EXHIBIT 10.7(i)
EXECUTION COPY
AMENDMENT NO. 9
Dated as of December 14, 2001
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 9 ("Amendment") is made as of December 14,
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 JP Morgan Chase Bank (formerly known as
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,
with Banc One Capital Markets, Inc and JP Morgan Securities Inc., as Joint Lead
Arrangers (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 December
14, 2001 and subject to the satisfaction of the conditions precedent set forth
in Section 2 below, the Credit Agreement is hereby amended as follows:
1.1. Article I of the Credit Agreement is hereby amended to add
alphabetically the following defined terms:
"AGGREGATE SUPPLEMENTAL REVOLVING LOAN COMMITMENT" means the
aggregate of the Supplemental Revolving Loan Commitments of all the Lenders, as
reduced from time to time pursuant to the terms hereof. The initial Aggregate
Supplemental Revolving Loan Commitment is Ten Million Dollars ($10,000,000).
"MAXIMUM SUPPLEMENTAL REVOLVING CREDIT AMOUNT" means, at any
particular time, the lesser of (A) the Aggregate Supplemental Revolving Loan
Commitment at such time and
(B) an amount equal to (x) the Borrowing Base at such time minus (y) the
Revolving Credit Obligations at such time.
"SUPPLEMENTAL REVOLVING LOAN COMMITMENT" means, for each
Lender, the obligation of such Lender to make Supplemental Revolving Loans not
exceeding the amount set forth on Exhibit B to this Agreement opposite its name
thereon under the heading "Supplemental Revolving Loan Commitment" or in the
Assignment Agreement by which it became a Lender, as such amount may be modified
from time to time pursuant to the terms of this Agreement or to give effect to
any applicable assignment and acceptance.
"SUPPLEMENTAL REVOLVING LOAN" is defined in Section 2.2B
hereof.
"SUPPLEMENTAL REVOLVING LOAN NOTE" means a note in
substantially the form of Exhibit C-1 hereto duly executed by the applicable
Borrower and payable to the order of a Lender in the amount of its Supplemental
Revolving Loan Commitment, including any amendment, restatement, modification,
renewal or replacement of such Supplemental Revolving Loan Note.
"SUPPLEMENTAL REVOLVING LOAN PRO RATA SHARE" means, with
respect to any Lender, the percentage obtained by dividing such Lender's
Supplemental Revolving Loan Commitment by the Aggregate Supplemental Revolving
Loan Commitment at such time or if such Commitments have been terminated, the
percentage obtained by dividing the outstanding principal balance of such
Lender's Supplemental Revolving Loans by the aggregate outstanding principal
balance of all Supplemental Revolving Loans at such time.
1.2. Article I of the Credit Agreement is hereby amended to add the
following phrase immediately after the phrase "Tranche B Term
Loans" in the definition of "Applicable Base Rate Margin":
", Supplemental Revolving Loans".
1.3. Article I of the Credit Agreement is hereby amended to add the
following phrase immediately after the phrase "Tranche B Term
Loans" in the definition of "Applicable Eurocurrency Margins":
", Supplemental Revolving Loans".
1.4. Article I of the Credit Agreement is hereby amended to add the
following phrase immediately after the phrase "Tranche A Term
Loan Commitment" in the definition of "Commitment":
", Supplemental Revolving Loan Commitment,".
1.5. Article I of the Credit Agreement is hereby amended to add the
following phrase at the beginning of clause (vii) of the
definition of "Eligible Canadian Inventory":
"from and after June 30, 2002,".
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1.6. Article I of the Credit Agreement is hereby amended to add the
following phrase at the beginning of clause (vii) of the
definition of "Eligible Dutch Inventory":
"from and after June 30, 2002,".
1.7. Article I of the Credit Agreement is hereby amended to add the
following phrase at the beginning of clause (viii) of the
definition of "Eligible Canadian Receivables":
"from and after June 30, 2002,".
1.8. Article I of the Credit Agreement is hereby amended to add the
following phrase at the beginning of clause (viii) of the
definition of "Eligible Dutch Receivables":
"from and after June 30, 2002,".
1.9. Article I of the Credit Agreement is hereby amended to add the
following phrase immediately after the phrase "Term Loans" in the
definition of "Loans":
", Supplemental Revolving Loans"
and to add the following immediately after the reference to
"Section 2.2A" in such definition:
" or Section 2.2B".
