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EXHIBIT 10(M)
AMENDMENTS 1, 2, 3 AND 4 BETWEEN REGISTRANT AND OLD KENT BANK
FIRST AMENDMENT TO LOAN DOCUMENTS
This First Amendment to Loan Documents is made on the 31st day of
December, 1997 (but effective as of the Effective Date set forth below), 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"), pursuant to which the Bank has agreed,
subject to the terms and conditions set forth in the Loan Agreement and the Loan
Documents, to extend to the Borrower the following loans: (i) a Revolving L/C
Loan in the maximum principal amount of $10,000,000; (ii) an Existing Equipment
Term Loan in the maximum principal amount of $3,250,000; and (iii) a
Non-Revolving Equipment L/C Loan in the maximum principal amount of $4,000,000.
Capitalized terms used but not defined in this First Amendment shall have the
meanings given such terms in the Loan Agreement.
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"), the Existing Equipment Term Loan is evidenced by a
Promissory Note in substantially the form attached to the Loan Agreement as
Exhibit B (the "Existing Equipment Term Loan Note"), and the Non-Revolving
Equipment L/C Loan is 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. The Bank and the Borrower wish to amend the Loan Agreement and the
Notes in the manner set forth below.
NOW, THEREFORE, the Bank and the Borrower agree as follows:
1. Change in Interest Rates. Effective as of September 1, 1997
(the "Effective Date"):
(a) The Revolving L/C Loan shall bear interest at the Prime
Rate.
(b) The Existing Equipment Term Loan shall bear interest at
the Prime Rate, unless and until the Borrower duly exercises its option
under the applicable Loan Documents to change the interest rate on the
Existing Equipment Term Loan to the rate of interest that is equal to
the Five (5)-Year Treasury Rate on the Interest Rate Determination Date
plus 275 basis points.
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(c) The Non-Revolving Equipment L/C Loan shall bear interest
at the Prime Rate, unless and until the Borrower duly exercises its
option under the applicable Loan Documents to change the interest rate
on the Existing Equipment Term Loan to the rate of interest that is
equal to the Six (6)-Year Treasury Rate on the Interest Rate
Determination Date plus 275 basis points.
2. Effect of this First Amendment. The Loan Agreement, the Notes, and
the other Loan Documents are hereby amended as required (and only as required)
to give effect to the change in the interest rates for the Loans expressly
provided for in paragraph 1 of this First Amendment. Each and every one of the
Loan Documents shall be deemed to have been amended by this First Amendment as
if such Loan Documents had been specifically amended by separate instrument.
This First Amendment shall be a Loan Document, and all references in any Loan
Document to the "Loan Documents" shall refer to the Loan Documents as amended by
this First 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, and are hereby ratified and affirmed by the undersigned.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESSES:
/s/ Xxxxxxx X Xxxxxxx RIVIERA TOOL COMPANY
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/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
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/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Vice President
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SECOND AMENDMENT TO LOAN DOCUMENTS
This Second Amendment to Loan Documents is made on the 15th day of
February, 1998, 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 as of December 31, 1997 (the "First 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 $10,000,000.00. Capitalized terms used but not
defined in this Second Amendment shall have the meanings given such terms in the
Loan Agreement, as 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 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. Effective as of the
date of this Second Amendment, the maturity date of the Revolving L/C Loan shall
be extended from January 1, 1999 to March 1, 1999.
2. Effect of this Second Amendment. The Loan Agreement, the Revolving
L/C Note, and the other Loan Documents are hereby amended as required (and only
as required) to give effect to the extension of the maturity date of the
Revolving L/C Loan expressly provided for in paragraph 1 of this Second
Amendment. Each and every one of the Loan Documents shall be deemed to have been
amended by this Second Amendment as if such Loan Documents had been specifically
amended by separate instrument. This Second Amendment shall be a Loan Document,
and all references in any Loan Document to the "Loan Documents" shall refer to
the Loan Documents, as amended by the First Amendment and as further amended by
this Second 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, and as previously amended by the First Amendment, and are hereby
ratified and affirmed by the undersigned.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESSES:
/s/ Xxxxxxx X Xxxxxxx RIVIERA TOOL COMPANY
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/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
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/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Vice President
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THIRD AMENDMENT TO LOAN DOCUMENTS
This Third Amendment to Loan Documents is made on the 14th day of
August, 1998, 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") and a Second Amendment
to Loan Documents dated February 15, 1998 (the "Second 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 following loans: (i) a Revolving L/C Loan in the maximum principal amount of
$10,000,000; (ii) an Existing Equipment Term Loan in the maximum principal
amount of $3,250,000; and (iii) a Non-Revolving Equipment L/C Loan in the
maximum principal amount of $4,000,000. Capitalized terms used but not defined
in this Third 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"), the Existing Equipment Term Loan is evidenced by a
Promissory Note in substantially the form attached to the Loan Agreement as
Exhibit B (the "Existing Equipment Term Loan Note"), and the Non-Revolving
Equipment L/C Loan is 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. The Bank and the Borrower wish to amend the Loan Agreement and the
Notes in the manner set forth below.
