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EXHIBIT 10.7(h)
AMENDMENT NO. 8
Dated as of June 30, 2001
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 8 ("Amendment") is made as of June 30, 2001
by and among Advanced Accessory Systems, LLC (formerly known as AAS Holdings,
LLC), Sportrack, LLC (formerly known as Advanced Accessory Systems, LLC), Valley
Industries, LLC, Brink International BV and Brink BV (the "Borrowers"), the
financial institutions listed on the signature pages hereof (the "Lenders") and
Bank One, Michigan, as Administrative Agent and Documentation and Collateral
Agent, and The Chase Manhattan Bank, as Co-Administrative Agent and Syndication
Agent (the "Agents"), under that certain Second Amended and Restated Credit
Agreement dated as of August 5, 1997 by and among the Borrowers, the Lenders and
the Agents (as amended, the "Credit Agreement"). Defined terms used herein and
not otherwise defined herein shall have the respective meanings given to them in
the Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agents have agreed
to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Lenders and the Agents have agreed to the following amendments to
the Credit Agreement.
1. Amendments to Credit Agreement. Effective as of June 30,
2001, subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows:
1.1. Section 2.8(b)(i) of the Credit Agreement is hereby
amended to replace the pricing grid now contained therein with the following:
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Beginning on August 13, 2001 through September 15, 2001, the Applicable Base
Rate Margin for Tranche A Term Loans and Revolving Loans shall be one and
one-half percent (1.50%) per annum; the Applicable Base Rate Margin for Tranche
B Term Loans shall be two percent (2.00%) per annum; the Applicable Eurocurrency
Margin for Tranche A Term Loans and Revolving Loans and the Applicable letter of
Credit Fee shall be two and one-half percent (2.50%) per annum; the Applicable
Eurocurrency Margin for Tranche B Term Loans shall be three percent (3.0%) per
annum; and the Applicable Commitment Fee shall be one-half of one percent
(0.50%) per annum. Beginning September 16, 2001 and at all times thereafter, the
Pricing Grid shall be as set forth below:
APPLICABLE BASE APPLICABLE BASE APPLICABLE EUROCURRENCY APPLICABLE APPLICABLE
LEVERAGE RATIO RATE MARGIN FOR RATE MARGIN FOR MARGIN FOR TRANCHE A TERM EUROCURRENCY COMMITMENT
TRANCHE A TERM TRANCHE B TERM LOANS AND REVOLVING LOANS MARGIN FOR FEE
LOANS AND LOANS AND APPLICABLE LETTER OF TRANCHE B
REVOLVING LOANS CREDIT FEE TERM LOANS
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GREATER THAN OR
EQUAL TO 4.25 TO 2.50% 3.00% 3.50% 4.00% 0.625%
1.0
LESS THAN 4.25 TO
1.0 AND GREATER 2.00% 2.50% 2.75% 3.25% 0.50%
THAN OR EQUAL TO
3.5 TO 1.0
LESS THAN 3.5 TO
1.0 AND GREATER 1.75% 2.25% 2.50% 3.00% 0.50%
THAN OR EQUAL TO
3.0 TO 1.0
LESS THAN 3.0 TO
1.0 1.50% 2.00% 2.25% 2.75% 0.50%
1.2. Section 2.8(b)(ii)(A) of the Credit Agreement is hereby
amended to delete the language now contained therein and to substitute therefore
the following:
"(A) Subject to the provisions of clause (C) below, the
Applicable Margin in respect of any Loan, the Applicable Letter of
Credit Fee payable under Section 2.25 and the Applicable Commitment Fee
payable under Section 2.15(c) shall be determined by reference to the
tables set forth in clause (i) above, as applicable, on the basis of
the Leverage Ratio (calculated as provided in Section 6.4(E))
determined by reference to the most recent financial statements
delivered pursuant to Section 6.1(A)(ii) or 6.1(A)(iii).
(B) Upon receipt of the financial statements delivered
pursuant to Section 6.1(A)(ii) or Section 6.1(A)(iii), as applicable,
the Applicable Margins for all outstanding Loans, the Applicable Letter
of Credit Fee and Applicable Commitment Fee shall be adjusted, such
adjustment being effective on the first (1st) Business Day after
receipt of such financial statements and the Compliance Certificate to
be delivered in connection therewith; provided, however, if the
Borrowers shall not have timely delivered such financial statements in
accordance with Section 6.1(A)(ii) or Section 6.1(A)(iii), as
applicable, beginning with the date upon which such financial
statements should have been delivered and continuing until such
financial statements are delivered, it shall be assumed for purposes of
determining the Applicable Margins, the Applicable
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Commitment Fee and the Applicable Letter of Credit Fee that the
Leverage Ratio was greater than or equal to 4.25 to 1.0.
