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EXHIBIT 10(Q)
AMENDMENTS 5, 6, 7, 8, AND 9 BETWEEN REGISTRANT AND OLD KENT BANK
FIFTH AMENDMENT TO LOAN DOCUMENTS
This Fifth Amendment to Loan Documents is made on October 31, 1998, by
and between OLD KENT BANK, a Michigan banking corporation (the "Bank"), Xxx
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000, and RIVIERA TOOL COMPANY, a
Michigan corporation ("Borrower"), 0000 Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxxxxx 00000.
RECITALS:
A. The Bank and the Borrower are parties to a Loan Agreement dated June
12, 1997 (the "Loan Agreement"), as amended by a First Amendment to Loan
Documents dated December 31, 1997 (the "First Amendment"), a Second Amendment to
Loan Documents dated February 15, 1998 (the "Second Amendment"), a Third
Amendment to Loan Documents dated August 14, 1998 (the "Third Amendment"), and a
Fourth Amendment to Loan Documents dated August 14, 1998 (the "Fourth
Amendment"), pursuant to which the Bank has agreed, subject to the terms and
conditions set forth in the Loan Agreement and the Loan Documents, as so
amended, to extend to the Borrower certain credit facilities, including but not
limited to a Revolving L/C Loan in the maximum principal amount of $10,000,000.
Capitalized terms used but not defined in this Fifth Amendment shall have the
meanings given such terms in the Loan Agreement, as previously amended.
B. The Revolving L/C Loan is evidenced by a Promissory Note in
substantially the form attached to the Loan Agreement as Exhibit A (the
"Revolving L/C Loan Note").
C. The Bank and the Borrower wish to amend the Loan Agreement and the
Revolving L/C Loan Note in the manner set forth below.
NOW, THEREFORE, the Bank and the Borrower agree as follows:
1. Amendment to Paragraph 2 of Fourth Amendment. Effective as of
November 1, 1998, paragraph 2 of the Fourth Amendment was deleted and the
following was substituted in its place:
Availability: At no time shall the
outstanding balance of the Revolving
L/C Loan exceed the lesser of (1)
the Loan Maximum, or (2) the sum of
(a) 85% of Eligible Accounts
Receivable plus (b) the lesser of
(i) $6,000,000, or (ii) 50% of the
Work in Process Inventory.
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2. Availability Formula as of February 1, 1999. Effective as of
February 1, 1999, the following provision shall, without further act by the Bank
or the Borrower, be substituted for the availability formula set forth in
paragraph 1 above, and the availability formula set forth in paragraph 1 above
thereupon shall cease to be effective:
Availability: At no time shall the
outstanding balance of the Revolving
L/C Loan exceed the lesser of (1)
the Loan Maximum, or (2) the sum of
(a) 85% of Eligible Accounts
Receivable plus (b) the lesser of
(i) $5,000,000, or (ii) 40% of the
Work in Process Inventory.
3. Availability Formula as of April 1, 1999. Effective as of April 1,
1999, the following provision shall, without further act by the Bank or the
Borrower, be substituted for the availability formula set forth in paragraph 2
above, and the availability formula set forth in paragraph 2 above thereupon
shall cease to be effective:
Availability: At no time shall the
outstanding balance of the Revolving
L/C Loan exceed the lesser of (1)
the Loan Maximum, or (2) the sum of
(a) 85% of Eligible Accounts
Receivable plus (b) the lesser of
(i) $3,500,000, or (ii) 40% of the
Work in Process Inventory.
4. Effect of this Fifth Amendment. The Loan Documents are hereby
amended as required (and only as required) to give effect to the amendments
expressly provided for in this Fifth Amendment. Each and every one of the Loan
Documents shall be deemed to have been amended by this Fifth Amendment as if
such Loan Documents had been specifically amended by separate instrument. This
Fifth Amendment shall be a Loan Document, and all references in any Loan
Document to the "Loan Documents" shall refer to the Loan Documents, as
previously amended by the First, Second, Third and Fourth Amendments to Loan
Documents, and as further amended by this Fifth Amendment.