NOW, THEREFORE, the Bank and the Borrower agree as follows:
1. Change in Interest Rates. Effective as of June 1, 1998 (the
"Effective Date"), the Borrower may elect, subject to the terms of this
Agreement, to have:
(a) The unpaid principal balance of the Revolving L/C
Loan indebtedness bear interest at a rate that is
equal to: (i) the Prime Rate minus 25 basis points
(such interest rate is referred to below as the
"Prime-Based Index"); or (ii) 225 basis points plus
the LIBOR (London Inter-bank Offered Rate) for the
applicable LIBOR Period described in paragraph (d)
below (such interest rate is referred to below as the
"LIBOR-Based Index"). In the absence of an effective
election by the Borrower to have the interest rate on
all or part of the Revolving L/C Loan determined on
the basis of the LIBOR Index, interest on such
indebtedness shall be determined on the basis of the
Prime-Based Index.
(b) The unpaid principal balance of the Existing
Equipment Term Loan bear interest at a rate that is
equal to: (i) the Prime-Based Index; or (ii) the
LIBOR-Based Index; or (iii) 250 basis points plus the
Five (5)-Year Treasury Rate on the Interest Rate
Determination Date, as provided in Section 4.1(b) of
the Loan Agreement (such interest rate is referred to
below as the "5-Year Treasury-Based Index"). In the
absence of an effective election by the Borrower to
have the interest rate on all or part of the Existing
Equipment Term Loan determined on the basis of the
LIBOR-Based Index or the 5-Year Treasury-Based
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Index, interest on such indebtedness shall be
determined on the basis of the Prime-Based Index.
(c) The unpaid principal balance of the Non-Revolving
Equipment L/C Loan bear interest at a rate that is
equal to: (i) the Prime Rate Index; or (ii) the
LIBOR-Based Index; or (iii) 250 basis points plus the
Six (6)-Year Treasury Rate on the Interest Rate
Determination Date, as provided in Section 4.1(c) of
the Loan Agreement (such interest rate is referred to
below as the "6-Year Treasury-Based Index"). In the
absence of an effective election by the Borrower to
have the interest rate on all or part of the
Non-Revolving Equipment L/C Loan determined on the
basis of the LIBOR-Based Index or the 6-Year
Treasury-Based Index, interest on such indebtedness
shall be determined on the basis of the Prime-Based
Index.
(d) The applicable LIBOR Period for any indebtedness
under the Loan Agreement for which interest is
determined on the basis of the LIBOR-Based Index
shall be one of the following, as specified in
writing by the Borrower when giving notice to the
Bank pursuant to paragraph (g) below: (i) loans
having 30-day maturities, (ii) loans having 60-day
maturities, and (iii) loans having 90-day maturities;
provided, however, that the Borrower may not select a
LIBOR Period that extends beyond the maturity date
for the pertinent Loan.
(e) For any Loan as to which the Borrower elects the
LIBOR-Based Index, the original principal amount with
respect to which interest may be determined on the
basis of the LIBOR-Based Index shall be not less than
$500,000, or whole multiples of that amount, as
specified in writing by the Borrower when giving
notice to the Bank pursuant to paragraph (g) below.
(f) Subject to compliance with paragraph (e) above, the
Borrower may elect to divide the unpaid principal
balance of a Loan into two or more segments (each
such segment is referred to as a "Loan Segment"), and
to have interest as to one Loan Segment determined on
the basis of the Prime-Based Index and interest as to
the other Loan Segment(s) determined on the basis of
the LIBOR-Based Index; different LIBOR Periods may be
used for each Loan Segment as to which the
LIBOR-Based Index has been designated.
(g) If the Borrower elects to have interest for the
Existing Equipment Term Loan determined on the basis
of the 5-Year Treasury-Based Index, such election
must be made as to the entire principal balance of
such Loan; likewise, if the Borrower elects to have
interest for the Non-Revolving Equipment L/C Loan
determined on the basis of the 6-Year Treasury-Based
Index, such election must be made as to the entire
principal balance of such Loan.