1.3. Section 6.4(C) of the Credit Agreement is hereby amended
to delete the phrase: "(7) 1.15 to 1.00 for the fiscal quarters ending
September 30, 2000 through September 30, 2001" and to substitute
therefor:
"(7) 1.15 to 1.00 for the fiscal quarters ending September 30,
2000 through March 31, 2001, 1.05 to 1.00 for the fiscal
quarter ending June 30, 2001 and 1.15 to 1.00 for the fiscal
quarter ending September 30, 2001."
1.4. Section 6.4(E) of the Credit Agreement is hereby amended
to delete the ratio listed for the period ending June 30, 2001 and to
substitute therefor the following: "4.50 to 1.00."
2. Conditions of Effectiveness. The effectiveness of this
Amendment is subject to the conditions precedent that the Administrative Agent
shall have received (a) counterparts of this Amendment duly executed by the
Borrowers, the Required Lenders and the Agents and (b) payment by the Borrowers
of an Amendment Fee (as defined below). Upon the satisfaction of the foregoing
conditions precedent, this Amendment shall become effective as of June 30, 2001
with respect to the amendments set forth in Section 1 above.
3. Amendment Fee. Each Lender that delivers a duly executed
signature page to this Amendment to James E. Clark, Sidley Austin Brown & Wood,
by telecopy (telecopy number 312-853-7036) by 12:00 noon (Chicago time) August
13, 2001, shall be entitled to an amendment fee (the "Amendment Fee") of 0.05%
(5 basis points) on such Lender's Revolving Loan Commitment and the outstanding
principal amount of such Lender's Term Loans.
4. Representations and Warranties of the Borrowers. Each
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrowers and are
enforceable against the Borrowers in accordance with their terms.
(b) After giving effect to this Amendment, (i) there exists no
Default or Unmatured Default and (ii) the representations and warranties
contained in Article V of the Credit Agreement, as amended hereby, are true and
correct in all material respects, except for representations and warranties made
with reference to a specific date which representations and warranties are true
and correct in all material respects as of such date.
5. Reference to and Effect on the Credit Agreement and
Security Agreements.
(a) Upon the effectiveness of this Amendment, each reference
in any Loan Document to such Loan Document or any other Loan Document shall mean
and be a reference to the applicable Loan Document as amended hereby.
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(b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agents or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
ADVANCED ACCESSORY SYSTEMS, LLC
as a Borrower
By: /s/ Terence C. Seikel
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Name:
Title:
SPORTRACK, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Terence C. Seikel
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Name:
Title:
VALLEY INDUSTRIES, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Terence C. Seikel
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Name:
Title:
BRINK INTERNATIONAL BV
as a Borrower
By: /s/ Terence C. Seikel
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Name:
Title:
BRINK BV
as a Borrower
By: /s/ Terence C. Seikel
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Name:
Title:
Signature Page to Amendment No. 8 5
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BANK ONE, MICHIGAN
as the Administrative Agent and the
Documentation and Collateral Agent,
and as a Lender
By: /s/ Krista J. Flynn
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Name:
Title:
THE CHASE MANHATTAN BANK
as the Co-Administrative Agent and the
Syndication Agent, and as a Lender
By:
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Name:
Title:
FIRST UNION NATIONAL BANK
as a Lender
By: /s/ Todd A. Kidd
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Name:
Title:
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ F.C.H. Ashby
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Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
as a Lender
By:
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Name:
Title:
By:
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Name:
Title:
Signature Page to Amendment No. 8 6
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LASALLE BANK NATIONAL ASSOCIATION
as a Lender
By: /s/ Thomas Ranville
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Name:
Title:
MICHIGAN NATIONAL BANK
as a Lender
By: /s/ John M. Bebb
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Name:
Title:
NATIONAL CITY BANK (CLEVELAND)
as a Lender
By: /s/ John R. DeFranscesco
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Name:
Title:
COMERICA BANK
as a Lender
By: /s/ Nicholas G. Mester
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Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
as a Lender
By:
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Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
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Name:
Title:
Signature Page to Amendment No. 8 7