8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2005

MILACRON INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8475	31-1062125
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2090 Florence Avenue, Cincinnati, Ohio	45206
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 487-5000

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 14, 2005, Milacron Inc. (the "Company") entered into a Limited Waiver (the "Waiver") to the Financing Agreement dated as of June 10, 2004 (the "Financing Agreement"), among the Company, each subsidiary of the Company listed as a borrower or a guarantor on the signature pages thereto, the lenders party thereto and JPMorgan Chase Bank, National Association, as administrative agent and collateral agent for the lenders. The Financing Agreement contains certain provisions that could be implicated if the Company does not file its Form 10-K in a timely manner. The Waiver waives such provisions solely as they relate to a delayed filing, subject to certain conditions, of an amendment to Form 10-K containing management’s report and the auditor’s attestation on internal control over financial reporting not later than June 30, 2005. The Waiver does not waive the default that would occur if the Form 10-K, including an audit report without certain qualifications, is not filed by March 31, 2005. A copy of the Waiver is filed as Exhibit 10.1 hereto.

On March 16, 2005, the Company entered into a Limited Waiver No. 2 ("Waiver No. 2") to the Financing Agreement.  Waiver No. 2 waives any noncompliance with the fourth quarter 2004 EBITDA (earnings before interest, taxes, depriciation and amortization) level required by the Financing Agreement resulting from certain adjustments.  A copy of Waiver No. 2 is filed as Exhibit 10.2 hereto.

ITEM 8.01. OTHER EVENTS.

On March 16, 2005, the Company issued a News Release announcing that it has identified an internal control deficiency that constitutes a “material weakness,” as defined by the Public Company Accounting Oversight Board (United States). The Company also announced a delay in filing its annual report on Form 10-K, with respect to which a Form 12b-25 has been filed, and an expected delay in filing an amendment to its Form 10-K containing management’s report and the auditor’s attestation on internal control over financial reporting. A copy of the News Release is filed as Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits:

Exhibit No.	Description
10.1	Limited Waiver to Financing Agreement
10.2	Limited Waiver No. 2 to Financing Agreement
99.1	News Release of Milacron Inc. dated March 16, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Milacron Inc.
Date:	March 16, 2005	By:	/s/ Robert P. Lienesch
			Name: Robert P. Lienesch Title: Senior Vice President - Finance, Controller and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Limited Waiver to Financing Agreement
10.2	Limited Waiver No. 2 to Financing Agreement
99.1	News Release of Milacron Inc. dated March 16, 2005

EX-10.1

EXHIBIT 10.1

LIMITED WAIVER TO FINANCING AGREEMENT

LIMITED WAIVER TO FINANCING AGREEMENT, dated as of March 14, 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).

WITNESSETH:

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);

WHEREAS, Milacron has requested that the Agents and the Lenders waive compliance with certain provisions of the Financing Agreement relating to the timely filing with the Securities and Exchange Commission (the "SEC") of an Annual Report on Form 10-K (or equivalent securities filing or any required amendment thereto) (a "Form 10-K") containing Milacron’s internal control report (the "Report") pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended; and

WHEREAS, the Lenders and the Agents are willing to waive compliance with such provisions in connection with the timely filing of such Report 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

Section 1.1Limited Waiver. Subject to the terms and conditions set forth herein, the Lenders hereby waive any inaccuracy in, or inability to make, representations and warranties in the Financing Agreement arising solely as a result of, or any Default or Event of Default under the Financing Agreement solely caused by, any delay in the timely filing of the Form 10-K or any amendment thereto containing the Report.

Section 1.2Termination of Waiver. The waiver set forth in Section 1.1 hereof shall terminate and shall cease to be of further force and effect, without any further action by any Person, if (i) the Report is not filed as part of the Form 10-K or an amendment thereto on or before June 30, 2005 or (ii) the SEC or any other Governmental Authority commences an enforcement action or initiates any other formal action, suit or proceedingbased upon any delay in the timely filing of the Report as part of the Form 10-K or an amendment thereto that could reasonably be expected to have a Material Adverse Effect. Upon any such termination, the Agents and the Lenders shall have all of their rights and remedies in respect of any Default or Event of Default under the Financing Agreement or any breach of the representations

LIMITED WAIVER

TO MILACRON FINANCING AGREEMENT

 and warranties contained in the Loan Documents, in either case arising as a result of any failure to timely file the Report as part of the Form 10-K or an amendment thereto.

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, 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 3.1Effect 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 3.2No 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 3.3Representations 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)

LIMITED WAIVER

TO MILACRON FINANCING AGREEMENT

 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 3.4Claims. 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.

Section 3.5Successors 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 3.6Headings. The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Limited Waiver.

Section 3.7Severability. 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 3.8Costs 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 3.9Counterparts. 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 3.10GOVERNING 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 3.11JURISDICTION, 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

LIMITED WAIVER

TO MILACRON FINANCING AGREEMENT

 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, 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 3.12WAIVER 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

EX-10.2

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).

WITNESSETH:

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 3.1Effect 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 3.2No 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 3.3Representations 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 3.4Claims. 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 3.5Successors 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 3.6Headings. The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Limited Waiver.

