Exhibit 10.21


    SEVENTH
      AMENDMENT TO 

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    This
      Seventh Amendment to Amended and Restated Credit Agreement ("Amendment") is
      dated as of March 29, 2006, and is by and among General Electric Capital
      Corporation, a Delaware corporation, individually as a Lender and as Agent
      for
      the Lenders, SportRack, LLC, a Delaware limited liability company ("SportRack
      US
      Borrower"), Valley Industries, LLC, a Delaware limited liability company
      ("Valley US Borrower" and, together with SportRack US Borrower, "US Borrowers"),
      Brink International B.V., a private company with limited liability (besloten
      vennootschap met beperkte aansprakelijkheid)
      incorporated under the laws of The Netherlands, having its corporate seat
(statutaire
      zetel)
      in
      Staphorst, The Netherlands and registered with the Chamber of Commerce
(Kamer
      van Koophandel)
      in Regio
      Zwolle under number 05058752 ("European Borrower" and, together with US
      Borrowers, "Borrowers"), the other persons designated as "Credit Parties" on
      the
      signature pages hereof, and the Lenders which are signatories
      hereto.

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      pursuant to that certain Amended and Restated Credit Agreement dated as of
      May
      23, 2003 by and among General Electric Capital Corporation, a Delaware
      corporation, individually as a Lender and as Agent for the Lenders, the other
      Lenders party thereto, Borrowers and the other Credit Parties signatory from
      time to time thereto (as amended or otherwise modified from time to time, the
      "Credit Agreement"; capitalized terms used herein and not otherwise defined
      herein shall have the meaning ascribed to such terms in the Credit Agreement),
      Agent and Lenders agreed, subject to the terms and provisions thereof, to
      provide certain loans and other financial accommodations to Borrowers;
      and

     

    WHEREAS,
      Borrowers have requested that Agent and Lenders agree to amend the Credit
      Agreement in certain respects, as set forth below.

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1.  Amendments
      to Credit Agreement.
      Subject
      to the satisfaction of the conditions precedent set forth in Section 2 of this
      Amendment, and in reliance on the representations and warranties set forth
      in
      Section 5 of this Amendment, the Credit Agreement is hereby amended as
      follows:

     

    (a)  Section
      4.4 of the Credit Agreement is hereby amended and restated in its entirety
      as
      follows:

     

    "(a) Holdings,
      Borrowers and their Subsidiaries on a consolidated basis shall have, as of
      the
      last day of each Fiscal Quarter set forth below (commencing with the Fiscal
      Quarter ending on March 31, 2007), from the date hereof until the Termination
      Date, a Fixed Charge Coverage Ratio of not less than the following:

     

    1.15
      to
      1.00 for each Fiscal Quarter from the Fiscal Quarter ending March 31, 2007
      through and including the Fiscal Quarter ending December 31, 2007;
      and

    1.15
      to
      1.00 for each Fiscal Quarter ending thereafter.

     

    (b) European
      Borrower and its Subsidiaries on a consolidated basis shall have, as of the
      last
      day of each Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio (which
      ratio shall be calculated (x) in Euros and (y) solely with respect to European
      Borrower and its Subsidiaries notwithstanding references to Holdings and its
      Subsidiaries in Exhibit 4.8(n)) of not less than the following:

     

    1.25
      to
      1.00 for the Fiscal Quarter ending December 31, 2005;

    1.15
      to
      1.00 for the Fiscal Quarter ending March 31, 2006; 

    1.15
      to
      1.00 for the Fiscal Quarter ending June 30, 2006; 

    1.15
      to
      1.00 for the Fiscal Quarter ending September 30, 2006; and

    1.15
      to
      1.00 for the Fiscal Quarter ending December 31, 2006."

     

    (b)  Section
      4.7 of the Credit Agreement is hereby amended and restated in its entirety
      as
      follows:

     

    "Holdings,
      Borrowers and their Subsidiaries on a consolidated basis shall have, as of
      the
      last day of each Fiscal Quarter set forth below, from the date hereof until
      the
      Termination Date, a Senior Secured Leverage Ratio for the 12-month period then
      ended of not more than the following:

     

    2.00
      to
      1.00 for the Fiscal Quarter ending March 31, 2006;

    2.00
      to
      1.00 for the Fiscal Quarter ending June 30, 2006;

    1.75
      to
      1.00 for the Fiscal Quarter ending September 30, 2006; 

    1.50
      to
      1.00 for the Fiscal Quarter ending December 31, 2006; and

    1.25
      to
      1.00 for each Fiscal Quarter ending thereafter."

