Sixth Amendment to Loan Documents between Fifth Third Bank and Riviera Tool Company (December 1, 2002)

Summary

This agreement is an amendment to existing loan documents between Fifth Third Bank and Riviera Tool Company. It extends the maturity date for Riviera Tool Company's outstanding loans from December 1, 2002, to December 15, 2002, giving the company additional time to secure replacement financing. The amendment clarifies payment application, confirms no further loan advances will be made, and states that any payment default will be considered an immediate event of default. All other terms of the original loan documents remain in effect unless specifically modified by this amendment.

EX-10.(AA) 5 k73568exv10wxaay.txt SIXTH AMENDMENT TO LOAN DOCUMENTS EXHIBIT 10(AA) SIXTH AMENDMENT TO LOAN DOCUMENTS This Sixth Amendment to Loan Documents (this SIXTH AMENDMENT) is dated as of December 1, 2002, by and between FIFTH THIRD BANK, a Michigan banking corporation f/k/a Old Kent Bank (the BANK), One Vandenberg Center, Grand Rapids, Michigan 49503, and RIVIERA TOOL COMPANY, a Michigan corporation (the BORROWER), 5460 Executive Parkway, Grand Rapids, Michigan 49512. BACKGROUND STATEMENT: A. The Bank and the Borrower are parties to a First Restated Loan Agreement dated as of August 31, 1999, as amended by the First, Second, Third, Fourth and Fifth Amendments thereto (the First Restated Loan Agreement, as so amended, and all future amendments, renewals and replacements thereof, is referred to below as the LOAN AGREEMENT). Capitalized terms used but not defined in this Sixth Amendment shall have the meanings given them in the Loan Agreement. B. The Bank agreed, subject to the terms and conditions set forth in the Loan Agreement and the other Loan Documents, to extend to the Borrower certain credit facilities. The Borrower's indebtedness to the Bank is evidenced by certain Promissory Notes more particularly described in the Fifth Amendment to Loan Agreement (all such Promissory Notes are referred to collectively below as the PROMISSORY NOTES.) All of the Borrower's indebtedness to the Bank, whether for principal, interest or otherwise, is due and payable December 1, 2002. C. The Borrower has notified the Bank that the Borrower will not be able to pay its indebtedness to the Bank on December 1, 2002, and the Borrower has requested that the Bank extend the maturity date of the Promissory Notes to December 15, 2002. The Bank has agreed to do so, on the terms and conditions set forth below, all of which are acceptable to the Borrower. The Bank and the Borrower agree that: 1. Maturity Date of Indebtedness. All of the Borrower's indebtedness to the Bank, including but not necessarily limited to that evidenced by: (a) the Revolving L/C Loan Note; (b) the $3,250,000 Existing Equipment Term Loan Note; (c) the $4,000,000 Equipment Term Loan Note; (d) the 1999 Equipment L/C Note in the stated principal amount of $3,271,000; (e) the $1,000,000.00 Term Loan Note; and (f) the Overline Note, shall be due and payable in full on December 15, 2002, unless sooner accelerated or paid. Until then, the Borrower shall continue to make payments due the Bank on all such other indebtedness in accordance with the respective Notes that evidence such indebtedness. 2. Application of Payments. So long as there exists no Event of Default (other than an existing Event of Default disclosed in EXHIBIT B to the Fourth Amendment) under the Loan Agreement or any of the other Loan Documents, nor any fact, circumstance or condition which, with notice, or the passage of time, or both, might constitute an Event of Default (other than an existing Event of Default disclosed in EXHIBIT B to the Fourth Amendment) under the Loan Agreement or any of the other Loan Documents, all payments made by the Borrower to the Bank during the period beginning on the date of this Sixth Amendment and ending December 15, 2002, shall be applied first to payment of accrued and unpaid interest due under the Overline Note, then to reduction of the principal indebtedness evidenced thereby, and then to the other Promissory Notes as set forth in the Loan Documents. After the occurrence of an Event of Default (other than an existing Event of Default disclosed in EXHIBIT B to the Fourth Amendment) under the Loan, and during the existence of any fact, circumstance or condition which, with notice, or the passage of time, or both, might constitute an Event of Default (other than an existing Event of Default disclosed in EXHIBIT B to the Fourth Amendment) under the Loan Agreement or any of the other Loan Documents, the Bank may apply all such payments as it may receive toward such of the Borrower's indebtedness to the Bank as the Bank may determine in its sole and uncontrolled discretion. 