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EXHIBIT 10.7(g)
AMENDMENT NO. 7
Dated as of September 30, 2000
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 7 ("Amendment") is made as of September 30, 2000 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 September 30, 2000
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 2.8(b) of the Credit Agreement is hereby amended to
replace the pricing grid now contained therein with the following:
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<TABLE>
<CAPTION>
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APPLICABLE BASE APPLICABLE BASE APPLICABLE EUROCURRENCY APPLICABLE APPLICABLE
SENIOR DEBT RATIO RATE MARGIN FOR RATE MARGIN FOR MARGIN FOR TRANCHE A TERM EUROCURRENCY COMMITMENT
TRANCHE A TERM TRANCHE B TERM LOANS AND REVOLVING LOANS MARGIN FOR FEE
LOANS AND LOANS AND APPLICABLE LETTER OF TRANCHE B
REVOLVING LOANS CREDIT FEE TERM LOANS
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GREATER THAN OR
EQUAL TO 4.0 TO 1.0 2.50% 3.00% 3.50% 4.00% 0.625%
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LESS THAN 4.0 TO 1.0
AND GREATER THAN OR 2.25% 2.75% 3.25% 3.75% 0.625%
EQUAL TO 3.5 TO 1.0
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LESS THAN 3.5 TO 1.0
AND GREATER THAN OR 2.00% 2.50% 3.00% 3.50% 0.50%
EQUAL TO 3.0 TO 1.0
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LESS THAN 3.0 TO 1.0
AND GREATER THAN OR 1.75% 2.25% 2.75% 3.25% 0.50%
EQUAL TO 2.5 TO 1.0
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LESS THAN 2.5 TO 1.0
AND GREATER THAN OR 1.50% 2.00% 2.50% 3.00% 0.50%
EQUAL TO 2.0 TO 1.0
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LESS THAN 2.0 TO 1.0 1.25% 1.75% 2.25% 2.75% 0.50%
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</TABLE>
1.2. Section 6.3(F) of the Credit Agreement is hereby amended by
inserting a new subsection (viii) immediately following current subsection (vii)
as follows:
"(viii) payments made in connection with the repurchase of membership
interests in Holdings currently owned by MascoTech, Inc. provided such
repurchase occurs on or before December 31, 2000 and the aggregate
amount paid by Holdings in connection with such repurchase does not
exceed $6,500,000."
1.3. Section 6.4(A) of the Credit Agreement is hereby amended to delete
the language now contained therein 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 and (ii)
the effect of the repurchase by Holdings of membership interests in
Holdings currently owned by MascoTech, Inc.
1.4. Section 6.4(C) of the Credit Agreement is hereby amended to delete
the phrase: "(7) 1.50 to 1.00 for each fiscal quarter thereafter until the
Tranche B Loan Termination Date" and to substitute the following therefor:
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"(7) 1.15 to 1.00 for the fiscal quarters ending September 30, 2000
through September 30, 2001;
"(8) 1.25 to 1.00 for the fiscal quarters ending December 31, 2001 and
March 31, 2002; and
"(9) 1.50 to 1.00 for each fiscal quarter thereafter until the Tranche
B Loan Termination Date."
1.5. 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, 2000 to be less than $11,000,000 plus 75% of Net
Income (if positive) calculated separately for each fiscal quarter
commencing with the fiscal quarter ending on December 31, 2000
(excluding gains or losses attributable to foreign currency
translation)."
1.6. Section 6.4(E) of the Credit Agreement is hereby amended to delete
the ratios listed on the table now contained therein for December 31, 2000 and
thereafter and to substitute the following therefor for the periods ending on
the dates set forth below:
<TABLE>
<CAPTION>
"Period Ending Maximum Leverage Ratio
-------------- ----------------------
<S> <C> <C>
December 31, 2000 4.00 to 1.00
March 31, 2001 4.00 to 1.00
June 30, 2001 3.75 to 1.00
September 30, 2001 3.75 to 1.00
December 31, 2001 3.75 to 1.00
March 31, 2002 3.50 to 1.00
and each quarter thereafter"
</TABLE>
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 and (b) payment by the Borrowers of an Amendment
Fee (as defined below). 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. Each Lender that delivers a duly executed signature
page to this Amendment to James E. Clark, Sidley & Austin, by telecopy (telecopy
number 312-853-7036) by 5:00 p.m. (Chicago time) November 13, 2000 shall be
entitled to an amendment fee (the "Amendment Fee") of 0.15% (15 basis points) on
such Lender's Revolving Loan Commitment and the outstanding principal amount of
such Lender's Term Loans.
4. 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 subject to the
limitations imposed by any applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and similar laws affecting creditors' rights
generally and the effect of general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
(b) As of September 30, 2000, there exists no Default or Unmatured
Default under the Credit Agreement, as amended hereby.
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.
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:
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:
---------------------
Name:
Title:
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THE CHASE MANHATTAN BANK
as the Co-Administrative Agent
and the Syndication Agent, and as
a Lender
By:
---------------------
Name:
Title:
FIRST UNION NATIONAL BANK
as a Lender
By: /s/ Kent Davis
---------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ M.D. Smith
---------------------
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
as a Lender
By:
---------------------
Name:
Title:
By:
---------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
as a Lender
By:
---------------------
Name:
Title:
MICHIGAN NATIONAL BANK
as a Lender
By: /s/ John M. Bebb
---------------------
Name:
Title:
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NATIONAL CITY BANK (CLEVELAND)
as a Lender
By: /s/ Carolann M. Morykwas
------------------------
Name:
Title:
COMERICA BANK
as a Lender
By: /s/ Nicholas G. Mester
------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
as a Lender
By: /s/ Darvin Pierce
------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Payson F. Swaffield
------------------------
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:
---------------------
Name:
Title:
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