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
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:
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 su
