted hereunder and (ii) additional cash payments and prepayments in respect of such Debt with available cash on deposit (or with proceeds of the Revolver Loans) so long as, in each case, the Payment Conditions (other than the requirements of clause (ii) thereof) are satisfied.

9.2.7 Fundamental Changes. Merge into or consolidate or amalgamate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, provided that (i) any Restricted Subsidiary of a Borrower may merge into or consolidate or amalgamate with, or be liquidated into, (x) such Borrower (so long as such Borrower is the surviving or continuing entity) or (y) any other Restricted Subsidiary of such Borrower (so long as, if either constituent entity is an Obligor, the surviving or continuing entity is an Obligor), and in each case so long as no Event of Default has occurred and is continuing or would result therefrom; (ii) any Restricted Subsidiary of a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x)(1) if the Restricted Subsidiary was an Obligor, the surviving entity is an Obligor or (2) such merger or consolidation or amalgamation otherwise constitutes a Permitted Investment, and (y) no Event of Default has occurred and is continuing or would result therefrom; (iii) a Borrower may merge into or consolidate or amalgamate with another Person (that is not an Obligor), so long as (x) such Borrower is the surviving entity and, (y) such merger or consolidation or amalgamation constitutes a Permitted Investment; (iv) any Restricted Subsidiary may merge into or consolidate or amalgamate with (a) any Obligor or (b) any other Restricted Subsidiary (that is not an Obligor) so long as in the case of this clause (b), such merger or consolidation or amalgamation constitutes a Permitted Investment and (v) to the extent not otherwise permitted under the foregoing clauses, any Restricted Subsidiary that (A) has sold, transferred or otherwise disposed of all or substantially all of its assets in connection with a Permitted Asset Disposition and no longer conducts any active trade or business and (B) in its good-faith determination, believes that a dissolution, liquidation or winding-up or merger, amalgamation or consolidation is in the best interest of the Borrowers and it not materially disadvantageous to the Lenders and any assets of such Restricted Subsidiary not otherwise disposed of in accordance with a Permitted Asset Disposition are transferred to, or otherwise owned by, an Obligor, may be liquidated, wound up and dissolved or merged, amalgamated or consolidated out of existence into any Borrower or another Restricted Subsidiary. Notwithstanding anything to the contrary herein, any Obligor may merge into or consolidate or amalgamate with an Affiliate of the Lead Borrower for the purpose of reincorporating or reorganizing

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the Obligor in the United States, any state thereof or the District of Columbia so long as the amount of Debt of the Lead Borrower and its Restricted Subsidiaries is not increased to an amount not permitted hereunder.

9.2.8 Fiscal Year. Change its Fiscal Year.

9.2.9 Restrictive Agreements. Enter into any agreement that prohibits, restricts or imposes any condition upon (i) the ability of the Lead Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its Property to secure the Secured Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Lead Borrower or any other Subsidiary; provided that foregoing shall not apply to:

(x) (A) restrictions and conditions imposed by Applicable Law or by any Loan Document or, with respect to subclause (ii) above, the Senior Notes Indenture or the Term Loan Documents,

(B) restrictions and conditions existing on the date hereof and any extension or renewal of, refinancings of, replacements of, refundings of or any amendment or modification expanding the scope of, such restriction or condition, in each case, so long as not done so in a manner materially adverse to the Lenders taken as a whole,

(C) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions and conditions imposed by its organizational documents or any related joint venture or similar agreement,

(D) with respect to subclause (ii) above, customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder,

(E) with respect to subclause (ii) above, customary restrictions and conditions contained in agreements relating to Permitted Asset Dispositions pending such disposition,

(F) restrictions and conditions that were binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as the agreements providing for such restrictions and conditions were not entered into in contemplation of such Person becoming a Subsidiary, and

(G) restrictions and conditions imposed by agreements relating to Excluded Subsidiaries; and

(y) clause (i) of the foregoing shall not apply to

(A) customary restrictions or conditions imposed by any agreement relating to secured Debt permitted by Section 9.2.1 (including any Refinancing Debt in respect thereof) secured by a Lien permitted by Section 9.2.2 if, in the case of the Obligors, such restrictions do not apply to Current Asset Collateral and if such restrictions or conditions apply only to such assets securing such Debt,

(B) customary provisions in leases and other agreements restricting the subletting or assignment thereof (including the granting of any Lien),

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(C) customary provisions in joint venture agreements and other similar agreements entered into in connection with any joint venture,

(D) restrictions on cash or other deposits imposed by customers under contracts entered into in the Ordinary Course of Business,

(E) customary net worth provisions contained in real property leases entered into by the Lead Borrower or any of its Subsidiaries, so long as the Lead Borrower and such Subsidiary have determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Lead Borrower or any Subsidiary to meet their ongoing obligations and

(F) customary provisions contained in leases, subleases, licenses or sublicenses of Intellectual Property and other similar agreements entered into in the Ordinary Course of Business.

9.2.10 Affiliate Transactions. Except for transactions between or among the Lead Borrower and its Restricted Subsidiaries, enter into any transaction or related series of transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payment in excess of $5,000,000 with any of its Affiliates, except (i) that the Lead Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to the Lead Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; provided, that any transaction or series of related transactions involving the payment of less than $10,000,000 with any such Affiliate shall be deemed to have satisfied the standard set forth in this clause (i) if such transaction is approved by a majority of the Disinterested Directors of the board of managers (or equivalent governing body) of any Parent Entity, the Lead Borrower or such Restricted Subsidiary, (ii) the Lead Borrower or any Restricted Subsidiary may pay management, monitoring, consulting, transaction, oversight, advisory and similar fees, in aggregate amounts not to exceed the amounts provided for under the Management Agreement, and payment of expenses and indemnification claims in connection with the performance of such services under the Management Agreement, (iii) any such transaction that is expressly permitted (or required) under this Agreement, any issuance of securities, or other payments, awards or grants in cash, securities or expressly pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing body) of the Lead Borrower (or any Parent Entity), (iv) loans or advances to directors, officers, employees, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Holdings (or any Parent Entity), the Lead Borrower or any of its Subsidiaries permitted by this Agreement, (v) the payment of fees and indemnities to directors, officers, employees, members of management or consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of Holdings (or any Parent Entity), the Lead Borrower and its Subsidiaries in accordance with customary practice, (vi) permitted agreements in existence on the Third Restatement Date and set forth on Schedule 9.2.10 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect, (vii) (x) any employment or severance agreements or arrangements entered into by the Lead Borrower or any of the Restricted Subsidiaries in the Ordinary Course of Business, (y) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers, directors, members of management or consultants, and (z) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract or arrangement and transactions pursuant thereto, (viii) Permitted Restricted Payments and Permitted Investments, (ix) any purchase by Holdings or any other direct Parent Entity of or contributions to, the equity capital of the Lead Borrower, (x) payments by the Lead Borrower or any of the Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures,

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which payments are approved by the majority of the board of directors (or equivalent governing body) of the Lead Borrower, in good faith, (xi) transactions among the Lead Borrower and the Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the Ordinary Course of Business, (xii) any transaction in respect of which the Lead Borrower delivers to the Agent (for delivery to the Lenders) a letter addressed to the board of directors (or equivalent governing body) of the Lead Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized form of standing, which letter states that such transaction is on terms that are no less favorable to the Lead Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, (xiii) the Transactions, including the payment of all fees, expenses, bonuses and awards (including Transaction Costs) related to the Transactions, (xiv) the Specified Transactions, including the payment of all fees, expenses, bonuses and awards related to the Specified Transaction, (xv) the 2012 Transactions, including the payment of all fees, expenses, bonuses and awards (including 2012 Transaction Costs) related to the 2012 Transactions and (xvi) transactions with customers, clients, suppliers or joint ventures for the purchase or sale of goods and services entered into in the Ordinary Course of Business.

9.2.11 Amendments to Subordinated Debt. Except to the extent relating to Subordinated Debt of the Borrowers or any Restricted Subsidiary with an aggregate outstanding principal amount not in excess of $20,000,000 or otherwise permitted pursuant to the applicable subordination agreement, if any, amend, supplement or otherwise modify any document, instrument or agreement relating to any Subordinated Debt, if such modification is materially adverse to the interest of the Lenders or the Agent or that would have the effect of permitting a prepayment otherwise prohibited by Section 9.2.6 (it being understood that no amendment, supplement or other modification for refinancing, replacement or exchange thereof permitted by Section 9.2.6 is materially adverse to the interest of the Lenders).

9.2.12 Amendments to Term Loan Documents. Amend, supplement or otherwise modify any Term Loan Document or any other document, instrument or agreement relating to the Term Loan Documents in violation of the provisions of the Intercreditor Agreement.

9.3 Financial Covenant.

9.3.1 The Lead Borrower and its Restricted Subsidiaries shall, on any date when Liquidity Condition Availability is less than the greater of (a) 12.5% of the Revolver Commitments, and (b) $13,750,000 (the “FCCR Test Amount”), maintain a Fixed Charge Coverage Ratio of at least 1.0 to 1.0, tested for the four Fiscal Quarter period ending on the last day of the most recently ended Fiscal Quarter for which the Borrowers were required to deliver financial statements to the Agent in accordance with Section 9.1.2(b) of this Agreement, and at the end of each succeeding Fiscal Quarter thereafter until the date on which Availability has exceeded the FCCR Test Amount for 30 consecutive days.

9.3.2 Notwithstanding anything to contrary in this Agreement (including Section 10), upon an Event of Default as a result of the Lead Borrower’s failure to comply with Section 9.3.1 above, such Event of Default shall, subject to the limitations set forth below, be deemed cured ab initio and cease to exist in the event that, within 10 Business Days after the date on which the Lead Borrower was required to deliver financial statements in accordance with Section 9.3.1 for the month in which such Event of Default occurs, a cash equity capital contribution is made to the Lead Borrower (or otherwise receives an equity contribution in respect of the equity issued for such Cure Actions in exchange for Equity Interests other than Disqualified Equity interests). Each such equity contribution is referred to as “Cure Action”. The proceeds of any Cure Action may be included solely in the calculation of EBITDA (solely for purposes of calculating the ratio in Section 9.3.1 above, and not for any other purpose hereunder, and there shall be no pro forma or other reduction in Debt with the proceeds of such Cure Action in connection with determining such calculation during the period in which such proceeds are included in

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EBITDA) at the request of the Lead Borrower as if such proceeds were contributed on the last day of the applicable Fiscal Quarter, and must be sufficient (but may not be in excess of the amount required) to cause Obligors to be in pro forma compliance with the financial covenant set forth in Section 9.3.1. No more than two Cure Actions may be taken in any four Fiscal Quarter period and no more than four Cure Actions may be taken after the Third Restatement Date. If, after giving effect to the Cure Action, the Lead Borrower shall be in compliance with the requirements of the Fixed Charge Coverage Ratio, the Lead Borrower shall be deemed to have satisfied the requirements of Section 9.3.1 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Event of Default with respect to such Fixed Charge Coverage Ratio that had occurred shall be deemed cured for purposes of this Agreement. To the extent a Fiscal Quarter for which such Fixed Charge Coverage Ratio is initially recalculated as a result of such Cure Action is included in the calculation of the Fixed Charge Coverage Ratio in a subsequent fiscal period, the results of the Cure Action shall be included in the amount of EBITDA for such Fiscal Quarter in such subsequent fiscal period. After the occurrence of the breach, Default or Event of Default resulting from a failure to comply with Section 9.3.1, if the Lead Borrower has given the Agent notice that it intends to cure such breach, Default or Event of Default pursuant to a Cure Action, neither the Lenders nor the Agent shall exercise any rights or remedies under Section 10 (or under any Loan Document) available during the continuance of any breach, Default or Event of Default on the basis of any actual or purported failure to comply with Section 9.3.1 until such failure is not cured on or prior to the expiration of the 10 Business Day cure period referenced above.

SECTION 10. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

10.1 Events of Default. Each of the following shall be an “Event of Default” hereunder:

(a) The Obligors fail to pay (i) any principal in respect of the Obligations when due (whether at stated maturity, upon acceleration or otherwise) or (ii) any other interest, fees or other amounts within five (5) Business Days of the date due;

(b) Any representation or warranty of the Obligors or their respective Restricted Subsidiaries made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

(c) Any Obligor or any of their respective Restricted Subsidiaries breaches or fails to perform any covenant contained in Sections 7.2.4, 9.1.1, 9.1.3(ii), 9.2 or 9.3;

(d) Any Obligor or any of their respective Restricted Subsidiaries breaches or fails (i) to deliver a Borrowing Base Certificate required to be delivered pursuant to Section 7.1 within five (5) Business Days of the date such Borrowing Base Certificate was required to be delivered, or (ii) to perform any other covenant contained in any Loan Documents and such breach or failure to perform any other covenant described in this clause (ii) is not cured within 30 days after a Senior Officer of such Obligor or Restricted Subsidiary receives notice thereof from the Agent;

(e) (i) any Guarantor shall deny in writing that it has any further liability under the guarantees in Section 13, (ii) other than with respect to items of Collateral with a value not exceeding $10,000,000 in the aggregate, any Lien granted to the Agent ceases to be a valid and perfected Lien (or the priority of such Lien ceases to be in full force and effect) (to the extent perfection is required hereunder or under any Security Document), except to the extent that any such loss of validity, perfection or priority results from the failure of the Agent to maintain possession of Collateral requiring perfection through control to the extent such Collateral was delivered to it under the Security Documents or to file or record any document delivered to it for filing or recording

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to the extent it is authorized to make such filings under the Loan Documents and the Agent and the Borrower have agreed that the Agent will be responsible for filing such document and applicable law, or (iii) any material provision of this Agreement or any Security Document ceases to be in full force and effect or any Obligor denies in writing the enforceability thereof;

(f) (i) Any Obligor or any of their respective Restricted Subsidiaries fails to pay when due (whether by scheduled maturity, acceleration or otherwise and after giving effect to any applicable grace period or notice provisions or any waiver or furtherance thereof) any principal of or interest on any Material Debt, which failure enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Debt or any trustee or agent on their behalf to cause any Material Debt to become due, or to require the prepayment, repurchase or defeasance thereof, prior to its scheduled maturity or that is a failure to pay such Material Debt at maturity (in each case unless such Material Debt has been paid in full or the failure has been waived or otherwise cured), or (ii) any other breach or default of any Obligor or any of its Restricted Subsidiaries occurs that results in such Material Debt becoming due prior to its scheduled maturity (other than, with respect to Material Debt consisting of obligations under Hedging Agreements, termination events or equivalent events not relating to the breach by any Obligor or any Restricted Subsidiary of the terms thereof); (provided that this clause (f)(ii) shall not apply to secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt);

(g) Any judgment or order for the payment of money is entered against any Obligor or any of their Restricted Subsidiaries in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against the Obligors and all Restricted Subsidiaries, $35,000,000 (net of any insurance coverage therefor as to which a solvent insurance company has not denied coverage in writing), and such judgment or order shall not have been paid, discharged, bonded or vacated or had execution thereof stayed pending appeal within 60 days after entry or filing thereof;

(h) An Insolvency Proceeding is commenced by the Lead Borrower, the Canadian Borrower, a German Borrower or any Significant Subsidiary of either of the foregoing; the Lead Borrower, the Canadian Borrower, a German Borrower or any such Significant Subsidiary makes an offer of settlement, proposal, plan or arrangement, extension or composition to its unsecured creditors generally; a trustee, receiver, interim receiver, receiver and manager, monitor or similar official is appointed to take possession of any substantial Property of or to operate any of the business of the Lead Borrower, the Canadian Borrower, a German Borrower or any such Significant Subsidiary; an Insolvency Proceeding is commenced against the Lead Borrower, the Canadian Borrower, a German Borrower or any such Significant Subsidiary and the Lead Borrower, the Canadian Borrower, a German Borrower or any such Significant Subsidiary consents to institution of the proceeding, (it being understood that any involuntary proceeding, petition or appointment described in this clause (h) shall not constitute an Event of Default unless such proceeding, petition or appointment is contested and shall continue undismissed for 60 days or an order for relief is entered in the proceeding, petition or appointment);

(i) an ERISA Event, Pension Event or similar event with respect to a Foreign Plan shall have occurred that, when taken either alone or together with all other such ERISA Events, Pension Events or similar events with respect to Foreign Plans, could reasonably be expected to result in a Material Adverse Effect, or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Pension Plan; or

(j) A Change of Control occurs.

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10.2 Remedies upon Default. If an Event of Default described in Section 10.1(h) occurs and is continuing with respect to the Lead Borrower, the Canadian Borrower, any German Borrower, or any Significant Subsidiary, then to the extent permitted by Applicable Law, all Obligations, except the German Obligations, shall become automatically due and payable and all Revolver Commitments shall terminate, without any action by the Agent or notice of any kind. In addition, (x) if any other Event of Default exists and is continuing the Agent may in its discretion (and shall upon written direction of Required Lenders) with regard to any or all Obligations, and (y) if an Event of Default under Section 10.1(h) exists and is continuing, the Agent may in its discretion (and shall upon written direction of Required Lenders) with regard to the German Obligations, do any one or more of the following from time to time:

(a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Obligors to the fullest extent permitted by law;

(b) terminate, reduce or condition any Revolver Commitment, or make any adjustment to the Borrowing Base or its component definitions;

(c) require Obligors to Cash Collateralize LC Obligations, and, if Obligors fail promptly to deposit such Cash Collateral, the Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6.2 are satisfied); and

(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC or the PPSA. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Obligors to assemble Collateral, at Obligor’s expense, and make it available to the Agent at a place designated by the Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by any Obligor, such Obligor agrees not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as the Agent, in its discretion, deems advisable. Each Obligor agrees that 10 days’ notice of any proposed sale or other disposition of Collateral by the Agent shall be reasonable. The Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. The Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and the Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.

10.3 Setoff. At any time during the existence and continuance of an Event of Default, after acceleration of the Revolver Loans, the Agent, the Issuing Bank, the Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, by each Obligor, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency), funds, claims, obligations, liabilities or other Debt at any time held or owing by the Agent, the Issuing Bank, such Lender or such Affiliate to or for the credit or the account of any Obligor against any Secured Obligations of such Obligor (other than, with respect to any Obligor, Excluded Hedging Obligations with respect to such Obligor), irrespective of whether or not the Agent, the Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Agent, the Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on

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such indebtedness. The rights of the Agent, the Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have. Each Lender and the Issuing Bank agrees to promptly notify the Borrowers and the Agent after any such setoff and application.

10.4 Remedies Cumulative; No Waiver.

10.4.1 Cumulative Rights. All agreements, covenants, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents are cumulative and not in derogation or substitution of each other. The rights and remedies of the Agent and the Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies available to the Agent and the Lenders by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

10.4.2 Waivers. No waiver or course of dealing shall be established by (a) the failure or delay of the Agent or any Lender to require strict performance by the Obligors with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Revolver Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by the Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein.

SECTION 11. AGENT

11.1 Appointment, Authority and Duties of the Agent.

11.1.1 Appointment and Authority. Each Secured Party hereby irrevocably appoints and designates Bank of America as the Agent, Barclays Bank PLC as the Documentation Agent, Keybank National Association and Société Générale as the Amendment Documentation Agents, under all Loan Documents and each of Bank of America, Barclays Bank PLC, Keybank National Association and Société Générale hereby accepts such appointment. The Agent may, and each Secured Party authorizes the Agent to, enter into all Loan Documents to which the Agent is intended to be a party and accept all Security Documents, for the benefit of Secured Parties. Each Secured Party agrees that any action taken by the Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, the Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as the Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. No Secured Party shall have any right individually to take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of the Agent shall be ministerial and administrative in nature, and the Agent shall not have a fiduciary relationship with any Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. The Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts, Eligible Inventory, Eligible German

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Accounts and Eligible German Inventory, whether to impose or release any Availability Reserve, or whether any conditions to funding or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate the Agent from liability to any Lender or other Person for any error in judgment.

11.1.2 Duties. The Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon the Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement. Each Documentation Agent, in its capacity as such, shall have no obligations, duties or responsibilities under this Agreement but shall be entitled to all benefits of this Section 11.

11.1.3 Agent Professionals. The Agent may perform its duties through agents and employees. The Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional.

11.1.4 Instructions of Required Lenders. The rights and remedies conferred upon the Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. The Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against all Claims that could be incurred by the Agent in connection with any act. The Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and the Agent shall not incur liability to any Lender by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of specific Lenders or Secured Parties shall be required to the extent provided in Section 14.1.1. In no event shall the Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

11.2 Agreements Regarding Collateral and Field Examination Reports.

11.2.1 Possession of Collateral. The Agent and Secured Parties appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify the Agent thereof and, promptly upon the Agent’s request, deliver such Collateral to the Agent or otherwise deal with it in accordance with the Agent’s instructions.

11.2.2 Reports. The Agent shall promptly forward to each Lender, when complete, copies of any field audit, examination or appraisal report prepared by or for the Agent with respect to any Obligor or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor the Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that the Agent or any other Person performing any audit or examination will inspect only specific information regarding the Collateral and will rely significantly upon the Borrowers’ books and records as well as upon representations of the Borrowers’ officers and employees; and (c) to keep all Reports confidential in accordance with Section 14.11 and not to distribute or use any Report in any manner other than administration of the Revolver Loans and other Obligations. Each Lender shall indemnify and hold harmless the Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of the Agent furnishing a Report to such Lender.

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11.3 Reliance By the Agent. The Agent shall be entitled to rely, and shall not incur any liability in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of the Agent Professionals. The Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any such delay in acting.

11.4 Action Upon Default. The Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify the Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except with the written consent of the Required Lenders, it will not take any Enforcement Action, accelerate Obligations, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC and PPSA sales or other similar dispositions of Collateral or to assert any rights relating to any Collateral.

11.5 Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5.1, as applicable, such Lender shall forthwith purchase from the Agent, the Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5.1, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the amount thereof to the Agent for application under Section 4.2.2 and it shall provide a written statement to the Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against any Dominion Account without the prior consent of the Agent.

11.6 Limitation on Responsibilities of the Agent. The Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Agent’s gross negligence or willful misconduct. The Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. The Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Secured Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Secured Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

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11.7 Successor Agent and Co-Agents.

11.7.1 Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Lead Borrower. Upon receipt of such notice, Required Lenders shall have the right, in consultation with (and with the consent of) the Lead Borrower, to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Event of Default exists under Sections 10.1(a) and 10.1(h) (with respect to the Lead Borrower only) is subject to the approval of the Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent, then the Agent may appoint a successor agent from among the Lenders or, if no Lender accepts such role, the Agent may appoint Required Lenders as successor Agent. Upon acceptance by a successor Agent of an appointment to serve as the Agent hereunder, or upon appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Section 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 11 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while the Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

11.7.2 Separate Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If the Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, the Agent may appoint, subject to the approval of the Lead Borrower (such approval not to be unreasonably withheld or delayed), an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If the Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to the Agent under the Loan Documents shall also be vested in such separate agent. The parties acknowledge that the Term Loan Agent may be acting as collateral agent for the Agent and the Lenders with respect to Real Estate, equipment and other Term Priority Collateral and the Agent hereby appoints the Term Loan Agent to act in such capacity. Secured Parties shall execute and deliver such documents as the Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by the Agent until appointment of a new agent.

11.8 Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon the Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Revolver Loans and participate in LC Obligations hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Secured Obligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Revolver Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly required to be furnished to or expressly requested by a Lender, the Agent shall have no

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duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to the Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of the Agent or its Affiliates.

11.9 Remittance of Payments and Collections.

11.9.1 Remittances Generally.

(a) All payments by any Lender (other than Lenders of German Revolver Loans which shall be pursuant to clause (b) below) to the Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by the Agent and request for payment is made by the Agent by 11:00 a.m. (New York City time) on a Business Day, payment shall be made by Lender not later than 2:00 p.m. (New York City time) on such day, and if request is made after 11:00 a.m. (New York City time), then payment shall be made by 11:00 a.m. (New York City time) on the next Business Day. Payment by the Agent to any Secured Party shall be made by wire transfer, in the type of funds received by the Agent. Any such payment shall be subject to the Agent’s right of offset for any amounts due from such payee under the Loan Documents.

(b) All payments by any Lender of German Revolver Loans to the Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by the Agent and request for payment is made by the Agent by 11:00 a.m. (London time GMT) on a Business Day, payment shall be made by Lender not later than 2:00 p.m. (London time GMT) on such day, and if request is made after 11:00 a.m. (London time GMT), then payment shall be made by 11:00 a.m. (London time GMT) on the next Business Day. Payment by the Agent to any Secured Party shall be made by wire transfer, in the type of funds received by the Agent. Any such payment shall be subject to the Agent’s right of offset for any amounts due from such payee under the Loan Documents.

11.9.2 Failure to Pay. If any Secured Party fails to pay any amount when due by it to the Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by the Agent as customary in the banking industry for interbank compensation. In no event shall Borrower be entitled to receive credit for any interest paid by a Secured Party to the Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by the Agent pursuant to Section 4.2.

11.9.3 Recovery of Payments. If the Agent pays any amount to a Secured Party in the expectation that a related payment will be received by the Agent from an Obligor and such related payment is not received, then the Agent may recover such amount from each Secured Party that received it. If the Agent determines at any time that an amount received under any Loan Document must be returned to an Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, the Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by the Agent to any Secured Obligations are later required to be returned by the Agent pursuant to Applicable Law, each Lender shall pay to the Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned.

11.10 The Agent in its Individual Capacity. As a Lender, Bank of America shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Bank of America and its Affiliates may accept deposits from, lend money to, provide Bank Products to, act as financial or

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other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as if Bank of America were not the Agent hereunder, without any duty to account therefor to the Lenders. In their individual capacities, Bank of America and its Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Secured Party agrees that Bank of America and its Affiliates shall be under no obligation to provide such information to any Secured Party, if acquired in such individual capacity.

11.11 Agent Titles. Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

11.12 Bank Product Providers. Each Secured Bank Product Provider, by delivery of a notice to the Agent of a Bank Product, agrees to be bound by Section 5.5 and this Section 11. Each Secured Bank Product Provider shall indemnify and hold harmless the Agent Indemnitees, to the extent not reimbursed by Obligors, against all Claims that may be incurred by or asserted against any Agent Indemnitee in connection with such provider’s Secured Bank Product Obligations.

11.13 Survival. This Section 11 shall survive Full Payment of the Obligations. Other than Section Sections 11.1, 11.4 and 11.7, this Section 11 does not confer any rights or benefits upon Borrowers or any other Person. As between Borrowers and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Secured Parties.

11.14 Withholding Tax. To the extent required by any Applicable Law, the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 5.1, each Lender shall indemnify and hold harmless the Agent against, within 10 days after written demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel Agent) incurred by or asserted against the Agent by the IRS or any other Governmental Authority as a result of the failure of the Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Agent under this Section 11.14. The agreements in this Section 11.14 shall survive the resignation and/or replacement of the Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Revolver Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, for purposes of this Section 11.14, the term “Lender” includes any Issuing Bank and any Swingline Lender.

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11.15 Quebec Liens (Hypothecs). For the purposes of holding any Liens (hypothecs) granted by any Obligor pursuant to any Quebec law governed Canadian Security Documents that secure the payment of all indebtedness, liabilities and other obligations, present and future, owed by an Obligor to the Agent and Secured Parties hereunder and under the other Loan Documents, the Secured Parties hereby appoint the Agent as hypothecary representative for all purposes of Article 2692 of the Civil Code of Québec, and, more specifically, all present and future Secured Parties. Each Secured Party therefore appoints the Agent as its hypothecary representative to hold the Liens created pursuant to such Quebec law governed Canadian Security Documents in order to secure the indebtedness, liabilities and other obligations, present and future, owed by an Obligor to the Agent and such Secured Parties hereunder and under the other Loan Documents. By executing an Assignment and Acceptance, each future Secured Party shall be deemed to ratify the appointment of the Agent as hypothecary representative hereunder. The substitution of the Agent pursuant to the provisions of this Section 11 shall also constitute the substitution of the Agent as hypothecary representative hereunder.

SECTION 12. BENEFIT OF AGREEMENT; ASSIGNMENTS

12.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent, the Lenders, Secured Parties, and their respective successors and permitted assigns. No Borrower shall have the right to assign its rights or delegate its obligations under any Loan Documents without the consent of each Lender (other than in a transaction specifically permitted hereby). The Agent may treat the Person which made any Revolver Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 12.3. Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

12.2 Participations.

12.2.1 Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time, without notice to or any requirement to obtain the consent of the Obligors, sell to a financial institution other than a Defaulting Lender or a Disqualified Institution (“Participant”) a participating interest in the rights and obligations of such Lender under this Agreement. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Revolver Loans and Revolver Commitments for all purposes, all amounts payable by the Obligors shall be determined as if such Lender had not sold such participating interests, and the Obligors and the Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and the Agent and the other Lenders shall not have any obligation or liability to any such Participant. Subject to the next succeeding sentence, the Obligors agree that each Participant shall be entitled to the benefits of Section 3.6 and Section 5.8 (subject to the limitations and requirements of such Section and Section 5.9). A Participant shall not be entitled to receive any greater amount pursuant to any such Sections than the Applicable Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such Participant, unless the sale of the participation to such Participant is made with the Lead Borrower’s prior written consent (not to be unreasonably withheld or delayed), which written consent shall specifically acknowledge that such consent is pursuant to this Section 12.2.1.

12.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Revolver Loan or Revolver Commitment in which such Participant has an interest, postpones

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the Commitment Termination Date or any date fixed for the payment of interest or fees on such Revolver Loan or Revolver Commitment, or releases any Borrower, Guarantor or substantial portion of the Collateral (other than any such release permitted pursuant to the terms of the Agreement or the other Loan Documents).

12.2.3 Benefit of Set-Off. The Obligors agree that each Participant shall be entitled to the benefits of Section 10.3 in respect of its participating interest to the same extent as if such interest were owing directly to a Lender. By exercising any right of set-off, a Participant agrees to share with the Lenders all amounts received through its set-off, in accordance with Section 11.5 as if such Participant were a Lender.

12.2.4 Participant Register. Each Lender, acting for this purpose as a non-fiduciary agent of the Obligors, shall maintain at its offices a record of each agreement or instrument effecting any participation and a register for the recordation in book entry form of the names and addresses of its Participants and their rights with respect to principal amounts (and stated interest) of each Participant’s interest in the Revolver Loans from time to time (each a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in the Revolver Commitments, Revolver Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Revolver Commitment, Revolver Loan or other obligation is in registered form under Section 5.f103-1(c) of the U.S. Treasury Regulations. The entries in each Participant Register shall be conclusive and the Obligors and the Lenders may treat each Person whose name is recorded in a Participant Register as the Participant for all purposes of this Agreement, notwithstanding notice to the contrary.

12.3 Assignments.

12.3.1 Permitted Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under this Agreement, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Revolver Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by the Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance; provided, however, that each such assignment of Commitments under wither the Canadian Sub-Facility or the U.S. Sub-Facility shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolver Loan and any related Revolver Commitments, including the obligations under each of the Canadian Sub-Facility and the U.S. Sub-Facility. Nothing herein shall limit the right of a Lender to pledge or assign any rights under this Agreement to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank or (ii) counterparties to swap agreements relating to any Revolver Loans (other than a Disqualified Institution); provided, however, that any payment by the Obligors to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Obligors’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder.

12.3.2 Effect; Effective Date. Upon delivery to the Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500 (unless otherwise agreed by the Agent in its discretion) and upon the recordation thereof in the Register (as defined below), the assignment shall become

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effective as specified in the notice, if it complies with this Section 12.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender under this Agreement, and shall have all rights and obligations of a Lender hereunder. Upon consummation of an assignment, the transferor Lender, the Agent and the Obligors shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable. The transferee Lender shall comply with Section 5.9 and deliver, upon request, an administrative questionnaire satisfactory to the Agent.

12.3.3 Certain Assignees. No assignment may be made to a Borrower, Affiliate of a Borrower, Disqualified Institution, Defaulting Lender or natural person. In connection with any assignment by a Defaulting Lender, such assignment shall only be effective upon payment by the Eligible Assignee or Defaulting Lender to the Agent of an aggregate amount sufficient, upon distribution (through direct payment, purchases of participations or subparticipations, or other compensating actions as the Agent deems appropriate), (a) to satisfy all funding and payment liabilities then owing by the Defaulting Lender hereunder, and (b) to acquire its Pro Rata share of all Revolver Loans and LC Obligations. If an assignment by a Defaulting Lender shall become effective under Applicable Law for any reason without compliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all purposes until such compliance occurs.

12.3.4 Register. The Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each assignment notice delivered to it and a register (the “Register”) for the recordation in book entry form of the names and addresses of the Lenders, and the commitment of, and principal amount of the Revolver Loans (and stated interest thereon) owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive, and the Obligors shall 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 Lead Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed assignment notice executed by an assigning Lender and an assignee, the processing and recordation fee referred to in Section 12.3.2 and any written consent to such assignment required by Section 12.3.2, the Agent shall accept such assignment notice and record the information contained therein in the Register.

12.4 Replacement of Certain Lenders. If (a) a Lender fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (b) a Lender requests compensation under Section 3.7, (c) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.8 or (d) any Lender is a Defaulting Lender, then, in addition to any other rights and remedies that any Person may have, the Agent or the Lead Borrower may, by notice to such Lender, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 10 days after the notice. The Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge). The Borrowers shall be responsible for all costs and expenses related to any such assignment pursuant to the terms of Section 14.2.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, any assignment or participation made by a Lender in violation of the provisions of this Section 12 shall be void ab initio and, in the case of assignments, the Disqualified Institution shall be deleted from the Register and the Borrowers shall be entitled to seek specific performance to unwind any such assignment or participation in addition to any other remedies available to the Borrowers at law or in equity; provided that the Agent shall not be responsible for, nor have any liability in connection with, maintaining, updating,

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monitoring or enforcing the list of Disqualified Institutions unless caused by or is the result of the negligence (including, without limitation, gross negligence), bad faith or willful misconduct of the Agent or its Affiliates.

SECTION 13. GUARANTEE

13.1 The Guarantee.

(a) The U.S. Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the U.S. Secured Obligations (including all U.S. Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Commodity Exchange Act. The U.S. Guarantors hereby further agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Secured Obligations, the U.S. Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

(b) The Canadian Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations (including all Canadian Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Commodity Exchange Act. The Canadian Guarantors hereby further agree that if the Canadian Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Secured Obligations, the Canadian Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

(c) Subject to Sections 13.9 and 13.10 hereof and subject to any local law limitation contained in any joinder agreement as contemplated by Section 9.1.9(e), the German Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the German Secured Obligations (including all German Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Commodity Exchange Act. The German Guarantors hereby further agree that if any German Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the German Secured Obligations, the German Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the German Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

(d) Subject to Sections 13.9 and 13.10 hereof and, solely in the case of a German Guarantor subject to any local law limitation contained in any joinder agreement as contemplated by Section 9.1.9(e), each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under this Guaranty in respect of Hedging Agreements

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(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 13.1 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 13.1, or otherwise under this Guaranty, as it relates to such other Obligor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of this Guaranty in accordance with Section 13.2 hereof. Each Qualified ECP Guarantor intends that this Section 13.1 constitute, and this Section 13.1 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

13.2 Obligations Unconditional. The obligations of the Guarantors under Section 13.1 are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the other Loan Documents or any other agreement or instrument referred to herein or therein or reasonably related thereto, or any substitution, release or exchange of any other guarantee of or security for any of the Secured Obligations, and, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than a defense of Full Payment), it being the intent of this Section 13.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder, which shall remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to such Guarantors, the time for any performance of or compliance with any of the Secured Obligations shall be extended, or such performance or compliance shall be waived;

(ii) solely with respect to any Canadian Guarantor, any change in the time, manner or place of the payment of, or in any other term of, all or any of the Canadian Obligations, or any amendment or modification of or any consent to departure from this Agreement or any other Loan Document;

(iii) any of the acts mentioned in any of the provisions hereof or of the other Loan Documents or any other agreement or instrument referred to herein or therein or reasonably related thereto shall be done or omitted;

(iv) the maturity of any of the Secured Obligations shall be accelerated, or any of the Secured Obligations shall be modified, supplemented or amended in any respect, or any right hereunder or under the other Loan Documents or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Secured Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(v) solely with respect to any Canadian Guarantor, any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Canadian Secured Obligations, by operation of law or otherwise;

(vi) solely with respect to any Canadian Guarantor, any change in the corporate existence, structure or ownership of the Canadian Borrower or any other guarantor of or other Person liable for any of the Canadian Secured Obligations;

(vii) solely with respect to any Canadian Guarantor, any insolvency, bankruptcy, arrangement, winding up reorganization or other similar Insolvency Proceeding affecting any Canadian Obligor, or their assets or any resulting release or discharge of any obligation of any Canadian Obligor;

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(viii) solely with respect to any Canadian Guarantor, the existence of any claim, setoff or other rights which any Canadian Guarantor may have at any time against any Canadian Obligor, the Agent, any Issuing Bank, any Swingline Lender, any Lender, or any other Person, whether in connection herewith or in any unrelated transactions;

(ix) any Lien or security interest granted to, or in favor of, the Agent, the Issuing Bank or any Lender or the Lenders as security for any of the Secured Obligations shall fail to be perfected; or

(x) solely with respect to any Canadian Guarantor, any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Canadian Borrower in respect of the Canadian Obligations or a Canadian Guarantor in respect of this guarantee or the Canadian Secured Obligations.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent, the Issuing Bank or any Lender exhaust any right, power or remedy or proceed against any Borrower hereunder or under the other Loan Documents or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations. The Guarantors hereby expressly waive the benefits of division and discussion.

13.3 Reinstatement. The obligations of the Guarantors under this Section 13 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Agent, the Issuing Bank and each Lender pursuant to Section 14.2.

13.4 Subrogation. Until such time as the Full Payment of the Obligations guaranteed by such Guarantor pursuant to Section 13.1, each of the Guarantors hereby agrees not to enforce any rights of subrogation, contribution or indemnity that it may have, whether arising by contract or operation of law (including, without limitation, any such right arising under the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada)) or otherwise by reason of any payment by it pursuant to the provisions of this Section 13.

13.5 Remedies. The Guarantors agree that, as between the Guarantors and the Lenders, the Obligations of any Borrower hereunder may be declared to be forthwith due and payable as provided in Section 10.2 (and shall be deemed to have become automatically due and payable to the extent set forth as so in Section 10.2) for purposes of Section 13.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such Obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such Obligations being deemed to have become automatically due and payable), such Obligations (whether or not due and payable by any Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 13.1.

13.6 Continuing Guarantee. The guarantee in this Section 13 is a continuing guarantee and shall apply to all Secured Obligations whenever arising.

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13.7 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of each applicable Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of non-payment of the Secured Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this guarantee, and agrees that none of the Agent, any Issuing Bank, any Swingline Lender or any Lender shall have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

13.8 General Limitation on Amount of Obligations Guaranteed. In any action or proceeding involving any state, Federal or non-U.S. corporate law, or any state, Federal or non-U.S. bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if any portion of the obligations of the Guarantors under Section 13.1 would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 13.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by the Guarantors, any Lender, the Agent or other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

13.9 German Limitations.

13.9.1 Guarantee Limitations.

(a) The restrictions in this Section 13.9 shall apply to any guarantee and indemnity granted by a German Guarantor existing under the laws of Germany as a limited liability company (“GmbH”) that guarantee or secure liabilities of its direct or indirect shareholder(s) (upstream) or a Subsidiary of such shareholder cross-stream, excluding any direct or indirect Subsidiary of such German Guarantor (hereinafter a “Guarantee”).

(b) The restrictions in this Section 13.9 shall not apply: (i) to the extent the German Guarantor secures any indebtedness under any Loan Documents in respect of (A) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is still outstanding or (B) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s direct or indirect Subsidiaries; (ii) if, at the time of enforcement of the Guarantee a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) (either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) exists (besteht) between the relevant German Guarantor as a dominated company and (A) in case that German Guarantor is a Subsidiary of the relevant affiliate whose obligations are secured by the relevant Guarantee, that affiliate; or (B) in case the German Guarantor and the relevant affiliate whose obligations are secured by the relevant Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, such affiliate as dominating entity (beherrschendes Unternehmen); (iii) to the extent any payment under the Guarantee demanded by any Secured Party from the relevant German Guarantor is covered (gedeckt) by means of a fully valuable and recoverable consideration or recourse claim (Gegenleistungs- oder Rückgewähranspruch) of the German Guarantor against the affiliate whose obligations are guaranteed or secured by the relevant Guarantee; or (iv) if the relevant German Guarantor has not complied with its obligations pursuant to Sections 13.9.2 and 13.9.4 below.

13.9.2 Restrictions on Payment.

(a) The parties to this Agreement agree that if payment under the Guarantee would cause the amount of a German Guarantor’s net assets, as calculated pursuant to Section 13.9.3 below,

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to fall below the amount required to maintain its registered share capital (Stammkapital) or increase an existing shortage of its registered share capital (Stammkapital) in each case in violation of section 30 of the German Act on Limited Liability Companies (“GmbHG”), (such event is hereinafter referred to as a “Capital Impairment”), then the Secured Parties shall, subject to Sections 13.9.3 and 13.9.4 below, not enforce the Guarantee against such German Guarantor if and to the extent such Capital Impairment would occur.