5. No other Amendments, etc. Except as expressly set forth above, the
Loan Agreement, each of the Notes, and all of the other Loan Documents shall
remain in full force and effect as originally executed and delivered by the
parties, as previously amended by the First, Second, Third and Fourth Amendments
to Loan Documents, and as further amended by this Fifth Amendment, and are
hereby ratified and affirmed by the undersigned.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to
Loan Documents as of the day and year first above written.
WITNESSES:
/s/ Xxxxx X. Xxxxxx RIVIERA TOOL COMPANY
-------------------
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------- --------------------
Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
-------------------
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------- ----------------------
Xxxxxxx X. Xxxxxxx, Vice President
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SIXTH AMENDMENT TO LOAN DOCUMENTS
This Sixth Amendment to Loan Documents is made on January 1, 1999, by
and between OLD KENT BANK, a Michigan banking corporation (the "Bank"), Xxx
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000, and RIVIERA TOOL COMPANY, a
Michigan corporation ("Borrower"), 0000 Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxxxxx 00000.
RECITALS:
A. The Bank and the Borrower are parties to a Loan Agreement dated
June 12, 1997 (the "Loan Agreement") as amended by a First
Amendment to Loan Documents dated December 31, 1997 (the "First
Amendment"), a Second Amendment to Loan Documents dated February
15, 1998 (the "Second Amendment"), a Third Amendment to Loan
Documents dated August 14) 1998 (the "Third Amendment'), a Fourth
Amendment to Loan Documents dated August 14, 1998 (the "Fourth
Amendment"), and a Fifth Amendment to Loan Documents dated
October 31, 1998 (the Fifth Amendment"), pursuant to which the
Bank has agreed, subject to the terms and conditions set forth in
the Loan Agreement and the Loan Documents, as so amended, to
extend to the Borrower certain credit facilities, including but
not limited to a Non-Revolving Equipment L/C Loan in the maximum
principal amount of $4,000,000. Capitalized terms used but not
defined in this Sixth Amendment shall have the meanings given
such terms in the Loan Agreement, as previously amended.
B. Under the Loan Agreement, as heretofore amended, the
Non-Revolving Equipment L/C Loan was evidenced by a Promissory
Note in substantially the form attached to the Loan Agreement as
Exhibit C (the "Non-Revolving Equipment L/C Loan Note").
C. At the Borrower's request, the Bank has consented to refinance
the Non-Revolving Equipment L/C Loan. To evidence the
Indebtedness formerly evidenced by the Non-Revolving Equipment
L/C Loan Note, the Borrower is, simultaneously with its execution
and delivery of this Sixth Amendment, executing and delivering
its Equipment Term Loan Note to the Bank (the "Equipment Term
Loan Note", a copy of which is attached to this Sixth Amendment
as Exhibit A). The indebtedness evidenced by the Equipment Term
Loan Note is referred to below as the "Equipment Term Loan". The
Equipment Term Loan and the Equipment Term Loan Note are separate
and distinct from the Existing Equipment Term Loan and the
Existing Equipment Term Loan Note, as such terms are defined in
the Loan Agreement as previously amended.
D. The Bank and the Borrower wish to amend the Loan Agreement to
reflect their agreement that the Equipment Term Loan Note shall
be deemed to have been issued pursuant to the Loan Agreement, the
Equipment Term Loan shall be deemed Indebtedness as defined in
the Loan Agreement, and no further advances of the Non-Revolving
Equipment L/C Loan shall be permitted, and to reflect the other
agreements set forth below.
NOW, THEREFORE, the Bank and the Borrower agree as follows:
1. Equipment Term Loan. The Equipment Term Loan Note shall be deemed
to have been issued pursuant to the Loan Agreement and the
Equipment Term Loan shall be deemed Indebtedness as defined in
the Loan Agreement. All of the collateral that secures the
Borrower's indebtedness and obligations under the Loan Agreement
(including but not limited to the obligations evidenced by the
Revolving L/C Loan Note and the Existing Equipment Term Loan
Note, as heretofore amended) shall
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secure the Equipment Term Loan to full extent and with the same
priority as such collateral secured the Non-Revolving Equipment
L/C Loan Note and the indebtedness evidenced thereby.
