Exhibit 10(y)

WAIVER AND FIFTH AMENDMENT
TO AMENDED AND RESTATED
SENIOR SUBORDINATED LOAN AGREEMENT

        This WAIVER AND FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT (“ Fifth Amendment ”) is made and entered into as of March 25, 2005 between CLARION TECHNOLOGIES, INC., a Delaware corporation (the “ Company ”), its subsidiaries party hereto (the Company and its subsidiaries are referred to individually as a “ Loan Party ” and collectively as the “ Loan Parties ”), jointly and severally, as borrowers and WILLIAM BLAIR MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (“ WBMCF ”), the Emilie D. Wierda Living Trust dated 3/1/94, William Beckman, Thomas Wallace, the Craig Wierda Grantor Retained Annuity Trust, dated January 31, 1994, and the Emilie Wierda Grantor Retained Annuity Trust, dated January 31, 1994, (together with WBMCF, each a “ Lender ” and collectively, as the “ Lenders ”).

R E C I T A L S

        A.            Pursuant to that certain Amended and Restated Senior Subordinated Loan Agreement dated as of December 27, 2002, as amended by Waiver, Consent and First Amendment to Amended and Restated Senior Subordinated Loan Agreement dated April 14, 2003, Second Amendment to Amended and Restated Senior Subordinated Loan Agreement dated as of April 23, 2004, Consent and Third Amendment to Amended and Restated Senior Subordinated Loan Agreement dated as of August 2, 2004, and Fourth Amendment to Amended and Restated Senior Subordinated Loan Agreement dated as of November 8, 2004 (and as further amended, restated or otherwise modified, the “ Loan Agreement ”) between the Loan Parties and the Lenders, the Lenders and Loan Parties agreed to amend and restate the terms of an existing senior subordinated loan agreement.

        B.            Defaults have occurred with respect to certain of the financial covenants in the Loan Agreement, which defaults the Loan Parties have requested the Lenders to waive, and the Lenders are willing to grant such waiver as provided in this Fifth Amendment. The Loan Parties have further requested, and the Lenders have further agreed, to amend selected provisions of the Loan Agreement upon the terms and conditions hereinafter set forth.

        C.            The Loan Parties, JPMorgan Chase Bank, N.A. (as successor to Bank One, NA), as Agent and the Senior Lenders are entering into an eighth amendment to amended and restated credit agreement dated as of the date hereof (the “ Senior Eighth Amendment ”), pursuant to which Senior Lenders, among other things, are agreeing to waive certain covenant defaults under and to amend the terms of the Senior Loan Agreement.

        D.            Based upon the foregoing recitals, and without waiving any rights or remedies other than those expressly waived herein, Lenders are willing to amend the terms of the Loan Agreement under the terms and conditions expressly set forth herein.

A G R E E M E N T S

        NOW, THEREFORE, in consideration of the agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

        1.        Incorporation of Recitals . The foregoing recitals are incorporated herein by reference and made a part of this Fifth Amendment.

        2.        Definitions . All capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement, as amended by this Fifth Amendment.

        3.        Defaults . The Loan Parties hereby acknowledge, confirm and agree that certain events have occurred, as specifically described on Schedule I hereto (said events collectively, the “ Existing Defaults ”), each of which constitutes an Event of Default or Potential Event of Default and entitles, or would entitle, the Lenders to exercise certain rights and remedies under the Loan Agreement.

        4.        Waiver . In reliance upon the representations, warranties and covenants of the Loan Parties contained in this Fifth Amendment, and subject to the terms and conditions of this Fifth Amendment and any documents or instruments executed in connection herewith, the Lenders agree to, and do hereby, waive all of the Existing Defaults. The Loan Parties understand and agree that the waiver contained in this Section 4 relates only to the Existing Defaults, all of which occurred prior to the date of this Fifth Amendment, and that said waiver shall not be construed as a waiver of, or agreement to waive, any Events of Default or Potential Events of Default other than the Existing Defaults. Except as limited and/or modified by this Fifth Amendment and by the documents executed and delivered in connection herewith, the Loan Documents shall continue in full force and effect until such time as the Obligations have been paid in full.

        5.        Amendment of the Loan Agreement . Subject to the Loan Parties’ performance of their obligations to Lenders hereunder on the date hereof, the parties hereto agree to amend the terms of the Loan Agreement as follows:

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        6.        Fifth Amendment Conditions . The Fifth Amendment and the obligations of Lenders contemplated hereby shall be governed by and subject to the following terms and conditions, such date being the (“ Fifth Amendment Closing Date ”):

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