(b) If the relevant German Guarantor does not notify the Agent in writing (the “Management Notification”) within five (5) Business Days after the making of a demand against that German Guarantor under the Guarantee: (i) to what extent such Guarantee is a upstream or cross-stream guarantee or indemnity; and (ii) to what extent a Capital Impairment would occur as a result of an enforcement of the Guarantee (setting out in reasonable detail to what extent the share capital would fall below the stated share capital or an increase of an existing shortage would occur, providing an up-to-date pro forma balance sheet and a statement if and to what extent a realization or other measures undertaken in accordance with the mitigation provisions set out in Section 13.9.4 below would not prevent such situation), then the restrictions set out in paragraph (a) of this Section 13.9.2 shall cease to apply until such Management Notification has been delivered.

(c) If the Agent (acting on the instructions of all the Lenders) disagrees with the Management Notification, it may within twenty (20) Business Days of its receipt, request the relevant German Guarantor to provide to the Agent within forty-five (45) Business Days of receipt of such request a determination by auditors of international standard and reputation (the “Auditor’s Determination”) appointed by the German Guarantor (at its own cost and expense) of the amount in which the payment under the Guarantee would cause a Capital Impairment.

(d) If the Agent (acting on the instructions of all the Lenders) disagrees with the Auditor’s Determination, it shall notify the respective German Guarantor accordingly. The Secured Parties shall only be entitled to enforce the Guarantee up to the amount which is undisputed between themselves and the respective German Guarantor in accordance with the provisions of paragraphs (a) through (c) of this Section 13.9.2. In relation to the amount which is disputed by the Agent (acting on the instructions of all the Lenders), the Secured Parties shall be entitled to further pursue their claims under the guarantee and/or indemnity (if any) in court.

13.9.3 Net Assets. The net assets (Reinvermögen) of the German Guarantor (the “Net Assets”) shall be calculated in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsgemäßer Buchführung) and for the purposes of calculating the Net Assets, the following balance sheet items shall be adjusted as follows:

(a) the amount of any increase in the registered share capital of the relevant German Guarantor which was carried out after the relevant German Guarantor became a party to this Agreement without the prior written consent of the Agent shall be deducted from the amount of the registered share capital of the relevant German Guarantor;

(b) loans provided to the German Guarantor by any Loan Party or Restricted Subsidiary to the extent such loan has not yet been discharged shall be disregarded; and

(c) loans or other liabilities incurred by the relevant German Guarantor in breach of the Loan Documents shall not be taken into account as liabilities.

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13.9.4 Mitigation. Where a German Guarantor claims in accordance with the provisions of Section 13.9.2 that the Guarantee can only be enforced in a limited amount, it shall realize, to the extent lawful and commercially justifiable, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets and are not necessary (betriebsnotwendig) for the relevant German Guarantor’s business.

13.9.5 No waiver. Nothing in this Section 13.9 shall limit the enforceability (other than as specifically set out herein), legality or validity of this Guarantee or prevent the Secured Parties from claiming in court that the provision of this Guarantee and/or making payments under this Guarantee by the relevant German Guarantor does not fall within the scope of sections 30 and 31 of the GmbHG. The agreement of the Secured Parties to abstain from demanding any or part of the payment under this Guarantee in accordance with the provisions above shall not constitute a waiver (Verzicht) of any right granted under this Agreement or any other Loan Document to the Secured Parties. No reduction of the amount enforceable under the Guarantee in accordance with the above limitations will prejudice the rights of the Secured Parties to continue enforcing such guarantee and/or indemnity (subject always to the restrictions set out in this Section 13.9 at the time of such enforcement) until full and irrevocable satisfaction of all amounts owed under the Guarantee.

13.9.6 Limitations for GmbH & Co. KG. The provisions of Sections 13.9.1 through 13.9.6 and Section 13.9.7 shall apply to the limited partner in the form of a German limited liability company of a limited partnership with a German limited liability company as its general partner (GmbH & Co. KG) mutatis mutandis and all references to Net Assets shall be construed as references to the Net Assets of the general partner of such limited partnership.

13.9.7 Interpretation. The provisions of Sections 13.9.1 through Section 13.9.7 shall be interpreted in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsgemäßer Buchführung).

13.10 Belgian Limitations

13.10.1 As concerns any Belgian Guarantor, the guarantee granted under this Section 13 and any indemnity provision under this Agreement do not apply to the extent that this would result in unlawful financial assistance within the meaning of Articles 329, 430 or 629 (as applicable) of the Belgian Companies Code or any equivalent and applicable provisions under the laws of any other jurisdiction.

13.10.2 The total liability of any Belgian Guarantor under this Agreement shall at all times be limited to an amount not exceeding the higher of:

(a) the aggregate of:

(A) any amounts borrowed by it or its direct or indirect Subsidiaries, if any, under this Agreement; and

(B) all loans, advances or facilities made to that Belgian Guarantor or any of its Subsidiaries by any of Holdings or any of its Subsidiaries directly and/or indirectly using all or part of the proceeds under this Agreement (whether or not such loan, advance or facility is retained by that Belgian Guarantor or the relevant Subsidiary for its own purposes or on-lent) at the time the relevant demand is made (without any reduction for any repayment thereof);

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(b) ninety percent (90%) of its net assets (netto-actief/actif net) as referred to in Article 429 of the Belgian Companies Code and Belgian GAAP, as shown by its most recent audited annual financial statements on the Third Restatement Date; or

(c) ninety percent (90%) of its net assets (netto-actief/actif net) as referred to in Article 429 of the Belgian Companies Code and Belgian GAAP, as shown by its most recent audited annual financial statements at the time the relevant demand is made.

For purposes of this Section 13.10, “Belgian GAAP” means the general accepted accounting principles, standards and practices in Belgium, including IFRS. All calculations under this Section 13.10 shall be made without double counting.

13.11 Italian Limitations

13.11.1 Notwithstanding anything to the contrary contained herein and/or in any other Loan Document, solely with respect to the German Guarantors incorporated under the laws of Italy (each, an “Italian Guarantor”), each Italian Guarantor guarantees the due and punctual payment and performance of all German Obligations provided that:

(a) the obligations guaranteed by an Italian Guarantor and any other payment obligations of such Italian Guarantor under any Loan Document to which it is a party shall not, at any time, include obligations which, if guaranteed by such Italian Guarantor, could cause a breach of the Italian provisions on:

(A) financial assistance (including, but not limited to, the provisions of article 2474 of the Italian civil code); or

(B) the maximum interest rate permitted under Italian usury law;

(b) any claim against any Italian Guarantor, including accessories damages and indemnities, claims for breach of representations, undertakings, covenants, tax gross up indemnities and any other claim, shall not exceed, at any time, an amount equal to the higher of:

(A) 130% of the sum of:

(i) any outstanding amounts borrowed by the relevant Italian Guarantor under any Loan Document to which it is a party; and

(ii) the aggregate outstanding amount, from time to time, of any intercompany loan, documentary credit or any other item constituting financial indebtedness made available to it (or any of its direct or indirect subsidiary) by using, directly or indirectly, the proceeds of any loan under this Agreement; and

(B) 80% of the “patrimonio netto” (net worth) of any such Italian Guarantor as such term is defined in article 2424 of the Italian civil code, as resulting from the most recent balance sheet approved by its quotaholders or, if earlier, from any interim financial statement (“situazione patrimoniale”) approved by its board of directors or sole director, as the case may be;

(c) without prejudice to paragraph (c) in Section 13.1 above, for the purposes of article 1938 of the Italian civil code, it is expressly agreed and understood that the maximum amount that an Italian Guarantor may be required to pay in respect to the German Obligations shall not exceed Euro 1,400,000.

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SECTION 14. MISCELLANEOUS

14.1 Consents, Amendments and Waivers.

14.1.1 Amendment. Except as provided in Sections 2.1.4, 2.1.8 and 2.1.9, no modification of any Loan Document, including any amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written consent of the Required Lenders (or the Agent at the direction of the Required Lenders) and each Obligor party to such Loan Document; provided, however, that:

(a) without the prior written consent of the Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of the Agent;

(b) without the prior written consent of each Issuing Bank, no modification shall be effective with respect to any LC Obligations, Section 2.2 or any other provision in a Loan Document that relates to any rights and duties of such Issuing Bank;

(c) without the prior written consent of each affected Lender, directly and adversely affected thereby (but not the consent of the Required Lenders), including a Defaulting Lender that is an affected Lender, no modification shall be effective that would (i) increase or extend the Revolver Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, and accrued and unpaid interest or fees payable to such Lender (except as provided in Section 4.2); (iii) amend this clause (c) (provided that for purposes of this clause (c), it being understood that (A) waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Revolver Commitments shall not constitute an increase of the Revolver Commitments of any Lender; (B) a waiver or reduction of Default Interest (or other post-petition increase in interest) shall be effective with the consent of the Required Lenders (and shall not require the consent of each directly and adversely affected Lender); and (C) any modification to the Fixed Charge Coverage Ratio or the component definitions thereof shall not constitute a reduction in the rate of interest or a reduction of fees) or (iv) alter Section 5.5;

(d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall be effective that would (i) alter this Section 14.1.1; (ii) release all or substantially all of the value of the guarantees hereunder or all or substantially all of the Collateral (it being understood that a Permitted Asset Disposition and/or Permitted Investment shall not constitute a release of all or substantially all of the Collateral); or (iii) release any Obligor from its guarantee or other liability for any Obligations, except for any merger, consolidation, amalgamation dissolution or liquidation of an Obligor permitted hereunder or as otherwise permitted hereunder;

(e) without the prior written consent of the Supermajority Lenders, no modification shall be effective that would (i) increase any Borrowing Base advance rates or (ii) amend the definition of “Borrowing Base”, “Canadian Borrowing Base”, “U.S. Borrowing Base”, “German Borrowing Base” or any of their respective component definitions in a manner that results in an

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increase in the Borrowing Base; provided that the foregoing shall not limit the discretion of the Agent to change, establish or eliminate any Availability Reserves or to add Accounts or Inventory acquired in connection with Permitted Acquisitions to the Borrowing Base as provided herein; and

(f) Limitations. Any waiver or consent granted by the Agent or the Lenders hereunder shall be effective only if in writing and only for the matter specified.

(g) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Lead Borrower, the Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any bankruptcy plan, each Disqualified Institution party hereto hereby agrees (1) not to vote on such bankruptcy plan, (2) if such Disqualified Institution does vote on such bankruptcy plan notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other debtor relief laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other debtor relief laws) and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). Notwithstanding anything to the contrary contained in this Agreement, a Disqualified Institution or an Affiliate of a Disqualified Institution shall not have the right (unless waived by the Lead Borrower) to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Lead Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders. Any such Disqualified Institution or Affiliate of a Disqualified Institution described in the foregoing sentence that is designated in writing by the Lead Borrower to the Agent (who shall promptly provide notice thereof to the Lenders) as not being eligible to receive information in respect of Holdings and its Subsidiaries provided by or on behalf of the Lead Borrower to Lenders hereunder other than any such information that is provided for distribution to Public Lenders shall constitute a “Designated Competitor Affiliate.”

14.1.2 Errors. If the Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical nature in the Loan Documents, then the Agent and the Borrowers shall be permitted to amend such provision without any further action or consent of any other party to such Loan Document if the same is not objected to in writing by the Required Lenders to the Agent within five business days following receipt of notice thereof.

14.2 Indemnification and Expenses.

(a) Each Obligor will indemnify the Agent, the Lenders, each of their affiliates, and the officers, directors, employees, advisors, agents, controlling persons and other representatives of the foregoing (the “Indemnified Parties”), and hold them harmless from and against all losses, claims, damages and liabilities, and any expenses of a third party that may be awarded against any of them, and reimburse the Indemnified Parties for reasonable, documented and invoiced out-of-pocket expenses (but limited,

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in the case of legal fees and expenses, to the reasonable and documented fees of one firm of U.S. counsel, one firm of Canadian counsel and one firm of German counsel for all Indemnified Parties, taken as a whole, and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction (which may include a single counsel acting in multiple jurisdictions) to all Indemnified Parties, taken as a whole (and, solely in the case of an actual or perceived conflict of interest, where the Indemnified Party affected by such conflict informs the Lead Borrower of such conflict and thereafter retains its own counsel, of one firm of counsel to all such affected Indemnified Parties, taken as a whole)) of any such Indemnified Party arising out of or relating to (a) any litigation, investigation or other proceeding (regardless of whether such Indemnified Party is a party thereto and whether or not such proceedings are brought by the Lead Borrower, its equity holders, its Affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby, the Original Credit Agreement, the Amended Credit Agreement, the Second Amended Credit Agreement and in the other Loan Documents and the use or intended use of proceeds thereof, or (b) any Environmental Claims that may be incurred or asserted against any Indemnified Party arising from any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Borrower at any time, or any Environmental Claim related in any way to any Borrower or Restricted Subsidiary; provided that no Indemnified Person will be indemnified for any loss, claim, damage, liability or expense to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) a material breach of the Loan Documents by any such Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) any dispute solely among Indemnified Parties and not arising out of or in connection with any act or omission of the Lead Borrower or its Subsidiaries or the Sponsor (other than a dispute involving claims against the Agent, any Lead Arrangers or any other agent or co-agent (if any) designated with respect to the Lenders or any Issuing Bank, in each case solely in their respective capacities as such). Notwithstanding the foregoing, each Indemnified Party shall be obligated to refund and return any and all amounts paid by the Borrowers to such Indemnified Person for fees, expenses or damages to the extent that such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof. The Borrowers shall pay all reasonable, documented and invoiced out-of-pocket costs and expenses of the Agent associated with the syndication of the Revolver Commitments and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Loan Documents (including field examination costs (which, if performed by the Agent, shall be charged at a rate of $1,000 per day per person)) and appraisal costs and Extraordinary Expenses and limited (notwithstanding anything to the contrary herein), in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one U.S. firm of counsel, one Canadian firm of counsel and one German firm of counsel to the Agent (and, if reasonably necessary, one firm of local counsel in any relevant jurisdiction); provided that, such costs and expenses shall be payable within 30 days of a written demand therefor, together with backup documentation supporting such reimbursement request. This Section 14.2 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in New York, New York. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Agent of the amount due, the applicable Borrower will, on the date of receipt by the Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary

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to ensure that the amount received by the Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Agent is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due which the Agent is so able to purchase is less than the amount of the Currency Due originally due to it, the applicable Borrower shall indemnify and save the Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Agent from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

(c) Notwithstanding anything in this Section 14.2 to the contrary, (i) funds received from or held by any Canadian Borrowing Base Obligor shall be applied only to the payment of the Canadian Obligations and shall not be applied to the payment of the U.S. Obligations and (ii) funds received from or held by any German Borrower or any European Guarantor shall be applied only to the payment of the German Obligations and shall not be applied to the payment of the U.S. Obligations.

14.3 Notices and Communications.

14.3.1 Notice Address. Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission or other electronic transmission (including “.pdf” or “.tif” format) pursuant to the terms of this Agreement, and shall be given to any U.S. Borrower, pursuant to Lead Borrower’s contact information shown on the signature pages hereof, and to any other Person pursuant to its contact information shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Third Restatement Date, pursuant to its contact information shown on its Assignment and Acceptance), or pursuant to such other contact information as a party may hereafter specify by notice in accordance with this Section 14.3. Each such notice or other communication shall be effective only (a) if given by facsimile transmission or other electronic transmission, when transmitted to the applicable facsimile number or email address, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Any written notice or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by the Lead Borrower shall be deemed received by all Borrowers.

14.3.2 Electronic Communications. Electronic mail and internet websites may be used for routine communications, such as financial statements, Borrowing Base Certificates and other information required by Section 7.1, administrative matters, distribution of Loan Documents, and matters permitted under Section 4.1.4. The Agent and the Lenders make no assurances as to the privacy and security of electronic communications. With the recipient’s consent, electronic mail may be used as effective notice under the Loan Documents.

14.3.3 Non-Conforming Communications. The Agent and the Lenders may rely upon any notices purportedly given by or on behalf of any Borrower even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation.

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14.4 Credit Inquiries. Each Obligor hereby authorizes the Agent and the Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Obligor; provided that obligations of Section 14.11 shall remain in full force and effect.

14.5 Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal, or otherwise unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provisions.

14.6 Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations, tests or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control; provided, that this Section 14.6 shall be subject to Section 14.18).

14.7 Counterparts. Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when the Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means (including “.pdf” or “.tif” format) shall be effective as delivery of a manually executed counterpart of such agreement.

14.8 Entire Agreement. Time is of the essence of the Loan Documents. The Loan Documents constitute the entire contract among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

14.9 Relationship with the Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Revolver Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. Nothing in this Agreement and no action of the Agent, the Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute the Agent and any Secured Party to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Borrower.

14.10 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Loan Document, the Borrowers acknowledge and agree that (a)(i) this credit facility and any related arranging or other services by the Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between the Borrowers and such Person; (ii) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) the Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of the Agent, the Lenders, their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers, any of their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein and the Borrowers and their Subsidiaries will not claim that any of the Agent, the Lenders, or their Affiliates owe a fiduciary duty or similar obligation to any of them or their Affiliates; and (c) the

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Agent, the Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and have no obligation to disclose any of such interests to the Borrowers or their Affiliates.

14.11 Confidentiality. Each of the Agent, the Lenders and the Issuing Bank shall maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided such Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding, or other exercise of rights or remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Eligible Assignee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent of the Lead Borrower; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to the Agent, any Lender, the Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than the Borrowers. Notwithstanding the foregoing, no Information shall be provided to Designated Competitor Affiliates other than Information provided by or on behalf of the Lead Borrower for distribution to Public Lenders. As used herein, “Information” means all information received from an Obligor or Subsidiary relating to it or its business other than any such information that is available to the Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table provider, that serve the lending industry; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information. Each of the Agent, the Lenders and the Issuing Bank acknowledges that (i) Information may include material non-public information concerning an Obligor or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state securities laws.

14.12 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS), EXCEPT THAT WITH RESPECT TO ANY COLLATERAL, EACH SECURITY DOCUMENT OR OTHER DOCUMENT SHALL BE GOVERNED BY OTHER LAWS TO THE EXTENT PROVIDED THEREIN.

14.13 Consent to Forum. EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1.

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14.14 Waivers by Obligors of Jury Trial. To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any accounts, documents and guaranties at any time held by the Agent on which an Obligor may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against the Agent, Issuing Bank or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a material inducement to the Agent, Issuing Bank and Lenders entering into this Agreement and that they are relying upon the foregoing in their dealings with Obligors.

14.15 PATRIOT Act Notice. The Agent and the Lenders hereby notify Obligors that pursuant to the requirements of the PATRIOT Act, the Agent and the Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow the Agent and the Lenders to identify it in accordance with the PATRIOT Act. The Agent and the Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Obligors’ management and owners, such as legal name, address, social security number and date of birth.

14.16 Canadian Anti-Money Laundering Legislation. If the Agent has ascertained the identity of any Canadian Obligor or any authorized signatories of any Canadian Obligor for the purposes of the Proceeds of Crime Act and other applicable Anti-Terrorism Laws and “know your client” policies, regulations, laws or rules (the Proceeds of Crime Act and such other Anti-Terrorism Laws, applicable policies, regulations, laws or rules, collectively, including any guidelines or orders thereunder, “AML Legislation”), then the Agent:

(a) shall be deemed to have done so as an agent for each Lender and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Agent within the meaning of the applicable AML Legislation; and

(b) shall provide to the Agent, copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each Lender agrees that the Agent has no obligation to ascertain the identity of the Canadian Obligors or any authorized signatories of the Canadian Obligors on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains from any Canadian Obligor or any such authorized signatory in doing so.

14.17 Release of Liens and Guarantees. In the event that any Obligor conveys, sells, transfers or otherwise disposes of any property or assets or all or any portion of any of the Equity Interests or assets of any other Obligor to a Person that is not (and is not required to become) an Obligor, in each case in a Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary or in connection with a pledge of the Equity Interests in joint ventures constituting Excluded Assets and permitted as a Permitted Lien, the Agent shall promptly (and the Lenders hereby authorize the Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrowers, and at the Borrowers’ expense, to (i) release any Liens created by any

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Loan Document in respect of such Equity Interests or assets and (ii) in the case of a disposition of the Equity Interests of any Obligor in a Permitted Asset Disposition and/or Permitted Investment or in connection with the designation of an Unrestricted Subsidiary and as a result of which such Obligor would cease to be a Restricted Subsidiary, terminate such Obligor’s obligations under this Agreement (including Section 13 hereof). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, leased, assigned, transferred or disposed of. At the request and sole expense of the Lead Borrower, the Agent shall promptly (and the Lenders hereby authorize the Agent to): (i) subordinate any lien granted to the Agent (or any sub-agent or collateral agent) under any Loan Document to the holder of any Lien on such property that is a Permitted Lien under Section 9.2.2(c), subclauses (A), (C) and (D) of clause (f), subclause (B) of clause (f) (solely to the extent it relates to Debt incurred under Section 9.2.1(s)), (i), (m), (o), (t), (v), (w), (aa), (dd), (gg), (hh) or (jj) (to the extent it relates to Refinancing Debt secured by Liens permitted by other clauses of Section 9.2.2 listed in this clause (i)), and (ii) enter into intercreditor arrangements contemplated by Section 2.1.8(a), Section 9.2.1(d), (e), (h), (i), (k) (to the extent it relates to Refinancing Debt with respect to Debt permitted by other clauses of Section 9.2.1 listed in this clause (ii)), (u), (v), (aa)(ii) and (ff), and Section 9.2.2(a), (f)(B), (u), (v), (w), (dd) and (jj) (to the extent it relates to Refinancing Debt secured by Liens permitted by other clauses of Section 9.2.2 listed in this sentence).

14.18 Intercreditor Agreement. Notwithstanding anything herein to the contrary, each of the Agent, on behalf of the Lenders, and each Obligor acknowledges that the Lien and security interests granted to the Agent pursuant to this Agreement and the other Loan Documents and the exercise of any right or remedy by the Agent thereunder and the obligations of the Obligors under this Agreement and the other Loan Documents are subject to the provisions of the Intercreditor Agreement, which the Agent is hereby directed by the Lenders to execute and deliver, and perform in accordance with its terms. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document, the terms of the Intercreditor Agreement shall govern and control and notwithstanding anything to the contrary herein, the Agent and the Lenders hereby agree and acknowledge that prior to the Discharge of Term Loan Obligations (as such term is defined in the Intercreditor Agreement) any requirement of this Agreement to deliver any Term Priority Collateral (as such term is defined in the Intercreditor Agreement) to the Agent shall be deemed satisfied by delivery of such Term Priority Collateral to the Term Loan Agent (as such term is defined in the Intercreditor Agreement).

14.19 Canadian Obligations. Notwithstanding anything in any Loan Document to the contrary, the parties hereto acknowledge that (a) the Canadian Borrowing Base Obligors are only obligated with respect to the Canadian Obligations and costs and expenses associated therewith and (b) any realization of Collateral owned by any Canadian Borrowing Base Obligor under the Security Documents shall only be with respect to the Canadian Obligations (with the application of funds as set forth in Section 5.5.1 hereof (including the last sentence thereof)). Notwithstanding anything in any Loan Document to the contrary, the parties hereto acknowledge that all amounts with respect to fees and expenses owing to the Agent (in its capacities as agent or collateral agent hereunder and not in their capacity as a Lender hereunder) for its own account (as opposed to for the account or benefit of any other Secured Party) are owed exclusively by the U.S. Obligors and not the Canadian Borrowing Base Obligors.

14.20 German Obligations. Notwithstanding anything in any Loan Document to the contrary, the parties hereto acknowledge that (a) each German Borrower is obligated with respect to its own German Obligations and costs and expenses associated therewith, and subject to Section 9.13, the German Obligations of the other German Borrowers and the Canadian Obligations and (b) any realization of Collateral provided by any German Borrower under the Security Documents shall only be with respect to the German Obligations (with the application of funds as set forth in Section 5.5.1 hereof (including the last sentence thereof)). Notwithstanding anything in any Loan Document to the contrary, the parties hereto

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acknowledge that all amounts with respect to fees and expenses owing to the Agent (in its capacities as agent or collateral agent hereunder and not in their capacity as a Lender hereunder) for its own account (as opposed to for the account or benefit of any other Secured Party) are owed exclusively by the U.S. Obligors and not by (i) the German Borrowers and (ii) the European Guarantors with a seat in Germany.

14.21 Parallel Debt Undertaking.

14.21.1 The parallel debt undertaking created hereunder (“Parallel Debt Undertaking”) (abstraktes Schuldanerkenntnis) is constituted in order to secure the prompt and complete satisfaction of any of the respective German Borrowers’ German Secured Obligations. The Parallel Debt Undertaking shall also cover any future extension, prolongation, increase or novation of the German Secured Obligations.

14.21.2 For the purposes of taking and ensuring the continuing validity of security under those security documents subject to the laws of (or to the extent affecting assets situated in) Germany and such other jurisdictions as the Secured Parties and the Obligors (each acting reasonably) agree, notwithstanding any contrary provision in this Agreement:

(a) each Obligor undertakes (such undertakings, the “Parallel Obligations”) to pay to the Agent amounts equal to all present and future amounts owing by it to the Secured Parties under the Loan Documents (“Original Obligations”);

(b) the Agent shall have its own independent right to demand and receive payment under the Parallel Obligations;

(c) the Parallel Obligations shall, subject to clause (d) below, not limit or affect the existence of the Original Obligations for which the Secured Parties shall have an independent right to demand payment;

(d) notwithstanding clauses (b) and (c) above, payment by the Obligor of its Parallel Obligations shall to the same extent decrease and be a good discharge of the corresponding Original Obligations owing to the relevant Secured Parties and payment by an Obligor of its Original Obligations to the relevant Secured Parties shall to the same extent decrease and be a good discharge of the Parallel Obligations owing by it to the Agent;

(e) the Parallel Obligations are owed to the Agent in its own name on behalf of itself and not as agent or representative of any other person nor as trustee;

(f) without limiting or affecting the Agent’s right to protect, preserve or enforce its rights under any Loan Document, the Agent undertakes to each of the Secured Parties not to exercise its rights in respect of the Parallel Obligations without the consent of the relevant Secured Parties; and

the Agent shall distribute any amount so received to the Secured Parties in accordance with the terms of this Agreement as if such amounts had been received in respect of the Original Obligations.

14.21.3 Upon complete and irrevocable satisfaction of the German Secured Obligations, the Agent shall without undue delay at the cost and expense of the Obligors release the Parallel Debt Undertaking.

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14.22 Acknowledgments Relating to the Third Restatement Date. Each Obligor hereby (i) expressly acknowledges the terms of this Agreement, (ii) ratifies and affirms its obligations under the Original Loan Documents (including guarantees and security agreements) executed by such Obligor prior to the Third Restatement Date and (iii) acknowledges and extends its continued liability under all such Original Loan Documents and agrees such Original Loan Documents remain in full force and effect, including with respect to the obligations of the Borrowers as modified by this Agreement. Each Obligor further represents and warrants to each Agent and each of the Lenders that after giving effect to this Agreement, neither the modification of the Second Amended Credit Agreement effected pursuant to this Agreement, nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Security Document (as such term is defined in the Second Amended Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred or (b) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens for the aforementioned Obligations.

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EXHIBIT A

to

Third Amended and Restated Credit and Guaranty Agreement

APPLICABLE MARGIN CERTIFICATE

For the Fiscal Quarter ended                                         

Average Availability for such Fiscal Quarter:                                         

Applicable Margin*

Level	Average Availability	U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Loans			LIBOR Loans and B/A Equivalent Loans			German Base Rate Loans
I	³ 66		0.75	%		1.75	%		1.75	%
II	³ 33% but < 66%		1.00	%		2.00	%		2.00	%
III	< 33%		1.25	%		2.25	%		2.25	%

* based on pricing grid set forth in the definition of “Applicable Margin”

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                     .

MILACRON LLC
By:
	Name:
	Title:

A-1

EXHIBIT B

to

Third Amended and Restated Credit and Guaranty Agreement

ASSIGNMENT AND ACCEPTANCE

Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party thereto, as guarantors, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”). Terms not defined herein are used herein as defined in the Credit Agreement.

                     (“Assignor”) and                      (“Assignee”) agree as follows:

1. Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor (a) a principal amount of [the Dollar Equivalent of] $          of Assignor’s outstanding Revolver Loans and [the Dollar Equivalent of] $          of Assignor’s participations in LC Obligations, and (b) the principal amount of $          of Assignor’s Revolver Commitment [(which represents     % of the total U.S./Canada Revolver Commitments), of which $          is available for use under the U.S. Sub-Facility and $          is available for use under the Canadian Sub-Facility]¹[(which represents     % of the total German Revolver Commitments) of which $          is available for use under the German Sub-Facility]² (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. Such assignment is of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Revolver Loan and any related Revolver Commitments, including the obligations under [each of the Canadian Sub-Facility and the U.S. Sub-Facility] ³ [the German Sub-Facility] ⁴. This Assignment and Acceptance shall be effective as of the date (“Effective Date”) indicated in the corresponding [assignment notice] delivered to the Agent, provided such [assignment notice] is executed by Assignor, Assignee, the Agent and the Lead Borrower, as applicable. From and after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s obligations in respect of the Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable to or for Assignor’s account in respect of the Assigned Interest shall be payable to or for Assignee’s account, to the extent such amounts accrue on or after the Effective Date.

2. Assignor (a) represents that as of the date hereof, prior to giving effect to this Assignment and Acceptance, its Revolver Commitment is $        , [of which $          is available for use

¹  To be included for assignment of U.S. Revolver Loan, Canadian Revolver Loan and U.S./Canadian Revolver Commitment.

²  To be included for assignment of German Revolver Loan and German Revolver Commitment.

³  To be included for assignment of U.S. Revolver Loan, Canadian Revolver Loan and U.S./Canadian Revolver Commitment.

⁴  To be included for assignment of German Revolver Loan and German Revolver Commitment.

B-1

under the U.S. Sub-Facility and $          is available for use under the Canadian Sub-Facility] [of which $         is available for use under the German Sub-Facility] and the outstanding balance of its Revolver Loans and participations in LC Obligations is [the Dollar Equivalent of] $         ; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance by the Borrowers of their obligations under the Loan Documents. [Assignor is attaching the Note[s] held by it and requests that the Agent exchange such Note[s] for new Notes payable to Assignee [and Assignor].]

3. Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received copies of the Credit Agreement and such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it shall, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (d) confirms that it is an Eligible Assignee and that it is not an Affiliate of a Disqualified Institution, except as disclosed in writing to the Lead Borrower and the Agent; (e) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; (f) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” under the Loan Documents; (g) agrees to be bound by the terms of that certain Intercreditor Agreement, dated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time) and entered into by and between the Agent and the Term Loan Agent; and (h) represents and warrants that the assignment evidenced hereby will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA.

4. This Assignment and Acceptance shall be governed by the laws of the State of New York. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Assignment and Acceptance shall remain in full force and effect.

5. Each notice or other communication hereunder and under the terms of the Credit Agreement shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission, or by first-class mail, shall be deemed given when sent and shall be sent as follows:

(a)	If to Assignee, to the following address (or to such other address as Assignee may designate from time to time):
(b)	If to Assignor, to the following address (or to such other address as Assignor may designate from time to time):

B-2

Payments hereunder and under the terms of the Credit Agreement shall be made by wire transfer of immediately available Dollars as follows:

If to Assignee, to the following account (or to such other account as Assignee may designate from time to time):

ABA No.

Account No.

Reference:

If to Assignor, to the following account (or to such other account as Assignor may designate from time to time):

ABA No.

Account No.

Reference:

B-3

IN WITNESS WHEREOF, this Assignment and Acceptance is executed as of                     .

(“Assignee”)
By:
	Name:
	Title:
(“Assignor”)
By:
	Name:
	Title:

B-4

EXHIBIT C-1

to

Third Amended and Restated Credit and Guaranty Agreement

U.S. REVOLVER NOTE

[Date]	$
	[City, State of Governing Law]

MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), and the U.S. Subsidiaries of Holdings listed on the signature pages of the Credit Agreement described below, as borrowers (and together with the Lead Borrower, collectively, the “U.S. Borrowers”), for value received, hereby unconditionally, jointly and severally promise to pay                                          or its registered assigns (“Lender”), the principal sum of                                          DOLLARS ($        ), or such lesser amount as may be advanced by Lender as U.S. Revolver Loans and owing as U.S. LC Obligations from time to time under the Credit Agreement described below, together with all accrued and unpaid interest thereon. Terms not defined herein are used herein as defined in the Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015, by and among the U.S. Borrowers, the guarantors from time to time party thereto, the Canadian Borrower, the German Borrowers, Bank of America, N.A., as Agent, and the other financial institutions from time to time party thereto as “Lenders” (as such agreement may be amended, restated, amended and restated, supplemented, modified, renewed or extended from time to time, the “Credit Agreement”).

Principal of and interest on this Note from time to time outstanding shall be due and payable as provided in the Credit Agreement. This Note is issued pursuant to and evidences U.S. Revolver Loans and U.S. LC Obligations under the Credit Agreement, to which reference is made for a statement of the rights and obligations of Lender and the duties and obligations of the U.S. Borrowers. The Credit Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions.

The holder of this Note is hereby authorized by the U.S. Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to U.S. Revolver Loans and U.S. LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of the U.S. Borrowers hereunder or under any other Loan Documents.

Each U.S. Borrower and its successors and assigns hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever. Subject to the terms of the Credit Agreement (including, without limitation, Section 14.2 therein), the U.S. Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law.

In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of money advanced hereunder exceed the maximum rate of interest permitted under Applicable Law. If any such excess amount is inadvertently paid by the U.S.

C-1-1

Borrowers or inadvertently received by the holder of this Note, such excess shall be returned to the U.S. Borrowers or credited as a payment of principal, in accordance with the Credit Agreement. It is the intent hereof that the U.S. Borrowers not pay or contract to pay, and that the holder of this Note not receive or contract to receive, directly or indirectly in any manner whatsoever, principal or interest in excess of that which may be paid by the U.S. Borrowers under Applicable Law.

This Note shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks).

IN WITNESS WHEREOF, this Note is executed as of the date set forth above.

Attest:	MILACRON LLC
	By:
		Name:
Secretary		Title:
Attest:	[SUBSIDIARIES OF HOLDINGS]
	By:
		Name:
Secretary		Title:
[Seal]

C-1-2

EXHIBIT C-2

to

Third Amended and Restated Credit and Guaranty Agreement

CANADIAN REVOLVER NOTE

[Date]	$
	[City, State of Governing Law]

MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), for value received, hereby unconditionally promises to pay                                          or its registered assigns (“Lender”), the principal sum of                                          DOLLARS ($        ), or such lesser amount as may be advanced by Lender as Canadian Revolver Loans and owing as Canadian LC Obligations from time to time under the Credit Agreement described below, together with all accrued and unpaid interest thereon. Terms not defined herein are used herein as defined in the Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015, by and among the U.S. Borrowers, the Canadian Borrower, the German Borrowers, the guarantors from time to time party thereto, Bank of America, N.A., as Agent, and the other financial institutions from time to time party thereto as “Lenders” (as such agreement may be amended, restated, amended and restated, supplemented, modified, renewed or extended from time to time, the “Credit Agreement”).

Principal of and interest on this Note from time to time outstanding shall be due and payable as provided in the Credit Agreement. This Note is issued pursuant to and evidences Canadian Revolver Loans and Canadian LC Obligations under the Credit Agreement, to which reference is made for a statement of the rights and obligations of Lender and the duties and obligations of the Canadian Borrower. The Credit Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions.

The holder of this Note is hereby authorized by the Canadian Borrower to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Canadian Revolver Loans and Canadian LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of the Canadian Borrower hereunder or under any other Loan Documents.

The Canadian Borrower and its successors and assigns hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever. Subject to the terms of the Credit Agreement (including, without limitation, Section 14.2 therein), the Canadian Borrower agrees to pay, and to save the holder of this Note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law.

In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of money advanced hereunder exceed the maximum rate of interest permitted under Applicable Law. If any such excess amount is inadvertently paid by the Canadian Borrower or inadvertently received by the holder of this Note, such excess shall be returned to the Canadian Borrower or credited as a payment of principal, in accordance with the Credit Agreement.

C-2-1

It is the intent hereof that the Canadian Borrower not pay or contract to pay, and that the holder of this Note not receive or contract to receive, directly or indirectly in any manner whatsoever, principal or interest in excess of that which may be paid by the Canadian Borrowers under Applicable Law.

This Note shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks).

IN WITNESS WHEREOF, this Note is executed as of the date set forth above.

Attest:	MOLD-MASTERS (2007) LIMITED
	By:
		Name:
Secretary		Title:

[Seal]

C-2-2

EXHIBIT D

EXHIBIT D-1

to

Third Amended and Restated Credit and Guaranty Agreement

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party thereto, as guarantors, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.9.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Revolver Loan(s) (as well as any note(s) evidencing such Revolver Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments on the Revolver Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Agent and the Lead Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Lead Borrower and the Agent in writing and deliver promptly to the Lead Borrower and the Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Lead Borrower or the Agent) or promptly notify the Lead Borrower and the Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Lead Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably requested by the Lead Borrower or the Agent.

[NAME OF LENDER]
By:
	Name:
	Title:
Date:	, 20[    ]

D-1-1

EXHIBIT D-2

to

Third Amended and Restated Credit and Guaranty Agreement

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party thereto, as guarantors, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.9.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Revolver Loan(s) (as well as any note(s) evidencing such Revolver Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Revolver Loan(s) (as well as any note(s) evidencing such Revolver Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Revolver Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Agent and the Lead Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Lead Borrower and the Agent in writing and deliver promptly to the Lead Borrower and the Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Lead Borrower or the Agent) or promptly notify the Lead Borrower and the Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Lead Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably requested by the Lead Borrower or the Agent.

D-2-1

[NAME OF LENDER]
By:
	Name:
	Title:
Date:	, 20[    ]

D-2-2

EXHIBIT D-3

to

Third Amended and Restated Credit and Guaranty Agreement

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party thereto, as guarantors, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.9.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on an IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably requested by such Lender.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date:	, 20[    ]

D-3-1

EXHIBIT D-4

to

Third Amended and Restated Credit and Guaranty Agreement

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party thereto, as guarantors, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to the provisions of Section 5.9.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably requested by such Lender.

D-4-1

[NAME OF PARTICIPANT]
By:
	Name:
	Title:
Date:	, 20[    ]

D-4-2

EXHIBIT E

to

Third Amended and Restated Credit and Guaranty Agreement

FORM OF NOTICE OF BORROWING

Date             , 20    

Bank of America, N.A., as Agent

335 Madison Avenue

New York, New York 10017

Attention: Loan Administration Officer

Re: Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 14, 2014, as further amended and restated as of May 14, 2015 (as it may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party thereto, as guarantors, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as collateral agent for the Lenders (the “Agent”)

This Notice of Borrowing is delivered to you pursuant to Section 4.1.1 of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. The [Lead Borrower][German Lead Borrower]⁵ hereby requests [U.S.] [Canadian] [German] Revolver Loans in the aggregate principal amount of          in [U.S. $ ][Dollar Equivalent of [C $/Euros]], to be made on             , 20    , and to consist of the following [U.S.] [Canadian] [German] Revolver Loans to the [applicable U.S.] [Canadian] [applicable German⁶] Borrower:

Check as applicable:

     [U.S.] [Canadian] [German] Base Rate Loans in the aggregate principal amount of          [U.S. $/Dollar Equivalent of Euros]

⁵  The Lead Borrower (in the case of Loans to a U.S. Borrower or the Canadian Borrower) or the German Lead Borrower (in the case of Loans to a German Borrower) shall give the Agent a Notice of Borrowing.

⁶  In the case of a Borrowing of German Revolver Loans, applicable German Borrower to be specified.

E-1

     LIBOR Loans in the aggregate principal amount of          [U.S. $/Dollar Equivalent of Euros], with Interest Periods as follows (specify Borrower):

(i)	As to          [U.S. $/Dollar Equivalent of Euros], an Interest Period of [1/2/3/6]     months; Borrower:
(ii)	As to          [U.S. $/Dollar Equivalent of Euros], an Interest Period of [1/2/3/6]     months; Borrower:
(iii)	As to          [U.S. $/Dollar Equivalent of Euros], an Interest Period of [1/2/3/6]     months; Borrower:
(iv)	As to          [U.S. $/Dollar Equivalent of Euros], an Interest Period of [1/2/3/6]     months. Borrower:

     Canadian Prime Loans in the aggregate principal amount of C$        .

