Limited Waiver No. 2 to Financing Agreement




EXHIBIT
10.2







LIMITED
WAIVER NO. 2 TO FINANCING AGREEMENT




LIMITED
WAIVER NO. 2 TO FINANCING AGREEMENT, dated as of March 16, 2005 (this
"Limited
Waiver"), among
Milacron Inc., a Delaware corporation ("Milacron"), each
subsidiary of Milacron listed as a borrower or a guarantor on the signature
pages thereto, the Lenders party thereto, JPMorgan Chase Bank, National
Association, as administrative agent and collateral agent for the Lenders (in
each such capacity, together with its successors in each such capacity, the
"Administrative
Agent" and
"Collateral
Agent",
respectively).

 

W I T N E S S E T H:

 

WHEREAS,
Milacron, certain subsidiaries of Milacron, the Lenders named therein, the
Agents and the other parties thereto have entered into that certain Financing
Agreement dated as of June 10, 2004 (as amended, supplemented or otherwise
modified from time to time, the "Financing
Agreement";
capitalized
terms used herein but not otherwise defined herein shall have the meanings given
such terms in the Financing Agreement);
and

 

WHEREAS,
Milacron has requested that the Agents and the Lenders waive
compliance with certain provisions of Section 7.03(b) of the Financing Agreement
and waive certain Defaults or Events of Default that may have resulted from such
noncompliance therewith, and the Lenders and the Agents are willing to provide
such waivers on the terms and subject to the conditions set forth
herein.

 

NOW,
THEREFORE, in consideration of the premises and the agreements herein contained,
each of the Loan Parties, the Lenders, and the Agents hereby agree as
follows:

 

ARTICLE
I

 

LIMITED
WAIVER

 

Subject
to the terms and conditions set forth herein, the Lenders hereby waive any
noncompliance by any Loan Party with Section 7.03(b) of the Financing Agreement
with respect to the cumulative Consolidated EBITDA requirement for the six
complete calendar months ending on December 31, 2004, and any Default or Event
of Default that may have resulted therefrom, in each case solely as a result of
any noncash charges arising in connection with any audit adjustment made after
February 14, 2005 with respect to the Loan Parties’ captive insurance program
with Milacron Assurance Ltd.

 

ARTICLE
II  

 

CONDITIONS
TO CLOSING

 

This
Limited Waiver shall become effective as of the date first written above upon
the satisfaction of the following conditions (such date, the "Waiver
Effective Date"):

 

(a)  Delivery
of Limited Waiver. Each
Loan Party shall have delivered a duly executed counterpart of this Limited
Waiver to the Agents.

 

(b)  Officer's
Certificate. The
Loan Parties shall have delivered to the Agents a certificate of a duly
authorized officer of each Loan Party dated the date of this

 

 

















LIMITED
WAIVER NO. 2

TO MILACRON FINANCING AGREEMENT



 

 

 Limited
Waiver, in form and substance satisfactory to the Agents, certifying that the
representations and warranties set forth in Section
3.3 hereof
are true and correct as of such date.


 

(c)  Consent
of Required Lenders. The
Agents shall have received in writing the consent of the Required Lenders to
enter into this Limited Waiver on behalf of the Required Lenders.

 

(d)  Agent
Fees and Expenses. The
Loan Parties shall have paid all reasonable, out-of-pocket fees and expenses
(including, without limitation, reasonable fees, costs, client charges and
expenses of counsel) incurred by the Agents arising from or relating to the
negotiation, preparation, execution, delivery, performance and administration of
this Limited Waiver and arising under or relating to the other Loan Documents to
the extent invoiced and presented to the Administrative Borrower on or prior to
the Limited Waiver Effective Date.

 

ARTICLE
III  

 

MISCELLANEOUS

 

Section
3.1   Effect
of Limited Waiver. Except
as expressly set forth herein, this Limited Waiver shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights
and remedies of the Agents or any Lender under the Loan Documents, and shall not
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Loan Documents, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Loan
Documents in similar or different circumstances. This Limited Waiver shall
constitute a "Loan Document" for all purposes of the Financing Agreement and all
references to the Financing Agreement in any Loan Document shall mean the
Financing Agreement as modified hereby.

 

Section
3.2   No
Representations by Lenders or Agent. Each
Loan Party hereby acknowledges that it has not relied on any representation,
written or oral, express or implied, by any Lender or any Agent, other than
those expressly contained herein, in entering into this Limited
Waiver.

 

Section
3.3   Representations
of the Loan Parties. Each
Loan Party represents and warrants to the Agents and the Lenders that (i) after
giving effect to this Limited Waiver, (a) the representations and warranties set
forth in the Loan Documents are true and correct in all respects on and as of
the date hereof with the same effect as though made on the date hereof, except
to the extent that such representations and warranties expressly relate to an
earlier date and (b) no Default or Event of Default has occurred and is
continuing and (ii) this Limited Waiver has been duly executed and delivered by
such Loan Party and the Financing Agreement, as amended hereby, constitutes a
legal, valid and binding obligation of such Loan Party, enforceable against such
Loan Party in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law.

 

Section
3.4  Claims. Each
Loan Party represents and warrants that it has no defenses, offsets or
counterclaims with respect to the indebtedness owed by the Borrowers to the
Lenders, other than in respect of deposits.

 

 

















LIMITED
WAIVER NO. 2

TO MILACRON FINANCING AGREEMENT




 

 

Section
3.5  Successors
and Assigns. This
Limited Waiver shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of the parties
hereto and the successors and permitted assigns of the Lenders and the
Agents.

 

Section
3.6   Headings. The
headings and captions hereunder are for convenience only and shall not affect
the interpretation or construction of this Limited Waiver.

