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Exhibit 10.7(a)
AMENDMENT NO. 1
Dated as of September 5, 1997
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
and
SECURITY AGREEMENTS
Dated as of October 5, 1996
THIS AMENDMENT NO. 1 ("Amendment") is made as of September 5,
1997 by and among AAS Holdings, LLC, 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 (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 and certain of the Security Agreements 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 and Security Agreements.
Effective as of the Effective Date (as defined below) and subject to the
satisfaction of the condition precedent set forth in Section 3 below:
1.1 Schedule 5.8 to the Credit Agreement is amended by
deleting the existing Schedule 5.8 in its entirety and substituting therefor
Amended Schedule 5.8 attached hereto.
1.2 Section 5(a) of the Security Agreement executed by
Holdings in favor of the Documentation and Collateral Agent is amended by
deleting the first sentence thereof in its entirety and substituting therefor
the following:
The correct name of Grantor is "Advanced Accessory Systems,
LLC".
1.3 Section 5(a) of the Security Agreement executed by AAS in
favor of the Documentation and Collateral Agent is amended by deleting the first
sentence thereof in its entirety and substituting therefor the following:
The correct name of Grantor is "SportRack, LLC".
2. Consent. The Lenders hereby consent to the amendment by
Holdings and AAS of their respective organizational documents to effect changes
in their names to "Advanced Accessory Systems, LLC" and "SportRack, LLC",
respectively.
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3. Condition of Effectiveness. The effectiveness of this
Amendment is subject to the condition 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 condition precedent, this Amendment shall become effective (i) with
respect to the consent set forth in Section 2 above, as of the date hereof, and
(ii) with respect to the amendments set forth in Section 1 above, as of the date
on which appropriate amendments effecting the name changes are filed with the
Secretary of State of Delaware and copies thereof are delivered to the
Administrative Agent (the "Effective Date").
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) As of the Effective Date, (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.
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.
AAS HOLDINGS, LLC
as a Borrower
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
ADVANCED ACCESSORY SYSTEMS, LLC
as a Borrower
By: AAS HOLDINGS, LLC
Its Manager
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
VALLEY INDUSTRIES, LLC
as a Borrower
By: AAS HOLDINGS, INC.
Its Manager
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BRINK INTERNATIONAL BV
as a Borrower
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Attorney-In-Fact
BRINK BV
as a Borrower
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
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/ Xxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
as the Co-Administrative Agent and
the Syndication Agent, and as a
Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK (f/k/a
First Union National Bank of North
Carolina)
as a Lender
By: /s/ XXXX X. Xxxxxx
-----------------------------
Name: XXXX X. Xxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ F.C.B. Xxxxx
-----------------------------
Name: F.C.B. Xxxxx
Title: Senior Manager Loan Operations
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
as a Lender
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Senior Credit Officer
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LASALLE NATIONAL BANK
as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
MICHIGAN NATIONAL BANK
as a Lender
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Relationship Manager
NATIONAL CITY BANK (CLEVELAND)
as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
COMERICA BANK
as a Lender
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
XXX XXXXXX AMERICA CAPITAL
PRIME RATE INCOME TRUST
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Sr. Vice Pres.-Portfolio Mgr.
DEBT STRATEGIES FUND, INC.
as a Lender
By:
-----------------------------
Name:
Title:
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SENIOR HIGH INCOME PORTFOLIO, INC.
as a Lender
By:
-----------------------------
Name:
Title:
DEEPROCK & CO.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-----------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-----------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
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AMENDED SCHEDULE 5.8
Subsidiaries
Attached.
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SCHEDULE 5.8
Subsidiaries
Advanced Accessory Systems, LLC, a Delaware limited liability company
("Holdings"), owns 99% of the outstanding membership interests of SportRack,
LLC, a Delaware limited liability company ("Borrower"), and Chase Venture
Capital Associates, L.P. owns 1% of the outstanding membership interests of
Borrower. The capitalization and ownership of Holdings is as set forth on
Exhibit 1 to this Schedule 5.8. Each of Holdings, Borrower and Valley
Industries, LLC, a Delaware limited liability company ("Valley") is qualified
to transact business in Michigan.
Holdings owns 100% of the issued and outstanding capital stock of AAS
Capital Corporation, a Delaware corporation.
Borrower owns 100% of the capital stock of SportRack International, Inc., a
corporation formed under the laws of Canada ("SportRack International").
AAS Holdings, Inc. ("Holdings Inc.") owns 100% of the issued capital stock
of Brink International BV, a limited liability company formed under the laws of
The Netherlands.
Brink International BV owns 100% of the issued capital stock of Brink BV,
a limited liability company formed under the laws of The Netherlands.
Brink BV owns 100% of the stock of Brink Trekhaken BV, a company formed
under the laws of The Netherlands.
Brink International BV owns 100% of the stock of Brink Sverige AB, a
company formed under the laws of Sweden.
Brink International BV owns 100% of the stock of Brink U.K. Limited, a
company formed under the laws of England.
Brink International BV owns 100% of the stock of Nordisk Komponent Holding
A/S, a company formed under the laws of Denmark ("Nordisk Komponent").
Brink International BV owns 100% of the stock of Brink France SarL, a
company formed under the laws of France.
Brink International BV owns 100% of the stock of Brink Italia Srl, a
company formed under the laws of Italy.
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Nordisk Komponent owns 100% of the stock of Brink A/S, a company formed
under the laws of Denmark.
Brink France SarL owns 99.8% of the stock of SFEA SA, a company formed
under the laws of France. The remaining 0.2% is held by Brink BV and certain
individuals as nominees.
Brink France SarL owns 100% of the stock of SCI L'Elmontaise, a company
formed under the laws of France.
Borrower owns 100% of the stock of AAS GmbH a company formed under the
laws of Germany.
SportRack International owns 100% of the stock of Nomadic Sport Inc., a
corporation existing under the laws of Canada.
Holdings owns 99% of the outstanding membership interests of Valley.
Borrower owns 1% of the outstanding membership interests of Valley.
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