     B/A Equivalent Loans in the aggregate principal amount of C$        , with Contract Periods as follows:

(i)	As to C$        , an Interest Period of [1/2/3/6]     months;
(ii)	As to C$        , an Interest Period of [1/2/3/6]     months;
(iii)	As to C$        , an Interest Period of [1/2/3/6]     months;
(iv)	As to C$        , an Interest Period of [1/2/3/6]     months.

The [Lead Borrower][German Lead Borrower] hereby represents and warrants to the Agent and the relevant Lenders that, on the date of the relevant Borrowing, the conditions to lending specified in clauses (b) through (d) of Section 6.2 of the Credit Agreement have been satisfied.

The [Lead Borrower][German Lead Borrower] has caused this Notice of Borrowing to be executed and delivered by its duly authorized representative, this      day of             , 20    .

MILACRON LLC, as [Lead Borrower][German Lead Borrower]

By:

Title:

E-2

EXHIBIT F-1

to

Third Amended and Restated Credit and Guaranty Agreement

FORM OF GERMAN ACCOUNT PLEDGE AGREEMENT

EXHIBIT F-2

to

Third Amended and Restated Credit and Guaranty Agreement

FORM OF GERMAN GLOBAL ASSIGNMENT

EXHIBIT F-3

to

Third Amended and Restated Credit and Guaranty Agreement

FORM OF GERMAN SECURITY TRANSFER AGREEMENT

SCHEDULE II

Guarantors

Canadian Guarantors

Milacron Intermediate Holdings Inc.

Milacron LLC

Mcron Finance Corp.

Milacron Marketing Company LLC

Cimcool Industrial Products LLC

Milacron Plastics Technologies Group LLC

DME Company LLC

Industrial Machine Sales Company, Inc.

Kortec, Inc.

Milacron Canada Corp.

Ferromatik Milacron GmbH

Uniloy Milacron Germany GmbH

DME Normalien GmbH

Mold-Masters Europa GmbH

D-M-E Europe CVBA

Uniloy Milacron SRL

Cimcool Europe B.V.

Milacron B.V.

Milacron Canada Corp.

German Guarantors

Milacron Intermediate Holdings Inc.

Milacron LLC

Mcron Finance Corp.

Milacron Marketing Company LLC

Cimcool Industrial Products LLC

Milacron Plastics Technologies Group LLC

DME Company LLC

Industrial Machine Sales Company, Inc.

Kortec, Inc.

Mold-Masters 2007 (Limited)

Milacron Canada Corp.

Ferromatik Milacron GmbH (for the purposes of Section 13 of this Agreement)

Uniloy Milacron Germany GmbH (for the purposes of Section 13 of this Agreement)

DME Normalien GmbH (for the purposes of Section 13 of this Agreement)

Mold-Masters Europa GmbH (for the purposes of Section 13 of this Agreement)

D-M-E Europe CVBA

Uniloy Milacron SRL

Cimcool Europe B.V.

Milacron B.V.

Milacron Canada Corp.

U.S. Guarantors

Milacron Intermediate Holdings Inc.

Milacron LLC (for the purposes of Section 13 of this Agreement)

Mcron Finance Corp. (for the purposes of Section 13 of this Agreement)

Milacron Marketing Company LLC (for the purposes of Section 13 of this Agreement)

Cimcool Industrial Products LLC (for the purposes of Section 13 of this Agreement)

Milacron Plastics Technologies Group LLC (for the purposes of Section 13 of this Agreement)

DME Company LLC (for the purposes of Section 13 of this Agreement)

Kortec, Inc.

SCHEDULE 1.1(a)

Existing Letters of Credit

Issuing Bank	LC #	Expiration Date	Auto Renewal	Amount		On behalf of	Beneficiary
Bank of America, N.A.	68074536	4/1/2016	Y	$	62,000.00	Milacron Intermediate Holdings Inc.	American Casualty / Transportation Insurance
Bank of America, N.A.	68074494	10/12/2015	Y	$	600,000.00	Milacron Intermediate Holdings Inc.	Ohio Bureau of Workers’ Compensation
Bank of America, N.A.	68074488	4/1/2016	Y	$	390,000.00	Milacron Intermediate Holdings Inc.	Travelers Indemnity Company
Bank of America, N.A.	68074492	3/15/2016	Y	$	300,000.00	Milacron LLC	Western Surety Company
Bank of America, N.A.	68076588	6/20/2015	N	$	119,581.00	Milacron LLC	Petrochemical Conversion Company
Bank of America, N.A.	68096453	4/1/2016	Y	$	450,000.00	Milacron Intermediate Holdings Inc.	Hartford Fire Insurance Company
Bank of America, N.A.	68102163	9/1/2015	Y	$	225,000.00	Milacron LLC	Four Twenty Newburyport Turnpike, LLC
Bank of America, N.A.	68109219	2/28/2016	Y	$	3,000,000.00	Milacron LLC	Agricultural Bank of China
Bank of America, N.A.	68105287	5/15/2015	N	$	279,915.00	Milacron LLC	Rowad National Plastic Co

Bank of America, N.A.	68103841	6/30/2015	Y	$	4,000,000.00	Milacron LLC	Agricultural Bank of China
Bank of America, N.A.	68110310	4/30/2016	Y	$	840,787.50	Ferromatik Milacron Germany	Commerzbank
Bank of America N.A.	68107023	1/31/2016	Y	$	1,457,365.00	Uniloy Germany	Commerzbank
Bank of America N.A.	68110012	2/11/2016	Y	$	443,957.10	Ferromatik Milacron Germany	Bank of America Germany

SCHEDULE 1.1(b)

Unrestricted Subsidiaries

Milacron Plastics Machinery (Jiangyin) Co. Ltd. (China)

SCHEDULE 6.1

Existing Foreign Facilities

Company	Lender	Debt Outstanding As of 3/31/2015
EUROPE:
Uniloy Milacron S.R.L.	Banca Nazionale del Lavoro	$	385,072
Uniloy Milacron S.R.L.	Banca Popolare di Milano	$	870,910
Uniloy Milacron S.R.L.	Banca Popolare di Bergamo	$	979,773
Tirad s.r.o.	Waldviertler Sparkasse	$	70,343
Tirad s.r.o.	S MORAVA Leasing	$	32,202
Tirad s.r.o.	IMPULS-Austria Leasing	$	1,021,342
Tirad s.r.o.	SBERBANK CZ	$	123,802
Tirad s.r.o.	CSOB, a.s.	$	52,415
ROW:
Milacron Plastics Machinery Jiangyin Co. Ltd.	Agricultural Bank of China	$	2,655,296
Milacron Plastics Machinery Jiangyin Co. Ltd.	Agricultural Bank of China	$	3,540,394

SCHEDULE 7.2.6

Deposit Accounts

Owner	Type Of Account	Bank	Account Number	Cash Pooling1
Cimcool Europe BV	Deposit/Disbursement	ING BANK		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK		Yes
Cimcool Europe BV	Deposit	ING BANK		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK N.V.		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK N.V.		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK N.V.		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK SKANDINAVISKA		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK SLASKI SPOLKA		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK N.V.		Yes
Cimcool Europe BV	Deposit/Disbursement	ING BANK N.V.		Yes
Cimcool Europe BV	Deposit	Banca Populare Commercio E Industria		Yes
Cimcool Europe BV	Disbursement	Banca Populare Commercio E Industria		Yes
Cimcool Europe BV	Cash Pooling	Bank of America		Yes
DME Europe CVBA	Concentration – Deposit	Bank of America		Yes
DME Europe CVBA	Collection / Disbursement	KBC Germany		No
DME Normalien GmbH	Collections	Bank of America		Yes
DME Normalien GmbH	Disbursements	Bank of America		Yes
DME Normalien GmbH	Collection / Disbursement	Dresdner Bank/Commerzbank AG		No
Ferromatik Milacron GmbH	Deposit/Disbursement	Commerzbank AG		No
Ferromatik Milacron GmbH	Deposit/Disbursement	Deutsche Bank AG		No
Ferromatik Milacron GmbH	Deposit/Disbursement	Baden-Württembergische Bank / LBBW Bank		No
Ferromatik Milacron GmbH	Collections	Bank of America		Yes
Ferromatik Milacron GmbH	Disbursements	Bank of America		Yes
Milacron LLC	Concentration – Deposit	Wells Fargo Bank		Yes
Mold-Masters (2007) Limited	Collection / Disbursement	HSBC Bank		Yes
Mold-Masters (2007) Limited	Collection / Disbursement	HSBC Bank		Yes

¹  Bank account will continue to exist after Cash Pooling Arrangement is fully implemented.

Mold-Masters (2007) Limited	Collection / Disbursement	HSBC Bank	Yes
Mold-Masters (2007) Limited	Collections only	HSBC Bank	Yes
Mold-Masters (2007) Limited	Collection / Disbursement	HSBC Bank	Yes
Mold-Masters (2007) Limited	Concentration - Deposit	Wells Fargo Bank	Yes
Mold-Masters Europa GmbH	Collections	Bank of America	Yes
Mold-Masters Europa GmbH	Disbursements	Bank of America	Yes
Mold-Masters Europa GmbH	Collection	Deutsche Bank	No
Mold-Masters Europa GmbH	Collection / Disbursement	HSBC Trinkaus & Burkhardt AG	No
Mold-Masters Europa GmbH	Deposit/Disbursement	HSBC Trinkaus & Burkhardt AG	No
Mold-Masters Europa GmbH	Deposit/Disbursement	HSBC Bank A.S. (Turkey)	No
Mold-Masters Europa GmbH	Deposit/Disbursement	HSBC Bank A.S. (Turkey)	No
Uniloy Milacron Germany GmbH	Collections	Bank of America	Yes
Uniloy Milacron Germany GmbH	Disbursements	Bank of America	Yes
Uniloy Milacron Germany GmbH	Collection	Commerzbank AG	No
Uniloy Milacron SRL	Concentration – Deposit	Bank of America	Yes
Uniloy Milacron SRL	Deposit/Disbursement	BANCA POPOLARE DI MILANO	No

SCHEDULE 8.1.4

Names and Capital Structure

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Milacron Intermediate Holdings Inc. (Delaware)	11.973	Milacron HoldingsCorp.
Milacron LLC (Delaware)	1 membership interest	Milacron Intermediate Holdings Inc.
Mcron Finance Corp. (Delaware)	1000 shares	Milacron LLC
DME Company LLC (Delaware)	1 membership interest	Milacron LLC
Milacron Plastics Technologies Group LLC (Delaware)	1 membership interest	Milacron LLC
Cimcool Industrial Products LLC (Delaware)	1 membership interest	Milacron LLC
Milacron Marketing Company LLC (Delaware)	1 membership interest	Milacron LLC
Kortec, Inc. (Massachusetts)	100 shares common stock	Milacron LLC
Cimcool Korea, Inc. (Korea)	263,200	Cimcool Industrial Products LLC
Ferromatik Milacron India Pvt. Ltd. (India)	2,689,830	Milacron Marketing Company LLC
Milacron Equipamentos Plasticos Ltd. (Brazil)	530,002	99.99% owned by Milacron Marketing Company LLC
		.01% owned by Milacron Plastics Technologies Group LLC
Milacron Canada Corp. (Ontario)	2,413,298	Milacron Marketing Company LLC

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Milacron Mexico Plastics Services S.A. de C.V. (Mexico)	1,000	99.9% owned by Milacron LLC
		.1% owned by Milacron Marketing Company LLC
Milacron Services S.A. de C.V. (Mexico)	1,000	99.9% owned by Milacron LLC
		.1% owned by Milacron Marketing Company LLC
Milacron Marketing (Shanghai) Co. Ltd. (China)	$1,200,000 USD registered capital	Milacron Marketing Company LLC
D-M-E (China) Limited (Hong Kong)	HK $5,332,000	DME Company LLC
D-M-E Trading (Shenzhen) Company (China)	RMB 4,000,000	D-M-E (China) Limited
DME (India) Private Limited (India)	8,600,000	50% owned by DME Company LLC and 50% owned by Mold- Masters Technologies Private Limited
Milacron Plastics Machinery (Jiangyin) Co. Ltd. (China)	$17,000,000 USD registered capital	Milacron Plastics Technologies Group LLC
Cimcool Industrial Products (Shanghai) Co. Ltd. (China)	$1,500,000 USD registered capital	Cimcool Korea, Inc.
Milacron-Mexicana Sales S.A. de C.V. (Mexico)	212,555	99.5295% owned by Milacron Canada Corp
		.47% owned by Milacron Services S.A.
		.0005% owned by Milacron Marketing Company LLC

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Milacron Plastics Holding GmbH (Germany)	1 quota (€25,000)	Milacron B.V.
Uniloy Milacron Germany GmbH (Germany)	12,868,000	Milacron Plastics Holding GmbH
Milacron Czech Republic S.P.O.L., s.r.o. (Czech Republic)	100,000	Uniloy Milacron Germany GmbH
D-M-E Normalien GmbH (Germany)	50,000	Milacron Plastics Holding GmbH
D-M-E Czech Republic s.r.o. (Czech Republic)	105,000	99% owned by D-M-E Normalien GmbH
		1% owned by Milacron B.V.
Ferromatik Milacron GmbH (Germany)	30,000,000	Milacron B.V.
Ferromatik France (France)	3,700	Ferromatik Milacron GmbH
Milacron Plastics Iberica S.L. (Spain)	3,010	Milacron B.V.
Milacron Nederlands B.V. (Netherlands)	40	Milacron B.V.
Cimcool Europe B.V. (Netherlands)	40	Milacron Netherlands B.V.
Cimcool Polska SP. z.o.o. (Poland)	100	Cimcool Europe B.V.
Cimcool Industrial Products B.V. (Netherlands)	101	Milacron Netherlands B.V.
D-M-E Europe CVBA (Belgium)	2,500	Milacron B.V.
VSI International N.V. (Belgium)	3,750	D-M-E Europe CVBA
Milacron U.K. Ltd. (U.K.)	500,000	Milacron B.V.
Uniloy Milacron S.R.L. (Italy)	1 quota (€2,000,000)	Milacron B.V.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters Luxembourg Holdings S.À.R.L. (Luxembourg)	125,916,003 class A common shares	Milacron B.V.
	166,470,768 class B common shares
	16,210 class C preferred shares
	21,445 class D preferred shares
Milacron B.V. (Netherlands)	1,184 shares	Milacron Investments B.V.
Milacron Investments B.V. (Netherlands)	20 shares	Milacron Dutch Cooperative U.A.
Milacron Dutch Cooperative U.A. (Netherlands)	N/A	Milacron Netherlands Holdings C.V. owns 99% of equity
		Milacron International Holdings LLC owns 1% of equity
Milacron Netherlands Holdings C.V. (Netherlands)	N/A	Milacron LLC owns 99% of equity
		Milacron International Holdings LLC owns 1% of equity
Mold-Masters Luxembourg Acquisitions S.À.R.L. (Luxembourg)	81,754,000	Mold-Masters Luxembourg Holdings S.À.R.L.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters (2007) Limited (Canada)	45,560,000 Exchangeable	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 45,560,000 Exchangeable shares
	107,354,868 common shares	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 107,354,868 common shares
Mold-Masters USA Holdings, Inc. (Delaware)	886	Milacron LLC
Mold-Masters Injectioneering LLC (South Carolina)	100 units	Mold-Masters USA Holdings, Inc.
Mold-Masters Hot Runner Injection Mexico S.A. de C.V. (Mexico, Distrito Federal)	50,000 class 1 shares	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 49,999 Class 1 shares
		Mold-Masters USA Holdings, Inc. holds 1 Class 1 share
Mold-Masters do Brasil Industria e Commercio de Sistemas de Camaras Quentes Ltda. (Brazil)	4,200,000 quotas	Mold-Masters Luxembourg Acquisitions S.À.R.L. holds 4,199,999 quotas
		Mold-Masters (2007) Limited holds 1 quota
Mold-Masters (UK) Ltd. (United Kingdom)	30,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Beteiligungsverwaltung GmbH (Austria)	1 share quota with nominal value of €35,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Handelgesellschaft GmbH (Austria)	1 share quota with nominal value of €36,000	Mold-Masters Beteiligungsverwaltun g GmbH

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters France SAS (France)	15,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Europa GmbH (Germany)	1 share in the nominal amount of DEM 1,000,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.
	1 share in the nominal amount of DEM 250,000
Mold-Masters Kabushiki Kaisha (Japan)	880	Mold-Masters Europa GmbH
Mold-Masters Hong Kong Acquisitions Limited (Hong Kong)	1,481	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold Masters (Kunshan) Co. Ltd. (People’s Republic of China)	850	Mold-Masters Hong Kong Acquisition Limited
Mold-Masters Trade International (Shanghai) Co. Ltd. (People’s Republic of China)	50	Mold-Masters Hong Kong Acquisition Limited
Mold-Masters Singapore (MMS) Pte. Ltd. (Singapore)	260,1002	Mold-Masters Luxembourg Acquisitions S.À.R.L.
Mold-Masters Singapore Pte. Ltd. (Singapore)	100,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.

² There is a slight inconsistency in the minute books regarding the total number of shares issues. One record indicates 260,000 ordinary shares are issued and outstanding and the other record indicates 260,100 ordinary shares are issued and outstanding.

Name (Jurisdiction of Incorporation)	Equity interests issued and outstanding	Owner of Equity Interests
Mold-Masters Technologies Private Limited (India)	1,048,8683	Yedatore Ramarao Anand holds 1 share Mold-Masters Singapore (MMS) Pte. Ltd. holds 1,048,867 shares
Mold-Masters Korea Ltd. (Korea)	60,000	Mold-Masters Luxembourg Acquisitions S.À.R.L.

³  There is a slight inconsistency in the minute books regarding the total number of shares issues. One record indicates 1,048,868 ordinary shares are issued and outstanding and the other record indicates 1,048,867 ordinary shares are issued and outstanding.

SCHEDULE 8.1.10

[List of Patents]

[List of Trademarks]

[List of Copyrights]

Domain Names

Registrant	Domain Name	Expiration Date
DME CHINA LTD	DMECHINA.NET	8/31/2015
MILACRON LLC	DMECO.COM	2/16/2018
DME COMPANY LLC	DMECOMPANY.COM	6/8/2016
MILACRON LLC	DMEEU.COM	3/28/2017
MILACRON LLC	DMEUNIVERSITY.NET	7/23/2018
MILACRON MARKETING COMPANY LLC	EDGEGATING.COM	12/17/2015
MILACRON MARKETING COMPANY LLC	EHOTRUNNER.COM	1/8/2016
MILACRON MARKETING COMPANY LLC	EHOTRUNNERS.COM	12/16/2015
MILACRON MARKETING COMPANY LLC	E-HOTRUNNERS.COM	12/16/2015
MILACRON LLC	EJECTORBLADES.COM	6/8/2016
MILACRON LLC	EJECTORPINS.COM	6/8/2016
MILACRON LLC	EJECTORSLEEVES.COM	6/8/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	EVERYDROPISWORTHIT.EU	4/29/2015
MILACRON LLC	EXTRUSIONSERVISES.COM	8/25/2015
FERROMATIK MILACRON AG	FERROMATIK.CH
FERROMATIK MILACRON GMBH	FERROMATIK.COM	3/8/2016
FERROMATIK MILACRON GMBH	FERROMATIK.DE
REGISTRANT NOT REPORTED	FERROMATIK.DK	9/30/2015
REGISTRANT NOT REPORTED	FERROMATIK.ORG	2/14/2016
MILACRON MARKETING COMPANY LLC	HOTHALF.COM	2/1/2016
MILACRON MARKETING COMPANY LLC	HOT-RUNNER.COM	11/24/2015
MILACRON LLC	HOTRUNNERMOLDING.COM	6/7/2016
MILACRON LLC	HOTRUNNERS.CA	4/29/2016
MILACRON MARKETING COMPANY LLC	HOTRUNNERS.CO	5/8/2017
MILACRON MARKETING COMPANY LLC	HOTRUNNERSONLINE.COM	11/28/2015
MILACRON LLC	HOTRUNNERSYSTEMS.COM	6/8/2016
MILACRON MARKETING COMPANY LLC	IMSIPLASTICS.COM	6/4/2017
KORTEC, INC.	KORTEC.COM	5/1/2017
MILACRON MARKETING COMPANY LLC	MASTERPETSYSTEMS.COM	9/24/2015
MILACRON LLC	MASTERUNITDIE.COM	10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	METALWORKINGFLUIDS.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILACOOL.EU	4/19/2015
REGISTRANT NOT REPORTED	MILACORN.EU	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.AT	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CA	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CH	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CO.UK	1/8/2016
MILACRON LLC	MILACRON.COM	12/29/2019
REGISTRANT NOT REPORTED	MILACRON.COM.CN	12/20/2018
MILACRON MARKETING COMPANY LLC	MILACRON.DE	1/8/2016
MILACRON LLC	MILACRON.ES	1/22/2016
REGISTRANT NOT REPORTED	MILACRON.FR	1/22/2016
MILACRON LLC	MILACRON.HK	1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.IN	1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.JP	1/31/2016
REGISTRANT NOT REPORTED	MILACRON.KR	1/22/2016
REGISTRANT NOT REPORTED	MILACRON.MX	1/8/2016
MILACRON LLC	MILACRON.NET	3/28/2019

30

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON LLC	MILACRON.ORG	3/28/2019
MILACRON LLC	MILACRONAFTERMARKET.COM	7/1/2023
MILACRON MARKETING COMPANY LLC	MILACRONCERTIFIED.COM	12/5/2018
MILACRON LLC	MILACRONINDIA.COM	6/30/2015
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.BIZ	9/23/2017
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.COM	1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.NET	1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONPREOWNED.COM	12/5/2018
MILACRON MARKETING COMPANY LLC	MILACRONUSED.COM	12/5/2018
CIMCOOL INDUSTRIAL PRODUCTS BV	MILFORM.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILPRO.EU	4/29/2015
MILACRON MARKETING COMPANY LLC	MMHOTRUNNERS.COM	11/28/2015
MILACRON LLC	MOLDACTION.COM	6/7/2016
MILACRON LLC	MOLDASSEMBLIES.COM	6/7/2016
MILACRON LLC	MOLDBASES.COM	6/7/2016
MILACRON LLC	MOLDCOMPONENTS.COM	6/7/2016
MILACRON LLC	MOLDCOOLING.COM	6/7/2016
MILACRON LLC	MOLDINGUNDERCUTS.COM	7/28/2016
MILACRON LLC	MOLDMASTER.CA	11/28/2015
MILACRON MARKETING COMPANY LLC	MOLD-MASTER.COM	11/28/2017
MILACRON LLC	MOLDMASTERS.CA	1/19/2017
MILACRON LLC	MOLD-MASTERS.CA	11/28/2015
REGISTRANT NOT REPORTED	MOLDMASTERS.CN	11/16/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.CO	4/8/2017
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.CO	5/8/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.COM	1/18/2018
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.COM	11/28/2017
MOLD-MASTERS LIMITED	MOLDMASTERS.ES	8/11/2016
MOLD-MASTERS LIMITED	MOLDMASTERS.IN	12/22/2015
MILACRON LLC	MOLDMASTERS.MX	1/13/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.NET	12/13/2016
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.ORG	12/13/2016
MILACRON LLC	MOLDMONITOR.COM	7/23/2016
MILACRON LLC	MOLDMONITOR.NET	7/23/2016
MILACRON LLC	MOLDTOOLING.COM	6/7/2016
MILACRON MARKETING COMPANY LLC	MPETSYSTEMS.COM	9/24/2015
MILACRON LLC	NICKERSONMACHINERY.COM	10/13/2016
MILACRON LLC	NORTHERNSUPPLY.COM	2/28/2016
MILACRON MARKETING COMPANY LLC	OAKINTERNATIONAL.BIZ	12/5/2015
MILACRON LLC	OAKINTERNATIONAL.COM	9/25/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	OAKINTERNATIONAL.EU	4/29/2015
MILACRON CANADA CORP	OAKSIGNATURE.CA	12/14/2015
MILACRON LLC	PLASTICSPROCESSING.COM	10/29/2017
MILACRON LLC	PLASTICSTOOLING.COM	6/7/2016
MILACRON MARKETING COMPANY LLC	PPMPLASTICS.COM	3/9/2018
MILACRON LLC	PRODUCTOCHEMICALS.COM	8/16/2015
MILACRON LLC	PRODUCTOCLEANERS.COM	3/10/2016
MILACRON LLC	PROGRESSPRECISION.COM	9/13/2017

31

Domain Names

Registrant	Domain Name	Expiration Date
FERROMATIK MILACRON, INC.	ROBOSHOT.COM	1/3/2016
FERROMATIK MILACRON, INC.	ROBOSHOT.NET	1/3/2016
MILACRON LLC	SERVTEK.COM	3/19/2017
MILACRON LLC	SERVTEKPARTS.COM	6/30/2016
MILACRON MARKETING COMPANY LLC	STACKMOLDS.COM	12/14/2016
MILACRON LLC	STARCHEM.NET	5/23/2017
MILACRON LLC	TEMPCONTROLS.COM	6/7/2016
MILACRON MARKETING COMPANY LLC	TEMPMASTER.COM	12/15/2016
REGISTRANT NOT REPORTED	TIRAD.CZ	11/7/2015
MILACRON UK LTD	UNILOY.CO.UK	12/4/2016
MILACRON MARKETING COMPANY LLC	UNILOY.COM	5/14/2032
UNILOY MILACRON GERMANY GMBH	UNILOY.DE
UNILOY MILACRON SRL	UNILOY.IT	8/6/2015
MILACRON LLC	UNILOY.NET	5/19/2020
MILACRON LLC	UNILOY.US	5/19/2020
MILACRON MARKETING COMPANY LLC	UNILOYMILACRON.COM	10/26/2016
UNILOY MILACRON GERMANY GMBH	UNILOY-MILACRON.DE
MILACRON LLC	UNILOYNA.COM	5/19/2020
MILACRON LLC	UNILOYNORTHAMERICA.COM	5/19/2020
MILACRON LLC	UNILOYSPRINGFIELD.COM	5/19/2020
MILACRON LLC	USEDEXTRUDERS.COM	8/5/2015
MILACRON MARKETING COMPANY LLC	VALVEGATE.COM	12/17/2015
MILACRON MARKETING COMPANY LLC	VALVEGATING.COM	12/17/2015
MILACRON LLC	WEARTECHNOLOGY.COM	11/4/2016
MILACRON CANADA LTD	YOURFLUIDDOCTOR.COM	10/31/2015

32

[List of Licenses]

SCHEDULE 9.1.13(b)

Restatement Date Mortgaged Property

Fee-owned Real Estate

	Entity	Country, State, and County	City	Street Address	Use
1.	Milacron LLC	USA, Ohio, Hamilton County	Cincinnati	3000/3010 Disney Street	Manufacturing and Corporate Office
2.	Milacron LLC	USA, Ohio, Brown County	Mt. Orab	418 West Main Street	Manufacturing
3.	Milacron LLC	USA, Ohio, Clermont County	Batavia	4165 Half Acre Road	Office, Warehouse and Manufacturing
4.	DME Company LLC	USA, Michigan, Oakland County	Madison Heights	29111 Stephenson Hwy	Manufacturing/Office
5.	DME Company LLC	USA, Pennsylvania, Westmoreland County	Youngwood	70 East Hillis Street	Manufacturing

SCHEDULE 9.2.1

Existing Debt

Company	Lender	Debt Outstanding As of 12/31/2014
EUROPE:
Uniloy Milacron S.R.L.	Banca Nazionale del Lavoro	$	911,660
Uniloy Milacron S.R.L.	Banca Popolare di Milano	$	972,437
Uniloy Milacron S.R.L.	Banca Popolare di Bergamo	$	1,093,991
Tirad s.r.o.	Waldviertler Sparkasse	$	160,611
Tirad s.r.o.	S MORAVA Leasing	$	41,661
Tirad s.r.o.	IMPULS-Austria Leasing	$	1,098,879
Tirad s.r.o.	SBERBANK CZ	$	149,705
Tirad s.r.o.	CSOB, a.s.	$	63,375
ROW:
Milacron Plastics Machinery Jiangyin Co. Ltd.	Agricultural Bank of China	$	2,652,606
Milacron Plastics Machinery Jiangyin Co. Ltd.	Agricultural Bank of China	$	3,536,808
Ferromatik Milacron India Private Limited	HDFC Bank	$	63,776

SCHEDULE 9.2.2

Existing Liens

None.

37

SCHEDULE 9.2.10

Existing Affiliate Transactions

1. Managing Director Agreement dated 21 January 2008 between B.V.B.A.-Office Solutions.biz and D-M-E Europe CVBA for the provision of managing director services by Denis Poelman, as amended 13 August 2014 to add the provision of such services for Ferromatik Milacron GmbH

2. Consultancy Services Agreement dated 26 November 2010 between D-M-E Europe CVBA and Adjungo BVBA for the provision of financial services by Xavier Leseultre.

3. Consulting Agreement dated 30 April 2015 between Uniloy Milacron s.r.l. and C&O S.R.L. (company established by Cesare Cerizza) for provision of services related to the transition of assembly operations and matters as determined by the Company.

4. Agreement with Vincent Guille and D-M-E Europe CVBA.

5. Consulting Agreement dated 7 January 2015 between Paul Swenson and Milacron LLC for the provision of consulting services related to multilayer co-injection systems and other projects as determined by the Company.

EXHIBIT B

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

[SEE ATTACHED]

B-1

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

AMENDED AND RESTATED U.S. SECURITY AGREEMENT, dated as of April 30, 2012, as amended and restated as of May 14, 2015 (this “Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), the Subsidiaries of the Lead Borrower listed on Annex A hereto, as borrowers, and together with the Lead Borrower, collectively, “Borrowers”), each of the Subsidiaries listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with Holdings and the Borrowers, collectively, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for the Secured Parties (in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, this Agreement is an amendment and restatement of the U.S. Security Agreement, dated as of April 30, 2012, by and among certain of the Grantors and the Agent (the “Existing U.S. Security Agreement”) and this Agreement is not a novation or discharge of the grant of security interest and obligation of the Grantors thereunder;

WHEREAS, (1) Holdings and the Borrowers have entered into that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014 and as further amended and restated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the lending institutions from time to time party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent, collateral agent, Swingline Lender and Issuing Bank, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Issuing Banks have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein, and (2) one or more Secured Bank Product Providers may from time to time provide Bank Products to any Borrower (clauses (1) and (2), collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the Credit Agreement, each of the Guarantors have agreed to guarantee to the Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (the “Guarantee”);

WHEREAS, the proceeds of the Extensions of Credit have been and will continue to be used in part to enable the Borrowers to make valuable transfers to the Guarantors in connection with the operation of their respective businesses;

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Issuing Banks to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Agent, for the benefit of the Secured Parties; and

WHEREAS, the Grantors acknowledge that they have derived and will continue to derive substantial direct and indirect benefit from the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement (subject to Permitted Liens and the terms of the Intercreditor Agreement).

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Lenders and the Issuing Banks to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Secured Bank Product Providers to provide Bank Products to any Borrower, the Grantors hereby agree with the Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) (i) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and (ii) all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(b).

“Agent” shall have the meaning assigned to such term in the preamble hereto.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Borrowers” shall have the meaning assigned to such term in the preamble hereto.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in Article 9 of the NY UCC.

“Collateral” shall have the meaning assigned to such term in Section 2(a).

“Collateral Account” shall have the meaning assigned to such term in Section 5.1(b).

“Commercial Tort Claims” shall mean all “commercial tort claims,” as such term is defined in Article 9 of the NY UCC.

“Commodity Accounts” shall mean any “commodity account” as such term is defined in Article 8 of the NY UCC.

“Copyrights” shall mean all (a) copyrights in any work subject to the copyright laws of the United States, or of any other country or any group of countries, whether registered or unregistered and whether published or unpublished, including copyrights in computer software and the content thereof, and internet web sites, (b) registrations, recordings and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals thereof.

-2-

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Deposit Accounts” shall mean all “deposit accounts,” as such term is defined in Article 9 of the NY UCC.

“Deposit Account Control Agreement” shall mean an agreement among the Agent, any Grantor and the relevant depository bank, in form and substance reasonably satisfactory to the Agent, granting control of such Grantor’s Deposit Accounts maintained at such depository bank in accordance with Section 9-104 of the Uniform Commercial Code in effect in the jurisdiction of such depository bank.

“Documents” shall mean all “documents,” as such term is defined in Article 9 of the NY UCC.

“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC.

“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.2(a).

“Excluded Accounts” means the Deposit Accounts, Securities Accounts and Commodity Accounts (i) which are used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (ii) which are used for the sole purpose of paying taxes, including sales taxes, (iii) which are used for the sole purpose of holding the proceeds of Term Priority Collateral pending reinvestment by the Grantors or application against the Term Loan Debt and/or the related Guarantees to the extent permitted by the Term Loan Facility, (iv) which are used exclusively as escrow accounts or as fiduciary or trust accounts or (v) which, individually or in the aggregate, have an average daily balance for any fiscal month of less than $5,000,000.

“Excluded Assets” shall mean means the collective reference to: (a) motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements or PPSA financing statements) and Commercial Tort Claims with a value of less than $5,000,000; (b) assets to the extent pledges and security interests in such assets are prohibited by Applicable Law, rule or regulation (including the requirement to obtain consent of any governmental authority); (c) assets to the extent a security interest in such assets would result in adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) or adverse regulatory consequences, in each case as reasonably determined by the Lead Borrower and notified to the Agent in writing; (d) any lease, license or other agreement or any property subject to a Purchase Money Lien or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of, or require the consent of, any other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition; (e) those assets as to which the cost or burden of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties to be afforded thereby (as agreed to in writing by the Lead Borrower and the Agent); (f) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code of any applicable jurisdiction; (g) any leasehold real property; (h) any foreign Intellectual Property; (i) U.S. “intent-to-use” trademark or service mark applications to the extent

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that a verified statement of use or an amendment to allege use has not been filed with and accepted by the United States Patent and Trademark Office with respect thereto; and (j) Excluded Accounts described in clause (i), (ii) and (iv) of the definition of Excluded Accounts and Excluded Capital Stock; provided that “Excluded Assets” shall not include any asset or property that any Loan Party has granted a Lien on or security interest in to secure the obligations under the Term Loan Facility.

“Excluded Capital Stock” means, (a) in the case of any pledge of Equity Interests of any Foreign Subsidiary or of any domestic Subsidiary, substantially all of the assets which consist of the Equity Interests of one or more Foreign Subsidiaries, any Equity Interests that are voting Equity Interests of such Subsidiary in excess of 65% of the outstanding voting Equity Interests; (b) the Equity Interests of any Subsidiary of a Foreign Subsidiary; (c) in the case of Equity Interests in any partnership, joint venture or subsidiary that is not a Wholly-Owned Subsidiary, any Equity Interests in such Person to the extent any organizational document or contractual obligation prohibits such a pledge; (d) any Equity Interests the pledge of which would require the consent, approval, license or authorization of any governmental authority or is otherwise not permitted by Applicable Law; (e) any Equity Interests that constitutes Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America); and (f) any Equity Interests in (i) any captive insurance Subsidiary, (ii) any not-for-profit Subsidiary, (iii) any Subsidiary that is a special purpose vehicle for securitization financings permitted by the Credit Agreement and (iv) any Unrestricted Subsidiary.

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“Fixtures” shall mean all “fixtures,” as such term is defined in Article 9 of the NY UCC.

“General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC.

“Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Grantor” shall have the meaning assigned to such term in the preamble hereto and shall include each Person that becomes a party hereto pursuant to Section 7.13.

“Intellectual Property” shall mean any and all intellectual and similar intangible property, including Trade Secrets, Copyrights, Patents, Trademarks and the IP Agreements and all Proceeds thereof.

“Intellectual Property Collateral” shall mean the Collateral constituting Intellectual Property, including the Intellectual Property set forth in Schedules 1 and 2 (and in any supplement thereto received pursuant to this Agreement) hereto.

“Intellectual Property Security Agreement” shall have the meaning assigned to such term in Section 4.3(e).

“Instruments” shall mean all “instruments,” as such term is defined in Article 9 of the NY UCC.

“Intercreditor Agreement” shall have the meaning assigned to such term in the Credit Agreement.

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“Inventory” shall mean all “inventory,” as such term is defined in Article 9 of the NY UCC.

“Investment Property” shall mean all “investment property,” as such term is defined in Article 9 of the NY UCC.

“IP Agreements” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, sublicense, development, use, manufacture, distribution, sale or disclosure of any Copyrights, Patents, Trademarks, or Trade Secrets to which any Grantor, now or hereafter, is a party.

“Lead Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Letter-of-Credit Rights” shall mean all “letter-of-credit rights,” as such term is defined in Article 9 of the NY UCC.

“Loan Documents” shall mean the “Loan Documents” as defined in the Credit Agreement.

“NY UCC” shall have the meaning assigned to such term in Section 1(a)(ii).

“Patents” shall mean (a) all patents of the United States or the equivalent thereof in any other country or group of countries, all registrations, recordings and extensions thereof, and all applications for patent of the United States or the equivalent thereof in any other country, including patent registrations, statutory invention registrations, utility models, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all provisionals, reissues, reexaminations, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (a) and (b), all the inventions or discoveries disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions or discoveries disclosed or claimed therein.

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Intellectual Property” shall have the meaning set forth in Section 3.2(a).

“Secured Debt Documents” shall mean, collectively, the Loan Documents and each agreement evidencing Secured Bank Product Obligations.

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“Secured Parties” shall have the meaning assigned to such term in the Credit Agreement.

“Security Interest” shall have the meaning assigned to such term in Section 2(a).

“Securities Account” shall mean any “securities account,” as such term is defined in Article 8 of the NY UCC.

“Subsidiary Grantors” shall have the meaning assigned to such term in the preamble hereto.

“Term Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Term Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Term Loan Liens” shall mean any Lien securing the Term Loan Obligations (as such term is defined in the Intercreditor Agreement).

“Termination Date” shall mean the date of the Full Payment of the Obligations.

“Trademarks” shall mean (a) all trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, domain names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, whether registered or unregistered, and all registrations, recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country, group of countries or any political subdivision thereof, and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.

“Trade Secrets” shall mean all confidential and proprietary information, including knowhow, trade secrets, technology, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.

2. Grant of Security Interest.

(a) Each Grantor hereby assigns, pledges, mortgages and hypothecates to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants and confirms its continuing prior grant to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and continuing Lien on (the “Security Interest”) all of such Grantor’s right, title and interest in (subject only to Permitted Liens) to all of the following Property now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations:

(i) all Accounts;

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(ii) all cash;

(iii) all Chattel Paper;

(iv) all Commercial Tort Claims described in Schedule 3 (and in any supplement thereto received pursuant to this Agreement);

(v) all Deposit Accounts;

(vi) all Documents;

(vii) all Equipment;

(viii) all Fixtures;

(ix) all General Intangibles;

(x) all Goods;

(xi) all Instruments;

(xii) all Intellectual Property;

(xiii) all Inventory;

(xiv) all Investment Property;

(xv) Letter-of-Credit Rights;

(xvi) all Money;

(xvii) all Securities Accounts and Commodity Accounts;

(xviii) all books and records pertaining to the Collateral;

(xix) all Supporting Obligations; and

(xx) to the extent not covered by clauses (i) through (xix) of this sentence, all other personal property of such Grantor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing;

provided, however, that notwithstanding any other provision of this Agreement or the other Loan Documents (a) the Collateral (including the definition thereof and any component definition thereof) shall not include any Excluded Assets; and (b) no Grantor shall be required to perfect the Security Interests in the Collateral created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess of, individually, $5,000,000, or Pledged Shares (as defined in the Pledge Agreement), in each case, to the extent included in the Collateral, delivery to the Agent to be held in its possession, (iv) perfection by Control in Deposit Accounts to the extent required by the Credit

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Agreement and (v) any other actions expressly relating to perfection on the Collateral required by the Credit Agreement (and any other applicable Security Documents). Furthermore, (a) no Grantor shall be required to complete any filings or take any other action with respect to the grant, perfection or enforcement of the Security Interests in any jurisdiction outside of the United States and (b) in no event shall control agreements or control or similar arrangements be required with respect to Deposit Accounts, Securities Accounts or Commodity Accounts or any other Property requiring perfection through control except as expressly required by the Credit Agreement or Pledge Agreement.

(b) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Agent promptly upon reasonable request.

Each Grantor also ratifies any authorization previously given in writing to the Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto or continuations thereof if filed prior to the date hereof.

The Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) for the purpose of perfecting, continuing or providing notice of the Security Interests granted by each Grantor hereunder, and naming any Grantor or the Grantors as debtors and the Agent as secured party.

The Security Interest secures the payment of all the Secured Obligations. Without limiting the generality of the foregoing, the Security Interest secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

The Security Interests created hereby are granted as security only and shall not subject the Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

Notwithstanding anything to the contrary contained in this Agreement, the Liens granted above, and the relative priority thereof, shall be set forth in, and subject to the terms and conditions of, the Intercreditor Agreement.

