Exhibit 10.9
(LAURUS FAMILY OF FUNDS LOGO)
October 30, 2006
RIVIERA TOOL COMPANY
0000 Xxxxxxxxx Xxxxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Chief Financial Officer
Re: Amended and Restated Overadvance Side Letter Ladies and Gentleman:
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.
In the Original Overadvance Letter, Xxxxxx notified you of its decision to
exercise the discretion granted to it pursuant to Section 2(a)(ii) of the
Security Agreement to make a Loan to the Company in excess of the Formula Amount
in effect on the date hereof in an aggregate principal amount equal to
$2,300,000 (the "Overadvance"). The Overadvance is hereby amended to an amount
equal to $1,550,000 (such amount, the "Amended Overadvance").
Additionally, the Period (as such term is defined in the Original
Overadvance Letter) originally expired on September 14, 2005; however, Xxxxxx
has periodically extended such period prior to the date hereof. The Period is
hereby additionally extended, and shall terminate on June 30, 2007 (such Period,
as so extended, the "Amended Period")
During the Amended Period, Laurus hereby waives compliance with Section 3
of the Security Agreement, but solely as such provision relates to the immediate
repayment requirement for the Amended Overadvance; provided, however, that the
Company shall at all times be required to repay to Laurus all amounts in excess
of the then applicable Amended Overadvance immediately upon the occurrence of
such excess. Xxxxxx further agrees that solely for such Amended Period (but not
thereafter), the Amended Overadvance shall not trigger an Event of Default under
Section 19(a) of the Security Agreement. The Company hereby acknowledges and
agrees that at all times when the Amended Overadvance is outstanding (including
during the Amended Period) the Company shall be responsible for paying the
additional fee set forth in Section 5(b)(ii) of the Security Agreement. All
other terms and provisions of the Security Agreement and the Ancillary
Agreements remain in full force and effect.
This letter may not be amended or waived except by an instrument in writing
signed by the Company and Laurus. This letter may be executed in any number of
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof or thereof, as the case may be. This letter
shall be governed by, and construed in accordance with, the laws of the State of
New York. This letter sets forth the entire agreement between the parties hereto
as to the matters set forth herein and supersede all prior communications,
written or oral, with respect to the matters herein, including, without
limitation, the Original Overadvance Letter
If the foregoing meets with your approval please signify your acceptance of
the terms hereof by signing below.
LAURUS MASTER FUND, LTD.
By:
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Xxxxx Xxxx
Director
Agreed and accepted on the date hereof
RIVIERA TOOL COMPANY
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: CFO
