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Exhibit 10.7(c)
EXECUTION COPY
AMENDMENT NO. 3
Dated as of December 29, 1997
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 3 ("Amendment") is made as of December 29,
1997 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 NBD Bank, 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 December
29, 1997 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
delete the definition of "AAS" now contained therein and to substitute therefor
the following definition:
"'AAS' means SportRack, LLC, a Delaware limited liability
company (formerly known as Advanced Accessory Systems, LLC), and its
successors and assigns, including a debtor-in-possession on behalf of
AAS."
1.2 Article I of the Credit Agreement is hereby amended to
delete the definition of "Holdings" now contained therein and to substitute
therefor the following:
"'HOLDINGS' means Advanced Accessory Systems, LLC, a Delaware
limited liability company (formerly known as AAS Holdings, LLC), and
its successors and assigns, including a debtor-in-possession on behalf
of Holdings."
1.3 Section 6.3(A)(f) of the Credit Agreement is hereby
amended to add a new subsection (5) at the end thereof:
"and (5) Brink BV or Brink International to Brink Italia S.r.l. in an
amount not to exceed $22,000,000 or the Equivalent Amount thereof,
provided that if such
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Indebtedness is evidenced by a note, such note is pledged to the
Documentation and Collateral Agent to secure payment of Advances made
to non-U.S. Subsidiaries."
1.4 Section 6.3(D) of the Credit Agreement is hereby amended
to add a new subsection (xiii) at the end thereof:
(xiii) Investments made through a purchase of equity or as a
contribution to capital by Brink BV or Brink International in Brink
Italia S.r.l. provided that any such Investment shall not exceed
$10,000,000 or the Equivalent Amount thereof."
1.5 Section 6.4(A) of the Credit Agreement is hereby amended
to add the following as a new last sentence at the end of the definition of
"Capital Expenditures":
"No portion of the purchase of assets by Brink Italia S.r.l. from
Ellebi S.p.A. shall be deemed to be a Capital Expenditure."
1.6 Schedule 5.8 of the Credit Agreement is hereby amended to
add immediately at the end thereof the following:
"Brink Italia S.r.l., an Italian corporation."
2. Conditions of Effectiveness. The effectiveness of this
Amendment is subject to the conditions precedent that the Administrative Agent
shall have received counterparts of this Amendment duly executed by the
Borrowers, the Required Lenders and the Agents. 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. 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) As of December 29, 1997, (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.
4. 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.
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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.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
6. 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.
7. 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
-----------------------------
Name: Terence C. Seikel
Title: Attorney-in-Fact
SPORTRACK, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Terence C. Seikel
-----------------------------
Name: Terence C. Seikel
Title: Attorney-in-Fact
VALLEY INDUSTRIES, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Terence C. Seikel
-----------------------------
Name: Terence C. Seikel
Title: Attorney-in-Fact
BRINK INTERNATIONAL BV
as a Borrower
By: /s/ Terence C. Seikel
-----------------------------
Name: Terence C. Seikel
Title: Attorney-in-Fact
BRINK BV
as a Borrower
By: /s/ Terence C. Seikel
-----------------------------
Name: Terence C. Seikel
Title: Attorney-in-Fact
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NBD BANK
as the Administrative Agent and
the Documentation and Collateral
Agent, and as a Lender
By: /s/ William Canney
-----------------------------
Name: William Canney
Title: Vice President
THE CHASE MANHATTAN BANK
as the Co-Administrative Agent and
the Syndication Agent, and as a
Lender
By: /s/ Thomas H. Kozlark
-----------------------------
Name: Thomas H. Kozlark
Title: Vice President
FIRST UNION NATIONAL BANK
as a Lender
By: /s/ Mark M. Harden
-----------------------------
Name: Mark M. Harden
Title: Vice President
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ F.C.H. Ashby
-----------------------------
Name: F.C.H. Ashby
Title: Senior Manager Loan Operations
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
as a Lender
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
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LASALLE NATIONAL BANK
as a Lender
By: /s/ Thomas J. Ranville
-----------------------------
Name: Thomas J. Ranville
Title: Vice President
MICHIGAN NATIONAL BANK
as a Lender
By: /s/ Mark W. Smits
-----------------------------
Name: Mark W. Smits
Title: Relationship Manager
NATIONAL CITY BANK (CLEVELAND)
as a Lender
By:
-----------------------------
Name:
Title:
COMERICA BANK
as a Lender
By: /s/ Beth A. Brockmann
-----------------------------
Name: Beth A. Brockmann
Title: Vice President
VAN KAMPEN AMERICA CAPITAL
PRIME RATE INCOME TRUST
as a Lender
By: /s/ Jeffrey W. Maillet
-----------------------------
Name: Jeffrey W. Maillet
Title: Sr. Vice Pres. & Director
DEBT STRATEGIES FUND, INC.
as a Lender
By: /s/ Gilles Marchand
-----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
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SENIOR HIGH INCOME PORTFOLIO, INC.
as a Lender
By: /s/ Gilles Marchand
-----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
DEEPROCK & CO.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Payson F. Swaffield
-------------------------
Name: Payson F. Swaffield
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
-------------------------
Name: Payson F. Swaffield
Title: Vice President
MERRILL LYNCH DEBT STRATEGIES
PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Gilles Marchand
-----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Gilles Marchand
-----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
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SENIOR HIGH INCOME PORTFOLIO, INC.
as a Lender
By: /s/ Gilles Marchand
-----------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
DEEPROCK & CO.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Payson F. Swaffield
-------------------------
Name: Payson F. Swaffield
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
-------------------------
Name: Payson F. Swaffield
Title: Vice President
MERRILL LYNCH DEBT STRATEGIES
PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Gilles Marchand
-------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Gilles Marchand
-------------------------
Name: Gilles Marchand, CFA
Title: Authorized Signatory
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