3. Representations And Warranties.

Each Grantor hereby represents and warrants to the Agent, for the benefit of the Secured Parties, that:

3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b) the Term Loan Liens and (c) other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens. None of the Grantors has filed or consented to the filing of any (x) financing statement or analogous document under the Uniform Commercial Code or any other Applicable Laws covering any Collateral, or (y) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, which security agreement, financing statement or similar instrument or assignment is still in effect, except in the case of each of clauses (x) and (y) above, such as have been filed in favor of the Agent pursuant to this Agreement, the other Loan Documents, the Term Loan Documents or are filed in respect of Term Loan Liens or other Permitted Liens.

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3.2. Intellectual Property.

(a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all United States patents, patent applications, trademark registrations and applications for registration, copyright registrations and applications for registration, and domain names (collectively, the “Registered Intellectual Property”), in each case, owned by a Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a Grantor is, as of the date hereof, the exclusive licensee of any United States patent, patent application, trademark registration or application for registration, copyright registration or application for registration (collectively, the “Exclusive IP Agreements”).

Except as would not reasonably be expected to result in a Material Adverse Effect (in each case of clauses (b) through (d) below):

(b) The Registered Intellectual Property is subsisting and has not been adjudged invalid or unenforceable in whole or in part, and to such Grantor’s knowledge is valid and enforceable and has not been abandoned. Such Grantor is not aware of any uses of any item of Registered Intellectual Property that could be expected to lead to such item becoming invalid or unenforceable.

(c) To such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the Registered Intellectual Property or the Grantor’s rights in or use thereof.

(d) No breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Registered Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

3.3. Perfected Security Interests.

(a) Subject to the limitations set forth in this Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favor of the Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the completion of the filing, registration and recording of financing

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statements naming each Grantor as “debtor” and the Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000, or Pledged Shares (as defined in the Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the Agent, (C) in the case of Deposit Accounts, the execution of Deposit Account Control Agreements, and/or (D) in the case of Registered Intellectual Property in which a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement (including Term Loan Liens). It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.

(b) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses.

4. Covenants.

Each Grantor hereby covenants and agrees with the Agent, for the benefit of the Secured Parties, that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the Security Interests created hereby as perfected security interests (subject to any Permitted Lien, Term Loan Liens and the terms of the Intercreditor Agreement) and shall take commercially reasonable actions to defend the Security Interests created hereby and the priority thereof against the claims and demands of all Persons whomsoever, other than holders of Permitted Liens or Term Loan Liens.

(b) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), (i) such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto, and (ii) and such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b) of the Credit Agreement, notify the Agent of the ownership of such After-Acquired Intellectual Property Collateral and, upon the reasonable request of the Agent, promptly execute and deliver to the Agent agreements substantially in the form of Exhibit 2 hereto covering such After-Acquired Intellectual Property Collateral to be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Registered Intellectual Property.

(c) Subject to clause (d) below and Section 2, each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing

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and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Agent may reasonably request, in order (x) to grant, preserve and perfect the validity and priority of the Security Interests created hereby or (y) to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation statements under the Uniform Commercial Code with respect to the security interests created hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 9.1.9 of the Credit Agreement.

(d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that constitute Collateral or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Borrowers that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1.

4.2. Changes in Locations, Name, etc. Each Grantor shall furnish to the Agent prompt written notice of any change in such Grantor’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) federal taxpayer identification number. The Grantors shall, within the applicable statutory periods, make all filings under the Uniform Commercial Code or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and take all actions necessary to ensure that the Liens created under the Security Documents continue to be valid and perfected at all times following such change to the same extent as they were valid and perfected immediately prior to such change.

4.3. Intellectual Property.

(a) With respect to each material item of Intellectual Property Collateral owned by each Grantor that is Registered Intellectual Property, each Grantor agrees to take, at its expense, steps consistent with such Grantor’s reasonable business judgment, including, as applicable, in the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor.

(b) Except to the extent permitted by Section 4.3(c) below, or to the extent that failure to act could not reasonable be expected to result in a Material Adverse Effect, each Grantor shall (and shall cause all its licensees to), in such Grantor’s reasonable business judgment (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired or fall into the public domain.

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(c) Notwithstanding the foregoing or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from discontinuing use or maintenance of or otherwise abandoning any owned Intellectual Property Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers, if such Grantor determines in its reasonable business judgment that abandonment, discontinuance, or failure to take action in respect of such Intellectual Property Collateral is desirable in the conduct of such Grantor’s business.

(d) In the event that any Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such Grantor shall promptly notify the Agent and take such actions, at its expense, as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(e) With respect to its Registered Intellectual Property owned by such Grantor in its own name on the date hereof, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit 2 hereto (an “Intellectual Property Security Agreement”), for recording the Security Interest granted hereunder to the Agent in such Registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

4.4. Commercial Tort Claims. As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with damages in excess of $5,000,000 other than those listed in Schedule 3. If any Grantor shall at any time hold or acquire a Commercial Tort Claim, such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Section 9.1.2(a) and (b) of the Credit Agreement, notify the Agent in writing signed by such Grantor of the brief details thereof and grant to the Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim does not exceed $5,000,000 in the aggregate for all Grantors.

5. Remedial Provisions.

5.1. Certain Matters Relating to Accounts.

(a) At any time after the occurrence and during the continuation of an Event of Default after written notice is delivered to the Grantor, the Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall use commercially reasonable efforts to furnish all such assistance and information as the Agent may reasonably require in connection with such test verifications. The Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 14.11 of the Credit Agreement shall apply to such information.

(b) The Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Agent may curtail or terminate said authority at any time after the occurrence and during the continuation of an Event of Default. If required in writing by the Agent at any time after the occurrence and during the continuation of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days) deposited by such Grantor

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in the exact form received, duly endorsed by such Grantor to the Agent if required, in a Deposit Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Agent (the “Collateral Account”), subject to withdrawal by the Agent for the account of the Secured Parties only as provided in Section 5.4 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the Agent’s written request at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall deliver to the Agent all (to the extent existing and available) original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

5.2. Communications with Obligors; Grantors Remain Liable.

(a) The Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of an Event of Default, after giving reasonable written notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any Accounts. The Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided, that the provisions of Section 14.11 of the Credit Agreement shall apply to such information.

(b) Upon the written request of the Agent at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Agent and may enforce such Grantor’s rights against such obligors.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating thereto, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3. Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the other Secured Parties specified in Section 5.1 hereof with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 10.1(h) of the Credit Agreement shall be deemed to constitute a request by the Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the

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Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Agent. All Proceeds while held by the Agent in a Collateral Account (or by such Grantor in trust for the Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4 hereof.

5.4. Application of Proceeds.

(a) Subject to the terms of the Intercreditor Agreement, upon the occurrence and continuance of an Event of Default, all proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as provided in Section 5.5.1 of the Credit Agreement.

(b) Upon any sale of the Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof.

5.5. Code and Other Remedies. If an Event of Default shall occur and be continuing and subject to the terms of the Intercreditor Agreement, the Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC or any other Applicable Law or in equity and also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Agent or such Secured Party may subject to the satisfaction of the Secured Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the Secured Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further

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agrees, at the Agent’s request, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.5 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the NY UCC or its equivalent in other jurisdictions.

5.6. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Agent or any Secured Party to collect such deficiency.

5.7. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Secured Obligations made by the Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any other Secured Party shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Agent or any other Secured Party, may, but shall be under no obligation to, make a similar demand on the Borrowers or any other Grantor, and any failure by the Agent or any other Secured Party to make any such demand or to collect any payments from the Borrowers or any other Grantor or any release of the Borrowers or any other Grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Agent or any other Secured Party against any Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.8. Conflict with Credit Agreement. In the event of any conflict between the terms of this Section 5 and the Credit Agreement, the Credit Agreement shall prevail.

5.9. Grant of Intellectual Property License. For the purpose of enabling the Agent, during the continuance of an Event of Default and subject to the Intercreditor Agreement, to exercise rights and remedies hereunder at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Agent an irrevocable, royalty-free, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located. This license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. With respect to Trademarks licensed pursuant to this Section 5.9, the Agent shall use such Trademarks in accordance with Grantor’s trademark maintenance

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and use standards and quality control requirements, consistent with Grantor’s past practices, and the Agent shall cause any licensees and/or sublicensees to enter into written agreements whereby they agree to comply with all such standards and quality control requirements, such agreements in form and substance reasonably satisfactory to the Agent

6. The Agent.

6.1. Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each Grantor hereby appoints (until the Termination Date), which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Agent may deem necessary or desirable to accomplish the purposes of this Agreement and the other Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Agent the power and right (until the Termination Date), on behalf of such Grantor, either in the Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the Agent of its intent to do so:

(i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such monies due under any Account or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge Taxes and Liens levied or placed on or threatened against any Collateral;

(iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Agent pursuant to the Credit Agreement;

(vi) send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;

(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all monies due or to become due thereunder directly to the Agent or as the Agent shall direct;

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(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Agent at law);

(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Agent at law);

(xiii) assign, transfer or license any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its reasonable business discretion determine; and

(xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, and do, at the Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Agent deems necessary to protect, preserve or realize upon the Collateral and the Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.l(a) to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Agent, at its option, but without any obligation so to do and solely for the purpose of enabling the Agent to exercise its rights and remedies hereunder for the benefit of the Secured Parties at such times, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Termination Date.

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6.2. Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar property for its own account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property. The Agent shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Agent hereunder are solely to protect the Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for its own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) or material breach of this Agreement or the other Loan Documents.

6.3. Authority of Agent. Each Grantor acknowledges that the rights and responsibilities of the Agent under this Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Agent and the other Secured Parties, be governed by this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4. Security Interest Absolute. All rights of the Agent hereunder, the Security Interests created hereby and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

6.5. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.

(a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination Date.

(b) A Grantor shall automatically be released from its obligations hereunder and the Security Interests of such Grantor created hereby shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement or, if not permitted by the Credit Agreement, upon the effectiveness of any consent by the Required Lenders or Lenders, as applicable, as a result of which such Grantor ceases to be a Restricted Subsidiary of Holdings or otherwise becomes an Excluded Subsidiary.

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(c) (i) Upon any sale, disposition or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to another Grantor), (ii) upon the effectiveness of any written consent to the release of the Security Interests created hereby in any Collateral pursuant to Section 14.1 of the Credit Agreement, or (iii) as required by the Intercreditor Agreement, the Security Interests in such Collateral created hereby shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Agent shall promptly execute and deliver to any Grantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided that, with respect to the release of any Collateral pursuant to clauses (b), (c)(i) and (c)(iii) above, the Agent shall have received such certifications and documentation as it shall reasonably request. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Agent.

6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrowers or any other Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

6.7. Enforcement. No Secured Party (other than the Agent) shall have any individual right to pursue any remedies under this Agreement or the other Loan Documents against any Grantor.

7. Miscellaneous.

7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Agent in accordance with Section 14.1 of the Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1, respectively, in each case duly executed by each Grantor directly affected thereby.

7.2. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Lead Borrower at the Lead Borrower’s addresses set forth in Section 14.3 of the Credit Agreement.

7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any

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other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Agent or such other Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4. Enforcement Expenses; Indemnification.

(a) Each Grantor agrees to pay any and all reasonable, documented and invoiced out-of-pocket costs and expenses in accordance with Section 14.2 of the Credit Agreement.

(b) Each Grantor agrees to indemnify the Agent and the other Secured Parties in accordance with Section 14.2 of the Credit Agreement.

(c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive the Termination Date and the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document.

7.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

7.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”), which delivery shall be effective as delivery of a manually executed counterpart), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Agent and the Borrowers.

7.7. Severability. Any provision of this Agreement that 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 provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

7.8. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9. Integration. This Agreement represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

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7.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.11. Submission To Jurisdiction Waivers. Sections 14.13 and 14.14 of the Credit Agreement shall apply to this Agreement as if incorporated herein, mutatis mutandis.

7.12. Acknowledgments. Section 14.10 of the Credit Agreement shall apply to this Agreement as if incorporated herein, mutatis mutandis.

7.13. Additional Grantors. Each Subsidiary of the Borrowers that is required to become a party to this Agreement pursuant to Section 9.1.9 of the Credit Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

7.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

7.15. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Agent and the other Secured Parties hereunder, in each case, with respect to the Term Priority Collateral and Term Loan Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Term Priority Collateral and Term Loan Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of the Term Loan Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the delivery of and/or arrangement for possession of Collateral that constitutes Term Priority Collateral or arrangement for control of any certificated securities that constitute Term Priority Collateral to or with the Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery of Collateral that constitutes Term Priority Collateral is made to or such possession of Term Priority Collateral or control of such certificated securities is with the Term Loan Agent (as defined in the Intercreditor Agreement) pursuant to the Term Loan Documents; provided that the foregoing shall not limit the requirement to deliver Deposit Account Control Agreements as required by the express terms of the Credit Agreement; (ii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the payment or other transfer of Collateral constituting Term Priority Collateral to the Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Term Loan Agent; (iii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent

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it would have the effect of requiring) the endorsement of any Collateral constituting Term Priority Collateral or related document to the Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Term Loan Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Term Priority Collateral in trust for the benefit of the Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Term Loan Agent and the Agent.

7.16. Effectiveness of this Agreement. This Agreement amends and restates the Existing Security Agreement. The obligations of the “Grantors” under the Existing Security Agreement shall continue under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. All references to the Existing Security Agreement in any Loan Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. It is understood and agreed that the Existing Security Agreement is being amended and restated by entry into this Agreement on the date hereof. To the extent applicable, each Grantor ratifies its authorization for the Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Collateral if filed prior to the date hereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

MILACRON LLC, as Grantor
By:
	Name:
	Title:
MILACRON INTERMEDIATE HOLDINGS LLC, as Grantor
By:
	Name:
	Title:
MCRON FINANCE CORP., as Grantor
By:
	Name:
	Title:
MILACRON MARKETING COMPANY LLC, as Grantor
By:
	Name:
	Title:
CIMCOOL INDUSTRIAL PRODUCTS LLC, as Grantor
By:
	Name:
	Title:

[ABL Security Agreement]

MILACRON PLASTICS TECHNOLOGIES GROUP LLC, as Grantor
By:
	Name:
	Title:
DME COMPANY LLC, as Grantor
By:
	Name:
	Title:
KORTEC, INC., as Grantor
By:
	Name:
	Title:

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BANK OF AMERICA, N.A., as Agent
By:
	Name:
	Title:

[ABL Security Agreement]

ANNEX A TO THE

SECURITY AGREEMENT

SUBSIDIARY GRANTORS

Subsidiary Grantors

1. Milacron LLC

2. Mcron Finance Corp.

3. Milacron Marketing Company LLC

4. Cimcool Industrial Products LLC

5. Milacron Plastics Technologies Group LLC

6. DME Company LLC

7. Kortec, Inc.

Notice Address for All Grantors
Attention:	General Counsel
	Chief Financial Officer
Address:	3010 Disney Street
	Cincinnati, OH 45209
Phone:	(513) 487-5000
Facsimile:	(513) 487-5086

- 1 -

SCHEDULE 1 TO THE

SECURITY AGREEMENT

[List of Patents]

[List of Trademarks]

[List of Copyrights]

Domain Names
Registrant	Domain Name	Expiration Date
ABBA SYSTEMS, INC.	ABBASYSTEMS.COM		8/17/2021
MILACRON LLC	AUTOJECTORS.COM		2/13/2016
MILACRON LLC	BEMOREATMILACRON.COM		12/27/2021
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCLEAN.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ASIA		6/30/2019
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.BE		3/30/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.BG		2/28/2016
MILACRON CANADA LTD.	CIMCOOL.CA		3/28/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CH		5/28/2019
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.EE		9/24/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.NO		7/2/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.UK		7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.ZA		7/5/2017
MILACRON LLC	CIMCOOL.COM		2/23/2017
MILACRON CANADA LTD.	CIMCOOL.COM.MX		12/13/2015
CIMCOOLPOLAND	CIMCOOL.COM.PL		2/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.PT		6/28/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.TR		4/27/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.UA		12/10/2015
CIMCOOL EUROPE CZECH	CIMCOOL.CZ		7/1/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.DE		11/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ES		7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.FR		2/25/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.GR		9/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.HU		10/1/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.IN		12/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.IT		2/26/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.LT		9/22/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NET		8/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NET.PL		12/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NL		3/30/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ORG		7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.PL		2/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.RO		10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.RU		9/28/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.SE		2/26/2016
REGISTRANT NOT REPORTED	CIMCOOL.SK		6/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLAPAC.COM		11/30/2020
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLDENMARK.DK		9/24/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLEUROPE.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLINDUSTRIALPRODUCTS.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMPERIAL.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMSTAR.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMTECH.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS CN	CINCINNATIMILACRON.NET		7/26/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	COOLANTS.EU		4/29/2015
MILACRON LLC	DME.NET		1/11/2020
DME CHINA LTD	DMECHINA.NET		8/31/2015

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON LLC	DMECO.COM		2/16/2018
DME COMPANY LLC	DMECOMPANY.COM		6/8/2016
MILACRON LLC	DMEEU.COM		3/28/2017
MILACRON LLC	DMEUNIVERSITY.NET		7/23/2018
MILACRON MARKETING COMPANY LLC	EDGEGATING.COM		12/17/2015
MILACRON MARKETING COMPANY LLC	EHOTRUNNER.COM		1/8/2016
MILACRON MARKETING COMPANY LLC	EHOTRUNNERS.COM		12/16/2015
MILACRON MARKETING COMPANY LLC	E-HOTRUNNERS.COM		12/16/2015
MILACRON LLC	EJECTORBLADES.COM		6/8/2016
MILACRON LLC	EJECTORPINS.COM		6/8/2016
MILACRON LLC	EJECTORSLEEVES.COM		6/8/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	EVERYDROPISWORTHIT.EU		4/29/2015
MILACRON LLC	EXTRUSIONSERVISES.COM		8/25/2015
FERROMATIK MILACRON AG	FERROMATIK.CH
FERROMATIK MILACRON GMBH	FERROMATIK.COM		3/8/2016
FERROMATIK MILACRON GMBH	FERROMATIK.DE
REGISTRANT NOT REPORTED	FERROMATIK.DK		9/30/2015
REGISTRANT NOT REPORTED	FERROMATIK.ORG		2/14/2016
MILACRON MARKETING COMPANY LLC	HOTHALF.COM		2/1/2016
MILACRON MARKETING COMPANY LLC	HOT-RUNNER.COM		11/24/2015
MILACRON LLC	HOTRUNNERMOLDING.COM		6/7/2016
MILACRON LLC	HOTRUNNERS.CA		4/29/2016
MILACRON MARKETING COMPANY LLC	HOTRUNNERS.CO		5/8/2017
MILACRON MARKETING COMPANY LLC	HOTRUNNERSONLINE.COM		11/28/2015
MILACRON LLC	HOTRUNNERSYSTEMS.COM		6/8/2016
MILACRON MARKETING COMPANY LLC	IMSIPLASTICS.COM		6/4/2017
KORTEC, INC.	KORTEC.COM		5/1/2017
MILACRON MARKETING COMPANY LLC	MASTERPETSYSTEMS.COM		9/24/2015
MILACRON LLC	MASTERUNITDIE.COM		10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	METALWORKINGFLUIDS.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILACOOL.EU		4/19/2015
REGISTRANT NOT REPORTED	MILACORN.EU		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.AT		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CA		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CH		1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CO.UK		1/8/2016
MILACRON LLC	MILACRON.COM		12/29/2019
REGISTRANT NOT REPORTED	MILACRON.COM.CN		12/20/2018
MILACRON MARKETING COMPANY LLC	MILACRON.DE		1/8/2016
MILACRON LLC	MILACRON.ES		1/22/2016
REGISTRANT NOT REPORTED	MILACRON.FR		1/22/2016
MILACRON LLC	MILACRON.HK		1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.IN		1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.JP		1/31/2016
REGISTRANT NOT REPORTED	MILACRON.KR		1/22/2016
REGISTRANT NOT REPORTED	MILACRON.MX		1/8/2016
MILACRON LLC	MILACRON.NET		3/28/2019
MILACRON LLC	MILACRON.ORG		3/28/2019
MILACRON LLC	MILACRONAFTERMARKET.COM		7/1/2023

14

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON MARKETING COMPANY LLC	MILACRONCERTIFIED.COM		12/5/2018
MILACRON LLC	MILACRONINDIA.COM		6/30/2015
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.BIZ		9/23/2017
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.COM		1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.NET		1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONPREOWNED.COM		12/5/2018
MILACRON MARKETING COMPANY LLC	MILACRONUSED.COM		12/5/2018
CIMCOOL INDUSTRIAL PRODUCTS BV	MILFORM.EU		4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILPRO.EU		4/29/2015
MILACRON MARKETING COMPANY LLC	MMHOTRUNNERS.COM		11/28/2015
MILACRON LLC	MOLDACTION.COM		6/7/2016
MILACRON LLC	MOLDASSEMBLIES.COM		6/7/2016
MILACRON LLC	MOLDBASES.COM		6/7/2016
MILACRON LLC	MOLDCOMPONENTS.COM		6/7/2016
MILACRON LLC	MOLDCOOLING.COM		6/7/2016
MILACRON LLC	MOLDINGUNDERCUTS.COM		7/28/2016
MILACRON LLC	MOLDMASTER.CA		11/28/2015
MILACRON MARKETING COMPANY LLC	MOLD-MASTER.COM		11/28/2017
MILACRON LLC	MOLDMASTERS.CA		1/19/2017
MILACRON LLC	MOLD-MASTERS.CA		11/28/2015
REGISTRANT NOT REPORTED	MOLDMASTERS.CN		11/16/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.CO		4/8/2017
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.CO		5/8/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.COM		1/18/2018
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.COM		11/28/2017
MOLD-MASTERS LIMITED	MOLDMASTERS.ES		8/11/2016
MOLD-MASTERS LIMITED	MOLDMASTERS.IN		12/22/2015
MILACRON LLC	MOLDMASTERS.MX		1/13/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.NET		12/13/2016
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.ORG		12/13/2016
MILACRON LLC	MOLDMONITOR.COM		7/23/2016
MILACRON LLC	MOLDMONITOR.NET		7/23/2016
MILACRON LLC	MOLDTOOLING.COM		6/7/2016
MILACRON MARKETING COMPANY LLC	MPETSYSTEMS.COM		9/24/2015
MILACRON LLC	NICKERSONMACHINERY.COM		10/13/2016
MILACRON LLC	NORTHERNSUPPLY.COM		2/28/2016
MILACRON MARKETING COMPANY LLC	OAKINTERNATIONAL.BIZ		12/5/2015
MILACRON LLC	OAKINTERNATIONAL.COM		9/25/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	OAKINTERNATIONAL.EU		4/29/2015
MILACRON CANADA CORP	OAKSIGNATURE.CA		12/14/2015
MILACRON LLC	PLASTICSPROCESSING.COM		10/29/2017
MILACRON LLC	PLASTICSTOOLING.COM		6/7/2016
MILACRON MARKETING COMPANY LLC	PPMPLASTICS.COM		3/9/2018
MILACRON LLC	PRODUCTOCHEMICALS.COM		8/16/2015
MILACRON LLC	PRODUCTOCLEANERS.COM		3/10/2016
MILACRON LLC	PROGRESSPRECISION.COM		9/13/2017
FERROMATIK MILACRON, INC.	ROBOSHOT.COM		1/3/2016
FERROMATIK MILACRON, INC.	ROBOSHOT.NET		1/3/2016
MILACRON LLC	SERVTEK.COM		3/19/2017

15

Domain Names

Registrant	Domain Name	Expiration Date
MILACRON LLC	SERVTEKPARTS.COM		6/30/2016
MILACRON MARKETING COMPANY LLC	STACKMOLDS.COM		12/14/2016
MILACRON LLC	STARCHEM.NET		5/23/2017
MILACRON LLC	TEMPCONTROLS.COM		6/7/2016
MILACRON MARKETING COMPANY LLC	TEMPMASTER.COM		12/15/2016
REGISTRANT NOT REPORTED	TIRAD.CZ		11/7/2015
MILACRON UK LTD	UNILOY.CO.UK		12/4/2016
MILACRON MARKETING COMPANY LLC	UNILOY.COM		5/14/2032
UNILOY MILACRON GERMANY GMBH	UNILOY.DE
UNILOY MILACRON SRL	UNILOY.IT		8/6/2015
MILACRON LLC	UNILOY.NET		5/19/2020
MILACRON LLC	UNILOY.US		5/19/2020
MILACRON MARKETING COMPANY LLC	UNILOYMILACRON.COM		10/26/2016
UNILOY MILACRON GERMANY GMBH	UNILOY-MILACRON.DE
MILACRON LLC	UNILOYNA.COM		5/19/2020
MILACRON LLC	UNILOYNORTHAMERICA.COM		5/19/2020
MILACRON LLC	UNILOYSPRINGFIELD.COM		5/19/2020
MILACRON LLC	USEDEXTRUDERS.COM		8/5/2015
MILACRON MARKETING COMPANY LLC	VALVEGATE.COM		12/17/2015
MILACRON MARKETING COMPANY LLC	VALVEGATING.COM		12/17/2015
MILACRON LLC	WEARTECHNOLOGY.COM		11/4/2016
MILACRON CANADA LTD	YOURFLUIDDOCTOR.COM		10/31/2015

16

[List of IP Agreements]

SCHEDULE 3 TO THE

REVOLVING SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

None.

EXHIBIT 1 TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

SUPPLEMENT NO. [    ], dated as of [                    ] (this “Supplement”), to the Amended and Restated U.S. Security Agreement, dated as of April 30, 2012, as amended and restated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), the Subsidiaries of the Lead Borrower listed on Annex A thereto, as borrowers, and together with the Lead Borrower, collectively, “Borrowers”), each of the subsidiaries listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with Holdings and the Borrowers, collectively, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for the Secured Parties (in such capacity, the “Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Security Agreement.

B. The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Section 7.13 of the Security Agreement provides that each Restricted Subsidiary of the Borrowers that is required to become a party to the Security Agreement pursuant to Section 9.1.9 of the Credit Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Grantor under the Security Agreement as consideration for the Secured Obligations.

Accordingly, the Agent and the New Grantors agree as follows:

SECTION 1. In accordance with Section 7.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby assign, pledge, mortgage and hypothecate to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest (but, in any event, excluding any Excluded Assets). Each reference to a “Subsidiary Grantor” and a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement (including Section 2 hereof) is hereby incorporated herein by reference.

1-1

SECTION 2. Each New Grantor represents and warrants to the Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Supplement shall become effective as to each New Grantor when the Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Agent.

SECTION 4. Such New Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation, organization or formation of such New Grantor, (iii) the identity or corporate structure of such New Grantor and (iv) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by a such New Grantor in its name, and indicates for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the identity of the current applicant or registered owner, (ii) Schedule C hereto sets forth all Exclusive IP Agreements, (iii) Schedule D hereto sets forth all Commercial Tort Claims held by such new Grantor and (iv) Schedule E hereto sets forth all Deposit Accounts of such New Grantor indicating if any such Deposit Accounts is an Excluded Deposit Account.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Any provision of this Supplement that 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 provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Lead Borrower at the Lead Borrower’s address set forth in Section 14.3 of the Credit Agreement.

SECTION 9. Each New Grantor agrees to reimburse the Agent for its reasonable, documented and invoiced out-of-pocket costs and expenses in connection with this Supplement in accordance with Section 14.2 of the Credit Agreement.

1-2

IN WITNESS WHEREOF, each New Grantor and the Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NEW GRANTOR(S)],
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Agent
By:
	Name:
	Title:

1-3

SCHEDULE A

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

CORPORATE INFORMATION

Legal Name Jurisdiction of
Incorporation or
Organization Type of Organization
or Corporate Structure Federal Taxpayer
Identification
Number and
Organizational
Identification
Number

SCHEDULE B

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

REGISTERED INTELLECTUAL PROPERTY
A.     COPYRIGHTS AND COPYRIGHT APPLICATIONS
Registered Owner/Grantor	Title	Registration Number

B.     PATENTS AND PATENT APPLICATIONS
Domestic Patent and Patent Applications
Registered Owner/Grantor	Patent	Registration No.	Application No.
C.     TRADEMARKS AND TRADEMARK APPLICATIONS
Domestic Trademarks and Trademark Applications
Registered Owner/Grantor	Trademark	Registration No.	Application No.
D.     DOMAIN NAMES

SCHEDULE C

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

SCHEDULE D

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

SCHEDULE E

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

ACCOUNTS

Owner Type of Account Name of Account Bank or
Intermediary Account
Numbers Purpose of
Account Excluded
Account

EXHIBIT 2 TO THE

AMENDED AND RESTATED U.S. SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”), dated as of [                    ], by and among the Persons listed on the signature pages hereto (the “Grantors”), and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Amended and Restated U.S. Security Agreement, dated as of April 30, 2012, as amended and restated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), the Subsidiaries of the Lead Borrower listed on Annex A thereto, as borrowers, and together with the Lead Borrower, collectively, “Borrowers”), each of the subsidiaries listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with Holdings and the Borrowers, collectively, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for the Secured Parties (the “Agent”).

B. The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.3(e) of the Security Agreement, the Grantors have agreed to execute or otherwise authenticate this IP Security Agreement for recording the Security Interest granted under the Security Agreement to the Agent in such Grantors’ Registered Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

Accordingly, the Agent and the Grantors agree as follows:

SECTION 1. Grant of Security.¹ The Grantors hereby grant to the Agent for the benefit of the Secured Parties a security interest in all of such Grantors’ right, title and interest in and to the [United States Trademark registrations and applications] [United States Patent registrations and applications] [United States Copyright registrations and applications and exclusive copyright licenses] set forth in Schedule A hereto, excluding any Excluded Assets (collectively, the “Collateral”).

SECTION 2. Security for Secured Obligations. The grant of a security interest in the Collateral by the Grantors under this IP Security Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Grantors.

¹  Separate agreements should be entered in respect of patents, trademarks, and copyrights.

2-1

SECTION 3. Recordation. The Grantors authorize and requests that the Register of Copyrights, the Commissioner for Patents, the Commissioner for Trademarks and any other applicable governmental officer located in the United States record this IP Security Agreement.

SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. The Grantors hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 5. Counterparts. This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAWS GOVERNING THE COLLATERAL.

SECTION 7. Severability. Any provision of this IP Security Agreement that 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 provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to the Grantors shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 14.3 of the Credit Agreement.

SECTION 9. Expenses. The Grantors agree to reimburse the Agent for its reasonable, documented and invoiced out-of-pocket costs and expenses in connection with this IP Security Agreement, in accordance with Section 14.2 of the Credit Agreement.

SECTION 10. Release of Security Interest. In connection with the termination or release of Security Interests evidenced by the Security Agreement, the Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.

SECTION 11. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Agent and the other Secured Parties hereunder, in each case, with respect to the Term Priority Collateral and Term Loan Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or

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inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Term Priority Collateral and Term Loan Liens, the provisions of the Intercreditor Agreement shall prevail.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Grantors and the Agent have duly executed this IP Security Agreement as of the day and year first above written.

[NAME OF GRANTOR],
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Agent
By:
	Name:
	Title:

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SCHEDULE A TO THE

INTELLECTUAL PROPERTY

SECURITY AGREEMENT

UNITED STATES TRADEMARKS/UNITED STATES PATENTS/

UNITED STATES COPYRIGHTS]

EXHIBIT C

AMENDED AND RESTATED U.S. PLEDGE AGREEMENT

[SEE ATTACHED]

C-1

AMENDED AND RESTATED U.S. PLEDGE AGREEMENT

AMENDED AND RESTATED U.S. PLEDGE AGREEMENT, dated as of April 30, 2012, as amended and restated as of May 14, 2015 (this “Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), the Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors” and, together with the Lead Borrower, collectively, the “Borrowers” and, together with the Lead Borrower and Holdings, collectively, the “Pledgors”), and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, this Agreement is an amendment and restatement of the U.S. Pledge Agreement, dated as of April 30, 2012, by and among certain of the Pledgors and the Agent (the “Existing U.S. Pledge Agreement”) and this Agreement is not a novation or discharge of the grant of security interest and obligation of the Pledgors thereunder;

WHEREAS, (1) Holdings and the Borrowers have entered into that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014 and as further amended and restated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the lending institutions from time to time party thereto (the “Lenders”), BANK OF AMERICA, N.A. as Administrative Agent, Swingline Lender and Issuing Bank, pursuant to which the Lenders have severally agreed to make loans to the Borrowers and the Issuing Banks have agreed to issue letters of credit for the account of the Borrowers upon the terms and subject to the conditions set forth therein and (2) one or more Secured Bank Product Providers may from time to time provide Bank Products to any Borrower (clauses (1) and (2) collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the Credit Agreement, each of the Pledgors (other than the Borrowers in respect of their own obligations) have agreed to guarantee to the Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations;

WHEREAS, the proceeds of the Extensions of Credit have been and will continue be used in part to enable the Lead Borrower to make valuable transfers to the Pledgors in connection with the operation of their respective businesses;

WHEREAS, each Pledgor acknowledges that it has derived and will continue to derive substantial direct and indirect benefit from the making of the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement;

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Issuing Banks to make their respective Extensions of Credit to the Borrowers under the Credit Agreement that the Pledgors shall have executed and delivered this Agreement to the Agent for the benefit of the Secured Parties;

WHEREAS, the Pledgors are party to that certain Amended and Restated U.S. Security Agreement, dated as of April 30, 2012, as amended and restated as of May 14, 2015, by and among the Pledgors and the Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”); and

WHEREAS, (1) the Pledgors are the legal and beneficial owners of the Equity Interests described in Schedule 1 and issued by the entities named therein (such Equity Interests, together with all other Equity Interests of any Subsidiary of Holdings issued or acquired after the date hereof (the “After-Acquired Shares”) but excluding any Excluded Capital Stock, are referred to collectively herein as the “Pledged Shares”), and (2) each of the Pledgors is the legal and beneficial owner of the Promissory Notes, Chattel Paper and Instruments evidencing Debt owed to it described in Schedule 1 and issued by the entities named therein (such notes and instruments, together with any other Debt owed to any Pledgor hereafter (the “After-Acquired Debt”) but excluding any Excluded Assets and Payment Items to be deposited in the Ordinary Course of Business, are referred to collectively herein as the “Pledged Debt”), in each case as such schedule may be amended, restated, amended and restated, supplemented or otherwise modified from time to time pursuant to this Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Lenders and the Issuing Banks to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and to induce one or more Secured Bank Product Providers to provide Bank Products to any Borrowers, the Pledgors hereby agree with the Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement or Security Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement or the Security Agreement, as applicable, and all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-Acquired Debt” shall have the meaning assigned to such term in the recitals hereto.

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“After-Acquired Shares” shall have the meaning assigned to such term in the recitals hereto.

“Agent” shall have the meaning assigned to such term in the preamble hereto.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Collateral” shall have the meaning assigned to such term in Section 2 hereto.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Existing Pledgors” shall have the meaning assigned to such term in Section 27 hereto.

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 1 and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms of the Loan Documents.

“Lead Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Pledged Debt” shall have the meaning assigned to such term in the recitals hereto.

“Pledgors” shall have the meaning assigned to such term in the preamble hereto and shall include each Person that becomes a party hereto pursuant to Section 8(a).

“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.

“Subsidiary Pledgors” shall have the meaning assigned to such term in the preamble hereto.

“Term Loan Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Term Loan Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

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“Term Loan Documents” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Term Loan Liens” shall mean any Liens securing the Term Loan Obligations.

“Term Loan Obligations” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Term Priority Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Termination Date” shall mean the date of the Full Payment of Obligations.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Pledgor, shall refer to such Pledgor’s Collateral or the relevant part thereof.

2. Grant of Security. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, each Pledgor hereby assigns and pledges to the Agent, for the benefit of the Secured Parties, and hereby grants and confirms its continuing grant to the Agent, for the benefit of the Secured Parties, a security interest in and continuing Lien on all of such Pledgor’s right, title and interest in and to all of the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Collateral”):

(a) the Pledged Shares held by such Pledgor and the certificates, if any, representing such Pledged Shares;

(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to such Pledgor, and all payments of principal or interest, cash, instruments and other Property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Debt;

(c) all other Property that may be delivered to and held by the Agent pursuant to the terms of this Section 2;

(d) subject to Section 7, all rights and privileges of such Pledgor with respect to the securities and other Property referred to in clauses (a), (b) and (c) above; and

(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all Proceeds of any or all of the foregoing Collateral. For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes Proceeds of any indemnity or guarantee payable to any Pledgor or the Agent from time to time with respect to any of the Collateral; provided, however, that notwithstanding any other provision of this Agreement, the Collateral shall not include any Excluded Assets;

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TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

3. Security for the Secured Obligations. This Agreement secures the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of, and the performance of, all the Secured Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Agent or the Secured Parties under the Bank Products but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding (as defined in the Intercreditor Agreement) involving any Pledgor.

4. Delivery of the Collateral and Filing.

(a) On the Closing Date, each Pledgor hereby represents and warrants that all certificates representing Pledged Shares and certificates or instruments representing Pledged Debt with a value in excess, individually, of $5,000,000, in each case, in existence on the date hereof have been delivered to the Agent (or its non-fiduciary agent or designee) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank. All certificates or instruments representing Pledged Debt with a value in excess, individually, of $5,000,000, in each case, or Pledged Shares acquired or created after the date hereof shall be promptly (and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and 9.1.2(b) of the Credit Agreement) delivered to and held by or on behalf of the Agent (or its non-fiduciary agent or designee) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank; provided that (a) in no event shall any certificates, instruments or transfer of stock powers be required with respect to the pledge of any Equity Interests of any Foreign Subsidiary, other than a Canadian Guarantor in accordance with the terms of Section 9.1.9(b) of the Credit Agreement and (b) no Pledgor shall be required to take any action with respect to the grant, perfection or enforcement of the Collateral in any jurisdiction outside of the United States. Each delivery of Collateral (including any After-Acquired Shares and After-Acquired Debt) shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which shall be attached hereto as part of Schedule 1 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities. Each schedule so delivered shall supersede any prior schedules so delivered.

(b) Each Pledgor hereby irrevocably authorizes the Agent at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail.

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5. Representations and Warranties. Each Pledgor represents and warrants to the Agent, for the benefit of the Secured Parties, that:

(a) Schedule 1 hereto correctly sets forth as of the Closing Date and as of each date on which a supplement to Schedule 1 is delivered pursuant to Section 4(a) hereof (A) the issuer, the issuer’s jurisdiction of formation, the certificate number, if any, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged Shares and (B) the issuer, the issuer’s jurisdiction, the principal amount, the Pledgor, date of issuance and maturity date of all Pledged Debt. Except as set forth on Schedule 1 and except for Excluded Capital Stock, the Pledged Shares represent all of the issued and outstanding Equity Interests of each class of Equity Interests in the issuer on the Closing Date and as of each date on which a supplement to Schedule 1 is delivered pursuant to Section 4.

(b) Such Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such Pledgor hereunder free and clear of any Lien, except for the Liens created by this Agreement and the Loan Documents, the Term Loan Liens and other Permitted Liens.

(c) As of the Closing Date, the Pledged Shares pledged by such Pledgor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.

(d) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(e) The execution and delivery by such Pledgor of this Agreement and the pledge of the Collateral pledged by such Pledgor hereunder pursuant hereto creates a valid and enforceable security interest in such Collateral (in the case of the Equity Interests of Foreign Subsidiaries, to the extent the creation of such security interest in the Equity Interests of Foreign Subsidiaries is governed by the NY UCC), except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law), and (i) in the case of certificates or instruments representing or evidencing the Collateral, upon the earlier of (x) delivery of such Collateral and any necessary indorsements to the extent necessary to the Agent (or its non-fiduciary agent or designee) in accordance with this Agreement and (y) the filing of financing statements naming each Pledgor as “debtor” and the Agent as “secured party” and describing the Collateral in the applicable filing offices, and (ii) in the case of all other Collateral which is capable of being perfected by the filing of financing statements upon the filing of financing statements naming each Pledgor as “debtor” and the Agent as “secured party” and describing the Collateral in the applicable filing offices, shall create a perfected security interest in such Collateral

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(in the case of the Equity Interests of Foreign Subsidiaries, to the extent the creation of such security interest in the Equity Interests of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the Secured Obligations, in favor of the Agent, for the benefit of the Secured Parties.

(f) The pledge effected hereby is effective to vest in the Agent, for the benefit of the Secured Parties, the rights of the Agent in the Collateral as set forth herein.

It being understood and agreed that the representations and warranties set forth in this Section 5 shall be qualified to the extent that any action expressly required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the Loan Documents.