1.10. Article I of the Credit Agreement is hereby amended to delete
clause (i)(B) of the definition of "Maximum Revolving Credit
Amount", and to substitute the following therefor:
"(B) an amount equal to (x) the Borrowing Base at such time minus (y)
the Supplemental Revolving Loans at such time,"
1.11. Article II of the Credit Agreement is hereby amended by adding
the following new Section 2.2B immediately after Section 2.2A and
before Section 2.3:
"2.2B Supplemental Revolving Loans. Upon the satisfaction of the
conditions precedent set forth in Sections 4.1 and 4.2, and only so long as the
Revolving Credit Availability shall be zero, from and including December 14,
2001 through but not including March 31, 2003 (or such earlier date as the
Aggregate Supplemental Revolving Loan Commitment may be permanently reduced
pursuant to Section 2.5A), each Lender severally and not jointly agrees, on the
terms and conditions set forth in this Agreement, to make revolving loans, in
Dollars only, to the applicable Borrower from time to time in an amount not to
exceed such Lender's Supplemental Revolving Loan Commitment (each individually,
a "SUPPLEMENTAL REVOLVING LOAN" and collectively, the "SUPPLEMENTAL REVOLVING
LOANS"); provided, however, that at no time shall the aggregate Dollar Amount of
the Supplemental Revolving Loans exceed the Dollar Amount of the Maximum
Supplemental Revolving Credit Amount. Each Advance under this Section 2.2B shall
consist of Supplemental Revolving Loans made by each Lender ratably in
proportion to such
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Lender's respective Supplemental Revolving Pro Rata Share. Subject to the terms
of this Agreement, the Borrowers may borrow, repay and reborrow Supplemental
Revolving Loans at any time prior to March 31, 2003 (or such earlier date as the
Aggregate Supplemental Revolving Loan Commitment may be permanently reduced
pursuant to Section 2.5A). On March 31, 2003 (or such earlier date as the
Aggregate Supplemental Revolving Loan Commitment may be permanently reduced
pursuant to Section 2.5A), the Borrower's option to borrow and reborrow
Supplemental Revolving Loans shall terminate, the Aggregate Supplemental
Revolving Loan Commitment shall be reduced to zero and the outstanding principal
balance of the Supplemental Revolving Loans shall be repaid in full on or before
such date.
1.12. Article II of the Credit Agreement is hereby amended by adding
the following new Section 2.5A immediately after Section 2.5 and
before Section 2.6:
"2.5A. Mandatory Prepayments of Supplemental Revolving Loans; Mandatory
Supplemental Revolving Loan Commitment Reduction. (A) If at any time and for any
reason (i) the aggregate Dollar Amount of the Supplemental Revolving Loans is
greater than the Dollar Amount of the Maximum Supplemental Revolving Credit
Amount, or (ii) the Revolving Credit Availability shall exceed zero, the
Borrowers shall immediately make a mandatory prepayment of the Supplemental
Revolving Loans in an amount equal to such excess.
(B) If EBITDA (as reflected in the financial statements delivered
pursuant to Section 6.1(A) for the fiscal period ending on December 31, 2001 or
any period thereafter, and calculated as of the last day of the four-quarter
period then ending) shall be less than $32,000,000, the Borrowers shall
immediately make a mandatory prepayment of all of the Supplemental Revolving
Loans and the Aggregate Supplemental Revolving Loan Commitment shall be
permanently reduced to zero.
(C) All of the mandatory prepayments made under this Section 2.5A shall
be applied first to Base Rate Loans and to any Eurocurrency Rate Loans maturing
on such date. The Administrative Agent shall hold the remaining portion of such
mandatory prepayment as cash collateral in an interest bearing deposit account
and shall apply funds from such account to subsequently maturing Eurocurrency
Rate Loans in order of maturity.
1.13. Section 2.6 of the Credit Agreement is hereby amended to insert
the following phrase after the first reference to "Aggregate
Revolving Loan Commitment":
"or the Aggregate Supplemental Revolving Loan Commitment",
and to insert at the end of the first sentence the following:
"and the amount of the Aggregate Supplemental Revolving Loan Commitment
may not be reduced below the aggregate principal amount of the outstanding
Supplemental Revolving Loans".