2. Cross-Default. An Event of Default under the Loan Agreement shall
be a default under the Equipment Term Loan Note, and shall
entitle the Bank to pursue any remedies available to it under the
Loan Agreement, any of the security agreements or other
collateral security documents referred to therein, or otherwise
available to the Bank at law or in equity or under any other
agreement between the Bank and the Borrower.
3. Termination of Advances of Non-Revolving Equipment L/C Loan- The
Bank shall no longer be required to make and the Borrower shall
no longer be entitled to receive advances of the Non-Revolving
Equipment L/C Loan.
4. Effect of this Sixth Amendment. The Loan Documents are hereby
amended as required (and only as required) to give effect to the
amendments expressly provided for in this Sixth Amendment. Each
and every one of the Loan Documents shall be deemed to have been
amended by this Sixth Amendment as if such Loan Documents had
been specifically amended by separate instrument. This Sixth
Amendment shall be a Loan Document, and all references in any
Loan Document to the "Loan Documents" shall refer to the Loan
Documents, as previously amended by the First, Second, Third,
Fourth and Fifth Amendments to Loan Documents, and as further
amended by this Sixth Amendment.
5. No other Amendments. etc. Except as expressly set forth above,
the Loan Agreement, each of the Notes, and all of the other Loan
Documents shall remain in full force and effect as originally
executed and delivered by the parties, as previously amended by
the First, Second, Third, Fourth and Fifth Amendments to Loan
Documents, and as further amended by this Sixth Amendment, and
are hereby ratified and affirmed by the undersigned.
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment to
Loan Documents as of the day and year first above written.
WITNESSES:
RIVIERA TOOL COMPANY
--------------------
By: /s/ Xxxxxxx X. Xxxxx
-------------------- --------------------
Xxxxxxx X. Xxxxx, President
OLD KENT BANK
--------------------
By: Xxxxxxx X. Xxxxxxx
-------------------- --------------------
Xxxxxxx X. Xxxxxxx, Vice President
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SEVENTH AMENDMENT TO LOAN DOCUMENTS
This Seventh Amendment to Loan Documents is made as of February 27,
1999, by and between OLD KENT BANK, a Michigan banking corporation (the "Bank"),
Xxx Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000, and RIVIERA TOOL COMPANY, a
Michigan corporation (the "Borrower"), 0000 Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxxxxx 00000.
RECITALS:
A. The Bank and the Borrower are parties to a Loan Agreement dated June
12, 1997 (the "Loan Agreement"), as amended by a First Amendment to Loan
Documents dated December 31, 1997 (the "First Amendment"), a Second Amendment to
Loan Documents dated February 15, 1998 (the "Second Amendment"), a Third
Amendment to Loan Documents dated August 14, 1998 (the "Third Amendment"), a
Fourth Amendment to Loan Documents dated August 14, 1998 (the "Fourth
Amendment"), a Fifth Amendment to Loan Documents dated October 31, 1998 (the
"Fifth Amendment"), and a Sixth Amendment to Loan Documents dated January 1,
1999 (the "Sixth Amendment"), pursuant to which the Bank has agreed, subject to
the terms and conditions set forth in the Loan Agreement and the Loan Documents,
as so amended, to extend to the Borrower certain credit facilities, including
but not limited to the Revolving L/C Loan in the maximum principal amount of
$10,000,000. The Revolving L/C Loan is evidenced by the Revolving L/C Loan Note,
as heretofore amended. Capitalized terms used but not defined in this Seventh
Amendment shall have the meanings given such terms in the Loan Agreement, as
previously amended.
B. At the Borrower's request, the Bank agreed (in the Second and Third
Amendments) to extend the maturity date of the Revolving L/C Loan, and at the
Borrower's request the Bank has agreed to further extend the maturity date of
the Revolving L/C Loan.
C. The Bank and the Borrower wish to amend the Loan Agreement and the
Revolving L/C Loan Note in the manner set forth below.
NOW, THEREFORE, the Bank and the Borrower agree as follows:
1. Change in Maturity Date of Revolving L/C Loan. The maturity date of
the Revolving L/C Loan shall be extended from January 1, 2000 to April 1, 2000.