6. Further Assurances. Subject to any limitations set forth in the Loan Documents, each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Agent may reasonably request, in order (x) to perfect and preserve any pledge, assignment or security interest granted hereby (including the priority thereof) or (y) to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

7. Voting Rights; Dividends and Distributions; Etc.

(a) Prior to a written notice (specifying that the Pledgors rights under this Section 7 are being suspended) from the Agent following the occurrence and during the continuation of an Event of Default:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not prohibited by the terms of this Agreement or the other Loan Documents; provided that such voting and other rights shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Shares or the rights and remedies of any of the Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above.

(b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this Agreement, any and all dividends, distributions, redemptions, principal and interest made or paid in respect of the Collateral to the extent not prohibited by any Loan Document; provided, however, that any and all certificates and instruments representing any noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision, combination

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or reclassification of the outstanding Equity Interests of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Agent to hold as Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Agent as Collateral in the same form as so received (with any necessary indorsement). So long as no Event of Default has occurred and is continuing, the Agent shall promptly deliver to each Pledgor (at the expense of such Pledgor) any Pledged Shares or Pledged Debt in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Shares or Pledged Debt.

(c) Subject to the terms of the Intercreditor Agreement, upon written notice (specifying that Pledgors rights under this Section 7 are being suspended) to the Pledgors by the Agent following the occurrence and during the continuation of an Event of Default:

(i) All rights of such Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuation of such Event of Default; provided that, unless otherwise directed by the Required Lenders, the Agent shall have the right from time to time following the occurrence and during the continuation of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Lead Borrower has delivered to the Agent a certificate to that effect, each Pledgor will have the right to exercise the voting and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 7(a)(i) (and the obligations of the Agent under Section 7(a)(ii) shall be reinstated);

(ii) All rights of such Pledgor to receive the dividends, distributions and principal and interest payments that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 7(b) shall cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing and the Lead Borrower has delivered to the Agent a certificate to that effect, the Agent shall repay to each Pledgor (without interest) and each Pledgor shall be entitled to receive, retain and use all dividends, distributions and principal and interest payments that such Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 7(b) and such Pledgor’s right to receive and retain any and all dividends, distributions and principal and interest payments shall be automatically reinstated;

(iii) All dividends, distributions and principal and interest payments that are received by such Pledgor contrary to the provisions of Section 7(b) shall be received in trust for the benefit of the Agent, shall be segregated from other property or funds of such Pledgor and shall forthwith be delivered to the Agent as Collateral in the same form as so received (with any necessary instrument of transfer or indorsements signed in blank);

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(iv) In order to permit the Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 7(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 7(c)(i), and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 7(c)(ii) and (c)(iii), such Pledgor shall from time to time execute and deliver to the Agent, appropriate proxies, dividend payment orders and other instruments as the Agent may reasonably request; and

(v) The Agent shall have the right to transfer to or to register in the name of the Agent or any of its nominees any or all of the Pledged Shares. Each Pledgor will promptly upon Agent’s request give to the Agent copies of, to the extent available, any notices or other communications received by it with respect to Pledged Shares registered in the name of such Pledgor. The Agent shall have the right to exchange the certificates representing Pledged Shares for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

(d) Any notice given by the Agent to the Pledgors suspending their rights under paragraph (c) of this Section 7 (i) may be given by telephone if promptly confirmed in writing (including electronic mail), (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (b) of this Section 7 in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

8. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor (subject to Section 9.9 of the Credit Agreement) shall:

(a) pledge and, if applicable, cause each domestic Subsidiary required to become a party hereto to pledge, to the Agent for the benefit of the Secured Parties, promptly (and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b) of the Credit Agreement) upon acquisition thereof, all After-Acquired Shares and After-Acquired Debt required to be pledged pursuant to Section 4 of this Agreement, in each case pursuant to a supplement to this Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any other Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement); and

(b) defend its and the Agent’s title or interest in and to all the Collateral (and in the proceeds thereof) against any and all Liens (other than the Liens created by this Agreement and the Loan Documents, the Term Loan Liens and other Permitted Liens), however arising, and any and all Persons whomsoever and, subject to Section 6.5 of the Security Agreement and Section 13 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

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9. Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints (until the Termination Date), which appointment is irrevocable and coupled with an interest, the Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, to take any action and to execute any instrument, in each case effective after the occurrence and during the continuation of an Event of Default, that the Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full discharge for the same.

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

11. Remedies. Subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing:

(a) The Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC of any applicable jurisdiction or any other applicable law and also may without notice, except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as the Agent may deem commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent or any other Secured Party shall have the right upon any such public sale, and, to the extent

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permitted by Applicable Law, upon any such private sale, to purchase all or any part of the Collateral so sold, and the Agent or such other Secured Party may, subject to (x) the satisfaction in full of all payments due pursuant to Section 11(b) hereof and (y) the satisfaction of the Secured Obligations in accordance with the priorities set forth in Section 11(b) hereof, pay the purchase price by crediting the amount thereof against the Secured Obligations; provided that in no event shall there be applied towards the satisfaction of the Secured Obligations proceeds of any such sale of any voting Equity Interest of any Foreign Subsidiary or of any Domestic Subsidiary, substantially all of the assets of which consist of the Equity Interests of one or more Foreign Subsidiaries in excess of 65% of the outstanding voting Equity Interests of such Subsidiary (in either case securing the Secured Obligations), derived from voting Equity Interests of such Subsidiary in excess of 65% of the outstanding Equity Interests of such class. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by Applicable Law, each Pledgor hereby waives any claim against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the first offer received and does not offer such Collateral to more than one offeree. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 11 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

(b) The Agent shall apply the proceeds of any collection or sale of the Collateral at any time after receipt in accordance with the priority set forth in Section 5.5.1 of the Credit Agreement; provided that in no event shall there be applied towards the satisfaction of the Secured Obligations proceeds of any such collection or sale any voting Equity Interest of any Foreign Subsidiary or of any Domestic Subsidiary, substantially all of the assets of which consist of the Equity Interests of one or more Foreign Subsidiaries in excess of 65% of the outstanding voting Equity Interests of such Subsidiary (in either case securing the Secured Obligations), derived from voting Equity Interests of such Subsidiary in excess of 65% of the outstanding Equity Interests of such class.

Upon any sale of the Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof.

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(c) The Agent may exercise any and all rights and remedies of each Pledgor in respect of the Collateral.

(d) All payments received by any Pledgor after the occurrence and during the continuation of an Event of Default in respect of the Collateral shall be received in trust for the benefit of the Agent, shall be segregated from other property or funds of such Pledgor and shall, subject to the terms of the Intercreditor Agreement, be forthwith delivered to the Agent (or its non-fiduciary agent or designee) as Collateral in the same form as so received (with any necessary indorsement).

(e) If the Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to this Section 11, each Pledgor recognizes that the Agent may be unable to effect a public sale of any or all of the Pledged Shares, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.

(f) If the Agent determines to exercise its right to sell any or all of the Collateral, upon written request, each Pledgor shall, from time to time, furnish to the Agent all such information as the Agent may reasonably request in order to determine the number of shares and other instruments included in the Collateral which may be sold by the Agent as exempt transactions under the Securities Act and rules of the Securities and Exchange Commission, as the same are from time to time in effect.

(g) No Secured Party (other than the Agent) shall have any individual right to pursue any remedies under this Agreement or the other Loan Documents against any Pledgor.

12. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Except for the termination of a Pledgor’s Secured Obligations hereunder as expressly provided in Section 13, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of any of the Secured Obligations made by the Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any other Secured Party, (c) the Bank Products and any other documents executed and delivered in connection therewith may be amended, restated, amended and restated, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Bank Product, and (d) any collateral security, guarantee or right of offset at any time held by the Agent or any other Secured Party

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for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Pledgor, the Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrowers (to the extent such demand is in respect of any Secured Obligations owing by the Borrowers) or any other Pledgor, and any failure by the Agent or any other Secured Party to make any such demand or to collect any payments from the Borrowers or any other Pledgor or any release of the Borrowers or any other Pledgor shall not relieve any Pledgor in respect of which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Agent or any other Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuation of any legal proceedings.

13. Continuing Security Interest; Assignments Under the Bank Products; Release.

(a) This Agreement and the security interest granted hereunder shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns, until the Termination Date.

(b) A Pledgor shall automatically be released from its obligations hereunder and the pledge of such Pledgor created hereby shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement or, if not permitted by the Credit Agreement, upon the effectiveness of any consent by the Required Lenders or Lenders, as applicable, as a result of which such Pledgor ceases to be a Restricted Subsidiary of Holdings or otherwise becomes an Excluded Subsidiary.

(c) The Liens and security interests created hereby in any Collateral of any Pledgor shall be automatically released and such Collateral sold free and clear of the Liens and security interests created hereby (i) upon any sale, disposition or other transfer by such Pledgor of such Collateral that is (i) permitted under the Credit Agreement (other than to the Lead Borrower or any Subsidiary Pledgor), (ii) upon the effectiveness of any written consent to the release of the Liens and security interests granted hereby in any Collateral pursuant to Section 14.1 of the Credit Agreement or (iii) as required by the Intercreditor Agreement.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Agent shall promptly execute and deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release; provided, however, that with respect to the release of any item of Collateral pursuant to Section 13(c)(i) or 13(c)(iii) in connection with any request of evidence of termination or release made of the Agent, the Agent may request that the Pledgor deliver a certificate of a Senior Officer to the effect that the sale or transfer transaction is in compliance with the Credit Agreement. Any execution and delivery of documents pursuant to this Section 13 shall be without recourse to or warranty by the Agent.

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14. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrowers or any other Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any other Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.

15. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Pledgor shall be given to it in care of the Lead Borrower at the Lead Borrower’s address set forth in Section 14.3 of the Credit Agreement.

16. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”), which delivery shall be effective as delivery of a manually executed counterpart), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Agent and the Lead Borrower.

17. Severability. Any provision of this Agreement that 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 provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

18. Integration. This Agreement represents the agreement of each of the Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

19. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Agreement may be waived, amended, restated, amended and restated, supplemented or otherwise modified except by a written instrument executed by the affected Pledgor(s) and the Agent in accordance with Section 14.1 of the Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provision may be modified and no Collateral may be released) through agreements substantially in the form of Annex A duly executed by each Pledgor affected thereby.

(b) Neither the Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 19(a) hereof), delay, indulgence, omission or otherwise

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be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Agent or such other Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

20. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

21. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Pledgor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

23. Submission to Jurisdiction; Waivers. Section 14.13 of the Credit Agreement shall apply to this Agreement as if incorporated herein, mutatis mutandis.

24. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

25. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, the Liens and security interests granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Agent and the other Secured Parties hereunder, in each case, with respect to the Term Priority Collateral and the Term Loan Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Term Priority Collateral and the Term Loan Liens, the provisions of the Intercreditor Agreement shall prevail.

26. Secured Obligations of Pledgors. Notwithstanding anything herein to the contrary, prior to the Discharge of Term Loan Obligations (as defined in the Intercreditor

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Agreement), so long as the Term Loan Agent pursuant to the Term Loan Documents is acting as bailee and non-fiduciary agent for perfection on behalf of the Agent pursuant to the terms of the Intercreditor Agreement, any obligation of any Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) (a)(i) delivery of Collateral that constitutes Term Priority Collateral to, or the possession or control of Collateral that constitutes Term Priority Collateral with, the Agent shall be deemed complied with and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true and correct) if such delivery of Collateral that constitutes Term Priority Collateral is made to, or such possession or control of Collateral that constitutes Term Priority Collateral is with, the Term Loan Agent pursuant to the Term Loan Documents, (ii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent that it would have the effect of requiring) the endorsement of any Collateral that constitutes Term Priority Collateral or related document to the Agent shall be deemed to have been satisfied (or, in the case of any representation and warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Term Loan Agent, (iii) any covenant requiring that a Pledgor receive and/or hold any Collateral that constitutes Term Priority Collateral in trust for the benefit of the Agent shall be deemed to have been satisfied to the extent that such Pledgor receives or holds (as applicable) such Collateral that constitutes Term Priority Collateral in trust for the benefit of the Term Loan Agent or (iv) the Pledgors shall be deemed to have complied with each provision of this Agreement that requires the notation of a security interest in favor the Agent in or on any agreement, instrument or document so long as the security interest of the Term Loan Agent is so noted in or on such agreement, instrument or document.

27. Effectiveness of this Agreement. This Agreement amends and restates the Existing U.S. Pledge Agreement. The obligations of the “Pledgors” under the Existing U.S. Pledge Agreement (the “Existing Pledgors”) and the grant of security interest in the Pledged Debt (as defined therein) by the Existing Pledgors shall continue under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. All references to the Existing U.S. Pledge Agreement in any Loan Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. It is understood and agreed that the Existing U.S. Pledge Agreement is being amended and restated by entry into this Agreement on the date hereof. To the extent applicable, each Pledgor ratifies its authorization for the Agent to file in any relevant jurisdictions any such financing statement relating to all or any part of the Collateral if filed prior to the date hereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

MILACRON LLC,
as a Pledgor,
By:
	Name:
	Title:
MILACRON INTERMEDIATE HOLDINGS INC., as a Pledgor,
By:
	Name:
	Title:
MCRON FINANCE CORP., as a Pledgor,
By:
	Name:
	Title:
MILACRON MARKETING COMPANY LLC, as a Pledgor,
By:
	Name:
	Title:
CIMCOOL INDUSTRIAL PRODUCTS LLC, as a Pledgor,
By:
	Name:
	Title:

[Pledge Agreement]

MILACRON PLASTICS TECHNOLOGIES GROUP LLC,
as a Pledgor,
By:
	Name:
	Title:
DME COMPANY LLC, as a Pledgor,
By:
	Name:
	Title:
KORTEC, INC., as a Pledgor,
By:
	Name:
	Title:

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BANK OF AMERICA, N.A.,
as Agent,
By:
	Name:
	Title:

SCHEDULE 1

TO THE

PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares

Pledgor	Issuer	Issuer’s jurisdiction of formation	Certificate No(s)	Number of Units	Percentage of Issued and Outstanding Units			Percentage of Owned Equity Interests pledged under Pledge Agreement
Milacron Intermediate Holdings Inc.	Milacron LLC	Delaware	N/A	1 membership interest		100	%		100	%
Milacron LLC	Mcron Finance Corp.	Delaware	N/A	1000 shares		100	%		100	%
Milacron LLC	DME Company LLC	Delaware	N/A	1 membership interest		100	%		100	%
Milacron LLC	Milacron Plastics Technologies Group LLC	Delaware	N/A	1 membership interest		100	%		100	%
Milacron LLC	Milacron Marketing Company LLC	Delaware	N/A	1 membership interest		100	%		100	%
Cimcool Industrial Products LLC	Cimcool Korea, Inc.	Korea	N/A	263,300 shares		100	%		65	%
Milacron Marketing Company LLC	Ferromatik Milacron India Private Limited	India	1303	2,689,830 shares		100	%		65	%
Milacron Marketing Company LLC	Milacron Equipamentos Plasticos Ltd.	Brazil	N/A	530,0002 shares		100% (99.9% owned by Milacron Marketing Company LLC, 0.01% owned by Milacron Plastics Technologies Group LLC)			65	%

Pledgor	Issuer	Issuer’s jurisdiction of formation	Certificate No(s)	Number of Units	Percentage of Issued and Outstanding Units			Percentage of Owned Equity Interests pledged under Pledge Agreement
Milacron Marketing Company LLC	Milacron Canada Corp.	Ontario	C-6	3,712,765 shares		100	%		65	%
Milacron LLC	Milacron Services S.A. de C.V.	Mexico	N/A	1,000 shares		100% (99.9% owned by Milacron LLC and 0.01% owned by Milacron Marketing Company LLC)			65	%
Milacron LLC	Milacron Mexico Plastics Services S.A. de C.V.	Mexico	N/A	1000 shares		100% (99.9% owned by Milacron LLC and 0.01% owned by Milacron Marketing Company LLC)			65	%
Milacron Marketing Company LLC	Milacron Marketing (Shanghai) Co. Ltd.	China	N/A	$1,200,000 Registered Capital (USD)		100	%		65	%
Milacron LLC	Mold-Masters USA Holdings, Inc.	Delaware	4	886		100	%		100	%
Milacron LLC	Milacron Netherlands Holdings C.V.	Netherlands	N/A	N/A		N/A			65	%
Milacron LLC	Kortec, Inc.	Massachusetts	1	100		100	%		100	%

2

[List of Promissory Notes and Intercompany Loans]

3

ANNEX A

TO THE

AMENDED AND RESTATED U.S. PLEDGE AGREEMENT

SUPPLEMENT NO. [    ], dated as of [                    ] (this “Supplement”), to the Amended and Restated U.S. Pledge Agreement, dated as of April 30, 2012, as amended and restated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), the Subsidiaries of Holdings listed on the signature pages thereto, as borrowers (such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors” and, together with the Lead Borrower, collectively, the “Borrowers” and, together with the Lead Borrower and Holdings, collectively, the “Pledgors”), and BANK OF AMERICA, N.A., as agent for the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, the “Agent”).

A. Reference is made to the Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014 and as further amended and restated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Holdings, the Borrowers, the lending institutions from time to time party thereto (the “Lenders”) and the Agent.

B. Capitalized terms used herein and not otherwise defined herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Pledge Agreement. The rules of construction and the interpretive provisions specified in Section 1(b) of the Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. The Pledgors have entered into the Pledge Agreement in order to induce (a) the Agent, the Lenders and the Issuing Banks to enter into the Credit Agreement, (b) the Lenders and the Issuing Banks to make their respective Extensions of Credit to the Borrowers under the Credit Agreement and (c) one or more Secured Bank Providers to provide Bank Products to any Borrowers.

D. The undersigned [Pledgor] [domestic Subsidiary] (each, an “Additional Pledgor”) is (a) the legal and beneficial owner of the Equity Interests described under Schedule 1 hereto and issued by the entities named therein (such pledged Equity Interests, together with all other Equity Interests required to be pledged under the Pledge Agreement, but excluding any Excluded Capital Stock (the “After-Acquired Additional Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the legal and beneficial owner of the Promissory Notes, Chattel Paper and Instruments evidencing Debt owed to it, but excluding any Excluded Assets and Payment Items to be deposited in the Ordinary Course of Business (the “Additional Pledged Debt”) described under Schedule 1 hereto.

E. Section 8(a) of the Pledge Agreement provides that additional Subsidiaries of the Lead Borrower may become Subsidiary Pledgors under the Pledge Agreement by execution

A-1

and delivery of an instrument substantially in the form of this Supplement or such other form reasonably satisfactory to the Agent. Each undersigned Additional Pledgor is executing this Supplement in accordance with the requirements of Section 8(a) of the Pledge Agreement to pledge to the Agent, for the benefit of the Secured Parties, the Additional Pledged Shares and the Additional Pledged Debt [and to become a Subsidiary Pledgor under the Pledge Agreement] in order to induce the Lenders and the Issuing Banks to make additional extensions of credit to the Borrowers under the Credit Agreement and to induce one or more Secured Bank Product Providers to provide Bank Products to any Borrowers.

Accordingly, the Agent and each undersigned Additional Pledgor agree as follows:

SECTION 1. In accordance with Section 8(a) of the Pledge Agreement, each Additional Pledgor by its signature below hereby assigns and pledges to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in and to all of such Additional Pledgor’s right, title and interest in the following, whether now owned or anytime hereafter acquired or existing (collectively, the “Additional Collateral”):

(a) the Additional Pledged Shares held by such Additional Pledgor and the certificates, if any, constituting Pledged Shares (as defined in the Pledge Agreement);

(b) the Additional Pledged Debt and the instruments evidencing the Additional Pledged Debt owed to such Additional Pledgor (as defined in the Pledge Agreement);

(c) all other Collateral (as defined in the Pledge Agreement);

TO HAVE AND TO HOLD the Additional Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

For purposes of the Pledge Agreement, the Collateral shall be deemed to include the Additional Collateral.

[SECTION 2. Each Additional Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and each Additional Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder. Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Pledge Agreement shall be deemed to include each Additional Pledgor. The Pledge Agreement is hereby incorporated herein by reference.] ¹

¹  Include only for Additional Pledgors that are not already signatories to the Pledge Agreement.

A-2

SECTION [2][3]. Each Additional Pledgor represents and warrants as follows:

(b) Such Additional Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Pledgor hereunder free and clear of any Lien, except for the Liens created by the Pledge Agreement (as supplemented hereby) and the other Loan Documents, the Term Loan Liens and other Permitted Liens.

(c) As of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Pledgor hereunder have been duly authorized and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.

(e) No consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) The execution and delivery by such Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such Additional Pledgor hereunder pursuant hereto creates a valid and enforceable security interest in such Collateral (in the case of the Equity Interests of Foreign Subsidiaries, to the extent the creation of such security interest in the Equity Interests of Foreign Subsidiaries is governed by the NY UCC), except as enforceability may be limited by bankruptcy, insolvency or fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of the creditor’ rights generally and by general equitable principles, and (i) in the case of certificates or instruments representing or evidencing the Additional Collateral, upon the earlier of (x) delivery of such Additional Collateral and any necessary indorsements to the extent necessary to the Agent (or its non-fiduciary agent or designee) in accordance with this Supplement and the Pledge Agreement and (y) the filing of financing statements naming each Additional Pledgor as “debtor” and the Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, and (ii) in the case of all other Additional Collateral which is capable of being perfected by the filing of financing statements, upon the filing of financing statements naming each Additional Pledgor as “debtor” and the Agent as “secured party” and describing the Additional Collateral in the applicable filing offices, shall create a perfected security interest in such Additional Collateral (in the case of the Equity Interests of Foreign Subsidiaries, to the extent the creation of such security interest in the Equity Interests of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the Secured Obligations, in favor of the Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(g) The pledge effected hereby is effective to vest in the Agent, for the benefit of the Secured Parties, the rights of the Agent in the Additional Collateral as set forth herein.

A-3

SECTION [3][4]. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Agent and the Lead Borrower. This Supplement shall become effective as to each Additional Pledgor when the Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such Additional Pledgor and the Agent.

SECTION [4][5]. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect.

SECTION [5][6]. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION [6][7]. Any provision of this Supplement that 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 provisions hereof and in the Pledge Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION [7][8]. All notices, requests and demands pursuant hereto shall be made in accordance with Section 15 of the Pledge Agreement. All communications and notices hereunder to each Additional Pledgor shall be given to it in care of the Lead Borrower at the Lead Borrower’s address set forth in Section 14.3 of the Credit Agreement.

SECTION [8][9]. Subject to Section 14.2 of the Credit Agreement, each Additional Pledgor agrees to reimburse the Agent for its reasonable documented and invoiced out-of-pocket expenses in connection with this Supplement, including the reasonable and documented fees, other charges and disbursements of one firm of counsel for the Agent.

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IN WITNESS WHEREOF, each Additional Pledgor and the Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written.

[NAME OF ADDITIONAL PLEDGOR(S)],
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Agent,
By:
	Name:
	Title:

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SCHEDULE 1

TO SUPPLEMENT NO. [    ]

TO THE

AMENDED AND RESTATED U.S. PLEDGE AGREEMENT

PLEDGED SHARES AND PLEDGED DEBT

Pledged Shares

Pledgor Issuer Issuer’s
jurisdiction
of
formation Class of Equity
Interest Certificate
No(s), if any Number of
Units Percentage of
Issued and
Outstanding
Units

Pledged Debt

Pledgor Issuer Issuer’s
jurisdiction of
formation Initial
Principal
Amount Date of Issuance Maturity Date

EXHIBIT D

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

[SEE ATTACHED]

D-1

Execution Version

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT, dated as of May 14, 2015 (this “Agreement”), by and among MOLD-MASTERS (2007) LIMITED, a corporation formed under the laws of Canada (“Canadian Borrower”), MILACRON CANADA CORP., a corporation formed under the laws of Ontario (“Canadian Guarantor”), each of the Subsidiaries listed on Annex A hereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with the Canadian Borrower and Canadian Guarantor, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for the Secured Parties (in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, this Agreement is an amendment and restatement of the Canadian Security Agreement, dated as of March 28, 2013, by and among the Grantors and the Agent (the “Existing Canadian Security Agreement”) and this Agreement is not a novation or discharge of the grant of security interest and obligation of the Grantors thereunder;

WHEREAS, (1) the Canadian Borrower has entered into that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014 and as further amended and restated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with the lending institutions from time to time party thereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent, collateral agent, Swingline Lender and Issuing Bank, pursuant to which the Lenders have severally agreed to make loans to the Canadian Borrower and the Issuing Banks have agreed to issue letters of credit for the account of, inter alia, the Canadian Borrower upon the terms and subject to the conditions set forth therein, and (2) one or more Secured Bank Product Providers may from time to time provide Bank Products to the Canadian Borrower (clauses (1) and (2), collectively, the “Extensions of Credit”);

WHEREAS, pursuant to the Credit Agreement, each of the Canadian Guarantors have agreed to guarantee to the Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations (the “Guarantee”);

WHEREAS, the proceeds of the Extensions of Credit have been and will continue to be used in part to enable, inter alia, the Canadian Borrower to make valuable transfers to the Canadian Guarantors in connection with the operation of their respective businesses;

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Issuing Banks to make their respective Extensions of Credit to, inter alia, the Canadian Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Agent, for the benefit of the Secured Parties; and

WHEREAS, the Grantors acknowledge that they have derived and will continue to derive substantial direct and indirect benefit from the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Lenders and the Issuing Banks to make their respective Extensions of Credit to the Canadian Borrower under the Credit Agreement and to induce one or more Secured Bank Product Providers to provide Bank Products to the Canadian Borrower, the Grantors hereby agree with the Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) (i) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Credit Agreement and (ii) all terms defined in the PPSA and not defined herein or in the Credit Agreement shall have the meanings specified therein.

(b) The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(b).

“Agent” shall have the meaning assigned to such term in the preamble hereto.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Canadian Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in the PPSA.

“Collateral” shall have the meaning assigned to such term in Section 2(a).

“Collateral Account” shall have the meaning assigned to such term in Section 5.1(b).

“Copyrights” shall mean all (a) rights of any Grantor in any original literary, artistic, dramatic, photographic or musical works subject to the copyright laws of Canada, or of any other country or any group of countries, whether registered or unregistered and whether published or unpublished, including copyrights in computer software and the content thereof, and the original content and layout of internet web sites, (b) registrations and applications for registration of any such copyright in Canada or any other country, including registrations and pending applications for registration in the Canadian Intellectual Property Office or any similar offices in any other country, group of countries or any political subdivision thereof.

“Credit Agreement” shall have the meaning assigned to such term in the recitals hereto.

“Deposit Accounts” shall mean any bank account with a deposit function.

“Document of Title” shall mean a “document of title” as such term is defined in the PPSA.

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“Equipment” shall mean all “equipment,” as such term is defined in the PPSA.

“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.2(a).

“Excluded Accounts” means the Deposit Accounts, Securities Accounts and Futures Accounts (i) which are used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (ii) which are used for the sole purpose of paying taxes, including sales taxes, (iii) which are used exclusively as escrow accounts or as fiduciary or trust accounts or (iv) which, individually or in the aggregate, have an average daily balance for any fiscal month of less than $5,000,000.

“Excluded Assets” means the collective reference to: (a) motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent perfection can be accomplished through the filing of PPSA financing statements or UCC-1 financing statements); (b) assets to the extent pledges and security interests in such assets are prohibited by Applicable Law, rule or regulation (including the requirement to obtain consent of any governmental authority); (c) assets to the extent a security interest in such assets would result in adverse tax consequences or adverse regulatory consequences, in each case as reasonably determined by the Canadian Borrower and notified to the Agent in writing; (d) any lease, license or other agreement or any property subject to a Purchase Money Lien or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of, or require the consent of, any other party thereto after giving effect to the applicable anti-assignment provisions of the PPSA, other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the PPSA notwithstanding such prohibition; (e) those assets as to which the cost or burden of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties to be afforded thereby (as agreed to in writing by the Canadian Borrower and the Agent); (f) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the PPSA of any applicable jurisdiction; (g) any leasehold real property; (h) any foreign Intellectual Property other than U.S. Intellectual Property (i) “intent to use” or “proposed use” trademark applications to the extent that a verified statement of use or an amendment to allege use has not been filed with and accepted by the Canadian Intellectual Property Office or any similar offices in any province or territory of Canada or any other country, group of countries or any political subdivision thereof; and (j) Excluded Accounts described in clause (i), (ii) and (iii) of the definition of Excluded Accounts and Excluded Capital Stock.

“Excluded Capital Stock” means, (a) in the case of Equity Interests in any partnership, joint venture or subsidiary that is not a Wholly-Owned Subsidiary, any Equity Interests in such Person to the extent any organizational document or contractual obligation prohibits such a pledge; (b) any Equity Interests the pledge of which would require the consent, approval, license or authorization of any governmental authority or is otherwise not permitted by Applicable Law; and (d) any Equity Interests in (i) any captive insurance Subsidiary, (ii) any not-for-profit Subsidiary, (iii) any Subsidiary that is a special purpose vehicle for securitization financings permitted by the Credit Agreement and (iv) any Unrestricted Subsidiary.

“Extensions of Credit” shall have the meaning assigned to such term in the recitals hereto.

“Futures Accounts” shall mean any “futures account” as such term is defined in the PPSA.

“Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Grantor” shall have the meaning assigned to such term in the preamble hereto and shall include each Person that becomes a party hereto pursuant to Section 7.13.

“Intangibles” shall mean all “intangibles” as such term is defined in the PPSA.

“Intellectual Property” shall mean any and all intellectual and similar intangible property, including Trade Secrets, Copyrights, Patents, Trademarks and the IP Agreements and all Proceeds thereof.

“Intellectual Property Collateral” shall mean the Collateral constituting Intellectual Property, including the Intellectual Property set forth in Schedules 1 and 2 (and in any supplement thereto received pursuant to this Agreement) hereto.

“Intellectual Property Security Agreement” shall have the meaning assigned to such term in Section 4.3(e).

“Instruments” shall mean all “instruments,” as such term is defined in the PPSA.

“Inventory” shall mean all “inventory,” as such term is defined in the PPSA.

“Investment Property” shall mean all “investment property,” as such term is defined in the PPSA.

“IP Agreements” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, sublicense, development, use, manufacture, distribution, sale or disclosure of any Copyrights, Patents, Trademarks, or Trade Secrets to which any Grantor, now or hereafter, is a party.

“Lenders” shall have the meaning assigned to such term in the recitals hereto.

“Loan Documents” shall mean the “Loan Documents” as defined in the Credit Agreement.

“Patents” shall mean (a) all patents issued in Canada or the equivalent thereof in any other country or group of countries, all registrations, recordings and extensions thereof, and all applications for patent in Canada or the equivalent thereof in any other country, including issued patents and pending applications in the Canadian Intellectual Property Office or any similar offices in any other country, group of countries or any political subdivision thereof, and (b) all provisionals, reissues, reexaminations, divisionals, and in the case of (a) and (b), all the inventions, discoveries disclosed or claimed therein and all improvements to the foregoing, including the right to make, use and/or sell the inventions, discoveries, methods or processes disclosed or claimed therein.

“PPSA” shall have the meaning assigned to such term in the Credit Agreement.

“Proceeds” shall mean all “proceeds” as such term is defined in the PPSA and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange,

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license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Intellectual Property” shall have the meaning set forth in Section 3.2(a).

“Secured Debt Documents” shall mean, collectively, the Loan Documents and each agreement evidencing Canadian Secured Bank Product Obligations.

“Secured Parties” shall have the meaning assigned to such term in the Credit Agreement.

“Security Interest” shall have the meaning assigned to such term in Section 2(a).

“Securities Account” shall mean any “securities account,” as such term is defined in the STA.

“STA” means the Securities Transfer Act, 2006 (Ontario), including the regulations thereto, provided that, to the extent that perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on Collateral that is Investment Property is governed by the laws in effect in any jurisdiction other than the Province of Ontario in which there is in force legislation substantially the same as the STA (an “Other STA Jurisdiction”), then “STA” shall mean such other legislation as in effect from time to time in such Other STA Jurisdiction for purposes of the provisions hereof referring to or incorporating by reference provisions of the STA; and to the extent that such perfection of the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the laws of a jurisdiction other than Ontario or an Other STA Jurisdiction, then references herein to the STA shall be disregarded except for the terms “certificated security” and “uncertificated security”, which shall have the meanings herein as defined in the STA regardless of whether the STA is in force in the applicable jurisdiction.

“Subsidiary Grantors” shall have the meaning assigned to such term in the preamble hereto.

“Termination Date” shall mean the date of the Full Payment of the Obligations.

“Trademarks” shall mean (a) all marks, designs and devices used by any Grantor in association with wares and services as identifiers of source, domain names, trade names, company names, business names, domain names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, whether registered or unregistered, and all registrations and applications for registration filed in connection with the foregoing, including registrations and applications for registration in the Canadian Intellectual Property Office or any similar offices in any other country, group of countries or any political subdivision thereof, and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.

“Trade Secrets” shall mean all confidential and proprietary information, including know-how, trade secrets, technology, manufacturing and production processes and techniques, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.

2. Grant of Security Interest.

(a) Each Grantor hereby assigns, pledges, mortgages and hypothecates to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants and confirms its continuing prior grant to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and continuing Lien on (the “Security Interest”) all of such Grantor’s right, title and interest in (subject only to Permitted Liens) to all of the following Property now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents of Title;

(iv) all Equipment;

(v) all Goods;

(vi) all Intangibles;

(vii) all Instruments;

(viii) all Intellectual Property;

(ix) all Inventory;

(x) all Investment Property;

(xi) all Money;

(xii) all Securities Accounts and Futures Accounts;

(xiii) all books and records pertaining to the Collateral; and

(xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Grantor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing;

provided, however, that notwithstanding any other provision of this Agreement or the other Loan Documents (a) the Collateral (including the definition thereof and any component definition

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thereof) shall not include any Excluded Assets; and (b) no Grantor shall be required to perfect the Security Interests in the Collateral created hereby by any means other than (i) filings pursuant to the PPSA of each applicable jurisdiction for the filing of any financing statement or financing change statement, (ii) filings with Canada’s governmental offices or any similar offices in any other country, group of countries or any political subdivision thereof with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess of, individually, $5,000,000, or Pledged Shares (as defined in the Pledge Agreement), in each case, to the extent included in the Collateral, delivery to the Agent to be held in its possession, (iv) any other actions expressly relating to perfection on the Collateral required by the Credit Agreement (and any other applicable Canadian Security Documents). Furthermore, (a) no Grantor shall be required to complete any filings or take any other action with respect to the grant, perfection or enforcement of the Security Interests in any jurisdiction outside of Canada or the United States and (b) in no event shall control agreements or control or similar arrangements be required with respect to Securities Accounts or Futures Accounts or any other Property requiring perfection through control except as expressly required by the Credit Agreement or Pledge Agreement.

(b) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that contain the information required by the PPSA of each applicable jurisdiction for the filing of any financing statement or financing change statement, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Agent promptly upon reasonable request.

Each Grantor also ratifies any authorization previously given in writing to the Agent to file in any relevant jurisdiction any initial financing statements or financing change statements thereto thereof if filed prior to the date hereof.

The Agent is further authorized to file with the Canadian Intellectual Property Office or any similar offices in any province or territory of Canada or any other country, group of countries or any political subdivision thereof (or any successor office) for the purpose of perfecting, continuing or providing notice of the Security Interests granted by each Grantor hereunder, and naming any Grantor or the Grantors as debtors and the Agent as secured party.

The Security Interest secures the payment of all the Canadian Secured Obligations. Without limiting the generality of the foregoing, the Security Interest secures the payment of all amounts that constitute part of the Canadian Secured Obligations and would be owed to the Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

The Security Interests created hereby are granted as security only and shall not subject the Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

3. Representations And Warranties.

Each Grantor hereby represents and warrants to the Agent, for the benefit of the Secured Parties, that:

3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement, and (b) other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens. None of the Grantors has filed or consented to the filing of any (x) financing statement, or financing change statement or analogous document under the PPSA or any other Applicable Laws covering any Collateral, or (y) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the Canadian Intellectual Property Office or any similar offices in any province or territory of Canada or any other country, group of countries or any political subdivision thereof, which security agreement, financing statement or similar instrument or assignment is still in effect, except in the case of each of clauses (x) and (y) above, such as have been filed in favor of the Agent pursuant to this Agreement, the other Loan Documents, or are filed in respect of other Permitted Liens.

3.2. Intellectual Property.

(a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all patents, patent applications, trademark registrations and applications for registration, copyright registrations and applications for registration, and domain names (collectively, the “Registered Intellectual Property”), in each case, owned by a Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a Grantor is, as of the date hereof, the exclusive licensee of any Registered Intellectual Property (collectively, the “Exclusive IP Agreements”).

Except as would not reasonably be expected to result in a Material Adverse Effect (in each case of clauses (b) through (d) below):

(b) The Registered Intellectual Property is subsisting and has not been adjudged invalid or unenforceable in whole or in part, and to such Grantor’s knowledge, is valid and enforceable and has not been abandoned. Such Grantor is not aware of any uses of any item of Registered Intellectual Property that could be expected to lead to such item becoming invalid or unenforceable.

(c) To such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the Registered Intellectual Property or the Grantor’s rights in or use thereof.

(d) No breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Registered Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

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3.3. Perfected Security Interests.

(a) Subject to the limitations set forth in this Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favour of the Agent, for the benefit of the Secured Parties, as collateral security for the Canadian Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the PPSA, the completion of the filing, registration and recording of financing statements naming each Grantor as “debtor” and the Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000, or Pledged Shares (as defined in the Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the Agent, (C) in the case of Registered Intellectual Property in which a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (x) in the Canadian Intellectual Property Office or any similar offices in any other country, group of countries or any political subdivision thereof , and (ii) are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement. It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.

(b) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses.

4. Covenants.

Each Grantor hereby covenants and agrees with the Agent, for the benefit of the Secured Parties, that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the Security Interests created hereby as perfected security interests (subject to any Permitted Lien) and shall take commercially reasonable actions to defend the Security Interests created hereby and the priority thereof against the claims and demands of all Persons whomsoever, other than holders of Permitted Liens.

(b) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), (i) such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto, and (ii) and such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b) of the Credit Agreement, notify the Agent of the ownership of such After-Acquired Intellectual Property Collateral and, upon the reasonable request of the Agent, promptly execute and deliver to the Agent agreements substantially in the form of Exhibit 2 hereto covering such After-Acquired Intellectual Property Collateral to be recorded with the Canadian Intellectual Property Office or any similar offices in any province or territory of Canada or any other country, group of countries or any political subdivision thereof necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Registered Intellectual Property.

(c) Subject to clause (d) below and Section 2, each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Agent may reasonably request, in order (x) to grant, preserve and perfect the validity and priority of the Security Interests created hereby or (y) to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or financing change statements under the PPSA with respect to the security interests created hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 9.1.9 of the Credit Agreement.

(d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that constitute Collateral or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Canadian Subsidiary that is required by the Credit Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Credit Agreement or this Section 4.1.

4.2. Changes in Locations, Name, etc. Each Grantor shall furnish to the Agent prompt written notice of any change in such Grantor’s (i) legal name, (ii) jurisdiction of organization or formation, or of the registered office or chief executive office, (iii) identity or corporate structure or (iv) federal taxpayer identification number. The Grantors shall, within the applicable statutory periods, make all filings under the PPSA or otherwise that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and take all actions necessary to ensure that the Liens created under the Canadian Security Documents continue to be valid and perfected at all times following such change to the same extent as they were valid and perfected immediately prior to such change.

4.3. Intellectual Property.

(a) With respect to each material item of Intellectual Property Collateral owned by each Grantor that is Registered Intellectual Property, each Grantor agrees to take, at its expense, steps consistent with such Grantor’s reasonable business judgement, including, as applicable, in the Canadian Intellectual Property Office or any similar offices in any other country, group of countries or any political subdivision thereof and any other Governmental Authority located in Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of Registered Intellectual Property, now or hereafter included in such Intellectual Property Collateral of such Grantor.

(b) Except to the extent permitted by Section 4.3(c) below, or to the extent that failure to act could not reasonable be expected to result in a Material Adverse Effect, each Grantor shall (and shall cause all its licensees to), in such Grantor’s reasonable business judgment (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired or fall into the public domain.

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(c) Notwithstanding the foregoing or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from discontinuing use or maintenance of or otherwise abandoning any owned Intellectual Property Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers, if such Grantor determines in its reasonable business judgment that abandonment, discontinuance, or failure to take action in respect of such Intellectual Property Collateral is desirable in the conduct of such Grantor’s business.

(d) In the event that any Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such Grantor shall promptly notify the Agent and take such actions, at its expense, as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(e) With respect to its Registered Intellectual Property owned by such Grantor in its own name on the date hereof, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit 2 hereto (an “Intellectual Property Security Agreement”), for recording the Security Interest granted hereunder to the Agent in such Registered Intellectual Property with the Canadian Intellectual Property Office or any similar offices in any province or territory of Canada or any other country, group of countries or any political subdivision thereof necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

5. Remedial Provisions.

5.1. Certain Matters Relating to Accounts.

(a) At any time after the occurrence and during the continuation of an Event of Default after written notice is delivered to the Grantor, the Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall use commercially reasonable efforts to furnish all such assistance and information as the Agent may reasonably require in connection with such test verifications. The Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 14.11 of the Credit Agreement shall apply to such information.