3. No Further Loans or Advances, Extensions of Maturity Dates, etc. The Borrower acknowledges that: (a) the Bank shall have no further obligation, under the Loan Agreement or otherwise, to make any further loans or advances to or for the benefit of the Borrower; (b) the Bank has extended the maturity date of the Promissory Notes at the Borrower's request to give the Borrower additional time to secure replacement financing sufficient to pay and discharge all of its indebtedness and obligations to the Bank in excess of an amount to be determined, but in no event to exceed ONE MILLION SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($1,600,000.00), and the Bank has no obligation to grant further extensions of time to the Borrower; and (c) no promise or agreement to grant any such further extensions of time, or otherwise, shall be valid or enforceable unless it is in writing and has been duly executed and delivered on behalf of the Bank. 4. Event of Default. Notwithstanding any provision of the Loan Agreement or any Loan Document to the contrary, an Event of Default shall exist under the Loan Agreement immediately upon default in making any payment when due pursuant to the Loan Agreement or the pertinent Loan Documents, as amended by this Sixth Amendment, without the necessity of giving Borrower notice or opportunity to cure such default. 5. Borrower's Representations, Warranties, Reaffirmations, etc. The Borrower restates, affirms and makes, as of the date of this Sixth Amendment, each of the covenants, agreements, acknowledgments, representations, warranties, waivers and releases contained in the Loan Agreement and the other Loan Documents. Further, except as specifically modified hereby, the Borrower ratifies and affirms the continuing validity and binding effect of the Loan Agreement and the other Loan Documents, and represents and warrants to the Bank that all representations and warranties contained in the Loan Agreement and each of the other Loan Documents are true as of the date hereof. The Borrower represents and warrants that each balance sheet, statement of income, statement of retained earnings and statement of changes in financial position submitted to the Bank present fairly the financial position of the Borrower as of the date of such statement. No changes having a material adverse effect upon any obligor for any existing loans by the Bank to the Borrower have occurred since the date of the most recent of such financial statements. 6. No Existing Event of Default. The Borrower represents and warrants to the Bank that, unless otherwise disclosed in EXHIBIT B to the Fourth Amendment, there exists as of the date of this Sixth Amendment (a) no Event of Default under the Loan Agreement or any of the other Loan Documents and (b) no fact, circumstance or condition which, with notice, or the passage of time, or both, might constitute an Event of Default under the Loan Agreement or any of the other Loan Documents. 7. 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 of the Loan Documents shall be deemed to have been amended by this Sixth Amendment as if such Loan Document 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 amended hereby. 8. Incorporation of Background Statement. The Background Statement is incorporated into and forms a part of this Sixth Amendment. 9. No other Amendments, etc. Except as expressly set forth above, the Loan Agreement, each of the Promissory Notes, and all of the other Loan Documents shall remain in full force and effect as originally executed and delivered and subsequently amended by the parties, and are hereby ratified and affirmed by the undersigned. Nothing in this Sixth Amendment shall release, discharge or otherwise affect any security interests granted by the Borrower to the Bank as collateral for the Borrower's indebtedness to the Bank, and the Bank's rights and remedies with respect to any such security interests shall not be diminished or impaired in any respect by this Sixth Amendment. 10. Counterparts. This Sixth Amendment may be executed in one or more counterparts, each of which shall be considered an original and all of which shall constitute the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE; REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO SIXTH AMENDMENT TO LOAN DOCUMENTS] IN WITNESS WHEREOF, the parties have executed this Sixth Amendment to Loan Documents as of the date set forth in the introductory paragraph on page 1. WITNESSES: _____________________________ RIVIERA TOOL COMPANY _____________________________ By: /s/ Kenneth R. Rieth -------------------------------- Kenneth R. Rieth, President _____________________________ FIFTH THIRD BANK _____________________________ By: --------------------------------