     

    (c)  Section
      6.5(b) of the Credit Agreement is hereby amended and restated in its entirety
      as
      follows:

     

    "(b) Subject
      to clause (a) above, in the absence of a specific determination by Agent with
      respect thereto, the proceeds of any sale of, or other realization upon, all
      or
      any part of the Collateral granted by a US Credit Party (or with respect to
      Stock pledged pursuant to a Pledge Agreement, all or any part of such Stock
      which is issued by a US Credit Party or, after application as provided in clause
      (c) below, which is issued by a Non-US Credit Party to the extent such Pledge
      Agreement secures the US Loans) shall be (to the extent permitted by mandatory
      provisions of applicable law) applied to Obligations then due (whether such
      Obligations are then due by acceleration or otherwise): first,
      to all
      Fees, costs and expenses incurred by or owing to Agent and any Lender with
      respect to this Agreement, the other Loan Documents or the Collateral;
second,
      to
      accrued and unpaid interest on the Obligations pertaining to the US Loans
      (including any interest which but for the provisions of the Bankruptcy Code,
      would have accrued on such amounts); third,
      on a
      pro rata basis, to the principal amount of the Obligations outstanding
      pertaining to the US Loans and the then outstanding Obligations arising under
      any Bank Products or in respect of any agreement with a Lender party to this
      Agreement as of the Seventh Amendment Effective Date to fix or hedge foreign
      currency risk (but not in excess of $2,350,000 in the aggregate with respect
      to
      such obligations arising under Bank Products or in respect of agreements with
      Lenders party to this Agreement as of the Seventh Amendment Effective Date
      to
      fix or hedge foreign currency risk); fourth,
      to
      accrued and unpaid interest on the Obligations pertaining to the European Loans
      (including any interest which but for the provisions of the Bankruptcy Code,
      would have accrued on such amounts); fifth,
      to the
      principal amount of the Obligations outstanding pertaining to the European
      Loans; sixth,
      to any
      other Obligations of US Borrowers owing to Agent or any US Lender under any
      Loan
      Document; and seventh,
      to any
      other Obligations of European Borrower owing to Agent or any European Lender
      under any Loan Document; and"

     

    (d)  Section
      8.2(h)(i) of the Credit Agreement is hereby amended and restated in its entirety
      as follows:

     

    "(i) Release
      of Collateral.
      Lenders
      hereby irrevocably authorize Agent, at its option and in its discretion, to
      release any Lien granted to or held by Agent upon any Collateral (x) upon
      termination of the Commitments and payment and satisfaction of all Obligations
      (other than (1) contingent indemnification obligations to the extent no
      claims giving rise thereto have been asserted and (2) any Obligations then
      outstanding under any Bank Products or in respect of any agreement fixing or
      hedging foreign currency risk where the Lender that has provided such Bank
      Products or is a counter-party to such agreement fixing or hedging foreign
      currency risk, as applicable, has agreed that the same can remain outstanding
      notwithstanding the termination of the Commitments and the payment and
      satisfaction of the other outstanding Obligations) or (y) constituting
      property being sold or disposed of if Borrowers (or any of them) certify to
      Agent that the sale or disposition is made in compliance with the provisions
      of
      this Agreement (and Agent may rely in good faith conclusively on any such
      certificate, without further inquiry)."

     

    (e)  The
      definition of "Obligations" set forth in Annex A to the Credit Agreement is
      hereby amended and restated in its entirety as follows:

     

    "'Obligations'
      means
      all loans, advances, debts, liabilities and obligations of any Credit Party
      to
      Agent or any Lender, for the performance of covenants, tasks or duties or for
      payment of monetary amounts (whether or not such performance is then required
      or
      contingent, or such amounts are liquidated or determinable) by any Credit Party
      in favor of Agent or any Lender, and all covenants and duties of any Credit
      Party regarding such amounts, of any kind or nature, present or future, whether
      or not evidenced by any note, agreement or other instrument, in each case
      arising under the Agreement or any of the other Loan Documents, and such other
      obligations of any Credit Party in favor of any Lender party to this Agreement
      as of the Seventh Amendment Effective Date arising under any Bank Products
      or in
      respect of any agreement to fix or hedge foreign currency risk of up to an
      aggregate maximum amount of $2,350,000. This term includes all principal,
      interest (including all interest that accrues after the commencement of any
      case
      or proceeding by or against any Credit Party in bankruptcy, whether or not
      allowed in such case or proceeding), Fees, Charges, expenses, attorneys' fees
      and any other sum chargeable to any Credit Party under the Agreement or any
      of
      the other Loan Documents."