(b) The Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Agent may curtail or terminate said authority at any time after the occurrence and during the continuation of an Event of Default. If required in writing by the Agent at any time after the occurrence and during the continuation of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith (and, in any event, within three Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Agent if required, in a Deposit Account maintained under the sole dominion and control of and on terms and conditions reasonably satisfactory to the Agent (the “Collateral Account”), subject to withdrawal by the Agent for the account of the Secured Parties only as provided in Section 5.4 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Agent and the other Secured Parties, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the Agent’s written request at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall deliver to the Agent all (to the extent existing and available) original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.

5.2. Communications with Obligors; Grantors Remain Liable.

(a) The Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of an Event of Default, after giving reasonable written notice to the relevant Grantor of its intent to do so, communicate with obligors under the Accounts to verify with them to the Agent’s satisfaction the existence, amount and terms of any Accounts. The Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party; provided, that the provisions of Section 14.11 of the Credit Agreement shall apply to such information.

(b) Upon the written request of the Agent at any time after the occurrence and during the continuation of an Event of Default, each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Agent and may enforce such Grantor’s rights against such obligors.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Agent nor any Secured Party shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating thereto, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3. Proceeds to be Turned Over To Agent. In addition to the rights of the Agent and the other Secured Parties specified in Section 5.1 hereof with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 10.1(h) of the Credit Agreement shall be deemed to constitute a request by the Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Agent, if required). All Proceeds received by the Agent hereunder shall be held by the Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Agent. All Proceeds while held by the Agent in a Collateral Account (or by such Grantor in trust for the Agent and the other Secured Parties) shall continue to be held as collateral security for all the Canadian Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4 hereof.

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5.4. Application of Proceeds.

(a) Upon the occurrence and continuance of an Event of Default, all proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as provided in Section 5.5.1 of the Credit Agreement.

(b) Upon any sale of the Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof.

5.5. Other Remedies. If an Event of Default shall occur and be continuing , the Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the PPSA or any other Applicable Law or in equity and also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Agent or such Secured Party may subject to the satisfaction of the Canadian Secured Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the Canadian Secured Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Agent’s request, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5 in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.5 shall be deemed to conform to the commercially reasonable standards as provided in the PPSA or its equivalent in other jurisdictions.

5.6. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Canadian Secured Obligations and the fees and disbursements of any attorneys employed by the Agent or any Secured Party to collect such deficiency.

5.7. Amendments, etc. with Respect to the Canadian Secured Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Canadian Secured Obligations made by the Agent or any other Secured Party may be rescinded by such party and any of the Canadian Secured Obligations continued, (b) the Canadian Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any other Secured Party, (c) the Secured Debt Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Secured Debt Document, and (d) any collateral security, guarantee or right of offset at any time held by the Agent or any other Secured Party for the payment of the Canadian Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any other Secured Party shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the Canadian Secured Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Agent or any other Secured Party, may, but shall be under no obligation to, make a similar demand on the Canadian Borrower or any other Grantor, and any failure by the Agent or any other Secured Party to make any such demand or to collect any payments from the Canadian Borrower or any other Grantor or any release of the Canadian Borrower or any other Grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Agent or any other Secured Party against any Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.8. Conflict with Credit Agreement. In the event of any conflict between the terms of this Section 5 and the Credit Agreement, the Credit Agreement shall prevail.

5.9. Grant of Intellectual Property License. For the purpose of enabling the Agent, during the continuance of an Event of Default, to exercise rights and remedies hereunder at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Agent an irrevocable, royalty-free, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located. This license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. With respect to Trademarks licensed pursuant to this Section 5.9, the Agent shall use such Trademarks in accordance with Grantor’s trademark maintenance and use standards and quality control requirements, consistent with Grantor’s past practices, and the Agent shall cause any licensees and/or sublicensees to enter into written agreements whereby they agree to comply with all such standards and quality control requirements, such agreements in form and substance reasonably satisfactory to the Agent.

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6. The Agent.

6.1. Agent’s Appointment as Attorney

(a) Each Grantor hereby appoints (until the Termination Date), which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Agent may deem necessary or desirable to accomplish the purposes of this Agreement and the other Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Agent the power and right (until the Termination Date), on behalf of such Grantor, either in the Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the Agent of its intent to do so:

(i) take possession of and endorse and collect any cheques, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such monies due under any Account or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge Taxes and Liens levied or placed on or threatened against any Collateral;

(iv) execute, in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Agent pursuant to the Credit Agreement;

(vi) send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;

(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all monies due or to become due thereunder directly to the Agent or as the Agent shall direct;

(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Agent at law);

(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Agent at law);

(xiii) assign, transfer or license any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its reasonable business discretion determine; and

(xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Agent were the absolute owner thereof for all purposes, and do, at the Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Agent deems necessary to protect, preserve or realize upon the Collateral and the Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.l(a) to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Agent, at its option, but without any obligation so to do and solely for the purpose of enabling the Agent to exercise its rights and remedies hereunder for the benefit of the Secured Parties at such times, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Termination Date.

6.2. Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, shall be to deal with it in the same manner as the Agent deals with similar property for its own account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property. The Agent shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Agent hereunder are solely to protect the Agent’s and the other

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Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for its own gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) or material breach of this Agreement or the other Loan Documents.

6.3. Authority of Agent. Each Grantor acknowledges that the rights and responsibilities of the Agent under this Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Agent and the other Secured Parties, be governed by this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4. Security Interest Absolute. All rights of the Agent hereunder, the Security Interests created hereby and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Canadian Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Canadian Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Canadian Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Canadian Secured Obligations or this Agreement.

6.5. Continuing Security Interest; Assignments Under the Secured Debt Documents; Release.

(a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination Date.

(b) A Grantor shall automatically be released from its obligations hereunder and the Security Interests of such Grantor created hereby shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement or, if not permitted by the Credit Agreement, upon the effectiveness of any consent by the Required Lenders or Lenders, as applicable, as a result of which such Grantor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary.

(c) (i) Upon any sale, disposition or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement (other than to another Grantor), (ii) upon the effectiveness of any written consent to the release of the Security Interests created hereby in any Collateral pursuant to Section 14.1 of the Credit Agreement, the Security Interests in such Collateral created hereby shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Agent shall promptly execute and deliver to any Grantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided that, with respect to the release of any Collateral pursuant to clauses (b), (c)(i) and (c)(iii) above, the Agent shall have received such certifications and documentation as it shall reasonably request. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Agent.

6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Canadian Secured Obligations is rescinded or must otherwise be restored or returned by the Agent or any other Secured Party upon the insolvency, bankruptcy, or proceeding applicable to bankruptcy or insolvency, dissolution, liquidation or, reorganization of the Canadian Borrower or any other Grantor, or upon or as a result of the appointment of a receiver, interim receiver, monitor, custodian, liquidator, intervenor or conservator of, or trustee or similar official for, the Canadian Borrower or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

6.7. Enforcement. No Secured Party (other than the Agent) shall have any individual right to pursue any remedies under this Agreement or the other Loan Documents against any Grantor.

7. Miscellaneous.

7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Agent in accordance with Section 14.1 of the Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1, respectively, in each case duly executed by each Grantor directly affected thereby.

7.2. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s addresses set forth in Section 14.3 of the Credit Agreement.

7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document. No failure to exercise, nor any delay in exercising, on the part of the Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Agent or such other Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

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7.4. Enforcement Expenses; Indemnification.

(a) Each Grantor agrees to pay any and all reasonable, documented and invoiced out-of-pocket costs and expenses in accordance with Section 14.2 of the Credit Agreement.

(b) Each Grantor agrees to indemnify the Agent and the other Secured Parties in accordance with Section 14.2 of the Credit Agreement.

(c) Any such amounts payable as provided hereunder shall be additional Canadian Secured Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive the Termination Date and the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document.

7.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Agent, except pursuant to a transaction expressly permitted by the Credit Agreement.

7.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif’) , which delivery shall be effective as delivery of a manually executed counterpart), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Agent and the Canadian Borrower.

7.7. Severability. Any provision of this Agreement that 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 provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

7.8. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9. Integration. This Agreement represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Debt Documents.

7.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

7.11. Consent to Forum. EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO LOCATED IN TORONTO, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO THIS AGREEMENT, AND AGREES THAT ANY SUCH PROCEEDING SHALL

BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1. OF THE CREDIT AGREEMENT.

7.12. Acknowledgments. Section 14.10 of the Credit Agreement shall apply to this Agreement as if incorporated herein, mutatis mutandis.

7.13. Additional Grantors. Each Canadian Subsidiary that is required to become a party to this Agreement pursuant to Section 9.1.9 of the Credit Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Canadian Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

7.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

7.15. Waivers by Grantors. To the fullest extent permitted by Applicable Law, each Grantor waives (a) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any accounts, documents and guaranties at any time held by the Agent on which a Grantor may in any way be liable, and hereby ratifies anything the Agent may do in this regard; (b) notice prior to taking possession or control of any Collateral; (c) any bond or security that might be required by a court prior to allowing the Agent to exercise any rights or remedies; (d) the benefit of all valuation, appraisement and exemption laws; (e) any claim against the Agent, Issuing Bank or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Canadian Obligations, this Agreement or transactions relating thereto; and (f) notice of acceptance hereof. Each Grantor acknowledges that the foregoing waivers are a material inducement to the Agent entering into this Agreement and that the Agent relying upon the foregoing in its dealings with the Grantors.

7.16. Effectiveness of this Agreement. This Agreement amends and restates the Existing Security Agreement. Each Grantor hereby acknowledges and agrees that this Agreement does not constitute a novation or termination of the Existing Security Agreement. The obligations of the “Grantors” under the Existing Security Agreement shall continue under this Agreement, and shall not in any event be terminated, extinguished or annulled, but shall hereafter be governed by this Agreement. All references to the Existing Security Agreement in any Loan Document (other than this Agreement) or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. It is understood and agreed that the Existing Security Agreement is being amended and restated by entry into this Agreement on the date hereof. Each Grantor hereby acknowledges and agrees that the security interests and Liens granted by it under the Existing Security Agreement shall continue to be binding upon it and its property and shall be unaffected by and shall continue in full force and effect securing the prompt and complete payment and performance when due

20

(whether at the stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations. To the extent applicable, each Grantor ratifies its authorization for the Agent to file in any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Collateral if filed prior to the date hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

MOLD-MASTERS (2007) LIMITED, as Grantor
By:
	Name:	William Barker
	Title:	President
MILACRON CANADA CORP., as Grantor
By:
	Name:	David Lawrence
	Title:	President
By:
	Name:	John Francy
	Title:	Chief Financial Officer

Signature Page to Amended Canadian Security Agreement

BANK OF AMERICA, N.A., as Agent
By:
	Name:
	Title:

Signature Page to Amended Canadian Security Agreement

ANNEX A TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

SUBSIDIARY GRANTORS

Subsidiary Grantors

Nil.

Notice Address for All Grantors

Milacron LLC

3010 Disney Street

Cincinnati, OH 45209

Attention: Hugh O’Donnell, Vice President

Telecopier: (513) 487-5086

Electronic Address: Hugh_odonnell@milacron.com

SCHEDULE 1 TO THE

CANADIAN SECURITY AGREEMENT

[List of Copyrights and Patents]

[List of Trademarks]

D. DOMAIN NAMES

OWNER	DOMAIN NAME	FILING DATE
Mold-Masters (2007) Limited	moldmasters.in	14-Dec-2005
Mold-Masters Limited	edgegating.com	17-Dec-2001
Mold-Masters Limited	ehotrunner.com	08-Jan-2000
Mold-Masters Limited	ehotrunners.com	16-Dec-1999
Mold-Masters Limited	e-hotrunners.com	15-Dec-2003
Mold-Masters Limited	hothalf.com	01-Feb-2000
Mold-Masters Limited	hot-runner.com	24-Nov-1999
Mold-Masters Limited	hotrunners.ca	30-Aug-2001
Mold-Masters Limited	Hotrunnersonline.com	28-Nov-2001
Mold-Masters Limited	mmhotrunners.com	28-Nov-2001
Mold-Masters Limited	moldmaster.ca	28-Nov-2001
Mold-Masters Limited	mold-master.com	28-Nov-2001
Mold-Masters Limited	mold-masters.ca	28-Nov-2001
Mold-Masters Limited	moldmasters.com	16-Jan-1996
Mold-Masters Limited	mold-masters.com	28-Nov-2001
Mold-Masters Limited	moldmasters.net	13-Dec-1999
Mold-Masters Limited	moldmasters.org	13-Dec-1999
Mold-Masters (2007) Limited	stackmolds.com	14-Dec-1999
Mold-Masters Limited	tempmaster.com	15-Dec-1999
Mold-Masters Limited	valvegate.com	17-Dec-1999
Mold-Masters Limited	valvegating.com	17-Dec-1999
Mold-Masters Limited	moldmasters.es	16-Nov-2006
Mold-Masters Limited	moldmasters.cn	16-Nov-2006
Mold-Masters Limited	moldmasters.ca	19-Jan-2007
Mold-Masters Limited	masterpetsystems.com	24-Sep-2010
Mold-Masters Limited	mpetsystems.com	24-Sep-2010
Mold-Masters Limited	hotrunners.co	09-May-2011
Mold-Masters Limited	moldmasters.co	09-May-2011
Mold-Masters Limited	mold-masters.co	09-May-2011
Mold-Masters (2007) Limited	moldmasters.mx	13-Jan-2012
Milacron Canada Corp.	CIMCOOL.CA	28-Mar-2003

SCHEDULE 2 TO THE

CANADIAN SECURITY AGREEMENT

[List of IP Agreements]

SCHEDULE 2 TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

1-1

EXHIBIT 1 TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

SUPPLEMENT NO. [    ], dated as of [                    ] (this “Supplement”), to the Amended and Restated Canadian Security Agreement, dated as of March 28, 2013, as amended and restated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”), by and among MOLD-MASTERS (2007) LIMITED, a corporation formed under the laws of Canada (“Canadian Borrower”), MILACRON CANADA CORP., a corporation formed under the laws of Ontario (“Canadian Guarantor”), each of the Subsidiaries listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with Canadian Borrower and Canadian Guarantor, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for the Secured Parties (in such capacity, the “Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Security Agreement.

B. The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Section 7.13 of the Security Agreement provides that each Canadian Subsidiary that is required to become a party to the Security Agreement pursuant to Section 9.1.9 of the Credit Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Canadian Subsidiary of an instrument in the form of this Supplement. Each undersigned Canadian Subsidiary (each, a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Grantor under the Security Agreement as consideration for the Canadian Secured Obligations.

Accordingly, the Agent and the New Grantors agree as follows:

SECTION 1. In accordance with Section 7.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Canadian Secured Obligations, does hereby assign, pledge, mortgage and hypothecate to the Agent, for the benefit of the Secured Parties, and hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest (but, in any event, excluding any Excluded Assets). Each reference to a “Subsidiary Grantor” and a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement (including Section 2 hereof) is hereby incorporated herein by reference.

SECTION 2. Each New Grantor represents and warrants to the Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and

constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Supplement shall become effective as to each New Grantor when the Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Agent.

SECTION 4. Such New Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of incorporation or organization or formation of such New Grantor, (iii) the identity or corporate structure of such New Grantor and (iv) the federal taxpayer identification number and organizational number of such New Grantor and (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by a such New Grantor in its name, and indicates for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the identity of the current applicant or registered owner, (ii) Schedule C hereto sets forth all Exclusive IP Agreements, (iii) Schedule E hereto sets forth all Deposit Accounts of such New Grantor indicating if any such Deposit Accounts is an Excluded Deposit Account.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SECTION 7. Any provision of this Supplement that 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 provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 14.3 of the Credit Agreement.

SECTION 9. Each New Grantor agrees to reimburse the Agent for its reasonable, documented and invoiced out-of-pocket costs and expenses in connection with this Supplement in accordance with Section 14.2 of the Credit Agreement.

2

IN WITNESS WHEREOF, each New Grantor and the Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NEW GRANTOR(S)]
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Agent
By:
	Name:
	Title:

SCHEDULE A

TO SUPPLEMENT NO.      TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

CORPORATE INFORMATION

Legal Name Jurisdiction of Formation or Organization Jurisdiction of Chief Executive Office or Registered Office Type of Organization or Corporate Structure Federal Taxpayer
Identification Number and
Organizational
Identification Number

SCHEDULE B

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

REGISTERED INTELLECTUAL PROPERTY

A. COPYRIGHTS AND COPYRIGHT APPLICATIONS

Canadian:

Registered Owner/Grantor Title Registration Number

U.S.:

Registered Owner/Grantor Title Registration Number

B. PATENTS AND PATENT APPLICATIONS

Canadian:

Registered Owner/Grantor Patent Registration
No. Application
No.

U.S.:

Registered Owner/Grantor Patent Registration
No. Application
No.

4

C. TRADEMARKS AND TRADEMARK APPLICATIONS

Canadian:

Registered Owner/Grantor Trademark Registration
No. Application
No.

U.S.:

Registered Owner/Grantor Trademark Registration
No. Application
No.

D. DOMAIN NAMES

SCHEDULE C

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

6

SCHEDULE D

TO SUPPLEMENT NO.     TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

ACCOUNTS

Owner Type of Account Name of Account Bank or Intermediary Account Numbers Purpose of Account Excluded Account

EXHIBIT 2 TO THE

AMENDED AND RESTATED CANADIAN SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”), dated as of [                    ], by and among the Persons listed on the signature pages hereto (the “Grantors”), and BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Amended and Restated Canadian Security Agreement, dated as of March 28, 2013, as amended and restated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”), by and among MOLD-MASTERS (2007) LIMITED, a corporation formed under the laws of Canada (“Canadian Borrower”), MILACRON CANADA CORP., a corporation formed under the laws of Ontario (“Canadian Guarantor”), each of the Subsidiaries listed on Annex A thereto (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and together with Canadian Borrower and Canadian Guarantor, the “Grantors”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for the Secured Parties (the “Agent”).

B. The rules of construction and other interpretive provisions specified in Sections 1.2 through 1.8 of the Credit Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.3(e) of the Security Agreement, the Grantors have agreed to execute or otherwise authenticate this IP Security Agreement for recording the Security Interest granted under the Canadian Security Agreement to the Agent in such Grantors’ Registered Intellectual Property with the Canadian Intellectual Property Office or any similar offices in any province or territory of Canada or any other country, group of countries or any political subdivision thereof necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

Accordingly, the Agent and the Grantors agree as follows:

SECTION 1. Grant of Security. The Grantors hereby grant to the Agent for the benefit of the Secured Parties a security interest in all of such Grantors’ right, title and interest in and to the Registered Intellectual Property set forth in Schedule A hereto, excluding any Excluded Assets (collectively, the “Collateral”).

SECTION 2. Security for Canadian Secured Obligations. The grant of a security interest in the Collateral by the Grantors under this IP Security Agreement secures the payment of all amounts that constitute part of the Canadian Secured Obligations and would be owed to the Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy or proceeding applicable to bankruptcy or insolvency, reorganization or similar proceeding involving such Grantors.

SECTION 3. Recordation. The Grantors authorize and requests that this IP Security Agreement be recorded at the Canadian Intellectual Property Office or any similar offices in any other country, group of countries or any political subdivision thereof.

SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. The Grantors hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 5. Counterparts. This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

SECTION 7. Severability. Any provision of this IP Security Agreement that 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 provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.3 of the Credit Agreement. All communications and notices hereunder to the Grantors shall be given to it in care of the Canadian Borrower at the Canadian Borrower’s address set forth in Section 14.3 of the Credit Agreement.

SECTION 9. Expenses. The Grantors agree to reimburse the Agent for its reasonable, documented and invoiced out-of-pocket costs and expenses in connection with this IP Security Agreement, in accordance with Section 14.2 of the Credit Agreement.

SECTION 10. Release of Security Interest. In connection with the termination or release of Security Interests evidenced by the Security Agreement, the Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the Grantors and the Agent have duly executed this IP Security Agreement as of the day and year first above written.

[NAME OF GRANTOR]
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Agent
By:
	Name:
	Title:

SCHEDULE A TO THE

INTELLECTUAL PROPERTY

CANADIAN SECURITY AGREEMENT

[TRADEMARKS/PATENTS/COPYRIGHTS]

EX-10.3

Exhibit 10.3

EXECUTION VERSION

SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of May 14, 2015 (this “Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Borrower”), and each of the subsidiaries listed on Annex A hereto (together with the Borrower and Holdings, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the Secured Parties pursuant to the Term Loan Agreement (as hereinafter defined) and as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the other Grantors, the Collateral Agent and the lending institutions listed therein have, in connection with the execution and delivery of this Agreement, entered into that certain Term Loan Agreement, dated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);

WHEREAS, pursuant to the Term Loan Agreement, each of the Guarantors has agreed to guarantee to the Collateral Agent, for the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations (the “Guarantee”);

WHEREAS, each Grantor will receive substantial benefits from the execution, delivery and performance of the obligations under the Term Loan Agreement and the other Loan Documents, and each is, therefore, willing to enter into this Agreement;

WHEREAS, the Collateral Agent has been appointed to serve as Collateral Agent under the Term Loan Agreement and, in such capacity, to enter into this Agreement; and

WHEREAS, it is a condition to (i) the obligations of the Lenders to make the Loans under the Term Loan Agreement and (ii) the performance of the obligations of the Secured Parties that constitute Secured Obligations that each Grantor execute and deliver the applicable Loan Documents, including this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Collateral Agent and the Lenders to enter into the Term Loan Agreement, the Grantors hereby agree with the Collateral Agent, for the benefit of the Secured Parties, as follows:

1. Defined Terms.

(a) (i) Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Term Loan Agreement and (ii) all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Term Loan Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in the Term Loan Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“After-Acquired Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(b).

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in Article 9 of the NY UCC.

“Collateral” shall have the meaning assigned to such term in Section 2.

“Collateral Agent” shall have the meaning assigned to such term in the recitals hereto.

“Commercial Tort Claims” shall mean all “commercial tort claims,” as such term is defined in Article 9 of the NY UCC.

“Commodity Account” shall mean all “commodity accounts,” as such term is defined in Article 8 of the NY UCC.

“Copyrights” shall mean all (a) copyrights in any work subject to the copyright laws of the United States, or of any other country or any group of countries, whether registered or unregistered and whether published or unpublished, including copyrights in computer software and the content thereof, and internet web sites, (b) registrations, recordings and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals thereof.

“Deposit Accounts” shall mean all “deposit accounts,” as such term is defined in Article 9 of the NY UCC.

“Deposit Account Control Agreement” shall mean an agreement among the Collateral Agent, any Grantor and the relevant depository bank, in form and substance reasonably satisfactory to the Collateral Agent, granting control of such Grantor’s Deposit Accounts maintained at such depository bank in accordance with Section 9-104 of the Uniform Commercial Code in effect in the jurisdiction of such depository bank.

“Documents” shall mean all “documents,” as such term is defined in Article 9 of the NY UCC.

“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC.

“Exclusive IP Agreements” shall have the meaning assigned to such term in Section 3.2(a).

“Event of Default” shall mean an “Event of Default” under and as defined in the Term Loan Agreement.

“Excluded Accounts” means the Deposit Accounts, Securities Accounts and Commodity Accounts (i) which are used for the sole purpose of making payroll and withholding tax payments related

-2-

thereto and other employee wage and benefit payments and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (ii) which are used for the sole purpose of paying taxes, including sales taxes, (iii) which are used for the sole purpose of holding the proceeds of Term Priority Collateral pending reinvestment by the Grantors or application against the Term Loan Debt and/or the related Guarantees to the extent permitted by the Term Loan Agreement, (iv) which are used exclusively as escrow accounts or as fiduciary or trust accounts or (v) which, individually or in the aggregate, have an average daily balance for any fiscal month of less than $5,000,000.

“Excluded Assets” shall mean means the collective reference to: (a) motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements) and Commercial Tort Claims with a value of less than $5,000,000; (b) assets to the extent pledges and security interests in such assets are prohibited by Applicable Law, rule or regulation (including the requirement to obtain consent of any governmental authority); (c) assets to the extent a security interest in such assets would result in adverse tax consequences (including, without limitation, as a result of the operation of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) or adverse regulatory consequences, in each case as reasonably determined by the Borrower and notified to the Collateral Agent in writing; (d) any lease, license or other agreement or any property subject to a Purchase Money Lien or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of, or require the consent of, any other party thereto after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than Proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition; (e) those assets as to which the cost or burden of obtaining such a security interest or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby (as agreed to in writing by the Borrower and the Collateral Agent); (f) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code; (g) any leasehold real property; (h) any foreign Intellectual Property; (i) U.S. “intent-to-use” trademark or service mark applications to the extent that a verified statement of use or an amendment to allege use has not been filed with and accepted by the United States Patent and Trademark Office with respect thereto; (j) Excluded Accounts described in clause (i), (ii) and (iv) of the definition of Excluded Accounts and (k) Excluded Capital Stock; provided that “Excluded Assets” shall not include any asset or property that any Loan Party has granted a Lien on or security interest in to secure the obligations under the ABL Facility.

“Excluded Capital Stock” means, (a) in the case of any pledge of Equity Interests of any Foreign Subsidiary or of any Domestic Subsidiary, substantially all of the assets which consist of the Equity Interests of one or more Foreign Subsidiaries, any Equity Interests that are voting Equity Interests of such Subsidiary in excess of 65% of the outstanding voting Equity Interests; (b) the Equity Interests of any Subsidiary of a Foreign Subsidiary; (c) in the case of Equity Interests in any partnership, joint venture or subsidiary that is not a Wholly-Owned Subsidiary, any Equity Interests in such Person to the extent any organizational document or contractual obligation prohibits such a pledge; (d) any Equity Interests the pledge of which would require the consent, approval, license or authorization of any governmental authority or is otherwise not permitted by Applicable Law; (e) any Equity Interests that constitutes Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System of the United States of America); and (f) any Equity Interests in (i) any captive insurance Subsidiary, (ii) any not-for-profit Subsidiary and (iii) any Subsidiary that is a special purpose vehicle for securitization financings permitted by the Term Loan Agreement and (iv) any Unrestricted Subsidiary.

“Fixtures” shall mean all “fixtures,” as such term is defined in Article 9 of the NY UCC.

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“General Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC.

“Guarantee” shall have the meaning assigned to such term in the recitals hereto.

“Grantor” shall have the meaning assigned to such term in the preamble hereto and shall include each Person that becomes a party hereto pursuant to Section 7.13.

“Intellectual Property” shall mean any and all intellectual and similar intangible property, including Trade Secrets, Copyrights, Patents, Trademarks and the IP Agreements and all Proceeds thereof.

“Intellectual Property Collateral” shall mean the Collateral constituting Intellectual Property, including the Intellectual Property set forth in Schedules 1 and 2 (and in any supplement thereto received pursuant to this Agreement) hereto.

“Intellectual Property Security Agreement” shall have the meaning assigned to such term in Section 4.3(e).

“Instruments” shall mean all “instruments,” as such term is defined in Article 9 of the NY UCC.

“Inventory” shall mean all “inventory,” as such term is defined in Article 9 of the NY UCC.

“Investment Property” shall mean all “investment property,” as such term is defined in Article 9 of the NY UCC.

“IP Agreements” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, sublicense, development, use, manufacture, distribution, sale or disclosure of any Copyrights, Patents, Trademarks, or Trade Secrets to which any Grantor, now or hereafter, is a party.

“NY UCC” shall have the meaning assigned to such term in Section 1(a)(ii).

“Patents” shall mean (a) all patents of the United States or the equivalent thereof in any other country or group of countries, all registrations, recordings and extensions thereof, and all applications for patent of the United States or the equivalent thereof in any other country, including patent registrations, statutory invention registrations, utility models, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all provisionals, reissues, reexaminations, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (a) and (b), all the inventions or discoveries disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions or discoveries disclosed or claimed therein.

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and

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negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Registered Intellectual Property” shall have the meaning set forth in Section 3.2(a).

“Revolving Agent” shall have the meaning assigned to such term in the Intercreditor Agreement.

“Revolving Liens” shall mean Liens securing the Revolving Obligations (as such term is defined in the Intercreditor Agreement).

“Revolving Loan Documents” shall have the meaning assigned to such term in the Inter-creditor Agreement.

“Revolving Priority Collateral” shall have the meaning assigned to such term in the Inter-creditor Agreement.

“Security Interest” shall have the meaning assigned to such term in Section 2(a).

“Securities Account” shall mean any “securities account,” as such term is defined in Article 8 of the NY UCC.

“Trademarks” shall mean (a) all trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, domain names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, whether registered or unregistered, and all registrations, recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country, group of countries or any political subdivision thereof, and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.

“Trade Secrets” shall mean all confidential and proprietary information, including knowhow, trade secrets, technology, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.

2. Grant of Security Interest.

(a) Each Grantor hereby assigns, pledges, mortgages and hypothecates to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in and continuing Lien on (the “Security Interest”) all of such Grantor’s right, title and interest in (subject only to Permitted Liens) to all of the following assets and property now owned or

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anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations:

(i) all Accounts;

(ii) all cash;

(iii) all Chattel Paper;

(iv) all Commercial Tort Claims described in Schedule 3 (and on any supplement thereto received pursuant to this Agreement);

(v) all Deposit Accounts;

(vi) all Documents;

(vii) all Equipment;

(viii) all Fixtures;

(ix) all General Intangibles;

(x) all Goods;

(xi) all Instruments;

(xii) all Intellectual Property;

(xiii) all Inventory;

(xiv) all Investment Property;

(xv) Letter of Credit Rights;

(xvi) all Money;

(xvii) all Securities Accounts and Commodity Accounts;

(xviii) all books and records pertaining to the Collateral;

(xix) all Supporting Obligations; and

(xx) to the extent not covered by clauses (i) through (xix) of this sentence, all other personal property of such Grantor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing;

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(b) each Grantor hereby grants to the Revolving Agent for the benefit of the Term Loan Claimholders (as defined in the Intercreditor Agreement and including, without limitation, the Secured Parties) a security interest in all rights of such Grantors under the Deposit Accounts;

provided, however, that notwithstanding any other provision of this Agreement or the other Loan Documents (a) the Collateral (including the definition thereof and any component definition thereof) shall not include any Excluded Assets; and (b) no Grantor shall be required to perfect the Security Interests in the Collateral created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000 or Pledged Shares (as defined in the Pledge Agreement), in each case, to the extent included in the Collateral, delivery to the Collateral Agent to be held in its possession, (iv) perfection by Control in Deposit Accounts to the extent required hereunder and (v) any other actions expressly relating to perfection on the Collateral required by the Term Loan Agreement and other applicable Security Documents. Furthermore, (a) no Grantor shall be required to complete any filings or take any other action with respect to the grant, perfection or enforcement of the Security Interests in any jurisdiction outside of the United States and (b) in no event shall control agreements or control or similar arrangements be required with respect to Deposit Accounts, Securities Accounts or Commodity Accounts or other assets or property requiring perfection through control except as expressly required hereunder or under the Pledge Agreement.

(c) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon reasonable request.

Each Grantor also ratifies any authorization previously given in writing to the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto or continuations thereof if filed prior to the date hereof.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) for the purpose of perfecting, continuing or providing notice of the Security Interests granted by each Grantor hereunder, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

The Security Interest secures the payment of all the Secured Obligations. Without limiting the generality of the foregoing, the Security Interest secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

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The Security Interests created hereby are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

Notwithstanding anything to the contrary contained in this Agreement, the Liens granted above, and the relative priority thereof, shall be set forth in, and subject to the terms and conditions of, the Intercreditor Agreement.

3. Representations And Warranties.

Each Grantor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that:

3.1. Title; No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement, (b) the Liens securing the Revolving Obligations, and (c) other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens. None of the Grantors has filed or consented to the filing of any (x) financing statement or analogous document under the Uniform Commercial Code or any other Applicable Laws covering any Collateral, or (y) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, which security agreement, financing statement or similar instrument or assignment is still in effect, except in the case of each of clauses (x) and (y) above, such as have been filed in favor of the Collateral Agent pursuant to this Agreement and the other Loan Documents, or are filed in respect of Revolving Liens or other Permitted Liens.

3.2. Intellectual Property.

(a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all United States patents, patent applications, trademark registrations and applications for registration, copyright registrations and applications for registration, and domain names (collectively, the “Registered Intellectual Property”), in each case, owned by a Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a Grantor is, as of the date hereof, the exclusive licensee of any United States patent, patent application, trademark registration or application for registration, copyright registration or application for registration (collectively, the “Exclusive IP Agreements”).

Except as would not reasonably be expected to result in a Material Adverse Effect (in each case of clauses (b) through (d) below):

(b) The Registered Intellectual Property is subsisting and has not been adjudged invalid or unenforceable in whole or in part, and to such Grantor’s knowledge is valid and enforceable and has not been abandoned. Such Grantor is not aware of any uses of any item of Registered Intellectual Property that could be expected to lead to such item becoming invalid or unenforceable.

(c) To such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the Registered Intellectual Property or the Grantor’s rights in or use thereof.

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(d) No breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Registered Intellectual Property: (i) the consummation of the transactions contemplated by any Loan Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

3.3. Perfected Security Interests.

(a) Subject to the limitations set forth in this Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the completion of the filing, registration and recording of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Collateral that constitutes Pledged Debt (as defined in the Pledge Agreement) with a value in excess, individually, of $5,000,000 or Pledged Shares (as defined in the Pledge Agreement), in each case, the delivery thereof with transfer powers executed in blank to the Collateral Agent, (C) in the case of Deposit Accounts, the execution of Deposit Account Control Agreements, and/or (D) in the case of Registered Intellectual Property in which a security interest may be perfected by making such a filing, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Term Loan Agreement (including Revolving Liens). It being understood and agreed that the representation and warranty set forth in this Section 3.3(a) shall be qualified to the extent that any action required to grant, perfect or enforce a security interest in the applicable Collateral is not required under the terms of the Loan Documents.

(b) It is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses.

4. Covenants.

Each Grantor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the Security Interests created hereby as perfected security interests (subject to any Permitted Lien, Revolving Liens and the terms of the Intercreditor Agreement) and shall take commercially reasonable actions to defend the Security Interests created hereby and the priority thereof against the claims and demands of all Persons whomsoever, other than holders of Permitted Liens.

(b) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“After-Acquired Intellectual Property Collateral”), (i) such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions

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of this Agreement with respect thereto, and (ii) and such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Section 5.2(a) and (b) of the Term Loan Agreement, notify the Collateral Agent of the ownership of such After-Acquired Intellectual Property Collateral and, upon the reasonable request of the Collateral Agent, promptly execute and deliver to the Collateral Agent agreements substantially in the form of Exhibit 2 hereto covering such After-Acquired Intellectual Property Collateral to be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in any such After-Acquired Intellectual Property Collateral which is Registered Intellectual Property.

(c) Subject to clause (d) below and Section 2, each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Collateral Agent may reasonably request, in order (x) to grant, preserve and perfect the validity and priority of the Security Interests created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder, including the filing of any financing or continuation statements under the Uniform Commercial Code with respect to the security interests created hereby, all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 5.10 of the Term Loan Agreement.

(d) Notwithstanding anything in this Section 4.1 to the contrary, (i) with respect to any assets acquired by such Grantor after the date hereof that constitute Collateral or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Borrower that is required by the Term Loan Agreement to become a party hereto, the relevant Grantor after the acquisition or creation thereof shall promptly take all actions required by the Term Loan Agreement or this Section 4.1.

4.2. Changes in Locations, Name, etc. Each Grantor shall furnish to the Collateral Agent prompt written notice of any change in such Grantor’s (i) legal name, (ii) jurisdiction of organization or formation, (iii) identity or corporate structure or (iv) federal taxpayer identification number. The Grantors shall, within the applicable statutory periods, make all filings under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and take all actions necessary to ensure that the Liens created under the Security Documents continue to be valid and perfected at all times following such change to the same extent as they were valid and perfected immediately prior to such change.

4.3. Intellectual Property.

(a) With respect to each material item of Intellectual Property Collateral owned by each Grantor that is Registered Intellectual Property, each Grantor agrees to take, at its expense, steps consistent with such Grantor’s reasonable business judgment, including, as applicable, in the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor.

(b) Except to the extent permitted by Section 4.3(c) below, or to the extent that failure to act could not reasonable be expected to result in a Material Adverse Effect, each Grantor shall

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(and shall cause all its licensees to), in such Grantor’s reasonable business judgment (i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or (y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired or fall into the public domain.

(c) Notwithstanding the foregoing or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from discontinuing use or maintenance of or otherwise abandoning any owned Intellectual Property Collateral, or from failing to take action to enforce license agreements or pursue actions against infringers, if such Grantor determines in its reasonable business judgment that abandonment, discontinuance, or failure to take action in respect of such Intellectual Property Collateral is desirable in the conduct of such Grantor’s business.

(d) In the event that any Grantor becomes aware after the date hereof that any item of its material Intellectual Property Collateral is being infringed or misappropriated by a third party in any way that would reasonably be expected to have a Material Adverse Effect, such Grantor shall promptly notify the Collateral Agent and take such actions, at its expense, as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, if such Grantor deems it necessary, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(e) With respect to its Registered Intellectual Property owned by such Grantor in its own name on the date hereof, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit 2 hereto (an “Intellectual Property Security Agreement”), for recording the Security Interest granted hereunder to the Collateral Agent in such Registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

4.4. Commercial Tort Claims. As of the date hereof, each Grantor hereby represents and warrants that it holds no Commercial Tort Claims with damages in excess of $5,000,000 other than those listed in Schedule 3. If any Grantor shall at any time hold or acquire a Commercial Tort Claim, such Grantor shall promptly, and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Section 5.2(a) and (b) of the Term Loan Agreement, notify the Collateral Agent in writing signed by such Grantor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim does not exceed $5,000,000 in the aggregate for all Grantors.

4.5. Deposit Accounts. The Grantors shall promptly enter into Deposit Account Control Agreements with respect to each Deposit Account maintained by them other than any Excluded

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Account, provided that the requirement of this Section 4.5 shall be deemed satisfied for so long as the Revolving Agent is acting as agent for the benefit of the Collateral Agent and the Secured Parties pursuant to the Intercreditor Agreement with respect to each control agreement the Revolving Agent is a party to and so long as the ABL Facility is outstanding subject to any requirements set forth in the ABL Facility with respect to the timing of delivery of such control agreements to the Revolving Agent.

5. Remedial Provisions.

5.1. Proceeds to be Turned Over To Collateral Agent. If an Event of Default shall occur and be continuing and the Collateral Agent so requires by notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under Section 7.1(a) or (h) of the Term Loan Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice shall be required), all Proceeds of Collateral received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.2 hereof.

5.2. Application of Proceeds.

(a) Subject to the terms of the Intercreditor Agreement, upon the occurrence and continuance of an Event of Default, all proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied as provided in Section 7.3 of the Term Loan Agreement.

(b) Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

5.3. Code and Other Remedies. If an Event of Default shall occur and be continuing and subject to the terms of the Intercreditor Agreement, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the NY UCC or any other Applicable Law or in equity and also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for

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investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, and the Collateral Agent or such Secured Party may subject to the satisfaction of the Secured Obligations in accordance with the priorities set forth in Section 5.2(a) hereof, pay the purchase price by crediting the amount thereof against the Secured Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.3 in accordance with the provisions of Section 5.2 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.3 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the NY UCC or its equivalent in other jurisdictions.

5.4. Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to collect such deficiency.

5.5. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights. Each Grantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of the Secured Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the Secured Obligations continued, (b) the Secured Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable Loan Document, and (d) any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any

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obligation to protect, perfect or insure any Lien at any time held by it as security for the Secured Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent or any other Secured Party, may, but shall be under no obligation to, make a similar demand on the Borrower or any other Grantor, and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any other Grantor or any release of the Borrower or any other Grantor shall not relieve any Grantor in respect of which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any other Secured Party against any Grantor. For the purpose hereof “demand” shall include the commencement and continuance of any legal proceedings.

5.6. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default and subject to the Intercreditor Agreement, to exercise rights and remedies hereunder at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent an irrevocable, royalty-free, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, wherever the same may be located. This license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. With respect to Trademarks licensed pursuant to this Section 5.6, the Collateral Agent shall use such Trademarks in accordance with Grantor’s reasonable trademark maintenance and use standards and quality control requirements, (but no less than those that are sufficient to preserve the validity of such Trademarks), substantially consistent with Grantor’s past practices, and Collateral Agent shall cause any licensees and/or sublicensees to enter into written agreements whereby they agree to comply with all such standards and quality control requirements, such agreements in form and substance reasonably satisfactory to the Collateral Agent.