1.14. Section 2.7 of the Credit Agreement is hereby amended to insert
the following phrase immediately after the phrase "Revolving Loan
or Loans":
"or Supplemental Revolving Loan or Loans",
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and to insert immediately after each use of the phrase "Revolving
Loans" the following:
", Supplemental Revolving Loans".
1.15. Section 2.8(b)(i) of the Credit Agreement is hereby amended to
replace the pricing grid now contained therein with the
following:
Beginning on August 14, 2001 through September 15, 2001, the Applicable
Base Rate Margin for Tranche A Term Loans, Acquisition Facility Loans,
Supplemental Revolving 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, Acquisition Facility Loans, Supplemental Revolving
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 through December 13, 2001, the Pricing
Grid shall be as set forth below:
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APPLICABLE BASE APPLICABLE BASE APPLICABLE EUROCURRENCY APPLICABLE APPLICABLE
LEVERAGE RATIO RATE MARGIN FOR RATE MARGIN FOR MARGIN FOR TRANCHE A TERM EUROCURRENCY COMMITMENT FEE
TRANCHE A TERM TRANCHE B TERM LOANS, ACQUISITION FACILITY MARGIN FOR
LOANS, LOANS LOANS, SUPPLEMENTAL REVOLVING TRANCHE B
ACQUISITION LOANS AND REVOLVING LOANS AND TERM LOANS
FACILITY LOANS, APPLICABLE LETTER OF CREDIT
SUPPLEMENTAL FEE
REVOLVING LOANS
AND REVOLVING
LOANS
----------------------------------------------------------------------------------------------------------------------------
GREATER THAN OR EQUAL
TO 4.25 TO 1.0 2.50% 3.00% 3.50% 4.00% 0.625%
LESS THAN 4.25 TO 1.0
AND GREATER THAN OR
EQUAL TO 3.5 TO 1.0 2.00% 2.50% 2.75% 3.25% 0.50%
LESS THAN 3.5 TO 1.0
AND GREATER THAN OR
EQUAL TO 3.0 TO 1.0 1.75% 2.25% 2.50% 3.00% 0.50%
LESS THAN 3.0 TO 1.0 1.50% 2.00% 2.25% 2.75% 0.50%
----------------------------------------------------------------------------------------------------------------------------
Beginning December 14, 2001 through June 30, 2002, the Pricing Grid
shall be as set forth below:
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----------------------------------------------------------------------------------------------------------------------------
APPLICABLE BASE APPLICABLE BASE APPLICABLE EUROCURRENCY APPLICABLE APPLICABLE
LEVERAGE RATIO RATE MARGIN FOR RATE MARGIN FOR MARGIN FOR TRANCHE A TERM EUROCURRENCY COMMITMENT FEE
TRANCHE A TERM TRANCHE B TERM LOANS, ACQUISITION FACILITY MARGIN FOR
LOANS, LOANS LOANS, SUPPLEMENTAL REVOLVING TRANCHE B
ACQUISITION LOANS AND REVOLVING LOANS AND TERM LOANS
FACILITY LOANS, APPLICABLE LETTER OF CREDIT
SUPPLEMENTAL FEE
REVOLVING LOANS
AND REVOLVING
LOANS
----------------------------------------------------------------------------------------------------------------------------
GREATER THAN OR EQUAL
TO 4.00 TO 1.0 2.75% 3.25% 3.50% 4.00% 0.625%
LESS THAN 4.00 TO 1.0
AND GREATER THAN OR
EQUAL TO 3.5 TO 1.0 2.25% 2.75% 3.00% 3.50% 0.50%
LESS THAN 3.5 TO 1.0
AND GREATER THAN OR
EQUAL TO 3.0 TO 1.0 2.00% 2.50% 2.75% 3.25% 0.50%
LESS THAN 3.0 TO 1.0 1.75% 2.25% 2.50% 3.00% 0.50%
----------------------------------------------------------------------------------------------------------------------------
Beginning July 1, 2002 through September 30, 2002, 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 FEE
TRANCHE A TERM TRANCHE B TERM LOANS, ACQUISITION FACILITY MARGIN FOR
LOANS, LOANS LOANS, SUPPLEMENTAL REVOLVING TRANCHE B
ACQUISITION LOANS AND REVOLVING LOANS AND TERM LOANS
FACILITY LOANS, APPLICABLE LETTER OF CREDIT
SUPPLEMENTAL FEE
REVOLVING LOANS
AND REVOLVING
LOANS
----------------------------------------------------------------------------------------------------------------------------