     

    (f)  The
      following definitions are hereby added to Annex A to the Credit Agreement in
      their appropriate alphabetical order, as follows" 

     

    "'Bank
      Products'
      means
      any one or more of the following types of services or facilities extended to
      the
      Credit Parties by any Lender that is party to this Agreement as of the Seventh
      Amendment Effective Date: (i) credit cards, (ii) credit card
      processing services, (iii) debit cards, (iv) purchase cards,
      (v) Automated Clearing House (ACH) transactions, (vi) cash management,
      including controlled disbursement services, and (vii) establishing and
      maintaining deposit accounts.

     

    'Seventh
      Amendment Effective Date'
      means
      March 29, 2006."

     

    2.  Conditions
      Precedent.
      The
      effectiveness of this Amendment is subject to the satisfaction of the following
      conditions precedent:

     

    (a)  Agent
      shall have received this Amendment executed by Credit Parties and
      Lenders;

     

    (b)  All
      proceedings taken in connection with the transactions contemplated by this
      Amendment and all documents, instruments and other legal matters incident
      thereto shall be satisfactory to Agent, Lenders and their respective legal
      counsel; and

     

    (c)  No
      Default or Event of Default shall have occurred and be continuing, both before
      and after giving effect to the provisions of this Amendment.

     

    3.  Fees.
      Borrowers agree to jointly and severally pay to Agent for the ratable
      distribution to Lenders signatory hereto a nonrefundable amendment fee equal
      to
      .25% of the outstanding Commitments ($152,750), such fee being due and payable
      in full on the date hereof.

     

    4.  References;
      Effectiveness.
      Agent,
      Lenders and Credit Parties hereby agree that all references to the Credit
      Agreement which are contained in any of the other Loan Documents shall refer
      to
      the Credit Agreement as amended by this Amendment.

     

    5.  Representations
      and Warranties.
      To
      induce Agent and Lenders to enter into this Amendment, each Credit Party hereby
      represents and warrants to Agent and Lenders that:

     

    (a)  The
      execution, delivery and performance by such Credit Party of this Amendment
      and
      the transactions contemplated hereby is within its organizational power, have
      been duly authorized by all necessary action, have received all necessary
      governmental approval (if any shall be required), and do not and will not
      contravene or conflict with any provision of law applicable to such Credit
      Party, the articles of incorporation, by-laws or any other organizational
      document of such Credit Party, any order, judgment or decree of any court or
      governmental agency, or any agreement, instrument or document binding upon
      such
      Credit Party or any of its property;

     

    (b)  Each
      of
      the Credit Agreement and the other Loan Documents, as amended by this Amendment,
      are the legal, valid and binding obligation of such Credit Party, enforceable
      against such Credit Party in accordance with their terms, except as such
      enforceability may be limited by applicable bankruptcy, reorganization,
      moratorium, fraudulent transfer or other similar laws affecting creditors'
      rights generally or by principles governing the availability of equitable
      remedies;

     

    (c)  After
      giving effect to the amendments set forth herein, the representations and
      warranties contained in the Credit Agreement and the other Loan Documents are
      true and accurate (in all material respects if any such representation and
      warranty is not by its terms already qualified as to materiality) as of the
      date
      hereof with the same force and effect as if such had been made on and as of
      the
      date hereof (other than those which, by their terms, specifically are made
      as of
      a certain date prior to the date hereof);

     

    (d)  Such
      Credit Party has performed in all material respects all of its obligations
      under
      the Credit Agreement and the Loan Documents to be performed by it on or before
      the date hereof and as of the date hereof, such Credit Party is in compliance
      in
      all material respects with all applicable terms and provisions of the Credit
      Agreement and each of the Loan Documents to be observed and performed by it
      and
      no Event of Default or other event which, upon notice or lapse of time or both,
      would constitute an Event of Default, has occurred; and

     

    (e)  In
      addition to and without limitation of the foregoing representations and
      warranties set forth in this Section 5, the amendments to the Credit Agreement
      provided for herein do not violate any of the provisions of the Public Note
      Indenture or the Intermediate Holdings Note Indenture.

