Riviera Tool Co Sample Contracts
EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD.Securities Purchase Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York
Standard Contracts
1 EXHIBIT 1Underwriting Agreement • March 14th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • New York
RECITALS:Loan Agreement • November 18th, 1999 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
RECITALS:Loan Agreement • November 19th, 2001 • Riviera Tool Co • Metalworkg machinery & equipment
EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 16, 2004, by and among Riviera Tool Company, a Michigan corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • April 28th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 17, 2005, by and between RIVIERA TOOL COMPANY, a Michigan corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
EXHIBIT 10(L) LOAN AGREEMENTLoan Agreement • November 26th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
1 EXHIBIT 9 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of the 31st day of October, 1996, by and between RIVIERA HOLDING COMPANY, a Michigan corporation, having its principal office at 5460 Executive Parkway,...Stock Option Agreement • June 6th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
RECITALSShareholders Agreement • January 8th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • April 28th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment • New York
January 6, 2005 Mr. Kenneth R. Rieth President Riviera Tool Company 5460 Executive Parkway S.E. Grand Rapids, MI 49512-5507 RE: FORBEARANCE AGREEMENT AMONG COMERICA BANK ("BANK") AND RIVIERA TOOL COMPANY ("BORROWER") DATED NOVEMBER 16, 2004, AS...Forbearance Agreement • April 15th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • April 28th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment
R.D.T., INC. ANDCredit Agreement • February 24th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
1 EXHIBIT 10(b) EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of the 1st day of September, 1996, by and between Riviera Tool Company a Michigan corporation, hereinafter referred to as "Corporation," and Kenneth K. Rieth, hereinafter...Employment Agreement • January 8th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
AND JOHN T. MORANWarrant Agreement • June 13th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
BACKGROUNDSecurity Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York
RECITALS:Loan Agreement • November 19th, 2001 • Riviera Tool Co • Metalworkg machinery & equipment
1 EXHIBIT 10(b) EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of the ____ day of ____________, 1996, by and between Riviera Tool Company a Michigan corporation, hereinafter referred to as "Corporation," and Kenneth K. Rieth,...Employment Agreement • October 15th, 1996 • Riviera Tool Co • Michigan
ANDRepresentative's Warrant Agreement • March 14th, 1997 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
EXHIBIT 10(t) THIS NOTE HAS BEEN EXECUTED AND DELIVERED PURSUANT TO THE FIRST RESTATED LOAN AGREEMENT BETWEEN THE BORROWER AND THE BANK DATED AS OF AUGUST 31, 1999, AS AMENDED BY THE FIRST AMENDMENT THERETO OF EVEN DATE HEREWITH; SUCH LOAN AGREEMENT,...Loan Agreement • November 21st, 2000 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
RECITALS:Loan Agreement • November 18th, 1999 • Riviera Tool Co • Metalworkg machinery & equipment
EXHIBIT 10.3 RIVIERA TOOL COMPANY AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date:...Master Security Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York
RECITALS:Subordinated Loan Agreement • November 30th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
ARTICLE I CONTRACT RATE AND AMORTIZATIONSecured Convertible Term Note • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
PREAMBLEOmnibus Amendment • February 5th, 2007 • Riviera Tool Co • Metalworkg machinery & equipment • New York
WITNESSETHEmployment Agreement • November 21st, 2000 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
BETWEENIndustrial Lease Agreement • December 27th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • April 28th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment
ARTICLE 1Subordinated Loan and Security Agreement • July 15th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment • Ohio
RECITALS:Loan Agreement • November 21st, 2000 • Riviera Tool Co • Metalworkg machinery & equipment
ARTICLE I CONTRACT RATE AND MINIMUM BORROWING NOTESecured Revolving Note • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
ARTICLE I CONTRACT RATESecured Convertible Minimum Borrowing Note • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
PREAMBLESecured Convertible Term Note Amendment • August 31st, 2006 • Riviera Tool Co • Metalworkg machinery & equipment • New York
THIRD AMENDMENT TO LINE OF CREDIT AND TERM LOAN AGREEMENTLine of Credit and Term Loan Agreement • July 15th, 2004 • Riviera Tool Co • Metalworkg machinery & equipment • Michigan
LAURUS MASTER FUND, LTD.Overadvance Side Letter • December 1st, 2006 • Riviera Tool Co • Metalworkg machinery & equipment
Reference is hereby made to that certain Security Agreement dated as of May 17, 2005 by and among Riviera Tool Company, a Michigan corporation ("RTC"), such other subsidiaries of RTC named in that certain Security Agreement or which hereafter become a party thereto (collectively, the "Company") and Laurus Master Fund, Ltd. ("Laurus") (as amended, modified or supplemented from time to time, the "Security Agreement") and that certain Overadvance Side Letter to RTC from Laurus dated May 17, 2005 (the "Original Overadvance Letter"). This letter hereby amends and restates the terms set forth in the Original Overadvance Letter. Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement.