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Exhibit 10.7(d)
EXECUTION COPY
AMENDMENT NO. 4
Dated as of December 31, 1997
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 4 ("Amendment") is made as of December 31,
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
31, 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 Section 6.4(E) of the Credit Agreement is hereby amended
to add the following immediately at the end thereof:
"and provided further that for the fiscal quarter ending
December 31, 1997, the Leverage Ratio shall be calculated
including EBITDA for the business acquired by Ellebi S.r.l.
from Ellebi S.p.A for the four quarter period ending on such
day calculated on a pro forma basis using historical audited
and reviewed unaudited financial statements obtained from
Ellebi S.p.A."
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:
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(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 31, 1997, (i) there exists no Default or
Unmatured Default under the Credit Agreement, as amended hereby, 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.
(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
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Name: Terence C. Seikel
Title: Vice President
SPORTRACK, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Terence C. Seikel
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Name: Terence C. Seikel
Title: Vice President
VALLEY INDUSTRIES, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Terence C. Seikel
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Name: Terence C. Seikel
Title: Vice President
BRINK INTERNATIONAL BV
as a Borrower
By: /s/ Terence C. Seikel
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Name: Terence C. Seikel
Title: Vice President
BRINK BV
as a Borrower
By: /s/ Terence C. Seikel
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Name: Terence C. Seikel
Title: Vice President
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NBD BANK
as the Administrative Agent and
the Documentation and Collateral
Agent, and as a Lender
By: /s/ William J. Maxbauer
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Name: William J. Maxbauer
Title: Vice President
THE CHASE MANHATTAN BANK
as the Co-Administrative Agent and
the Syndication Agent, and as a
Lender
By: /s/ Andris G. Kalnins
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Name: Andris G. Kalnins
Title: Vice President
FIRST UNION NATIONAL BANK
as a Lender
By: /s/ Mark B. Felke
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Name: Mark B. Felke
Title: Senior Vice President
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ F.C.H. Ashby
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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: /s/ W. Jeffrey Vollack
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Name: W. Jeffrey Vollack
Title: Senior Credit Officer
Senior Vice President
By: /s/ M. Christina Debler
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Name: M. Christina Debler
Title: Vice President
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LASALLE NATIONAL BANK
as a Lender
By: /s/ Thomas J. Ranville
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Name: Thomas J. Ranville
Title: Vice President
MICHIGAN NATIONAL BANK
as a Lender
By:
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Name:
Title:
NATIONAL CITY BANK (CLEVELAND)
as a Lender
By: /s/ Marybeth S. Howe
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Name: Marybeth S. Howe
Title: Vice President
COMERICA BANK
as a Lender
By: /s/ Mark B. Grover
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Name: Mark B. Grover
Title: Vice President
VAN KAMPEN AMERICA CAPITAL
PRIME RATE INCOME TRUST
as a Lender
By:
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Name:
Title:
DEBT STRATEGIES FUND, INC.
as a Lender
By:
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Name:
Title:
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