(h) To make an election to have the interest on the
Borrower's indebtedness to the Bank determined on the
basis of the LIBOR-Based Index, the Borrower shall
give the Bank written notice on the Bank's standard
request form, which is attached hereto as Exhibit A.
Any such election shall become effective upon the
later of: (i) the third (3rd) Business Day after the
Bank's receipt of such written notice or (ii) the
funding date specified in such written notice.
(i) The Borrower may prepay, in whole or in part, a Loan
or Loan Segment with respect to which interest in
determined on the basis of the LIBOR-Based Index;
provided, however that simultaneously with making any
such prepayment, the Borrower shall pay, in addition
to the accrued interest on the amount prepaid through
the date of prepayment, an
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amount equal to the interest that would have accrued
through the applicable LIBOR Period on the principal
amount so prepaid.
(j) During the continuation of an Event of Default under
the Loan Agreement, the Borrower shall have no right
to change the rate at which interest is payable on
the outstanding indebtedness under any of the Loans.
2. Change in Maturity Date of Revolving L/C Loan. As of the
Effective Date, the maturity date of the Revolving L/C Loan shall be extended
from March 1, 1999 to January 1, 2000.
3. Changes in Certain Financial Covenants. As of the Effective
Date, Sections 6.8, 6.9 and 6.10 of the Loan Agreement shall provide as
follows:
6.8 Maintain Tangible Net Worth (the applicable amount
for each date of determination being referred to
herein as the "Minimum Net Worth") of:
(a) not less than $11,500,000 for the period
beginning on August 31, 1997 and ending on
August 30, 1998;
(b) not less than $14,000,000 for the period
beginning on August 31, 1998 and ending on
August 30, 1999; and
(c) For the period beginning on August 31, 1999
and ending on August 30, 2000, and for each
like period thereafter until all of the
Borrower's indebtedness to the Bank has been
repaid in full, with interest, the
Borrower's Minimum Net Worth requirement
shall be increased by $500,000 over the
Borrower's Minimum Net Worth requirement in
effect for the immediately preceding period.
6.9 Maintain Working Capital of not less than $9,000,000.
6.10 Maintain a ratio of total Liabilities to Tangible Net
Worth of not more than 1.2:1.
4. Effect of this Third Amendment. The Loan Documents are hereby
amended as required (and only as required) to give effect to the amendments
expressly provided for in this Third Amendment. Each and every one of the Loan
Documents shall be deemed to have been amended by this Third Amendment as if
such Loan Documents had been specifically amended by separate instrument. This
Third 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 and Second Amendments to Loan Documents, and as
further amended by this Third 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 and Second Amendments to Loan
Documents, and as further amended by this Third Amendment, and are hereby
ratified and affirmed by the undersigned.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Loan Documents as of the day and year first above written.
WITNESSES:
/s/ Xxxxxxx X Xxxxxxx RIVIERA TOOL COMPANY
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/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
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_/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X Xxxxxxx
--------------------------- ----------------------------------
Xxxxxxx X. Xxxxxxx, Vice President
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FOURTH AMENDMENT TO LOAN DOCUMENTS
This Fourth Amendment to Loan Documents is made on the 14th day of
August, 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"), and a Third
Amendment to Loan Documents dated the date of this Fourth Amendment (the "Third
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 Fourth 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. Temporary Change in Availability Formula. Effective as of August
1, 1998, the following provision shall be substituted for the corresponding
provision appearing in Section 3.1(a) of the Loan Agreement (page 9 of the Loan
Agreement):
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.
2. Reversion to Original Availability Formula. Effective as of
November 1, 1998, 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)
$3,500,000, or (ii) 40% of the Work
in Process Inventory.
3. Effect of this Fourth Amendment. The Loan Documents are hereby
amended as required (and only as required) to give effect to the amendments
expressly provided for in this Fourth Amendment. Each and every one of the Loan
Documents shall be deemed to have been amended by this Fourth Amendment as if
such Loan Documents had been specifically amended by separate instrument. This
Fourth 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 and Third Amendments to Loan Documents,
and as further amended by this Fourth Amendment.
4. 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 and Third Amendments to Loan
Documents, and as further amended by this Fourth Amendment, and are hereby
ratified and affirmed by the undersigned.
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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
Loan Documents as of the day and year first above written.
WITNESSES:
/s/ Xxxxxxx X Xxxxxxx RIVIERA TOOL COMPANY
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/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxxxx X. Xxxxxx OLD KENT BANK
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/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Vice President
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