2. Effect of this Seventh Amendment. The Loan Documents are hereby
amended as required (and only as required) to give effect to the amendments
expressly provided for in this Seventh Amendment. Each and every one of the Loan
Documents shall be deemed to have been amended by this Seventh Amendment as if
such Loan Documents had been specifically amended by separate instrument. This
Seventh Amendment shall be a Loan Document, and all references in any Loan
Document to the "Loan Documents" shall refer to the Loan Documents, as
previously amended by the First, Second, Third, Fourth, Fifth and Sixth
Amendments to Loan Documents, and as further amended by this Seventh Amendment.
3. No other Amendments, etc. Except as expressly set forth above, the
Loan Agreement, each of the Notes, and all of the other Loan Documents shall
remain in full force and effect as originally executed and delivered by the
parties, as previously amended by the First, Second, Third, Fourth, Fifth and
Sixth Amendments to Loan Documents, and as further amended by this Seventh
Amendment, and are hereby ratified and affirmed by the undersigned.
[SIGNATURE APPEARS ON FOLLOWING PAGE]
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[SIGNATURE PAGE TO SEVENTH AMENDMENT
TO LOAN AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Seventh Amendment to
Loan Documents as of the day and year first above written.
WITNESSES:
/s/ Xxxxx X. Xxxxxx RIVIERA TOOL COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------ --------------------
Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------ --------------------
Xxxxxxx X. Xxxxxxx, Vice President
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EIGHTH AMENDMENT TO LOAN DOCUMENTS
This Eighth Amendment to Loan Documents is made as of March 31, 1999,
by and between OLD KENT BANK, a Michigan banking corporation (the "Bank"), Xxx
Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx 00000, and RIVIERA TOOL COMPANY, a
Michigan corporation (the "Borrower"), 0000 Xxxxxxxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxxxxx 00000.
RECITALS:
A. The Bank and the Borrower are parties to a Loan Agreement dated June
12, 1997 (the "Loan Agreement"), as amended by a First Amendment to Loan
Documents dated December 31, 1997 (the "First Amendment"), a Second Amendment to
Loan Documents dated February 15, 1998 (the "Second Amendment"), a Third
Amendment to Loan Documents dated August 14, 1998 (the "Third Amendment"), a
Fourth Amendment to Loan Documents dated August 14, 1998 (the "Fourth
Amendment"), a Fifth Amendment to Loan Documents dated October 31, 1998 (the
"Fifth Amendment"), a Sixth Amendment to Loan Documents dated January 1, 1999
(the "Sixth Amendment"), and a Seventh Amendment to Loan Documents dated as of
February 27, 1999 (the "Seventh Amendment"), pursuant to which the Bank has
agreed, subject to the terms and conditions set forth in the Loan Agreement and
the Loan Documents, as so amended, to extend to the Borrower the credit
facilities referred to in Recital B below.
B. As of the date of this Eighth Amendment, the credit facilities
outstanding under the Loan Agreement and the Loan Documents, as so amended, are:
(i) the Revolving L/C Loan in the maximum principal amount of $10,000,000; (ii)
the Existing Equipment Term Loan in the original principal amount of $3,250,000;
and (iii) the Equipment Term Loan in the original principal amount of $4,000,000
(being the indebtedness arising under the Sixth Amendment to refinance the
indebtedness theretofore referred to in the Loan Agreement as the "Non-Revolving
Equipment L/C Loan"). Capitalized terms used but not defined in this Eighth
Amendment shall have the meanings given such terms in the Loan Agreement, as
previously amended.
C. At the Borrower's request, the Bank agreed (in the Fourth and Fifth
Amendments) to temporary changes in the availability formula for the Revolving
L/C Loan, and at the Borrower's request the Bank has agreed to further extend
the period during which the temporary availability formula set forth in
paragraph 2 of the Fifth Amendment shall continue in effect.
D. At the Borrower's request, the Bank has also agreed to extend to the
Borrower, in addition to the credit facilities referred to in Recital B above, a
non-revolving line of credit loan in the maximum amount of $3,271,000 (the "1999
Equipment L/C Loan") for the purpose of financing the Borrower's acquisition of
certain equipment.