Section 3.7Severability. 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 3.8Costs 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 3.9Counterparts. 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 3.10GOVERNING 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 3.11JURISDICTION, 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 3.12WAIVER 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

EX-99.1

EXHIBIT 99.1

 News Release

Milacron Identifies “Material Weakness” in Internal Controls

________________________

Company Does Not Expect to File Internal Controls Report on Time

Company Confirms Q1 2005 Guidance

CINCINNATI, OHIO, March 16, 2005... Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-processing technologies and industrial fluids, today announced that it has identified an internal control deficiency that constitutes a “material weakness,” as defined by the Public Company Accounting Oversight Board. The deficiency consists of inadequate levels of review of complex and judgmental accounting issues. To address the deficiency Milacron is increasing its levels of review of such issues and initiated a plan to add personnel with technical accounting expertise as well as increase professional development for finance and accounting personnel.

Since releasing preliminary 2004 results on February 14, 2005, Milacron has identified subsequent adjustments needed to correct errors resulting primarily from the internal control deficiency as well as to reflect more recent information. These subsequent adjustments have no effect on current cash balances and will increase the company’s 2004 net loss by less than $1 million, or approximately 2% which, along with related and other balance sheet adjustments, will be reflected in the financial statements in the company’s annual report on Form 10-K. The company has increased its review of complex and judgmental accounting issues for 2004, and its independent auditors, Ernst & Young LLP, have expanded the scope of their year-end audit. Thus, it is possible that further adjustments may be needed. As allowed under regulations of the Securities and Exchange Commission (SEC), Milacron has filed for a two-week extension to file its Form 10-K by March 31, 2005. If a filing is not made by this date, Milacron will be considered to have not filed its Form 10-K in a timely manner.  Management believes, however, it will be able to file its Form 10-K within this timeframe.

It is possible that the net effect of all adjustments will reduce the company's fourth quarter 2004 EBITDA (earnings before interest, taxes, depreciation and amortization) to below the minimum level required by the terms of the company’s asset-based revolving credit facility. However, Milacron has received a waiver from its bank group for any noncompliance in its fourth quarter resulting from certain of the above adjustments.  While Milacron believes that this waiver will enable it to satisfy its minimum EBITDA requirement for the fourth quarter, further negative adjustments, without a subsequent waiver, could result in the company being in default or being unable to borrow under the facility.  The full extent of this waiver will be filed on Form 8-K with the SEC.

The SEC has previously announced that certain companies, including Milacron, have until May 2, 2005 to file an amendment to their Form 10-K that contains management’s report and the auditor’s attestation on internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX-404”). At this time, neither the company’s management nor its independent auditors have

completed this assessment. While Milacron has hired consultants experienced in SOX-404 compliance to provide additional resources to complete this process, it does not expect these assessments will be completed in time to file the required amendment by the May 2, 2005 deadline. If a filing is not made by this date, Milacron will be considered to have not filed its annual report on Form 10-K in a timely manner.

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Milacron Inc. - 2090 Florence Ave. - Cincinnati, Ohio 45206 - (513) 487-5000 - www.milacron.com

Milacron Inc. - MZ - Release - 3/16/05 - Page #

The company noted that the indenture governing its 11-1/2% Senior Secured Notes due 2011 requires filing its Form 10-K in a timely manner, but includes a 60-day cure period following notice to remedy this situation. Milacron is confident that the filing would be made within the 60-day cure period.

Similarly, Milacron’s asset-based revolving credit facility contains certain provisions that could be implicated if it does not file its Form 10-K in a timely manner. However, the company has reached an agreement with its lenders to waive such provisions as they relate solely to a delayed filing, subject to certain conditions, of an amendment to the Form 10-K containing management’s report and the auditor’s attestation on internal control over financial reporting not later than June 30, 2005. While Milacron is confident it will meet the June 30 deadline, failure to do so, without a subsequent waiver, could result in the company being in default or being unable to borrow under the facility. It should also be noted that the company’s agreement with its lenders does not include a waiver of the default that would occur if the Form 10-K, including an audit report without certain qualifications, is not filed by March 31. However, management believes it will be able to file its Form 10-K with such audit report within this timeframe. The full text of this waiver has been filed on Form 8-K with the SEC.

Outlook

Milacron said its outlook for 2005 remains positive. First quarter 2005 sales and earnings are expected to be within the range of the guidance the company issued in February, as double-digit year-over-year growth in machinery sales in North America more than compensates for continued weakness in Western European markets.

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The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company’s most recent Form 10-Q on file with the SEC.

For a description of the risks and consequences of being in default or not being able to borrow under the company’s asset-based revolving credit facility, please see the disclosure set forth under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Sources of Capital” in the company’s Form 10-Q for the fiscal quarter ended September 30, 2004, filed with the SEC on November 9, 2004.

First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia. For further information, visit the company’s web site or call the toll-free investor hot line: 800-909-MILA (800-909-6452).

Contact: Al Beaupre (513) 487-5918

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Milacron Inc. - 2090 Florence Ave. - Cincinnati, Ohio 45206 - (513) 487-5000 - www.milacron.com