 

Section
3.7   Severability. The
provisions of this Limited Waiver are intended to be severable. If for any
reason any provision of this Limited Waiver shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

 

Section
3.8   Costs
and Expenses. The
Loan Parties agree to reimburse the Agents for their reasonable out-of-pocket
expenses in connection with this Limited Waiver, including the reasonable fees,
charges and disbursements of counsel for the Agents.

 

Section
3.9  Counterparts. This
Limited Waiver may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any party hereto may
execute this Limited Waiver by signing any such counterpart. Delivery of an
executed counterpart of a signature page to this Limited Waiver by telecopier
shall be effective as delivery of a manually executed counterpart of this
Limited Waiver.

 

Section
3.10  GOVERNING
LAW. THE
WHOLE OF THIS LIMITED WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE
STATE OF NEW YORK.

 

Section
3.11   JURISDICTION,
VENUE AND SERVICE. EACH
LOAN PARTY HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NONEXCLUSIVE
JURISDICTION AND VENUE OF ALL FEDERAL AND STATE COURTS LOCATED IN THE COUNTY OF
NEW YORK, STATE OF NEW YORK AND CONSENTS THAT ANY ORDER, PROCESS, NOTICE OF
MOTION OR OTHER APPLICATION TO OR BY ANY OF SAID COURTS OR A JUDGE THEREOF MAY
BE SERVED WITHIN OR WITHOUT SUCH COURT’S JURISDICTION BY REGISTERED MAIL OR BY
PERSONAL SERVICE, PROVIDED A REASONABLE TIME FOR APPEARANCE IS ALLOWED, IN
CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF, UNDER OR RELATING TO
THIS LIMITED WAIVER. AT THE OPTION OF THE AGENTS, UPON THE INSTRUCTIONS OF THE
REQUIRED LENDERS, ANY LOAN PARTY MAY BE JOINED IN ANY ACTION OR PROCEEDING
COMMENCED BY THE AGENTS OR THE LENDERS AGAINST ANY OTHER LOAN PARTY IN
CONNECTION WITH OR BASED ON THIS LIMITED WAIVER, AND RECOVERY MAY BE HAD AGAINST
ANY LOAN PARTY IN SUCH ACTION OR PROCEEDING OR IN ANY INDEPENDENT ACTION OR
PROCEEDING AGAINST ANY LOAN PARTY, WITHOUT ANY REQUIREMENT THAT THE AGENTS OR
THE LENDERS FIRST ASSERT, PROSECUTE OR EXHAUST ANY REMEDY OR CLAIM AGAINST ANY
OTHER LOAN PARTY. EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES (TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF,

 

 

















LIMITED
WAIVER NO. 2

TO MILACRON FINANCING AGREEMENT



 

 

 UNDER
OR RELATING TO THIS LIMITED WAIVER BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY
WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIM THAT ANY
SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


 

SECTION
3.12  WAIVER
OF JURY TRIAL. EACH OF
THE AGENTS, THE LENDERS AND THE LOAN PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO
THIS LIMITED WAIVER, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A
JUDGE SITTING WITHOUT A JURY. IN ADDITION, EACH OF THE AGENTS, THE LENDERS AND
THE LOAN PARTIES WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY
STATUTE OF LIMITATIONS OR ANY CLAIM OF LACHES AND ANY SET-OFF OR COUNTER CLAIM
OF ANY NATURE OR DESCRIPTION. EACH OF THE AGENTS, THE LENDERS AND THE LOAN
PARTIES ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE FREELY MADE.

 

* * *

 



























 


  IN
WITNESS WHEREOF, the undersigned have caused this Limited Waiver to be duly
executed and delivered as of the date first above written.













BORROWERS:




MILACRON
INC.

 

 

By:
 /s/
R.P.
Lienesch                                                        
   

Name: R.P.
Lienesch

Title:  Vice President - Finance and Chief
Financial Officer

 





























CIMCOOL
INDUSTRIAL PRODUCTS INC.

D-M-E
MANUFACTURING INC.

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

MILACRON
INDUSTRIAL PRODUCTS, INC.

MILACRON
MARKETING COMPANY

MILACRON
PLASTICS TECHNOLOGIES GROUP INC.

NICKERSON
MACHINERY CHICAGO, INC.

NORTHERN
SUPPLY COMPANY, INC.

OAK
INTERNATIONAL, INC.

PLIERS
INTERNATIONAL INC.

UNILOY
MILACRON INC.

UNILOY
MILACRON U.S.A. INC.

 

 

By:
/s/
R.P.
Lienesch                                                        
    

Name:
R.P. Lienesch

Title:
Treasurer

 

 




















 

 

GUARANTORS:

 

D-M-E COMPANY

 

 

By:
 /s/
R.P.
Lienesch                                               
   

Name: R.P.
Lienesch

Title: Treasurer

 

 




















MILACRON
CAPITAL HOLDINGS B.V.

 

 

By:
 /s/ G.
van
Deventer                                         
   

Name: G. van
Deventer

Title:  Managing
Director

 

 

 




















MILACRON
INTERNATIONAL MARKETING COMPANY

 

 

By:
 /s/
R.P.
Lienesch                                               
   

Name: R.P.
Lienesch

Title: Treasurer
and Assistant Secretary

 

 























ADMINISTRATIVE
AGENT AND COLLATERAL AGENT:

 

JPMORGAN
CHASE BANK, NATIONAL

ASSOCIATION, as
Administrative Agent and Collateral Agent,

on behalf
of the Required Lenders

 

 

By:
 /s/
James M.
Barbato                                                
   

Name: James M.
Barbato

Title: Vice
President