EXHIBIT 10.1
OMNIBUS AMENDMENT
This Omnibus Amendment, dated August 31, 2006, by and between Riviera
Tool Company, a Michigan corporation (the "COMPANY"), and Laurus Master Fund,
Ltd., a Cayman Islands company (the "PURCHASER"), amends that certain Secured
Convertible Term Note, dated as of May 17, 2005, by the Company in favor of
Purchaser in the aggregate principal amount of $3,200,000 (as amended, modified
or supplemented from time to time, the "NOTE") issued pursuant to the terms of
the Securities Purchase Agreement, dated as of May 17, 2005, between the Company
and the Purchaser (as amended, modified or supplemented from time to time, the
"PURCHASE AGREEMENT" and, together with the Note and the other Related Documents
referred to in the Purchase Agreement, the "LOAN DOCUMENTS"). Capitalized terms
used but not defined herein shall have the meanings given them in the Purchase
Agreement.
PREAMBLE
WHEREAS, pursuant to the terms of the Purchase Agreement, the Company
issued and sold the Note to Purchaser; and
WHEREAS, the Purchaser and the Company desire to amend the transactions
contemplated by the Purchase Agreement and the Note.
NOW, THEREFORE, in consideration of the covenants, agreements and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment to Secured Convertible Term Note. Section 2.1(a) of the
Note is hereby amended by deleting the last sentence appearing therein in its
entirety and inserting the following new sentence in lieu thereof:
"For purposes hereof, subject to Section 3.6 hereof, the initial "FIXED
CONVERSION PRICE" means $1.66, provided, however, that in respect of
the first Fifty Thousand Dollars ($50,000) of aggregate principal
amount (the "CONVERTED AMOUNT") of the Note converted into shares of
Common Stock after the date hereof, the Fixed Conversion Price in
respect of such Initial Converted Amount (and the interest and fees
associated therewith to the extent converted) shall be equal to $0.35."
2. The Company hereby agrees to, on or prior to September 6, 2006 file
a Rule 424(b) supplement (the "POST-EFFECTIVE SUPPLEMENT") to its Registration
Statements with the Securities and Exchange Commission (the "SEC") relating to
the Note, which Post-Effective Supplement shall restate the Fixed Conversion
Price applicable to the Note and as set forth in Section 1 of this Amendment.
3. The amendments set forth above shall be effective as of the date
first above written (the "AMENDMENT EFFECTIVE DATE") on the date when each of
the Company and the Purchaser shall have executed and the Company shall have
delivered to Purchaser its respective counterpart to this Amendment.
4. Except as specifically set forth in this Amendment, there are no
other amendments, modifications or waivers to the Loan Documents, and all of the
other forms, terms and provisions of the Loan Documents remain in full force and
effect.
5. The Company hereby represents and warrants to the Purchaser that (i)
no Event of Default (as defined in the Note) exists on the date hereof, (ii) on
the date hereof, all representations, warranties and covenants made by the
Company in connection with the Loan Documents are true, correct and complete and
(iii) on the date hereof, all of the Company's and its Subsidiaries' covenant
requirements have been met.
6. From and after the Amendment Effective Date, all references in the
Loan Documents shall be deemed to be references to the Loan Documents, as the
case may be, as modified hereby.
7. The Company understands that it has an affirmative obligation to
make prompt public disclosure of material agreements and material amendments to
such agreements. It is the Company's determination that this Amendment is
material. The Company agrees to file an 8-K within the period prescribed by the
SEC.
8. This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective successors
and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which shall constitute one instrument.
[signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment or has caused this Amendment to be executed on its behalf by a
representative duly authorized, all as of the date first above set forth.
COMPANY: PURCHASER:
RIVIERA TOOL COMPANY LAURUS MASTER FUND, LTD.
BY: /s/ XXXXX X. XXXXXX BY: /s/ XXXXX GRIN
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NAME: XXXXX X. XXXXXX NAME: XXXXX GRIN
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TITLE: CHIEF FINANCIAL OFFICER TITLE: DIRECTOR
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