1
EXHIBIT 10.7 (f)
EXECUTION COPY
AMENDMENT NO. 6
Dated as of August 10, 1999
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 6 ("Amendment") is made as of August 10,
1999 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 (formerly known as 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
heretofore 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 August 10,
1999 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 6.3(A) of the Credit Agreement is hereby amended
by deleting the reference to "$4,000,000" now contained in subsection (i)
thereof and substituting therefor the following: "$6,000,000", and by adding the
following as new subsections (n) and (o) immediately following subsection (m)
thereof:
"(n) Indebtedness incurred by Brink International BV or Brink
BV or any of their affiliates in an amount not to exceed
5,000,000 Dutch Guilders or the Equivalent Amount in other
Agreed Currencies thereof on terms acceptable to the
Administrative Agent.
2
(o) Indebtedness incurred by SportRack International Inc. in
an amount not to exceed 1,000,000 Canadian Dollars or the
Equivalent Amount in other Agreed Currencies on terms
acceptable to the Administrative Agent."
1.2 Section 6.3(B) of the Credit Agreement is hereby amended
by adding a new subsection (vi) immediately following subsection (v) thereof:
"(vi) forgiveness of Indebtedness due to Holdings
or any of its Subsidiaries evidenced by
notes payable from any employee in
connection with the termination (voluntarily
or involuntarily) of such Person's
employment with Holdings or any of its
Subsidiaries."
1.3 Section 6.3(C) of the Credit Agreement is hereby amended
by adding a new subsection (vii) immediately following subsection (vi) thereof:
"(vii) Liens to secure Indebtedness
permitted pursuant to Section 6.3(A)(n) and
Section 6.3(A)(o)."
1.4 Section 6.3(F)(iv) of the Credit Agreement is hereby
amended by deleting the reference to "$300,000" now contained therein and
substituting therefor the following: "$5,000,000."
1.5 Section 6.3(H) of the Credit Agreement is hereby amended
by adding the following immediately at the end thereof:
"except for arrangements made in connection
with the termination (voluntarily or
involuntarily) of such Person's employment
with Holdings or any of the Subsidiaries."
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 August 10, 1999, (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.
2
3
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.
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/ Xxxxxxx X. Xxxxxx
------------------------
Name:
Title:
SPORTRACK, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name:
Title:
VALLEY INDUSTRIES, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
3
4
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name:
Title:
BRINK INTERNATIONAL BV
as a Borrower
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name:
Title:
BRINK BV
as a Borrower
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name:
Title:
BANK ONE, MICHIGAN
as the Administrative Agent and the
Documentation and Collateral Agent, and as a
Lender
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name:
Title: Vice President
THE CHASE MANHATTAN BANK
as the Co-Administrative Agent and the
Syndication Agent, and as a Lender
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name:
Title: Vice President
FIRST UNION NATIONAL BANK
as a Lender
By: /s/ Xxxx Xxxxx
--------------------------
Name:
Title: Vice President
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ F.C.H. Xxxxx
--------------------------
Name:
Title: Senior Manager Loan Operations
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
4
5
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
as a Lender
By:
----------------------------------
Name:
Title:
By:
Name:
Title:
LASALLE NATIONAL BANK
as a Lender
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name:
Title: 1st Vice President
MICHIGAN NATIONAL BANK
as a Lender
By: /s/ Xxxx X. Xxxx
----------------------------------
Name:
Title: Relationship Manager
NATIONAL CITY BANK (CLEVELAND)
as a Lender
By /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name:
Title: Account Officer
5
6
COMERICA BANK
as a Lender
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------------
Name:
Title: Account Officer
XXX XXXXXX PRIME RATE INCOME TRUST
as a Lender
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name:
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxx X. Page
-------------------------------------
Name:
Title: Vice President
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
-------------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By:
-------------------------------------
Name:
Title:
6