6. The Collateral Agent.

6.1. Collateral Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each Grantor hereby appoints (until the Termination Date), which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement and the other Loan Documents, to take any and all appropriate action and to execute any and all documents and instruments which the Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement and the other Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right (until the Termination Date), on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor or otherwise, without assent by such Grantor, to do any or all of the following at the same time or at different times, in each case after the occurrence and during the continuation of an Event of Default and after written notice by the Collateral Agent of its intent to do so:

(i) take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such monies due under any Account or with respect to any other Collateral whenever payable;

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(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge Taxes and Liens levied or placed on or threatened against any Collateral;

(iv) execute, in connection with any sale provided for in Section 5.3, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

(v) obtain, pay and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Term Loan Agreement;

(vi) send verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account;

(vii) direct any party liable for any payment under any of the Collateral to make payment of any and all monies due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct;

(viii) ask or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

(ix) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

(x) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

(xi) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);

(xii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);

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(xiii) assign, transfer or license any Intellectual Property Collateral throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its reasonable business discretion determine; and

(xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 6.l(a) to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do and solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies hereunder for the benefit of the Secured Parties at such times, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Termination Date.

6.2. Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. The Collateral Agent shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and it shall not be responsible to any Grantor for any act or failure to act hereunder, except for its own gross negligence, bad faith or willful misconduct or reckless disregard of its duties hereunder (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or material breach of this Agreement or the other Loan Documents.

6.3. Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by this Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively

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presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

6.4. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interests created hereby and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Term Loan Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Term Loan Agreement, any other Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

6.5. Continuing Security Interest; Assignments Under the Loan Documents; Release.

(a) This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination Date.

(b) A Grantor shall automatically be released from its obligations hereunder and the Security Interests of such Grantor created hereby shall be automatically released upon the consummation of any transaction permitted by the Term Loan Agreement or, if not permitted by the Term Loan Agreement, upon the effectiveness of any consent by the Required Lenders or Lenders, as applicable, as a result of which such Grantor ceases to be a Restricted Subsidiary of Holdings or otherwise becomes an Excluded Subsidiary.

(c) (i) Upon any sale, disposition or other transfer by any Grantor of any Collateral that is permitted under the Term Loan Agreement (other than to another Grantor), (ii) upon the effectiveness of any written consent to the release of the Security Interests created hereby in any Collateral pursuant to Section 11.1 of the Term Loan Agreement, or (iii) as required by the Intercreditor Agreement, the Security Interests in such Collateral created hereby shall be automatically released and such Collateral sold free and clear of the Lien and Security Interests created hereby.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall promptly execute and deliver to any Grantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release; provided that, with respect to the release of any Collateral pursuant to clauses (b), (c)(i) and (c)(iii) above, the Collateral Agent shall have received such certifications and documentation as it shall reasonably request. Any execution and delivery of documents pursuant to this Section 6.5 shall be without recourse to or warranty by the Collateral Agent.

6.6. Reinstatement. This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other

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Grantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

6.7. Enforcement. No Secured Party (other than the Collateral Agent) shall have any individual right to pursue any remedies under this Agreement or the other Loan Documents against any Grantor.

7. Miscellaneous.

7.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Grantor and the Collateral Agent in accordance with Section 11.1 of the Term Loan Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1, respectively, in each case duly executed by each Grantor directly affected thereby.

7.2. Notices. All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.3 of the Term Loan Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be addressed to the Borrower’s notice address set forth in such Section 11.3.

7.3. No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Loan Document. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party would otherwise have on any other occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4. Expenses.

(a) Each Grantor agrees to pay any and all reasonable, documented and invoiced out-of-pocket costs and expenses in accordance with Section 11.2 of the Term Loan Agreement.

(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The agreements in this Section 7.4 shall survive the Termination Date and the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document.

7.5. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent, except pursuant to a transaction expressly permitted by the Term Loan Agreement.

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7.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”), which delivery shall be effective as delivery of a manually executed counterpart), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Collateral Agent and the Borrower.

7.7. Severability. Any provision of this Agreement that 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 provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

7.8. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9. Integration. This Agreement represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

7.10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.11. Submission To Jurisdiction Waivers. Each party hereto irrevocably and un-conditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address referred to in Section 7.2 or at such other address of which any other party shall have been notified pursuant thereto; and

(d) waives, to the maximum extent not prohibited by Applicable Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.11 any special, exemplary, punitive or consequential damages.

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7.12. Acknowledgments. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Collateral Agent nor any other Secured Party has any fiduciary duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties; and

(d) upon any Event of Default, the Collateral Agent may proceed against any Grantor and any Collateral in accordance with this Agreement and Applicable Law to collect and recover the full amount of any Secured Obligation then due, without first proceeding against any other Grantor or any other Collateral and without first joining any other Grantor in any proceeding.

7.13. Additional Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 5.10 of the Term Loan Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Supplement substantially in the form of Exhibit 1 hereto. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

7.14. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY.

7.15. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Revolving Priority Collateral to or with the Revolving Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral is made to, or such control of certificated

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securities is with the Revolving Agent pursuant to the Revolving Loan Documents; (ii) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring ) the payment or other transfer of Collateral that constitutes Revolving Priority Collateral to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Revolving Agent; (iii) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Revolving Priority Collateral or related document to the Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Revolving Collateral Agent; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Revolving Priority Collateral in trust for the benefit of the Collateral Agent shall be deemed to have been satisfied to the extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Revolving Collateral Agent and the Collateral Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

MILACRON LLC, as Grantor
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President Finance and Chief Financial Officer
MILACRON INTERMEDIATE HOLDINGS INC.
MCRON FINANCE CORP.,
	each as a Grantor
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President Finance, Chief Financial Officer and Treasurer
DME COMPANY LLC
CIMCOOL INDUSTRIAL PRODUCTS LLC
MILACRON MARKETING COMPANY LLC
MILACRON PLASTICS TECHNOLOGIES GROUP
LLC,
	each as a Grantor
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Chief Financial Officer and Treasurer
KORTEC, INC., as Grantor
By:	/s/ Bruce A. Chalmers
	Name:	Bruce A. Chalmers
	Title:	Vice President and Treasurer

[Security Agreement]

JPMORGAN CHASE BANK. NA., as Collateral Agent
By:	/s/ Robert Bryant
	Name: Robert Bryant
	Title: Executive Director

[Security Agreement]

ANNEX A TO THE

SECURITY AGREEMENT

SUBSIDIARY GRANTORS

Subsidiary Grantors

1. Milacron Intermediate Holdings Inc.

2. Milacron LLC

3. Mcron Finance Corp.

4. Milacron Marketing Company LLC

5. Cimcool Industrial Products LLC

6. Milacron Plastics Technologies Group LLC

7. DME Company LLC

8. Kortec, Inc.

Notice Address for All Grantors

Attention:	General Counsel
	Chief Financial Officer
Address:	3010 Disney Street
	Cincinnati, OH 45209
Phone:	(513) 487-5000
Facsimile:	(513) 487-5086

SCHEDULE 1 TO THE

SECURITY AGREEMENT

[List of Patents]

[List of Trademarks]

[List of Copyrights]

D. DOMAN NAMES

Registrant	Domain Name	Expiration Date
ABBA SYSTEMS, INC.	ABBASYSTEMS.COM	8/17/2021
MILACRON LLC	AUTOJECTORS.COM	2/13/2016
MILACRON LLC	BEMOREATMILACRON.COM	12/27/2021
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCLEAN.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ASIA	6/30/2019
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.BE	3/30/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.BG	2/28/2016
MILACRON CANADA LTD.	CIMCOOL.CA	3/28/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CH	5/28/2019
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.EE	9/24/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.NO	7/2/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.UK	7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.CO.ZA	7/5/2017
MILACRON LLC	CIMCOOL.COM	2/23/2017
MILACRON CANADA LTD.	CIMCOOL.COM.MX	12/13/2015
CIMCOOLPOLAND	CIMCOOL.COM.PL	2/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.PT	6/28/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.TR	4/27/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.COM.UA	12/10/2015
CIMCOOL EUROPE CZECH	CIMCOOL.CZ	7/1/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.DE	11/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ES	7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.FR	2/25/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.GR	9/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.HU	10/1/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.IN	12/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.IT	2/26/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.LT	9/22/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NET	8/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NET.PL	12/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.NL	3/30/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.ORG	7/13/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.PL	2/23/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.RO	10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.RU	9/28/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOL.SE	2/26/2016
REGISTRANT NOT REPORTED	CIMCOOL.SK	6/7/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLAPAC.COM	11/30/2020
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLDENMARK.DK	9/24/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLEUROPE.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMCOOLINDUSTRIALPRODUCTS.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMPERIAL.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMSTAR.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	CIMTECH.EU	4/29/2015

Registrant	Domain Name	Expiration Date
CIMCOOL INSDUSTRAIL PRODUCTS CN	CINCINNATIMILACRON.NET	7/26/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	COOLANTS.EU	4/29/2015
MILACRON LLC	DME.NET	1/11/2020
DME CHINA LTD	DMECHINA.NET	8/31/2015
MILACRON LLC	DMECO.COM	2/16/2018
DME COMPANY LLC	DMECOMPANY.COM	6/8/2016
MILACRON LLC	DMEEU.COM	3/28/2017
MILACRON LLC	DMEUNIVERSITY.NET	7/23/2018
MILACRON MARKETING COMPANY LLC	EDGEGATING.COM	12/17/2015
MILACRON MARKETING COMPANY LLC	EHOTRUNNER.COM	1/8/2016
MILACRON MARKETING COMPANY LLC	EHOTRUNNERS.COM	12/16/2015
MILACRON MARKETING COMPANY LLC	E-HOTRUNNERS.COM	12/16/2015
MILACRON LLC	EJECTORBLADES.COM	6/8/2016
MILACRON LLC	EJECTORPINS.COM	6/8/2016
MILACRON LLC	EJECTORSLEEVES.COM	6/8/2016
CIMCOOL INDUSTRIAL PRODUCTS BV	EVERYDROPISWORTHIT.EU	4/29/2015
MILACRON LLC	EXTRUSIONSERVISES.COM	8/25/2015
FERROMATIK MILACRON AG	FERROMATIK.CH
FERROMATIK MILACRON GMBH	FERROMATIK.COM	3/8/2016
FERROMATIK MILACRON GMBH	FERROMATIK.DE
REGISTRANT NOT REPORTED	FERROMATIK.DK	9/30/2015
REGISTRANT NOT REPORTED	FERROMATIK.ORG	2/14/2016
MILACRON MARKETING COMPANY LLC	HOTHALF.COM	2/1/2016
MILACRON MARKETING COMPANY LLC	HOT-RUNNER.COM	11/24/2015
MILACRON LLC	HOTRUNNERMOLDING.COM	6/7/2016
MILACRON LLC	HOTRUNNERS.CA	4/29/2016
MILACRON MARKETING COMPANY LLC	HOTRUNNERS.CO	5/8/2017
MILACRON MARKETING COMPANY LLC	HOTRUNNERSONLINE.COM	11/28/2015
MILACRON LLC	HOTRUNNERSYSTEMS.COM	6/8/2016
MILACRON MARKETING COMPANY LLC	IMSIPLASTICS.COM	6/4/2017
KORTEC, INC.	KORTEC.COM	5/1/2017
MILACRON MARKETING COMPANY LLC	MASTERPETSYSTEMS.COM	9/24/2015
MILACRON LLC	MASTERUNITDIE.COM	10/1/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	METALWORKINGFLUIDS.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILACOOL.EU	4/19/2015
REGISTRANT NOT REPORTED	MILACORN.EU	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.AT	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CA	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CH	1/8/2016
MILACRON MARKETING COMPANY LLC	MILACRON.CO.UK	1/8/2016
MILACRON LLC	MILACRON.COM	12/29/2019
REGISTRANT NOT REPORTED	MILACRON.COM.CN	12/20/2018
MILACRON MARKETING COMPANY LLC	MILACRON.DE	1/8/2016
MILACRON LLC	MILACRON.ES	1/22/2016
REGISTRANT NOT REPORTED	MILACRON.FR	1/22/2016
MILACRON LLC	MILACRON.HK	1/23/2016
MILACRON MARKETING COMPANY LLC	MILACRON.IN	1/23/2016

Registrant	Domain Name	Expiration Date
MILACRON MARKETING COMPANY LLC	MILACRON.JP	1/31/2016
REGISTRANT NOT REPORTED	MILACRON.KR	1/22/2016
REGISTRANT NOT REPORTED	MILACRON.MX	1/8/2016
MILACRON LLC	MILACRON.NET	3/28/2019
MILACRON LLC	MILACRON.ORG	3/28/2019
MILACRON LLC	MILACRONAFTERMARKET.COM	7/1/2023
MILACRON MARKETING COMPANY LLC	MILACRONCERTIFIED.COM	12/5/2018
MILACRON LLC	MILACRONINDIA.COM	6/30/2015
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.BIZ	9/23/2017
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.COM	1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONMACHINING.NET	1/26/2018
MILACRON MARKETING COMPANY LLC	MILACRONPREOWNED.COM	12/5/2018
MILACRON MARKETING COMPANY LLC	MILACRONUSED.COM	12/5/2018
CIMCOOL INDUSTRIAL PRODUCTS BV	MILFORM.EU	4/29/2015
CIMCOOL INDUSTRIAL PRODUCTS BV	MILPRO.EU	4/29/2015
MILACRON MARKETING COMPANY LLC	MMHOTRUNNERS.COM	11/28/2015
MILACRON LLC	MOLDACTION.COM	6/7/2016
MILACRON LLC	MOLDASSEMBLIES.COM	6/7/2016
MILACRON LLC	MOLDBASES.COM	6/7/2016
MILACRON LLC	MOLDCOMPONENTS.COM	6/7/2016
MILACRON LLC	MOLDCOOLING.COM	6/7/2016
MILACRON LLC	MOLDINGUNDERCUTS.COM	7/28/2016
MILACRON LLC	MOLDMASTER.CA	11/28/2015
MILACRON MARKETING COMPANY LLC	MOLD-MASTER.COM	11/28/2017
MILACRON LLC	MOLDMASTERS.CA	1/19/2017
MILACRON LLC	MOLD-MASTERS.CA	11/28/2015
REGISTRANT NOT REPORTED	MOLDMASTERS.CN	11/16/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.CO	4/8/2017
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.CO	5/8/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.COM	1/18/2018
MILACRON MARKETING COMPANY LLC	MOLD-MASTERS.COM	11/28/2017
MOLD-MASTERS LIMITED	MOLDMASTERS.ES	8/11/2016
MOLD-MASTERS LIMITED	MOLDMASTERS.IN	12/22/2015
MILACRON LLC	MOLDMASTERS.MX	1/13/2017
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.NET	12/13/2016
MILACRON MARKETING COMPANY LLC	MOLDMASTERS.ORG	12/13/2016
MILACRON LLC	MOLDMONITOR.COM	7/23/2016
MILACRON LLC	MOLDMONITOR.NET	7/23/2016
MILACRON LLC	MOLDTOOLING.COM	6/7/2016
MILACRON MARKETING COMPANY LLC	MPETSYSTEMS.COM	9/24/2015
MILACRON LLC	NICKERSONMACHINERY.COM	10/13/2016
MILACRON LLC	NORTHERNSUPPLY.COM	2/28/2016
MILACRON MARKETING COMPANY LLC	OAKINTERNATIONAL.BIZ	12/5/2015
MILACRON LLC	OAKINTERNATIONAL.COM	9/25/2017
CIMCOOL INDUSTRIAL PRODUCTS BV	OAKINTERNATIONAL.EU	4/29/2015
MILACRON CANADA CORP	OAKSIGNATURE.CA	12/14/2015
MILACRON LLC	PLASTICSPROCESSING.COM	10/29/2017

Registrant	Domain Name	Expiration Date
MILACRON LLC	PLASTICSTOOLING.COM	6/7/2016
MILACRON MARKETING COMPANY LLC	PPMPLASTICS.COM	3/9/2018
MILACRON LLC	PRODUCTOCHEMICALS.COM	8/16/2015
MILACRON LLC	PRODUCTOCLEANERS.COM	3/10/2016
MILACRON LLC	PROGRESSPRECISION.COM	9/13/2017
FERROMATIK MILACRON, INC.	ROBOSHOT.COM	1/3/2016
FERROMATIK MILACRON, INC.	ROBOSHOT.NET	1/3/2016
MILACRON LLC	SERVTEK.COM	3/19/2017
MILACRON LLC	SERVTEKPARTS.COM	6/30/2016
MILACRON MARKETING COMPANY LLC	STACKMOLDS.COM	12/14/2016
MILACRON LLC	STARCHEM.NET	5/23/2017
MILACRON LLC	TEMPCONTROLS.COM	6/7/2016
MILACRON MARKETING COMPANY LLC	TEMPMASTER.COM	12/15/2016
REGISTRANT NOT REPORTED	TIRAD.CZ	11/7/2015
MILACRON UK LTD	UNILOY.CO.UK	12/4/2016
MILACRON MARKETING COMPANY LLC	UNILOY.COM	5/14/2032
UNILOY MILACRON GERMANY GMBH	UNILOY.DE
UNILOY MILACRON SRL	UNILOY.IT	8/6/2015
MILACRON LLC	UNILOY.NET	5/19/2020
MILACRON LLC	UNILOY.US	5/19/2020
MILACRON MARKETING COMPANY LLC	UNILOYMILACRON.COM	10/26/2016
UNILOY MILACRON GERMANY GMBH	UNILOY-MILACRON.DE
MILACRON LLC	UNILOYNA.COM	5/19/2020
MILACRON LLC	UNILOYNORTHAMERICA.COM	5/19/2020
MILACRON LLC	UNILOYSPRINGFIELD.COM	5/19/2020
MILACRON LLC	USEDEXTRUDERS.COM	8/5/2015
MILACRON MARKETING COMPANY LLC	VALVEGATE.COM	12/17/2015
MILACRON MARKETING COMPANY LLC	VALVEGATING.COM	12/17/2015
MILACRON LLC	WEARTECHNOLOGY.COM	11/4/2016
MILACRON CANADA LTD	YOURFLUIDDOCTOR.COM	10/31/2015

SCHEDULE 2 TO THE

SECURITY AGREEMENT

[List of IP Agreements]

SCHEDULE 3 TO THE

SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

None.

EXHIBIT 1 TO THE

SECURITY AGREEMENT

SUPPLEMENT NO. [    ], dated as of [            ] (this “Supplement”), to the Security Agreement, dated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Borrower”), each of the subsidiaries listed on Annex A thereto (together with the Borrower and Holdings, collectively the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent pursuant to the Term Loan Agreement, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Security Agreement.

B. The rules of construction and other interpretive provisions specified in the Term Loan Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Section 7.13 of the Security Agreement provides that each Restricted Subsidiary of the Borrower that is required to become a party to the Security Agreement pursuant to Section 5.10 of the Term Loan Agreement and the terms hereof shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement. Each undersigned Subsidiary (each, a “New Grantor”) is executing this Supplement in accordance with the requirements of the Security Agreement to become a Grantor under the Security Agreement as consideration for the Secured Obligations.

Accordingly, the Collateral Agent and the New Grantors agree as follows:

SECTION 1. In accordance with Section 7.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby assign, pledge, mortgage and hypothecate to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Collateral of such New Grantor, in each case whether now or hereafter existing or in which now has or hereafter acquires an interest (but, in any event, excluding any Excluded Assets). Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement (including Sections 2 and 7.15 thereof) is hereby incorporated herein by reference.

SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or law).

Ex. 1-1

SECTION 3. This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Supplement shall become effective as to each New Grantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such New Grantor and the Collateral Agent.

SECTION 4. Such New Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of such New Grantor, (ii) the jurisdiction of organization or formation of such New Grantor, (iii) the identity or corporate structure of such New Grantor and (iv) the Federal Taxpayer Identification Number and organizational number of such New Grantor and (b) as of the date hereof (i) Schedule B hereto sets forth all of the Registered Intellectual Property owned by a such New Grantor in its name, and indicates for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the identity of the current applicant or registered owner, (ii) Schedule C hereto sets forth all Exclusive IP Agreements, (iii) Schedule D hereto sets forth all Commercial Tort Claims held by such new Grantor and (iv) Schedule E hereto sets forth all Deposit Accounts of such New Grantor indicating if any such Deposit Accounts is an Excluded Deposit Account.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Any provision of this Supplement that 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 provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All notices, requests and demands pursuant hereto shall be made in accordance with Section 11.3 of the Term Loan Agreement. All communications and notices hereunder to each New Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 11.3 of the Term Loan Agreement.

SECTION 9. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable, documented and invoiced out-of-pocket costs and expenses in connection with this Supplement in accordance with Section 11.2 of the Term Loan Agreement.

Ex. 1-2

IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NEW GRANTOR(S)],
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Collateral Agent
By:
	Name:
	Title:

Ex. 1-3

SCHEDULE A

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

CORPORATE INFORMATION

Legal Name Jurisdiction of
Incorporation or
Organization Type of Organization
or Corporate Structure Federal Taxpayer
Identification
Number and
Organizational
Identification
Number

SCHEDULE B

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

REGISTERED INTELLECTUAL PROPERTY

A. COPYRIGHTS AND COPYRIGHT APPLICATIONS

Registered Owner/Grantor Title Registration Number

B. PATENTS AND PATENT APPLICATIONS

Domestic Patent and Patent Applications

Registered Owner/Grantor Patent Registration
No. Application
No.

C. TRADEMARKS AND TRADEMARK APPLICATIONS

Domestic Trademarks and Trademark Applications

Registered Owner/Grantor Trademark Registration
No. Application
No.

D. DOMAIN NAMES

SCHEDULE C

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

EXCLUSIVE IP AGREEMENTS

SCHEDULE D

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

SCHEDULE E

TO SUPPLEMENT NO.     TO THE

SECURITY AGREEMENT

ACCOUNTS

Owner Type of
Account Name of
Account Bank or
Intermediary Account
Numbers Purpose of
Account Excluded
Account

EXHIBIT 2 TO THE

SECURITY AGREEMENT

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “IP Security Agreement”), dated as of [            ], 20[    ], among the Person listed on the signature pages hereof (the “Grantor”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

A. Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Security Agreement, dated as of May 14, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Borrower”), each of the subsidiaries listed on Annex A thereto and the Collateral Agent.

B. The rules of construction and other interpretive provisions specified in the Term Loan Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.

C. Pursuant to Section 4.3(e) of the Security Agreement, the Grantor has agreed to execute or otherwise authenticate this IP Security Agreement for recording the Security Interest granted under the Security Agreement to the Collateral Agent in the Grantor’s Registered Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office and any other Governmental Authorities located in the United States necessary to perfect the Security Interest hereunder in such Registered Intellectual Property.

Accordingly, the Collateral Agent and the Grantor agree as follows:

SECTION 1. Grant of Security.³ The Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest in all of the Grantor’s right, title and interest in and to the [United States Trademark registrations and applications] [United States Patent registrations and applications] [United States Copyright registrations and applications and exclusive copyright licenses] set forth in Schedule A hereto, excluding any Excluded Assets (collectively, the “Collateral”).

SECTION 2. Security for the Secured Obligations. The grant of a security interest in the Collateral by the Grantor under this IP Security Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed to the Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Grantor.

SECTION 3. Recordation. The Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents, the Commissioner for Trademarks and any other applicable governmental officer located in the United States record this IP Security Agreement.

³  Separate agreements should be entered in respect of patents, trademarks, and copyrights.

Ex. 3-1

SECTION 4. Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

SECTION 5. Counterparts. This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. GOVERNING LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAWS GOVERNING THE COLLATERAL.

SECTION 7. Severability. Any provision of this IP Security Agreement that 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 provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 11.3 of the Term Loan Agreement. All communications and notices hereunder to the Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 11.3 of the Term Loan Agreement.

SECTION 9. Expenses. The Grantor agrees to reimburse the Collateral Agent for its reasonable, documented and invoiced out-of-pocket expenses in connection with this IP Security Agreement in accordance with Section 11.2 of the Term Loan Agreement.

SECTION 10. Release of Security Interest. In connection with the termination or release of Security Interests evidenced by the Security Agreement, the Collateral Agent shall execute and deliver to the Grantor, at the Grantor’s expense, all documents that the Grantor shall reasonably request to evidence such termination or release.

SECTION 11. Intercreditor Agreement Governs. Notwithstanding anything herein to the contrary, this IP Security Agreement, the Liens and security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this IP Security Agreement and the exercise of any right or remedy by the Collateral Agent and the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this IP Security Agreement with respect to the Revolving Priority Collateral and the Revolving Liens, the provisions of the Intercreditor Agreement shall prevail.

Ex. 3-2

IN WITNESS WHEREOF, the Grantor and the Collateral Agent have duly executed this IP Security Agreement as of the day and year first above written.

[NAME OF GRANTOR],
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Collateral Agent
By:
	Name:
	Title:

Ex. 3-2

SCHEDULE A TO THE

INTELLECTUAL PROPERTY

SECURITY AGREEMENT

UNITED STATES TRADEMARKS/UNITED STATES PATENTS/

UNITED STATES COPYRIGHTS

Schedule A

EX-10.5

Exhibit 10.5

MILACRON HOLDINGS CORP.

2015 EQUITY INCENTIVE PLAN

1. Purpose.

1.1 The purpose of the Milacron Holdings Corp. 2015 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.

2. Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

“Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit, Cash Performance Award or Stock Award granted under the Plan.

“Award Agreement” means a notice or an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant as provided in Section 15.2 hereof.

“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.

“Board” means the Board of Directors of the Company.

“Cash Performance Award” means an Award that is denominated by a cash amount to an Eligible Person under Section 10 hereof and payable based on or conditioned upon the attainment of pre-established business and/or individual Performance Goals over a specified performance period.

“Cause” shall have the meaning set forth in Section 13.2 hereof.

“Change in Control” shall have the meaning set forth in Section 12.2 hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means (i) the Compensation Committee of the Board, (ii) such other committee of the Board appointed by the Board to administer the Plan or (iii) as provided in Section 3.1 hereof, the full Board.

“Common Stock” means the Company’s common stock, par value $0.01 per share, as the same may be reclassified, exchanged or recapitalized.

“Company” means Milacron Holdings Corp., a Delaware corporation or any successor thereto.

“Date of Grant” means the date on which an Award under the Plan is granted or approved for grant by the Committee or such later date as the Committee may specify to be the effective date of an Award.

“Disability” shall have the meaning set forth below, except with respect to any Participant who has an effective employment agreement or service agreement with the Company or one of its Subsidiaries that defines “Disability” or a like term, in which event the definition of “Disability” as set forth in such agreement shall be deemed to be the definition of “Disability” herein solely for such Participant and only for so long as such agreement remains effective. In all other events, the term “Disability” shall mean Participant’s inability to perform the essential duties, responsibilities and functions of Participant’s position with the Company and its Subsidiaries for a period of ninety (90) consecutive days or for a total of 180 days during any twelve (12) month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company and its Subsidiaries or if providing such accommodations would be unreasonable and which condition is expected to last for a continuous period of not less than twelve (12) months, all as determined by the Committee in its reasonable good faith judgment. Participant shall cooperate in all respects with the Company if a question arises as to whether he has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists selected by the Company and authorizing such medical doctors and other health care specialists to discuss Participant’s condition with the Company).

“Effective Date” shall have the meaning set forth in Section 16.1 hereof.

“Eligible Person” means any person who is an employee, Non-Employee Director, consultant or other personal service provider of the Company or any of its Subsidiaries.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time.

“Fair Market Value” means, with respect to a share of Common Stock as of a given date of determination hereunder, the closing price as reported on the New York Stock Exchange or other principal exchange on which the Common Stock is then listed on such date, or if the Common Stock was not traded on such date, then on the next preceding trading day that the Common Stock was traded on such exchange, as reported by such responsible reporting service as the Committee may select. If the Common Stock is not listed on any such exchange, “Fair Market Value” shall be such value as determined by the Board in its discretion and, to the extent necessary, shall be determined in a manner consistent with Section 409A of the Code and the regulations thereunder.

“Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the regulations thereunder.

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“Non-Employee Director” means a member of the Board who is not an employee of the Company or any of its Subsidiaries.

“Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.

“Participant” means any Eligible Person who holds an outstanding Award under the Plan.

“Performance Criteria” shall have the meaning set forth in Section 10.3 hereof.

“Performance Goals” shall have the meaning set forth in Section 10.4 hereof.

“Performance Stock Unit” means a Restricted Stock Unit denominated as a Performance Stock Unit under Section 9.2 hereof, to be paid or distributed based on or conditioned upon the attainment of pre-established business and/or individual Performance Goals over a specified performance period.

“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

“Plan” means the Milacron Holdings Corp. 2015 Equity Incentive Plan as set forth herein, effective and as may be amended from time to time as provided herein.

“Public Offering” means the sale of shares of the Common Stock to the public pursuant to an effective registration statement (other than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act in connection with an underwritten offering.

“Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions as the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.

“Restricted Stock Unit” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable Award Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time.

“Service” means a Participant’s employment with the Company or any Subsidiary or a Participant’s service as a Non-Employee Director, consultant or other service provider with the Company or any Subsidiary, as applicable.

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“Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, representing the excess of the Fair Market Value of a share of Common Stock over the base price per share of the right, at such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

“Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 11 hereof that are issued free of transfer restrictions and forfeiture conditions.

“Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

“Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company or any other affiliate of the Company that is so designated, from time to time, by the Committee, during the period of such affiliated status; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.

3. Administration.

3.1 Committee Members. The Plan shall be administered by a Committee comprised of no fewer than two members of the Board who are appointed by the Board to administer the Plan. To the extent deemed necessary by the Board, each Committee member shall satisfy the requirements for (i) an “independent director” under rules adopted by the New York Stock Exchange or other principal exchange on which the Common Stock is then listed, (ii) a “nonemployee director” for purposes of such Rule 16b-3 under the Exchange Act and (iii) an “outside director” under Section 162(m) of the Code. Notwithstanding the foregoing, the mere fact that a Committee member shall fail to qualify under any of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. Neither the Company nor any member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award thereunder. The Board shall have the authority to execute the powers of the Committee under the Plan.

3.2 Committee Authority. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (i) determine the Eligible Persons to whom Awards shall be granted under the Plan, (ii) prescribe the restrictions, terms and conditions of all Awards, (iii) interpret the Plan and terms of the Awards, (iv) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and interpret, amend or revoke any such rules, (v) make all determinations with respect to a Participant’s Service and the termination of such Service for purposes of any Award, (vi) correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies) in the Plan or any Award thereunder, (vii) make all determinations it deems advisable for the administration of the Plan; (viii) to decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan; (ix)

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subject to the terms of the Plan, amend the terms of an Award in any manner that is not inconsistent with the Plan, (x) accelerate the vesting or, to the extent applicable, exercisability of any Award at any time (including, but not limited to, upon a Change in Control or upon termination of Service under certain circumstances, as set forth in the Award Agreement or otherwise), and (xi) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Eligible Person who are foreign nationals or employed outside of the United States. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

3.3 Delegation of Authority. The Committee shall have the right, from time to time, to delegate in writing to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) or such other limitations as the Committee shall determine. In no event shall any such delegation of authority be permitted with respect to Awards granted to any member of the Board or to any Eligible Person who is subject to Rule 16b-3 under the Exchange Act or is a covered employee under Section 162(m) of the Code. The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.

4. Shares Subject to the Plan.

4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 4.5 hereof, the total number of shares of Common Stock that are reserved for issuance under the Plan shall be [•] shares of Common Stock (the “Share Reserve”). Each share of Common Stock subject to an Award shall reduce the Share Reserve by one share; provided that Awards that are required to be paid in cash pursuant to their terms shall not reduce the Share Reserve. Any shares of Common Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.

4.2 Share Replenishment. To the extent that an Award granted under this Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the Award or otherwise terminated without delivery of the shares to the Participant, the shares of Common Stock retained by or returned to the Company will (i) not be deemed to have been delivered under the Plan, (ii) be available for future Awards under the Plan, and (iii)

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increase the Share Reserve by one share for each share that is retained by or returned to the Company. Shares that are (i) withheld from an Award in payment of the exercise or purchase price or taxes relating to such an Award or (ii) not issued or delivered as a result of the net settlement of an outstanding stock option or stock appreciation right will (i) not be deemed to have been delivered under the Plan, (ii) be available for future Awards under the Plan, and (iii) increase the Share Reserve by one share for each share that is retained by or returned to the Company. In addition to the foregoing, any shares that become available for issuance pursuant to Section 5.2 of the Mcron Acquisition Corp. 2012 Equity Incentive Plan (the “2012 Plan”) as a result of the forfeiture, cancellation or termination for no consideration of an award under the 2012 Plan will (i) not be available for future awards under the 2012 Plan, (ii) be available for future Awards under this Plan, and (iii) increase the Share Reserve by one share for each share that is retained by or returned to the Company, subject to a maximum of 2,000,000 shares.

4.3 Awards Granted to Eligible Persons Other Than Non-Employee Directors. For purposes of complying with the requirements of Section 162(m) of the Code, the maximum number of shares of Common Stock that may be subject to each Award type that is granted to an Eligible Person other than a Non-Employee Director during any calendar year shall be limited as follows (subject to adjustment as provided in Section 4.5 hereof): (i) 1,000,000 shares of Common Stock subject to Stock Options, (ii) 1,000,000 shares of Common Stock subject to Stock Appreciation Rights, (iii) 1,000,000 shares of Common Stock subject to Restricted Stock Awards that vest in full or in part based on the attainment of Performance Goals, (iv) 750,000 shares of Common Stock subject to Restricted Stock Awards that vest in full or in part based on continued employment over a stated period of time, (v) 1,000,000 shares of Common Stock subject to Restricted Stock Units that vest in full or in part based on the attainment of Performance Goals and (vi) 750,000 shares of Common Stock subject to Restricted Stock Units that vest in full or in part based on continued employment over a stated period of time.

4.4 Awards Granted to Non-Employee Directors. The maximum number of shares of Common Stock that may be subject to Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units and Stock Awards granted to any Non-Employee Director during any calendar year shall be limited to 750,000 shares of Common Stock for all such Award types in the aggregate (subject to adjustment as provided in Section 4.5 hereof).

4.5 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary cash dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock or any merger, reorganization, consolidation, combination, spin-off, stock purchase or other similar corporate change or any other change affecting the Common Stock (other than regular cash dividends to shareholders of the Company), the Committee shall, in the manner and to the extent it considers appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made to (i) the maximum number and kind of shares of Common Stock provided in Sections 4.1, 4.3 and 4.4 hereof (including the maximum number of shares of Common Stock that may become payable to a Participant provided in Sections 4.3 and 4.4 hereof), (ii) the number and kind of shares of Common Stock, units or other rights subject to then outstanding Awards, (iii) the exercise or base price for each share or unit or other right subject to then outstanding Awards, (iv) the maximum amount that may become payable to a Participant under Cash Performance Awards

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provided in Section 10.6 hereof, and (v) any other terms of an Award that are affected by the event. Notwithstanding the foregoing, (a) any such adjustments shall, to the extent necessary, be made in a manner consistent with the requirements of Section 409A of the Code and (b) in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements of Section 424(a) of the Code.

5. Eligibility and Awards.

5.1 Designation of Participants. Any Eligible Person may be selected by the Committee to receive an Award and become a Participant. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted, the number of shares of Common Stock or units subject to Awards to be granted and the terms and conditions of such Awards consistent with the terms of the Plan. In selecting Eligible Persons to be Participants, and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate. Designation of a Participant in any year shall not require the Committee to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to such Participant in any other year.

5.2 Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.

5.3 Award Agreements. Each Award granted to an Eligible Person shall be represented by an Award Agreement. The terms of all Awards under the Plan, as determined by the Committee, will be set forth in each individual Award Agreements as described in Section 15.2 hereof.

6. Stock Options.

6.1 Grant of Stock Options. A Stock Option may be granted to any Eligible Person selected by the Committee, except that an Incentive Stock Option may only be granted to an Eligible Person satisfying the conditions of Section 6.7(a) hereof. Each Stock Option shall be designated on the Date of Grant, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option. All Stock Options granted under the Plan are intended to comply with or be exempt from the requirements of Section 409A of the Code.

6.2 Exercise Price. The exercise price per share of a Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Date of Grant. The Committee may in its discretion specify an exercise price per share that is higher than the Fair Market Value of a share of Common Stock on the Date of Grant.

6.3 Vesting of Stock Options. The Committee shall, in its discretion, prescribe the time or times at which or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option may be based on the continued Service of the Participant with the Company or a

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Subsidiary for a specified time period (or periods), on the attainment of a specified Performance Goal(s) or on such other terms and conditions as approved by the Committee in its discretion, all as set forth in the Award Agreement. If the vesting requirements of a Stock Option are not satisfied, the Award shall be forfeited.

6.4 Term of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option may be exercised; provided, however, that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. The Committee may provide that a Stock Option will cease to be exercisable upon or at the end of a specified time period following a termination of Service for any reason as set forth in the Award Agreement or otherwise. A Stock Option may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Service with the Company or any Subsidiary, including by reason of voluntary resignation, death, Disability, termination for cause or any other reason. Subject to Section 409A of the Code and the provisions of this Section 6, the Committee may extend at any time the period in which a Stock Option may be exercised.

6.5 Stock Option Exercise; Tax Withholding. Subject to such terms and conditions as specified in an Award Agreement, a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price and applicable withholding tax. Payment of the exercise price may be made: (i) in cash or by cash equivalent acceptable to the Committee or (ii) to the extent permitted by the Committee in its sole discretion and set forth in the Award Agreement or otherwise (including by a policy or resolution of the Committee), (A) in shares of Common Stock valued at the Fair Market Value of such shares on the date of exercise, (B) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (C) by reducing the number of shares of Common Stock otherwise deliverable upon the exercise of the Stock Option by the number of shares of Common Stock having a Fair Market Value on the date of exercise equal to the exercise price, (D) by a combination of the methods described above or (E) by such other method as may be approved by the Committee and set forth in the Award Agreement. In addition to and at the time of payment of the exercise price, the Participant shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the payment of the exercise price as may be approved by the Committee and set forth in the Award Agreement.

6.6 Limited Transferability of Nonqualified Stock Options. All Stock Options shall be nontransferable except (i) upon the Participant’s death, in accordance with Section 15.3 hereof or (ii) in the case of Nonqualified Stock Options only, for the transfer of all or part of the Stock Option to a Participant’s “family member” (as defined for purposes of the Form S-8 registration statement under the Securities Act of 1933), or as otherwise permitted by the Committee, in each case as may be approved by the Committee in its discretion at the time of proposed transfer. The transfer of a Nonqualified Stock Option may be subject to such terms and conditions as the Committee may in its discretion impose from time to time. Subsequent transfers of a Nonqualified Stock Option shall be prohibited other than in accordance with Section 15.3 hereof.

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6.7 Additional Rules for Incentive Stock Options.

(a) Eligibility. An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee for purposes of Treasury Regulation §1.421-1(h) with respect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with respect to the Company for purposes of Section 424(f) of the Code.

(b) Annual Limits. No Incentive Stock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the Common Stock with respect to which incentive stock options under Section 422 of the Code are exercisable for the first time in any calendar year under the Plan and any other stock option plans of the Company or any subsidiary or parent corporation, would exceed $100,000, determined in accordance with Section 422(d) of the Code. This limitation shall be applied by taking Stock Options into account in the order in which granted.

(c) Additional Limitations. In the case of any Incentive Stock Option granted to an Eligible Person who owns, either directly or indirectly (taking into account the attribution rules contained in Section 424(d) of the Code), stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary, the exercise price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the Date of Grant and the maximum term shall be five (5) years.

(d) Termination of Employment. An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than (i) three (3) months following termination of employment of the Participant with the Company and all Subsidiaries (other than as set forth in clause (ii) of this Section 6.7(d)) or (ii) one year following termination of employment of the Participant with the Company and all Subsidiaries due to death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, in each case as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.

(e) Other Terms and Conditions; Nontransferability. Any Incentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall be intended and interpreted to cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code. A Stock Option that is granted as an Incentive Stock Option shall, to the extent it fails to qualify as an “incentive stock option” under the Code, be treated as a Nonqualified Stock Option. An Incentive Stock Option shall by its terms be nontransferable other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by such Participant.

(f) Disqualifying Dispositions. If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or one year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

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6.8 Repricing Prohibited. Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a Stock Option when the exercise price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award (other than in connection with a Change in Control) or cause the cancellation, substitution or amendment of a Stock Option that would have the effect of reducing the exercise price of such a Stock Option previously granted under the Plan or otherwise approve any modification to such a Stock Option that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange or other principal exchange on which the Common Stock is then listed.

6.9 Dividend Equivalent Rights. Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, dividends shall not be paid with respect to Stock Options. Dividend equivalent rights shall be granted with respect to the shares of Common Stock subject to Stock Options to the extent permitted by the Committee or set forth in the Award Agreement.