GREATER THAN OR EQUAL
TO 4.00 TO 1.0 3.00% 3.50% 3.75% 4.25% 0.625%
LESS THAN 4.00 TO 1.0
AND GREATER THAN OR 2.50% 3.00% 3.25% 3.75% 0.50%
EQUAL TO 3.5 TO 1.0
LESS THAN 3.5 TO 1.0
AND GREATER THAN OR 2.25% 2.75% 3.00% 3.50% 0.50%
EQUAL TO 3.0 TO 1.0
LESS THAN 3.0 TO 1.0 2.00% 2.50% 2.75% 3.25% 0.50%
----------------------------------------------------------------------------------------------------------------------------
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Beginning October 1, 2002 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 FEE
TRANCHE A TERM TRANCHE B TERM LOANS, ACQUISITION FACILITY MARGIN FOR
LOANS, LOANS LOANS, SUPPLEMENTAL REVOLVING TRANCHE B
ACQUISITION LOANS AND REVOLVING LOANS AND TERM LOANS
FACILITY LOANS, APPLICABLE LETTER OF CREDIT
SUPPLEMENTAL FEE
REVOLVING LOANS
AND REVOLVING
LOANS
----------------------------------------------------------------------------------------------------------------------------
GREATER THAN OR EQUAL
TO 4.00 TO 1.0 3.25% 3.75% 4.00% 4.50% 0.625%
LESS THAN 4.00 TO 1.0
AND GREATER THAN OR 2.75% 3.25% 3.50% 4.00% 0.50%
EQUAL TO 3.5 TO 1.0
LESS THAN 3.5 TO 1.0
AND GREATER THAN OR 2.50% 3.00% 3.25% 3.75% 0.50%
EQUAL TO 3.0 TO 1.0
LESS THAN 3.0 TO 1.0
2.25% 2.75% 3.00% 3.50% 0.50%
----------------------------------------------------------------------------------------------------------------------------
1.16. Section 2.8(b)(ii)(B) of the Credit Agreement is hereby amended
to delete the phrase "4.25 to 1.0" now contained therein and to
substitute therefor the following: "4.0 to1.0".
1.17. Section 2.9 of the Credit Agreement is hereby amended to insert
the following phrase immediately after the phrase "Aggregate
Revolving Loan Commitment":
"or the unused Aggregate Supplemental Revolving Loan Commitment".
1.18. Section 2.15(C) of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Aggregate
Revolving Loan Commitment" in (i)(A):
"plus the Aggregate Supplemental Revolving Loan Commitment"
and to insert immediately after the phrase "Revolving Credit
Obligations" in (i)(B) the following:
"plus, the outstanding principal balance of the Supplemental Revolving
Loans".
1.19. Section 6.2 of the Credit Agreement is hereby amended by adding
the following new clause (P) at the end thereof:
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(P) Canadian and Dutch Collateral Documents. On or before June 30,
2002, Holdings shall have entered into, and shall have caused its Subsidiaries
to enter into, such Loan Documents as shall have been requested by the
Administrative Agent pursuant to which the Administrative Agent shall have been
granted a first-priority Lien on substantially all of the Inventory and
Receivables of AAS Canada and Brink, and shall have delivered to the
Administrative Agent such Loan Documents together with legal opinions agreed to
by counsel to the Administrative Agent and Canadian counsel, or counsel to the
Administrative Agent and Dutch counsel, as applicable, which Loan Documents and
opinions shall be in form and substance satisfactory to the Administrative Agent
and Holdings (it being understood and agreed that the Administrative Agent shall
use its commercially reasonable efforts to participate in the preparation of
such Loan Documents, and to file such Loan Documents as necessary to perfect the
security interest granted therein, to the extent reasonably requested by the
Borrowers).
1.20. Section 6.3(A) of the Credit Agreement is hereby amended by
deleting the reference to "$6,000,000" now contained in
subsection (i) thereof, and substituting therefor the following:
"$8,000,000".