     

    6.  Reaffirmation
      of Collateral Documents.
      Each
      Credit Party hereby (a) affirms that (i) except as expressly contained herein,
      nothing contained therein shall modify in any respect whatsoever any of its
      obligations under any of the Collateral Documents to which it is a party and
      (ii) each such Collateral Document is and shall continue to remain in full
      force
      and effect and (b) agrees that all references in any of the Loan Documents
      to
      the "Obligations" shall be deemed to refer to the definition of "Obligations"
      as
      amended by this Amendment and as otherwise amended from time to
      time.

     

    7.  Counterparts.
      This
      Amendment may be executed in any number of counterparts and by the different
      parties on separate counterparts, and each such counterpart shall be deemed
      to
      be an original, but all such counterparts shall together constitute but one
      and
      the same Amendment.

     

    8.  Continued
      Effectiveness.
      Except
      as amended hereby, the Credit Agreement and each of the Loan Documents shall
      continue in full force and effect according to its terms.

     

    9.  Costs
      and Expenses.
      Each
      Credit Party hereby acknowledges
      and agrees that this Amendment is a "Loan Document" for purposes of, among
      other
      things, subsection 1.3(e) of the Credit Agreement.

     

    [signatures
      follow]

     


    
      
        


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    IN
      WITNESS WHEREOF, this Amendment has been executed as of the day and year first
      written above.

     

    BORROWERS:

     

    
      	
              SPORTRACK,
                LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              VALLEY
                INDUSTRIES, LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              BRINK
                INTERNATIONAL B.V. 

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    


    
      
        


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    OTHER
      CREDIT PARTIES:

    


    
      	
              CHAAS
                HOLDINGS, LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              ADVANCED
                ACCESSORY HOLDINGS CORPORATION

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              CHAAS
                ACQUISITIONS, LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              ADVANCED
                ACCESSORY SYSTEMS, LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              AAS
                ACQUISITIONS, LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              CHAAS
                HOLDINGS B.V.

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    



    
      
        


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              SPORTRACK
                ACCESSORIES INC.

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              SPORTRACK
                GMBH

               

              By:
                /s/ Michael Runte

              Name:
                Michael Runte

              Title:
                Managing Director

            


    

    


    
      	
              VALTEK,
                LLC

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              CHAAS
                HOLDINGS III B.V.

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              AAS
                CAPITAL CORPORATION

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              NOMADIC
                SPORT INC.

               

              By:
                /s/ Ronald J. Gardhouse

              Name:
                Ronald J. Gardhouse

              Title:
                EVP & Chief Financial Officer

            


    

    


    
      	
              SPORTRACK
                S.R.O.

               

              By:
                /s/ Michael Runte

              Name:
                Michael Runte

              Title:
                Managing Director

            


    

    



    
      
        


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              SPORTRACK
                IBERICA AUTOMOTIVE, S.L. UNIPERSONAL

               

              By:
                /s/ Michael Runte

              Name:
                Michael Runte

              Title:
                Managing Director

            


    

    


    
      	
              BRINK
                SVERIGE AB

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              BRINK
                U.K. LIMITED

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              BRINK
                NORDISK HOLDINGS APS

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              BRINK
                POLSKA SP Z.O.O.

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              BRINK
                FRANCE S.A.R.L.

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              ELLEBI
                S.R.L.

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    



    
      
        


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              NORDISK
                KOMPONENT HOLDINGS A/S

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              SOCIETE
                DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES SA

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              BRINK
                A/S

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              SCI
                L'ELMONTAISE

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    


    
      	
              CHAAS
                HOLDINGS II B.V.

               

              By:
                /s/ J. W. Rengelink

              Name:
                J. W. Rengelink

              Title:
                Chief Financial Officer

            


    

    



    
      
        


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    AGENT
      AND LENDERS:

    


    
      	
              GENERAL
                ELECTRIC CAPITAL CORPORATION,
                as Agent and a Lender

               

              By:
                /s/ Gerard M. Hanabergh 

              Name:
                Gerard M. Hanabergh 

              Title:
                Duly Authorized Signatory

               

            
	
              PB
                CAPITAL CORPORATION,
                as a Lender

               

              By:
                /s/ Jeffrey N. Frost

              Name:
                Jeffrey N. Frost

              Title:
                Managing Director

               

            
	
              COMERICA
                BANK,
                as a Lender

               

              By:
                /s/ Steven J. McCormack

              Name:
                Steven J. McCormack

              Title:
                Vice President