7. Stock Appreciation Rights.

7.1 Grant of Stock Appreciation Rights. Stock Appreciation Rights may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the right upon a specified date or event. Stock Appreciation Rights shall be non-transferable, except as provided in Section 15.3 hereof. All Stock Appreciation Rights granted under the Plan are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code.

7.2 Stand-Alone and Tandem Stock Appreciation Rights. A Stock Appreciation Right may be granted without any related Stock Option, or may be granted in tandem with a Stock Option, either on the Date of Grant or at any time thereafter during the term of the Stock Option. The Committee shall in its discretion provide in an Award Agreement the time or times at which or the conditions upon which, a Stock Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the continued Service of a Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified Performance Goal(s) or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Stock Appreciation Right are not satisfied, the Award shall be forfeited. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee; provided, that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. The Committee may provide that a Stock Appreciation Right will cease to be exercisable upon or at the end of a period following a termination of Service for any reason. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its discretion; provided, however, that the base price per share of any such stand-alone Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Date of Grant.

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7.3 Payment of Stock Appreciation Rights. A Stock Appreciation Right will entitle the holder, upon exercise or other payment of the Stock Appreciation Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the amount determined under the foregoing may be made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued at their Fair Market Value on the date of exercise or payment, in cash or in a combination of shares of Common Stock and cash, subject to applicable tax withholding requirements.

7.4 Repricing Prohibited. Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, without the prior approval of the Company’s stockholders, neither the Committee nor the Board shall cancel a Stock Appreciation Right when the base price per share exceeds the Fair Market Value of one share of Common Stock in exchange for cash or another Award (other than in connection with a Change in Control) or cause the cancellation, substitution or amendment of a Stock Appreciation Right that would have the effect of reducing the base price of such a Stock Appreciation Right previously granted under the Plan or otherwise approve any modification to such Stock Appreciation Right that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange or other principal exchange on which the Common Stock is then listed.

7.5 Dividend Equivalent Rights. Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, dividends shall not be paid with respect to Stock Appreciation Rights. Dividend equivalent rights shall be granted with respect to the shares of Common Stock subject to Stock Appreciation Rights to the extent permitted by the Committee or set forth in the Award Agreement.

8. Restricted Stock Awards.

8.1 Grant of Restricted Stock Awards. A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award.

8.2 Vesting Requirements. The restrictions imposed on shares granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted Stock Award may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified Performance Goal(s) designed to meet the requirements for exemption under Section 162(m) of the Code or on such other terms and conditions as approved by the Committee in its discretion. If the vesting requirements of a Restricted Stock Award shall not be satisfied or, if applicable, the Performance Goal(s) with respect to such Restricted Stock Award are not attained, the Award shall be forfeited and the shares of Stock subject to the Award shall be returned to the Company.

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8.3 Transfer Restrictions. Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge or charge until all applicable restrictions are removed or have expired, except as provided in Section 15.3 hereof. Failure to satisfy any applicable restrictions shall result in the subject shares of the Restricted Stock Award being forfeited and returned to the Company. The Committee may require in an Award Agreement that certificates (if any) representing the shares granted under a Restricted Stock Award bear a legend making appropriate reference to the restrictions imposed, and that certificates (if any) representing the shares granted or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.

8.4 Rights as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant shall have all rights of a stockholder with respect to the shares granted to the Participant under a Restricted Stock Award, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless otherwise provided in the applicable Award Agreement or the Committee determines otherwise at the time the Restricted Stock Award is granted. The Committee may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to stockholders generally, at the times of vesting or other payment of the Restricted Stock Award or otherwise.

8.5 Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Stock Award, the Participant shall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue Service, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award under Section 83(b) of the Code.

9. Restricted Stock Units.

9.1 Grant of Restricted Stock Units. A Restricted Stock Unit may be granted to any Eligible Person selected by the Committee. The value of each Restricted Stock Unit is equal to the Fair Market Value of the Common Stock on the applicable date or time period of determination, as specified by the Committee. Restricted Stock Units shall be subject to such restrictions and conditions as the Committee shall determine. In addition, a Restricted Stock Unit may be designated as a “Performance Stock Unit”, the vesting requirements of which may be based, in whole or in part, on the attainment of pre-established business and/or individual Performance Goal(s) over a specified performance period designed to meet the requirements for exemption under Section 162(m) of the Code, or otherwise, as approved by the Committee in its discretion. Restricted Stock Units shall be non-transferable, except as provided in Section 15.3 hereof.

9.2 Vesting of Restricted Stock Units. On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements with respect to Restricted Stock Units, which shall be set forth in the Award Agreement. The requirements for vesting of a Restricted Stock Unit may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods) or on such other terms and conditions as approved by the Committee (including Performance Goal(s)) in its discretion. If the vesting requirements of a Restricted Stock Units Award are not satisfied, the Award shall be forfeited.

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9.3 Payment of Restricted Stock Units. Restricted Stock Units shall become payable to a Participant at the time or times determined by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Restricted Stock Unit may be made, as approved by the Committee and set forth in the Award Agreement, in cash or in shares of Common Stock or in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a Restricted Stock Unit shall be made based upon the Fair Market Value of the Common Stock.

9.4 Dividend Equivalent Rights. Subject to the anti-dilution adjustment provisions contained in Section 4.5 hereof, Restricted Stock Units may or may not, in the discretion of the Committee, be granted together with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional Restricted Stock Units or may be accumulated in cash, as determined by the Committee in its discretion. Dividend equivalent rights will be paid at such times as determined by the Committee in its discretion (including without limitation at the times paid to stockholders generally or at the times of vesting or payment of the Restricted Stock Unit). Dividend equivalent rights may be subject to forfeiture under the same conditions as apply to the underlying Restricted Stock Units.

9.5 No Rights as Stockholder. The Participant shall not have any rights as a stockholder with respect to the shares subject to a Restricted Stock Unit until such time as shares of Common Stock are delivered to the Participant pursuant to the terms of the Award Agreement.

10. Cash Performance Awards and Performance Criteria.

10.1 Grant of Cash Performance Awards. A Cash Performance Award may be granted to any Eligible Person selected by the Committee. Payment amounts may be based on specified levels of attainment with respect to the Performance Goals, including, if applicable, specified threshold, target and maximum performance levels. The requirements for payment may be also based upon the continued Service of the Participant with the Company or a Subsidiary during the respective performance period and on such other conditions as determined by the Committee and set forth in an Award Agreement. With respect to Cash Performance Awards and other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, before the 90th day of the applicable performance period (or, if the performance period is less than one year, no later than the number of days which is equal to 25% of such performance period), the Committee will determine the duration of the performance period, the Performance Criteria, the applicable Performance Goals relating to the Performance Criteria, and the amount and terms of payment and/or vesting upon achievement of the Performance Goals. Cash Performance Awards shall be non-transferable, except as provided in Section 15.3 hereof.

10.2 Award Agreements. Each Cash Performance Award shall be evidenced by an Award Agreement that shall specify the performance period and such other terms and conditions as the Committee, in its discretion, shall determine. The Committee may accelerate the vesting of a Cash Performance Award upon a Change in Control or termination of Service under certain circumstances, as set forth in the Award Agreement.

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10.3 Performance Criteria. For purposes of Cash Performance Awards, Performance Stock Units and other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Performance Criteria shall be one or any combination of the following, for the Company or any identified Subsidiary or business unit, as determined by the Committee before the 90th day of the applicable performance period: (a) net earnings; (b) earnings per share; (c) net debt; (d) revenue or sales growth; (e) net or operating income; (f) net operating profit; (g) return measures (including, but not limited to, return on assets, capital, equity or sales); (h) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (i) earnings before or after taxes, interest, depreciation, amortization and/or rent; (j) share price (including, but not limited to growth measures and total stockholder return); (k) expense control or loss management; (l) customer satisfaction; (m) market share; (n) economic value added; (o) working capital; (p) the formation of joint ventures or the completion of other corporate transactions; (q) gross or net profit margins; (r) revenue mix; (s) operating efficiency; (t) product diversification; (u) market penetration; (v) measurable achievement in quality, operation or compliance initiatives; (w) quarterly dividends or distributions; (x) employee retention or turnover; or (y) any combination of or a specified increase in any of the foregoing. Each of the Performance Criteria shall be applied and interpreted in accordance with an objective formula or standard established by the Committee at the time the applicable Award is granted including, without limitation, GAAP.

10.4 Performance Goals. For purposes of Cash Performance Awards and other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the “Performance Goals” shall be the levels of achievement relating to the Performance Criteria selected by the Committee for the Award. The Performance Goals shall be written and shall be expressed as an objective formula or standard that precludes discretion to increase the amount of compensation payable that would otherwise be due upon attainment of the goal. The Performance Goals may be applied on an absolute basis or relative to an identified index, peer group, or one or more competitors or other companies (including particular business segments or divisions or such companies), as specified by the Committee. The Performance Goals need not be the same for all Participants.

10.5 Adjustments. At the time that an Award is granted, the Committee may provide for the Performance Goals or the manner in which performance will be measured against the Performance Goals to be adjusted in such objective manner as it deems appropriate, including, without limitation, adjustments to reflect charges for restructurings, non-operating income, the impact of corporate transactions or discontinued operations, extraordinary and other unusual or non-recurring items and the cumulative effects of accounting or tax law changes. In addition, with respect to a Participant hired or promoted following the beginning of a performance period, the Committee may determine to prorate the Performance Goals and/or the amount of any payment in respect of such Participant’s Cash Performance Awards for the partial performance period.

10.6 Maximum Amount of Cash Performance Awards. The maximum amount that may become payable to any one Participant during any one calendar year under all Cash Performance Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code is limited to $15,000,000.

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10.7 Negative Discretion. Notwithstanding anything else contained in the Plan to the contrary, the Committee shall, to the extent provided in an Award Agreement, have the right, in its discretion, (i) to reduce or eliminate the amount otherwise payable to any Participant under an Award and (ii) to establish rules or procedures that have the effect of limiting the amount payable to any Participant to an amount that is less than the amount that otherwise would be payable under an Award. The Committee may exercise such discretion in a non-uniform manner among Participants. The Committee shall not have discretion to increase the amount that otherwise would be payable to any Participant under a Cash Performance Award or other Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

10.8 Certification. Following the conclusion of the performance period of a Cash Performance Award or other Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify in writing whether the Performance Goals for that performance period have been achieved, or certify the degree of achievement, if applicable.

10.9 Payment. Upon certification of the Performance Goals for a Cash Performance Award, or other Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall determine the level of vesting or amount of payment to the Participant pursuant to the Award, if any. Notwithstanding the foregoing, Cash Performance Awards may be paid, at the discretion of the Committee, in any combination of cash or shares of Common Stock, based upon the Fair Market Value of such shares at the time of payment.

11. Stock Awards.

11.1 Grant of Stock Awards. A Stock Award may be granted to any Eligible Person selected by the Committee. A Stock Award may be granted for past Services, in lieu of bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined by the Committee. The Committee shall determine the terms and conditions of such Awards, and such Awards may be made without vesting requirements. In addition, the Committee may, in connection with any Stock Award, require the payment of a specified purchase price.

11.2 Rights as Stockholder. Subject to the foregoing provisions of this Section 11 and the applicable Award Agreement, upon the issuance of the Common Stock under a Stock Award the Participant shall have all rights of a stockholder with respect to the shares of Common Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto.

12. Change in Control.

12.1 Effect on Awards. Upon the occurrence of a Change in Control, unless otherwise provided in the Award Agreement, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding Awards, including without limitation the following (or any combination thereof): (a) continuation or assumption of such outstanding

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Awards under the Plan by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (b) substitution by the surviving company or corporation or its parent of awards with substantially the same terms for outstanding Awards (with appropriate adjustments to the type of consideration payable upon settlement of the Awards); (c) accelerated exercisability, vesting and/or payment under outstanding Awards immediately prior to the occurrence of such event or upon a termination of employment following such event; and (d) if all or substantially all of the Company’s outstanding shares of Common Stock transferred in exchange for cash consideration in connection with such Change in Control: (i) upon written notice, provide that any outstanding Stock Options and Stock Appreciation Rights are exercisable during a reasonable period of time immediately prior to the scheduled consummation of the event or such other reasonable period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such Stock Options and Stock Appreciation Rights shall terminate to the extent not so exercised within the relevant period; and (ii) cancellation of all or any portion of outstanding Awards for fair value (in the form of cash, Shares, other property or any combination thereof) as determined in the sole discretion of the Committee; provided, that, in the case of Stock Options and Stock Appreciation Rights, the fair value may equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of shares of Common Stock (or, if no such consideration is paid, Fair Market Value of the shares of Common Stock) over the aggregate exercise or base price, as applicable, with respect to such Awards or portion thereof being canceled, or if no such excess, zero.

12.2 Definition of Change in Control. Unless otherwise defined in an Award Agreement, “Change in Control” shall mean the occurrence of one of the following events:

(a) Any Person, becomes the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power, excluding any Person who holds fifty percent (50%) or more of the voting power on the Effective Date of the Plan (the “Initial Owners”), of the then outstanding voting securities of the Company entitled to vote generally in the election of its directors (the “Outstanding Company Voting Securities”) including by way of merger, consolidation or otherwise; provided, however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition of voting securities of the Company directly from the Company, including without limitation, a public offering of securities; (ii) any acquisition by the Company or any of its Subsidiaries of Outstanding Company Voting Securities, including an acquisition by any employee benefit plan or related trust sponsored or maintained by the Company or any of its Subsidiaries; or (iii) any acquisition after which the Initial Owners and their affiliates remain the Beneficial Owners of more Outstanding Voting Securities than any other Person.

(b) Consummation of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, following such Business Combination: (i) any individuals and entities that were the Beneficial Owners of Outstanding Company Voting Securities immediately prior to such Business Combination are the Beneficial Owners, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors (or election of members of a comparable governing body) of the entity resulting from the Business Combination (including,

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without limitation, an entity which as a result of such transaction owns all or substantially all of the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) (the “Successor Entity”) in substantially the same proportions as their ownership immediately prior to such Business Combination; (ii) no Person (excluding any Successor Entity or any employee benefit plan or related trust of the Company, such Successor Entity, or any of their Subsidiaries) is the Beneficial Owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or comparable governing body) of the Successor Entity, except to the extent that such ownership existed prior to the Business Combination; and (iii) at least a majority of the members of the board of directors (or comparable governing body) of the Successor Entity were Incumbent Directors (including persons deemed to be Incumbent Directors) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change in Control” shall be limited to a “change in control event” as defined under Section 409A of the Code. For the avoidance of doubt, neither a public offering nor any changes to the size or members of the Board in connection with or as a result of a Public Offering shall constitute or be deemed to result in a Change in Control.

13. Forfeiture Events.

13.1 General. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Service for Cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant or other similar conduct by the Participant that is detrimental to the business or reputation of the Company.

13.2 Termination for Cause.

(a) Treatment of Awards. Unless otherwise provided by the Committee and set forth in an Award Agreement, if (i) a Participant’s Service with the Company or any Subsidiary shall be terminated for Cause or (ii) within one (1) year following termination of Service for any other reason, the Committee determines in its discretion that, after termination, the Participant breached any of the material terms contained in any non-competition agreement, confidentiality agreement or similar restrictive covenant agreement to which such Participant is a party, such Participant’s rights, payments and benefits with respect to an Award shall be subject to cancellation, forfeiture and/or recoupment, as provided in Section 13.3 below. The Company shall have the power to determine whether the Participant has been terminated for Cause, the date upon which such termination for Cause occurs and whether the Participant engaged in conduct that violated any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary. Any such determination shall be final, conclusive and binding upon all Persons. In addition, if the Company shall reasonably determine that a Participant has

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committed or may have committed any act which could constitute the basis for a termination of such Participant’s Service for Cause or violates any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary, the Company may suspend the Participant’s rights to exercise any Stock Option or Stock Appreciation Right, receive any payment or vest in any right with respect to any Award pending a determination by the Company of whether an act or omission could constitute the basis for a termination for Cause as provided in this Section 13.2.

(b) Definition of Cause. Unless otherwise defined in an Award Agreement, “Cause” shall mean:

(i) the Participant has committed a deliberate and premeditated act against the interests of the Company including, without limitation: an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business; or

(ii) the Participant has been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or

(iii) the Participant has failed to perform or neglected the material duties incident to his employment or other engagement with the Company on a regular basis, and such refusal or failure shall have continued for a period of twenty (20) days after written notice to the Participant specifying such refusal or failure in reasonable detail; or

(iv) the Participant has been chronically absent from work (excluding vacations, illnesses, Disability or leaves of absence approved by the Company); or

(v) the Participant has refused, after explicit written notice, to obey any lawful resolution of or direction by the Board which is consistent with the duties incident to his employment or other engagement with the Company and such refusal continues for more than twenty (20) days after written notice is given to the Participant specifying such refusal in reasonable detail; or

(vi) the Participant has breached any of the material terms contained in any employment agreement, non-competition agreement, confidentiality agreement or similar type of agreement to which such Participant is a party; or

(vii) the Participant has engaged in (x) the unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or (y) habitual drunkenness on the Company’s premises.

Any voluntary termination of employment or other engagement by the Participant in anticipation of an involuntary termination of the Participant’s Service for Cause shall be deemed to be a termination for “Cause.” Notwithstanding the foregoing, in the event that a Participant is party to an employment, severance or similar agreement with the Company or any of its affiliates and such agreement contains a definition of “Cause,” the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to such Participant, by the definition of “Cause” used in such employment, severance or similar agreement.

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13.3 Right of Recapture.

(a) General. If at any time within one (1) year (or such longer time specified in an Award Agreement or other agreement with a Participant) after the date on which a Participant exercises a Stock Option or Stock Appreciation Right or on which a Stock Award, Restricted Stock Award or Restricted Stock Unit vests or becomes payable or on which a Cash Performance Award is paid to a Participant, or on which income otherwise is realized by a Participant in connection with an Award, (i) a Participant’s Service is terminated for Cause or (ii) after a Participant’s Service otherwise terminates for any other reason, the Committee determines in its discretion that, after termination, the Participant breached any of the material terms contained in any non-competition agreement, confidentiality agreement or similar restrictive covenant agreement to which such Participant is a party, then any gain realized by the Participant from the exercise, vesting, payment or other realization of income by the Participant in connection with an Award, shall be paid by the Participant to the Company upon notice from the Company, subject to applicable state law. Such gain shall be determined as of the date or dates on which the gain is realized by the Participant, without regard to any subsequent change in the Fair Market Value of a share of Common Stock. To the extent not otherwise prohibited by law, the Company shall have the right to offset such gain against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay or pursuant to any benefit plan or other compensatory arrangement).

(b) Accounting Restatement. If a Participant receives compensation pursuant to an Award under the Plan (whether a Stock Option, Cash Performance Award or otherwise) based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the Participant will, to the extent not otherwise prohibited by law, upon the written request of the Company, forfeit and repay to the Company the difference between what the Participant received and what the Participant should have received based on the accounting restatement, in accordance with (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time or (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed (the “Policy”). By accepting an Award hereunder, the Participant acknowledges and agrees that the Policy shall apply to such Award, and all incentive-based compensation payable pursuant to such Award shall be subject to forfeiture and repayment pursuant to the terms of the Policy.

14. Transfer, Leave of Absence, Etc. For purposes of the Plan, except as otherwise determined by the Committee, the following events shall not be deemed a termination of employment: (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

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15. General Provisions.

15.1 Status of Plan. The Committee may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver stock or make payments with respect to Awards.

15.2 Award Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or Restricted Stock Units subject to the Award, the exercise price, base price or purchase price of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement also may set forth the effect on an Award of a Change in Control or a termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and also may set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations of the Plan. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant, in which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines of the Company in effect from time to time. In the event of any conflict between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall prevail.

15.3 No Assignment or Transfer; Beneficiaries. Except as provided in Section 6.6 hereof or as otherwise determined by the Committee, Awards under the Plan shall not be assignable or transferable by the Participant, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, in the event of the death of a Participant, except as otherwise provided by the Committee in an Award Agreement, an outstanding Award may be exercised by or shall become payable to the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by a legatee or legatees of such Award under the participant’s last will or by such Participant’s executors, personal representatives or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution. The Committee may provide in the terms of an Award Agreement or in any other manner prescribed by the Committee that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s death.

15.4 Deferrals of Payment. The Committee may in its discretion permit a Participant to defer the receipt of payment of cash or delivery of shares of Common Stock that would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of

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vesting or other conditions with respect to an Award; provided, however, that such discretion shall not apply in the case of a Stock Option or Stock Appreciation Right. If any such deferral is to be permitted by the Committee, the Committee shall establish rules and procedures relating to such deferral in a manner intended to comply with the requirements of Section 409A of the Code, including, without limitation, the time when an election to defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest or other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.

15.5 No Right to Employment or Continued Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or any Participant any right to continue in the Service of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or a Participant for any reason at any time.

15.6 Stock Certificates. The Committee may determine in its discretion the manner of delivery of Common Stock to be issued under the Plan, which may be by delivery of stock certificates, electronic account entry into new or existing accounts or any other means as the Committee, in its discretion, deems appropriate. The Committee may require that the stock certificates (if any) be held in escrow by the Company for any shares of Common Stock or cause the shares to be legended in order to comply with the securities laws or other applicable restrictions or should the shares of Common Stock be represented by book or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the shares of Common Stock as the Committee considers necessary or advisable.

15.7 Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to such Company’s insider-trading-policy-related restrictions, terms and conditions to the extent established by the Committee, or in accordance with policies set by the Committee, from time to time.

15.8 Section 409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code. In the event that any (i) provision of the Plan or an Award Agreement, (ii) Award, payment, transaction or (iii) other action or arrangement contemplated by the provisions of the Plan is determined by the Committee to not comply with the applicable requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority to take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such requirements; provided, that no such action shall adversely affect any outstanding Award without the consent of the affected Participant. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise be made under the Plan or an Award Agreement upon a termination of Service will be made or provided unless and until such termination is also a “separation from service,” as determined in accordance with

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Section 409A of the Code. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee” as defined in Section 409A of the Code at the time of termination of Service with respect to an Award, then solely to the extent necessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits under the Award shall be deferred until the date that is six (6) months plus one (1) day following the date of the Participant’s termination of Service or, if earlier, the Participant’s death (or such other period as required to comply with Section 409A). In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

15.9 Securities Law Compliance.

(a) General. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares.

(b) Compliance with Rule 701. For Awards granted prior to a Public Offering and the filling of an effective registration statement on Form S-8, the Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act and, therefore, such Awards are subject to the restrictions set forth in Rule 701, and are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act, and any resale of the Shares underlying such Awards must be in compliance with the registration requirements of the Securities Act or an exemption therefrom. Awards issued pursuant to the Plan prior to a Public Offering and the filling of an effective registration statement on Form S-8 shall in no event exceed the limitations set forth in Rule 701(d), as applicable from time to time.

15.10 Substitute Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Any such substitute awards shall not reduce the Share Reserve.

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15.11 Tax Withholding. The Participant shall be responsible for payment of any taxes or similar charges required by law to be paid or withheld from an Award or an amount paid in satisfaction of an Award. Any required withholdings shall be paid by the Participant on or prior to the payment or other event that results in taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award, which may include permitting the Participant to elect to satisfy the withholding obligation by tendering shares of Common Stock to the Company or having the Company withhold a number of shares of Common Stock having a value equal to the minimum statutory tax or similar charge required to be paid or withheld.

15.12 Unfunded Plan. The adoption of the Plan and any reservation of shares of Stock or cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

15.13 Other Compensation and Benefit Plans. The adoption of the Plan shall not affect any other share incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of share incentive or other compensation or benefit program for employees of the Company or any Subsidiary. The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant is entitled under any other compensation or benefit plan or program of the Company or a Subsidiary, including, without limitation, under any pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan.

15.14 Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s executor, administrator and permitted transferees and beneficiaries.

15.15 Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

15.16 Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

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15.17 No Fractional Shares. Unless otherwise determined by the Committee, no fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares of Common Stock or whether such fractional shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

15.18 No Guarantees Regarding Tax Treatment. Neither the Company nor the Committee make any guarantees to any person regarding the tax treatment of Awards or payments made under the Plan. Neither the Company nor the Committee has any obligation to take any action to prevent the assessment of any tax on any person with respect to any Award under Section 409A of the Code, Section 4999 of the Code or otherwise and neither the Company nor the Committee shall have any liability to a person with respect thereto.

15.19 Data Protection. By participating in the Plan, each Participant consents to the collection, processing, transmission and storage by the Company, its Subsidiaries and any third party administrators of any data of a professional or personal nature for the purposes of administering the Plan.

15.20 Awards to Non-U.S. Participants. To comply with the laws in countries other than the United States in which the Company or any of its Subsidiaries or affiliates operates or has employees, Non-Employee Directors or consultants, the Committee, in its sole discretion, shall have the power and authority to (i) modify the terms and conditions of any Award granted to Participants outside the United States to comply with applicable foreign laws, (ii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals and (iii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 15.20 by the Committee shall be attached to this Plan document as appendices.

16. Term; Amendment and Termination; Stockholder Approval.

16.1 Term. The Plan shall be effective as of the date of adoption by the Board, which date is set forth below (the “Effective Date”). Subject to Section 16.2 hereof, the Plan shall terminate on the tenth anniversary of the Effective Date.

16.2 Amendment and Termination. The Board may from time to time and in any respect, amend, modify, suspend or terminate the Plan; provided, that, no amendment, modification, suspension or termination of the Plan shall adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award. The Board may seek the approval of any amendment, modification, suspension or termination by the Company’s stockholders to the extent it deems necessary or advisable in its discretion for purposes of compliance with Section 162(m) or Section 422 of the Code, the listing requirements of the New York Stock Exchange or other exchange or securities market or for any other purpose.

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16.3 Stockholder Approval. The Plan will be submitted for approval by the stockholders of the Company within twelve months of the Effective Date. Any Awards granted under the Plan prior to such approval of the stockholders shall be effective as of the applicable date of grant, but no such Award may be exercised or settled and no restrictions relating to any Award may lapse prior to such stockholder approval, and if the stockholders fail to approve the Plan as specified hereunder, the Plan and any Awards issued thereunder shall be terminated and cancelled without consideration.

16.4 Re-Approval of Performance Criteria. At the discretion of the Board, for purposes of compliance with Section 162(m) of the Code, the Company may seek approval by the Company’s stockholders of the Performance Criteria (or other designated performance goals) and such other provisions as determined by the Board no later than the Annual General Meeting of Stockholders in the third year following the year in which a Public Offering first occurs.

*        *        *         *

This Plan was duly adopted and approved by the Board of Directors of the Company by resolution at a meeting held on May 29, 2015.

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APPENDIX I

CANADIAN RESIDENT EMPLOYEES

1. This Appendix I shall apply to all Participants who are Canadian Resident Employees (as defined below). In the event that a Participant becomes a Canadian Resident Employee subsequent to the grant of an Award under the Plan, then, pursuant to Section 15.20 of the Plan, such Award shall immediately and automatically be amended in a manner consistent with this Schedule unless otherwise determined by the Committee.

2. In this Schedule, the following terms shall have the meanings set forth below:

ITA means the Income Tax Act (Canada) as it may be amended from time to time and all regulations, interpretations and administrative guidance issued thereunder;

Canadian Resident Employee means an employee of the Company or any of its Subsidiaries who is a resident in Canada for purposes of the ITA and any applicable income tax treaty or convention;

NI 45-102 means National Instrument 45-102—Resale of Securities; and

NI 45-106 means National Instrument 45-106—Prospectus Exemptions.

3. Section 2 shall be amended to replace the last sentence in the definition “Fair Market Value” in its entirety with the following:

“If the Common Stock is not listed on any such exchange, “Fair Market Value” shall be such value as determined in good faith by the Board in its discretion.”

4. Section 2 shall be amended to include at the end of the definition of “Public Offering” the following:

“or a prospectus pursuant to applicable Canadian securities laws.”

5. Section 6.1 shall be deleted in its entirety and replaced with the following:

“Grant of Stock Option. A Stock Option may be granted to any Eligible Person selected by the Committee. All Stock Options granted under the Plan are intended to comply with Section 7 of the ITA.”

6. Section 6.5 shall be deleted in its entirety and replaced with the following:

“Stock Option Exercise; Tax Withholding. Subject to such terms and conditions as specified in an Award Agreement, a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price and applicable withholding tax. Payment of the exercise price may be made: (i) in cash or by cash equivalent acceptable by the Committee or (ii) to the extent permitted by the Committee in its sole discretion and set

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forth in the Award Agreement or otherwise (including by a policy or resolution of the Committee), (A) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price or (B) by such other method as may be approved by the Committee and set forth in the Award Agreement. In addition to and at the time of payment of the exercise price as may be approved by the Committee and set forth in the Award Agreement.”

7. Section 6.6 shall be deleted in its entirety and replaced with the following:

“Limited Transferability of Nonqualified Stock Options. All Stock Options shall be non-transferable except (i) upon the Participant’s death, in accordance with Section 15.3 hereof or (ii) pursuant to an exemption from the prospectus requirements under NI 45-106 and NI 45-102, in each case as may be approved by the Committee in its discretion at the time of the proposed transfer. The transfer of a Stock Option may be subject to such terms and conditions as the Committee may in its discretion impose from time to time.”

8. Section 6.7 shall be deleted in its entirety.

9. Section 6.9 shall be deleted in its entirety.

10. Section 7.1 shall be amended to delete the last sentence in its entirety.

11. Section 7.5 shall be deleted in its entirety.

12. Section 8.2 shall be amended to delete the words “designed to meet the requirements for exemption under Section 162(m) of the Code”.

13. Section 8.5 shall be deleted in its entirety.

14. Section 9.1 shall be amended to delete the words “designed to meet the requirements for exemption under Section 162(m) of the Code, or otherwise”.

15. Section 9.2 shall be deleted in its entirety.

16. Section 10.1 shall be amended to delete the words the following:

“With respect to Cash Performance Awards and other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, before the 90^th day of the applicable performance period (or, if the performance period is less than one year, no later than the number of days which is equal to 25% of such performance period), the Committee will determine the duration of the performance period, the Performance Criteria, the applicable Performance Goals relating to the performance Criteria, and the amount and terms of payment and/or vesting upon achievement of the Performance Goals.”

17. Section 10.2 shall be deleted in its entirety.

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18. Section 10.3 shall be amended to delete the words “and other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code”.

19. Section 10.5 shall be deleted in its entirety.

20. Section 10.7 shall be amended to delete the words “or other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code”.

21. Section 10.8 shall be amended to delete the words “or other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code”.

22. Section 10.9 shall be amended to delete the words “or other Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code”.

23. Section 13.2(b)(ii) shall be amended to replace the word “felony” with the words “indictable offence”.

24. Section 13.3(a) shall be amended to replace the words “applicable state law” with the words “applicable law”.

25. Section 13.3(b) shall be amended to replace the words “national securities exchange” with the words “securities exchange”.

26. Section 15.3 shall be deleted in its entirety and replaced with the following:

“No Assignment or Transfer; Beneficiaries. Except as provided in Section 6.6 hereof or as otherwise determined by the Committee, Awards under the Plan shall not be assignable or transferable by the Participant, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, in the event of the death of a Participant, except as otherwise provided by the Committee in an Award Agreement, subject to applicable Canadian securities laws, an outstanding Award may be exercised by or shall become payable to the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by a legatee or legatees of such Award under the participant’s last will or by such Participant’s executors, personal representatives or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution. The Committee may provide in the terms of an Award Agreement or in any other manner prescribed by the Committee that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s death.”

27. Section 15.4 shall be amended to delete the last sentence in its entirety.

28. Section 15.8 shall be deleted in its entirety.

29. Section 15.9(a) shall be amended to replace the last sentence in its entirety with the following:

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“The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that his or her participation in the distribution is voluntary and the securities being acquired for investment purposes and without any current intention to sell or distribute such securities.”

30. Section 15.9(b) shall be deleted in its entirety and replaced with the following:

“Compliance with Securities Laws. For Awards granted prior to a Public Offering, the Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act and, therefore, such Awards are subject to the restrictions set forth in Rule 701, and are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act, and any resale of the Shares underlying such Awards must be in accordance with NI 45-102 and in compliance with the registration requirements of the Securities Act or an exemption therefrom. Awards issued pursuant to the Plan prior to a Public Offering and the filling of an effective registration statement on Form S-8 shall in no event exceed the limitations set forth in Rule 701(d), as applicable from time to time.”

31. Section 15.11 shall be amended to delete the following words:

“, which may include permitting the Participant to elect to satisfy the withholding obligation by tendering shares of Common Stock to the Company or having the Company withhold a number of shares of Common Stock having a value equal to the minimum statutory tax or similar charge required to be paid or withheld.”

32. Section 15.18 shall be amended to delete the following the words:

“under Section 409A of the Code, Section 4999 of the Code or otherwise”.

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EX-10.6

Exhibit 10.6

MILACRON HOLDINGS CORP.

ANNUAL BONUS PLAN

Section 1. Purpose

The purpose of this Milacron Holdings Corp. Annual Bonus Plan is to promote the interests of the Company and its shareholders by motivating superior performance by executive officers and other key personnel with annual bonus opportunities based upon corporate and individual performance.

Section 2. Definitions

(a) “Award” means an award granted to a Participant under the Plan subject to such terms and conditions as the Plan Administrator may establish under the terms of the Plan.

(b) “Board” means the Board of Directors of the Company.

(c) “Company” means Milacron Holdings Corp. and its subsidiaries.

(d) “Participant” means an employee of the Company who has been granted an Award under the Plan.

(e) “Performance Criteria” shall have the meaning set forth in Section 5(b) hereof.

(f) “Performance Goals” shall have the meaning set forth in Section 5(c) hereof.

(g) “Plan” means this Milacron Holdings Corp. Annual Bonus Plan, as it may be amended and restated from time to time.

(h) “Plan Administrator” means the Compensation Committee of the Board, or such other committee of the Board that the Board shall designate from time to time to administer the Plan.

(i) “Plan Year” means each calendar year in which the Plan shall be in effect.

Section 3. Plan Administration

(a) General. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have such powers and authority as may be necessary or appropriate for the Plan Administrator to carry out its functions as described in the Plan. No member of the Plan Administrator shall be liable for any action or determination made in good faith by the Plan Administrator with respect to the Plan or any Award hereunder. The Plan Administrator may delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under this Plan.

(b) Discretionary Authority. Subject to the express limitations of the Plan, the Plan Administrator shall have authority in its discretion to determine the time or times at which Awards may be granted, the recipients of Awards, the Performance Criteria, the Performance Goals and all other terms of an Award. The Plan Administrator shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Plan Administrator may prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Plan Administrator shall be final, conclusive, and binding upon all parties.

Section 4. Eligibility and Participation

Employees of the Company who hold a position as an executive officer of the Company shall be eligible to participate in the Plan for a Plan Year on such basis and on such terms and conditions as determined by the Plan Administrator. In addition, any other employees of the Company designated by the Plan Administrator to receive an Award for a Plan Year shall become a Participant in the Plan with respect to such Plan Year.

Section 5. Awards

(a) Amount of Awards. The Plan Administrator will determine in its discretion the amount of an Award, the Performance Criteria, the applicable Performance Goals relating to the Performance Criteria, and the amount and terms of payment to be made upon achievement of the Performance Goals for each Plan Year.

(b) Performance Criteria. For purposes of Awards granted under the Plan, the “Performance Criteria” for a given Plan Year shall be one or any combination of the following, for the Company or any identified subsidiary or business unit, as may be selected by the Plan Administrator in its sole discretion at the time of an Award: (i) net earnings; (ii) earnings per share; (iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit; (vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest, depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return); (xi) expense control or loss management; (xii) customer satisfaction; (xiii) market share; (xiv) economic value added; (xv) working capital; (xvi) the formation of joint ventures or the completion of other corporate transactions; (xvii) gross or net profit margins; (xviii) revenue mix; (xix) operating efficiency; (xx) product diversification; (xxi) market penetration; (xxii) measurable achievement in quality, operation or compliance initiatives; (xxiii) quarterly dividends or distributions; (xxiv) employee retention or turnover; (xxv) any combination of or a specified increase in any of the foregoing, or such other Performance Criteria determined to be appropriate by the Plan Administrator in its sole discretion.

(c) Performance Goals. For purposes of Awards granted under the Plan, the “Performance Goals” for a given Plan Year shall be the levels of achievement relating to the Performance Criteria as may be selected by the Plan Administrator for the Award. The Plan Administrator may establish such Performance Goals relative to the applicable Performance Criteria as it determines in its sole discretion at the time of an Award. The Performance Goals may be applied on an absolute basis or relative to an identified index or peer group, as specified

2

by the Plan Administrator. The Performance Goals may be applied by the Plan Administrator after excluding charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effects of accounting changes, and without regard to realized capital gains.

(d) Payment of Awards. The payment of awards under the Plan shall be made at such time or times as determined by the Plan Administrator in its sole discretion and generally shall be made within two and one half months following the end of the applicable Plan Year.

(e) Form of Payment. Awards under the Plan shall generally be made in cash. The Plan Administrator may, in its discretion, provide that a Participant receive all or a portion of an Award in stock units or other equity-based compensation to be granted under the Mcron Acquisition Corp. 2015 Equity Incentive Plan.

(f) Tax Withholding. Any payment under this Plan shall be subject to applicable income and employment taxes and any other amounts that the Company is required by law to deduct and withhold from such payment.

Section 6. Termination of Employment

(a) General Rule. Subject to the provisions of Section 6(b) hereof, the obligation of the Company to satisfy payment of an Award to a Participant hereunder is conditioned upon the continued employment of the Participant with the Company at the time determined by the Plan Administrator for payment of an Award. If the employment of a Participant with the Company is terminated for any reason, at any time prior to the time determined by the Plan Administrator for payment of an Award hereunder, the Award shall be forfeited and automatically be cancelled without further action of the Company, unless otherwise provided by the Plan Administrator.

(b) Exceptions. The Plan Administrator may, in its discretion, provide for the payment of an Award in the event a Participant’s employment with the Company is terminated for any reason including, but not limited to, a termination by the Company without cause or as a result of the Participant’s death or disability. Such payment may be made on a pro-rated or accelerated basis as determined by the Plan Administrator in its sole discretion.

Section 7. General Provisions

(a) Effective Date. The Plan shall be effective with respect to Plan Years beginning on or after [Month] [Day], 2015.

(b) Amendment and Termination. The Company may, from time to time, by action of the Board, amend, suspend or terminate any or all of the provisions of the Plan with respect to the then current Plan Year and any future Plan Year, without the requirement of obtaining the consent of the affected Participants.

(c) No Right to Employment. Nothing in the Plan shall be deemed to give any Participant the right to remain employed by the Company or to limit, in any way, the right of the Company to terminate, or to change the terms of, a Participant’s employment at any time.

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(d) Governing Law. The Plan shall be governed by and construed in accordance with the laws of Delaware, without regard to the choice-of-law rules thereof.

(e) Section 409A. The Company intends that that payments and benefits under this Plan will either comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Plan shall be interpreted to be exempt from Section 409A or in compliance therewith, as applicable. Nothing contained herein shall constitute any representation or warranty by the Company regarding compliance with Section 409A. The Company shall have no obligation to take any action to prevent the assessment of any additional income tax, interest or penalties under Section 409A on any person and the Company, its subsidiaries and affiliates, and each of their respective employees or representatives, shall have no liability to any person with respect thereto. A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Plan or relating to any such payments or benefits, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service.” If an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment. Notwithstanding any contrary provision in the Plan, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six months following such separation from service (or, if earlier, until the date of death of the specified employee) and shall instead be paid on the day that immediately follows the end of such six-month period.

(f) Accounting Restatement. If a Participant receives compensation pursuant to an Award under the Plan based on financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the Participant will, to the extent not otherwise prohibited by law, upon the written request of the Company, forfeit and repay to the Company the difference between what the Participant received and what the Participant should have received based on the accounting restatement, in accordance with (i) the Company’s compensation recovery, “clawback” or similar policy, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission and/or any national securities exchange on which the Company’s equity securities may be listed (the “Policy”). By accepting an Award hereunder, the Participant acknowledges and agrees that the Policy shall apply to such Award, and all incentive-based compensation payable pursuant to such Award shall be subject to forfeiture and repayment pursuant to the terms of the Policy.

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(g) Section 162(m) Transition Relief. This Plan, having been adopted prior to the Company’s securities having become publicly held in connection with an initial public offering, is intended to satisfy the requirements for the transition relief under Treasury Regulation §1.162-27(f)(1) such that the deduction limit set forth in Treasury Regulation §1.162-27(b) does not apply to any remuneration paid pursuant to this Plan until the first meeting of the shareholders of the Company at which directors of the Company are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering of the Company’s securities occurs.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 3, 2015, in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-203231) and related Prospectus of Milacron Holdings Corp. for the registration of shares of its common stock.

/s/ Ernst & Young

Cincinnati, Ohio

May 29, 2015