1.21. Section 6.4(A) of the Credit Agreement is hereby amended to
delete the language now contained therein in the definition of
"Consolidated Net Worth" following the phrase "provided, however"
and to substitute therefor the following:
Holdings' Consolidated Net Worth shall be calculated excluding (i) the
effect of any adjustments for the periods subsequent to September 30, 2000 in
the cumulative foreign currency translation account, (ii) the effect of the
repurchase by Holdings of membership interests in Holdings from MascoTech, Inc.,
and (iii) the effect of the repurchase by Holdings of membership interests in
Holdings from any Person pursuant to any mandatorily redeemable warrant.
1.22. Section 6.4(C) of the Credit Agreement is hereby amended to
delete clauses (7), (8) and (9) thereof, and to substitute the
following therefor:
"(7) 1.15 to 1.00 for the fiscal quarters ending September 30, 2000
through March 31, 2001;
(8) 1.05 to 1.00 for the fiscal quarter ending June 30, 2001;
(9) 1.00 to 1.00 for the fiscal quarters ending September 30, 2001
through June 30, 2002;
(10) 1.05 to 1.00 for the fiscal quarters ending September 30, 2002
through December 31, 2002; and
(11) 1.50 to 1.00 for each fiscal quarter thereafter."
1.23. Section 6.4(D) of the Credit Agreement is hereby amended by
deleting the language now contained therein and substituting the
following therefor:
"Holdings shall not permit its Consolidated Net Worth at any time on or
after September 30, 2001 to be less than $10,220,000 plus 75% of Net Income (if
positive) calculated separately
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for each fiscal quarter commencing with the fiscal quarter ending on December
31, 2001 (excluding gains or losses attributable to foreign currency
translation)."
1.24. Section 6.4(E) of the Credit Agreement is hereby amended to
delete the ratios listed on the table now contained therein for
September 30, 2001 and thereafter and to substitute the following
therefor for the periods ending on the dates set forth below:
"Period Ending Maximum Leverage Ratio
September 30, 2001 4.40 to 1.00
December 31, 2001 4.40 to 1.00
March 31, 2002 4.40 to 1.00
June 30, 2002 4.40 to 1.00
September 30, 2002 4.40 to 1.00
December 31, 2002 4.40 to 1.00
March 31, 2003 3.50 to 1.00
and each quarter thereafter"
1.25. Section 8.2(vi) of the Credit Agreement is hereby amended to
insert immediately after each reference to "Revolving Loan
Commitment" the following:
", its Supplemental Revolving Loan Commitment".
1.26. Article VIII of the Credit Agreement is hereby amended by adding
the following new Section 8.3A immediately after Section 8.3 and
before Section 8.4:
8.3A Amendments With Respect to Supplemental Revolving Loans.
No supplemental agreements hereto shall, without the consent of each Lender
affected thereby:
(i) Postpone or extend the date fixed for any payment of principal of,
or interest on, the Supplemental Revolving Loans or any fees or other
amounts payable to such Lender in respect of its Supplemental Revolving
Loans or Supplemental Revolving Loan Commitment (except with respect to any
modifications of the provisions relating to prepayments of Supplemental
Revolving Loans which can be modified only with the approval of Lenders
with Supplemental Revolving Loan Pro Rata Shares greater than fifty percent
(50%)).
(ii) Reduce the principal amount of any Supplemental Revolving Loans,
or reduce the rate or extend the time of payment of interest or fees
thereon.
(iii) Amend the definition of "Supplemental Revolving Loan Pro Rata
Share".
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(iv) Increase the amount of the Supplemental Revolving Loan Commitment
of any Lender hereunder (except with respect to an increase in the amount,
or other modification to the terms or components, of the Borrowing Base) or
increase any Lender's Supplemental Revolving Loan Pro Rata Share.
(v) Amend this Section 8.3A.
1.27. Section 10.9 of the Credit Agreement is hereby amended to insert
immediately after the phrase "Revolving Loan Commitment" the
following:
", its Supplemental Revolving Loan Commitment,".
1.28. Section 12.2 of the Credit Agreement is hereby amended to insert
immediately after each reference to the phrase "Revolving Loan
Commitment" the following:
", any Supplemental Revolving Loan Commitment,".