E. The 1999 Equipment L/C Loan shall be evidenced by a Promissory Note
in substantially the form attached to this Eighth Amendment as Exhibit A (the
"1999 Equipment L/C Note").
F. The Bank and the Borrower wish to amend the Loan Agreement to
reflect their agreement that the 1999 Equipment L/C Note shall be deemed to have
been issued pursuant to the Loan Agreement and that the 1999 Equipment L/C Loan
shall be deemed Indebtedness as defined in the Loan Agreement, and to reflect
the other agreements set forth below.
NOW, THEREFORE, the Bank and the Borrower agree as follows:
1. Amendment to Paragraph 3 of Fifth Amendment. The date "April 1,
1999" is deleted wherever it appears in paragraph 3 of the Fifth Amendment, and
the date "June 1, 1999" is inserted in its place.
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2. 1999 Equipment L/C Loan. The 1999 Equipment L/C Note shall be deemed
to have been issued pursuant to the Loan Agreement and shall constitute a
"Note", as defined therein, and the 1999 Equipment L/C Loan shall be deemed
Indebtedness as defined in the Loan Agreement. All of the collateral that
secures the Borrower's existing Indebtedness and obligations under the Loan
Agreement shall secure the 1999 Equipment L/C Loan to full extent and with the
same priority as such collateral secures the Indebtedness evidenced by the other
Notes currently outstanding under the Loan Agreement.
3. Cross-Default. An Event of Default under the Loan Agreement shall be
a default under the 1999 Equipment L/C Note, and a default under the 1999
Equipment L/C Note shall be an Event of Default under the Loan Agreement and all
of the other Loan Documents, and shall entitle the Bank to pursue any remedies
available to it under the Loan Agreement, any of the security agreements or
other collateral security documents referred to therein, or otherwise available
to the Bank at law or in equity or under any other agreement between the Bank
and the Borrower.
4. Special Terms Relating to 1999 Equipment L/C Loan. Advances of the
1999 Equipment L/C Loan shall be conditioned upon the Borrower's compliance with
Sections 10 and 11 of the Loan Agreement and shall be subject to the limitations
provided therein (specifically including but not limited to Section 11.1 of the
Loan Agreement). Under no circumstances shall the Bank have any obligation to
make principal advances of the 1999 Equipment L/C Loan after September 30, 1999.
The Borrower acknowledges that the Bank shall at no time ever be obligated to
advance to the Borrower more than a total of $3,271,000 under the 1999 Equipment
L/C Loan, and that the 1999 Equipment L/C Loan is not a revolving loan. Once
repaid, amounts borrowed under the 1999 Equipment L/C Loan may not be
re-borrowed.
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5. Effect of this Eighth Amendment. The Loan Documents are hereby
amended as required (and only as required) to give effect to the amendments
expressly provided for in this Eighth Amendment. Each and every one of the Loan
Documents shall be deemed to have been amended by this Eighth Amendment as if
such Loan Documents had been specifically amended by separate instrument. This
Eighth Amendment shall be a Loan Document, and all references in any Loan
Document to the "Loan Documents" shall refer to the Loan Documents, as
previously amended by the First, Second, Third, Fourth, Fifth, Sixth and Seventh
Amendments to Loan Documents, and as further amended by this Eighth Amendment.
7. No other Amendments, etc. Except as expressly set forth above, the
Loan Agreement, each of the Notes, and all of the other Loan Documents shall
remain in full force and effect as originally executed and delivered by the
parties, as previously amended by the First, Second, Third, Fourth, Fifth, Sixth
and Seventh Amendments to Loan Documents, and as further amended by this Eighth
Amendment, and are hereby ratified and affirmed by the undersigned.
IN WITNESS WHEREOF, the parties have executed this Eighth Amendment to
Loan Documents as of the day and year first above written.
WITNESSES:
/s/ Xxxxx X. Xxxxxx RIVIERA TOOL COMPANY
By: /s/ Xxxxxxx X. Xxxxx
------------------------ --------------------
Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------ ----------------------
Xxxxxxx X. Xxxxxxx, Vice President
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