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Exhibit 10(hh)
December 15, 2004
Mr. Kenneth R. Rieth
President
Riviera Tool Company
5460 Executive Parkway S.E.
Grand Rapids, MI 49512-5507
RE: FORBEARANCE AGREEMENT
("FORBEARANCE AGREEMENT") AMONG COMERICA BANK
("BANK")
AND RIVIERA TOOL COMPANY ("BORROWER") DATED NOVEMBER 16, 2004
Dear Mr. Rieth:
Borrower has requested that Bank extend its
forbearance under the Forbearance
Agreement to December 22, 2004.
Subject to timely, written acceptance by
Borrower of the following conditions in
this first amendment to the Forbearance
Agreement ("First Amendment"), Bank is
willing to continue to forbear until
December 22, 2004, subject to earlier
termination as provided below, from further
action to collect the Liabilities:
Future administration of the Liabilities
and the financing arrangements between
Bank and Borrower shall continue to be
governed by the covenants, terms and
conditions of the Forbearance Agreement and
the other Loan Documents, which are
ratified and confirmed and incorporated by
this reference, except to the extent
that the Forbearance Agreement and the
other Loan Documents have been
superseded, amended, modified or
supplemented by this First Amendment or are
inconsistent with this First Amendment,
then this First Amendment shall govern.
Borrower acknowledges Bank is under no
obligation to advance funds or extend
credit to Borrower under the Loan
Documents, or otherwise.
This First Amendment shall be governed and
controlled in all respects by the
laws of the State of Michigan, without
reference to its conflict of law
provisions, including interpretation,
enforceability, validity and construction.
Bank expressly reserves the right to
exercise any or all rights and remedies
provided under the Forbearance Agreement
and the other Loan Documents and
applicable law except as modified herein.
Bank's failure to exercise immediately
such rights and remedies shall not be
construed as a waiver or modification of
those rights or an offer of
forbearance.
This First Amendment will inure to the
benefit of Bank and all its past, present
and future parents, subsidiaries,
affiliates, predecessors and successor
corporations and all of their subsidiaries
and affiliates.
Bank anticipates that discussions
addressing the Liabilities may take place in
the future. During the course of such
discussions, Borrower and Bank, may touch
upon and possibly reach a preliminary
understanding on one or more issues prior
to concluding negotiations. Notwithstanding
this fact and absent an express
written waiver by Bank, Bank will not be
bound by an agreement on any individual
issues unless and until an agreement is
reached on all issues an