1.29. Section 12.3 of the Credit Agreement is hereby amended to insert
immediately after each reference to the phrase "Revolving Loan
Commitment" the following:
", Supplemental Revolving Loan Commitment,",
and to insert immediately after the phrase "Aggregate Revolving
Loan Commitment" the following:
", the Aggregate Supplemental Revolving Loan Commitment,".
1.30. The Credit Agreement is amended to insert a new Section
describing the Supplemental Revolving Loan Commitments on Exhibit
B to the Credit Agreement in the form of Attachment A to this
Amendment.
1.31. The Credit Agreement is amended to insert a new Exhibit C-1 to
the Credit Agreement in the form of Attachment B to this
Amendment.
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, (b) payment by the Borrowers of
an Amendment Fee and Upfront Fee (as defined below), and (c) payment of all fees
due and payable pursuant to the fee letter dated on or about December 6, 2001 by
and among the Borrowers and the Administrative Agent. Upon the satisfaction of
the foregoing conditions precedent, this Amendment shall become effective with
respect to the amendments set forth in Section 1 above.
3. Amendment Fee; Upfront Fee.
(a) Each Lender that delivers a duly executed signature page to this
Amendment to the Administrative Agent's counsel, Sidley Austin
Brown & Wood, Attention: Robert J. Lewis, by facsimile (Fax:
312-853-7036) by 12:00 noon (Chicago time)
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December 11, 2001, shall be entitled to an amendment fee (the
"Amendment Fee") of 0.25% (25 basis points) on such Lender's
Revolving Loan Commitment and the outstanding principal amount of
such Lender's Term Loans.
(b) Each Lender shall be entitled to an upfront fee (the "Upfront
Fee") equal to 1.25% of such Lender's Supplemental Revolving Loan
Commitment (as defined in Credit Agreement as amended by this
Amendment) as in effect as of the date of this Amendment, which
Upfront Fee shall be paid to the Administrative Agent for the
ratable account of each such Lender.
4. Representations and Warranties of the Borrowers. Each
Borrower hereby represents and warrants that, after giving effect to the
amendments set forth herein:
(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) As of December 14, 2001, (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 Section 1 hereof, 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.
(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.
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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.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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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
---------------------------------------
Name:
Title:
SPORTRACK, LLC, as a Borrower
By: ADVANCED ACCESSORY SYSTEMS,
LLC, Its Manager
By: /s/ Terence C. Seikel
---------------------------------------
Name:
Title:
VALLEY INDUSTRIES, LLC, as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC, Its
Manager
By: /s/ Terence C. Seikel
---------------------------------------
Name:
Title:
BRINK INTERNATIONAL BV, as a Borrower
By: /s/ Terence C. Seikel
---------------------------------------
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 9
BRINK BV, as a Borrower
By: /s/ Terence C. Seikel
---------------------------------------
Name:
Title:
BANK ONE, MICHIGAN, as the Administrative
Agent and the Documentation and
Collateral Agent, and as a Lender
By: /s/ Thomas A. Lakocy
---------------------------------------
Name:
Title:
JP MORGAN CHASE BANK (formerly known as
THE CHASE MANHATTAN BANK), as the
Co-Administrative Agent and the
Syndication Agent, and as a Lender
By: /s/ Karen M. Sharf
---------------------------------------
Name:
Title:
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ Frederick E. Blumer
---------------------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ A.S. Norsworthy
---------------------------------------
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 9
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH, as a Lender
By:
---------------------------------------
Name:
Title:
By:
---------------------------------------
Name:
Title:
Standard Federal Bank N.A. (f/k/a MICHIGAN
NATIONAL BANK), as a Lender
By: /s/ John M. Bebb
---------------------------------------
Name:
Title:
NATIONAL CITY BANK (CLEVELAND), as a
Lender
By: /s/ Kennath M. Blackwell
---------------------------------------
Name:
Title:
COMERICA BANK, as a Lender
By: /s/ Nicholas G. Mestor
---------------------------------------
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 9
VAN KAMPEN PRIME RATE INCOME TRUST, as a
Lender
By: /s/ Ernest V. Hodgl
---------------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
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Name:
Title:
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By:____________________________
Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By:
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Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 9
ATTACHMENT A
Supplemental Revolving Loan Commitments
Amount of Supplemental
Lender Revolving Loan Commitment
First Union National Bank $ 5,000,000
Comerica Bank $ 2,500,000
Standard Federal Bank N.A. $ 2,500,000
Aggregate Supplemental Revolving Loan Commitment $10,000,000
ATTACHMENT B
EXHIBIT C-1
TO
CREDIT AGREEMENT
Form of Supplemental Revolving Loan Note
SUPPLEMENTAL REVOLVING LOAN NOTE
U.S. $_________ New York, New York
[Date]
FOR VALUE RECEIVED, the undersigned, [INSERT NAME OF APPLICABLE
BORROWER], a [Delaware limited liability company][insert alternative
organizational information] (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO
PAY to the order of [INSERT NAME OF LENDER] (the "Lender") the principal sum of
[_____________] AND NO/100 DOLLARS ($[____]), or, if less, the aggregate unpaid
amount of all Supplemental Revolving Loans made by the Lender to such Borrower
pursuant to the "Credit Agreement" (as defined below), on March 31, 2003 or on
such earlier date as may be required by the terms of the Credit Agreement.
Capitalized terms used herein and not otherwise defined herein are as defined in
the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount of
each Supplemental Revolving Loan made to it from the date of such Supplemental
Revolving Loan until such principal amount is paid in full at a rate or rates
per annum determined in accordance with the terms of the Credit Agreement.
Interest hereunder is due and payable at such times and on such dates as set
forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America if the applicable Supplemental Revolving Loan was made in
Dollars to the "Administrative Agent" (as defined below), to such account as the
Administrative Agent may designate, in same day funds. At the time of each
Supplemental Revolving Loan, and upon each payment or prepayment of principal of
each Supplemental Revolving Loan, the Lender shall make a notation either on the
schedule attached hereto and made a part hereof, or in such Lender's own books
and records, in each case specifying the amount of such Supplemental Revolving
Loan, the respective Interest Period thereof, in the case of Eurocurrency Rate
Loans, or the amount of principal paid or prepaid with respect to such
Supplemental Revolving Loan, as the case may be; provided that the failure of
the Lender to make any such recordation or notation shall not affect the
Obligations of the Borrower hereunder or under the Credit Agreement.
This Supplemental Revolving Loan Note (this "Note") is one of the
"Supplemental Revolving Loan Notes" referred to in, and is entitled to the
benefits of, the Second Amended and Restated Credit Agreement dated as of August
5, 1997 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement") among AAS
Holdings, LLC, Advanced Accessory Systems, LLC, Valley Industries, LLC, Brink
International BV, Brink BV, certain borrowing subsidiaries from time to time
parties thereto, the financial institutions from time to time parties thereto,
Bank One, Michigan, as the Administrative Agent and the Documentation and
Collateral Agent (herein, the "Administrative Agent"), and JP Morgan Chase Bank
(formerly known as The Chase Manhattan Bank), as the Co-Administrative Agent.
The Credit Agreement, among other things, (i) provides for the making of
Supplemental Revolving Loans by the Lender to the Borrower and the other
Borrowers under the Credit Agreement from time to time in an aggregate amount
not to exceed at any time outstanding the Dollar Amount first above mentioned,
the indebtedness of the Borrower resulting from each such Supplemental Revolving
Loan to it being evidenced by this Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments of the principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by the Borrower.
Whenever in this Note reference is made to the Administrative Agent,
the Co-Administrative Agent, the Documentation and Collateral Agent, the Lender
or the Borrower, such reference shall be deemed to include, as applicable, a
reference to their respective successors and assigns. The provisions of this
Note shall be binding upon and shall inure to the benefit of said successors and
assigns. The Borrower's successors and assigns shall include, without
limitation, a receiver, trustee or debtor in possession of or for the Borrower.
This Note shall be interpreted, and the rights and liabilities of the
parties hereto determined, in accordance with the laws of the State of New York.
[Name of Applicable Borrower]
By:
-----------------------------------
Name:
Title:
SCHEDULE OF SUPPLEMENTAL REVOLVING LOANS AND PAYMENTS OR PREPAYMENTS
Amount of Unpaid
Amount Type Interest Principal Paid Principal Notation
Date of Loan of Loan Period/Rate or Prepaid Balance Made By
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