Exhibit 10.20


    CONSENT
      AND SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT
      AGREEMENT

     

    This
      Consent and Sixth Amendment to Amended and Restated Credit Agreement
      ("Amendment") is dated as of October 18, 2005, 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 an Amended and Restated Credit Agreement dated as of May 23, 2003,
      by and among Agent, the Lenders from time to time party thereto, Borrowers
      and
      the other Credit Parties from time to time party 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 meanings ascribed
      to
      such terms in the Credit Agreement), Agent and the Lenders agreed, subject
      to
      the terms and provisions thereof, to provide certain loans and other financial
      accommodations to Borrowers;

     

    WHEREAS,
      Borrowers
      desire to have European Borrower enter into the
      Management Option Subscription Agreement dated as of September 30, 2005 (the
      "Rengelik Subscription Agreement"), between European Borrower and Wim Rengelik,
      an individual, as optionholder ("Optionholder"), pursuant to which Optionholder
      will acquire options (the "Rengelik Options") to acquire an amount not in excess
      of 2,094 ordinary shares of European Borrower (the "Rengelik
      Option Purchase");

     

    WHEREAS,
      Borrowers desire to have European Borrower enter into the Option Repurchase
      Agreement dated as of September 30, 2005 (the "Rengelik Repurchase Agreement")
      between European Borrower and Optionholder, pursuant to which the Rengelik
      Options, subject to certain conditions and circumstances specified therein,
      are
      made subject to a right of repurchase by European Borrower or a right and
      obligation to transfer to an ultimate purchaser designated by European
      Borrower;

     

    WHEREAS,
      absent
      the consent of Agent and the Requisite Lenders, the consummation of the
Rengelik
      Option
      Purchase would violate the Credit Agreement, and accordingly Borrowers have
      requested that Agent and the Requisite Lenders consent to the issuance of the
      Rengelik
      Options
      and Rengelik
      Option
      Purchase; and

     

    WHEREAS,
      in addition to the foregoing, Borrowers have requested that Agent and the
      Requisite 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.  Consent.
      In
      reliance upon the representations and warranties set forth in Section 4 below
      and subject to the conditions to effectiveness set forth in Section 3 below,
      Agent and the Lenders signatory hereto hereby consent to the issuance of the
      Rengelik Options and the Rengelik Option Purchase in accordance with the
      Rengelik Option Purchase Documents (as defined below). The foregoing consent
      is
      a limited consent, which shall be effective only with respect to the specific
      facts set forth above. Such limited consent shall not be deemed to constitute
      a
      consent or waiver of any term, provision or condition of the Credit Agreement
      with respect to any transaction or circumstance other than the specific facts
      set forth above or to prejudice any right or remedy that Agent or Lenders may
      now have or may have in the future under or in connection with any of the Loan
      Documents.

     

    2.  Amendments
      to Credit Agreement.
      In
      reliance upon the representations and warranties set forth in Section 4 below
      and subject to the conditions to effectiveness set forth in Section 3 below,
      the
      Credit Agreement is hereby amended as follows: 

     

    (a)  The
      definition of "Change of Control" set forth in Annex A to the Credit Agreement
      is hereby amended by amending and restating clause (j) thereof, as
      follows:

     

    "or
      (j) (x)
      there
      exists a "Brink Change of Control" or "Consolidated Change of Control" each
      as
      defined in the Option Repurchase Agreement dated as of May 17, 2005 by and
      between European Borrower and Gerrit DeGraaf, as such agreement may be amended
      from time to time, solely to the extent such agreement remains in effect or
      (y)
      there exists a "Brink Change of Control" or "Consolidated Change of Control"
      each as defined in the Option Repurchase Agreement dated as of September 30,
      2005 by and between European Borrower and Wim Rengelik, as such agreement may
      be
      amended from time to time, solely to the extent such agreement remains in
      effect."

     

    3.  Conditions.
      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 Requisite
      Lenders;

     

    (b)  The
      Credit Parties shall have executed and delivered or shall have caused to be
      executed and delivered such other agreements, instruments and documents as
      Agent
      may reasonably request, each of which shall be in form and substance reasonably
      satisfactory to Agent;

     

    (c)  Agent
      shall have received a
      fully
      executed copy of each of the Rengelik Subscription Agreement, the Rengelik
      Repurchase Agreement and any of the other Rengelik Option Purchase Documents,
      if
      any (in each case including any schedules, exhibits, annexes and other
      attachments thereto), each of which shall be in form and substance reasonably
      satisfactory to Agent;

     

    (d)  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

     

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

     

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

     

    (a)  The
      execution, delivery and performance by each 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 any Credit Party,
      the articles of incorporation, by-laws or any other organizational document
      of
      any Credit Party, any order, judgment or decree of any court or governmental
      agency, or any agreement, instrument or document binding upon any 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 each 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)  Each
      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;

     

    (e)  The
      execution and performance of the Rengelik Option Purchase Documents and
      consummation of the Rengelik Option Purchase and the transactions contemplated
      thereby does not and will not (i) violate, contravene or conflict with any
      Contractual Obligation (including, without limitation, any provision of the
      Public Note Indenture, the Intermediate Holdings Note Indenture or the
      Subordinated Notes) of any Credit Party or (ii) cause or otherwise result in
      any
      prepayment of, redemption of, acceleration of or offer to purchase any amounts
      in respect of any Indebtedness (including, without limitation, the Public Note
      Debt, the Intermediate Holdings Note Debt or the Indebtedness evidenced by
      the
      Subordinated Notes); and

     

    (f)  Attached
      hereto as Exhibit A is a true, correct and complete executed copy of each of
      (i)
      the Rengelik Subscription Agreement and (ii) the Rengelik Repurchase Agreement,
      which such Borrower represents and warrants constitute all of the material
      agreements and material documents to be executed and/or delivered in connection
      with the Rengelik Option Purchase (collectively, the "Rengelik Option Purchase
      Documents").

     

    5.  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.

     

    6.  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.

     

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

     

    8.  Costs
      and Expenses.
      Each
      Borrower 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.

     

    [signature
      page follows]

     

    


     


    
      
        
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            487287.v02 3/17/06
            3:14 PM
            @FZR02!.DOC5107.017

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    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
                and CFO

               

            


    

    


    
      	
              VALLEY
                INDUSTRIES, LLC

               

               

               

               

               

              By:
                /s/
                Ronald J. Gardhouse

               

              Name:
                Ronald
                J. Gardhouse

               

              Title:
                EVP
                and CFO

               

            


    

    


    
      	
              BRINK
                INTERNATIONAL B.V. 

               

               

               

               

               

              By:
                /s/
                Gerrit de Graff

               

              Name:
                Gerrit
                de Graff

               

              Title:
                

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    OTHER
      CREDIT PARTIES:

    


    
      	
              CHAAS
                HOLDINGS, LLC

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              ADVANCED
                ACCESSORY HOLDINGS CORPORATION

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              CHAAS
                ACQUISITIONS, LLC

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              ADVANCED
                ACCESSORY SYSTEMS, LLC

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO:
                 

            


    

    


    
      	
              AAS
                ACQUISITIONS, LLC

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              CHAAS
                HOLDINGS B.V.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              SPORTRACK
                ACCESSORIES INC.

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              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
                and CFO 

            


    

    


    
      	
              CHAAS
                HOLDINGS III B.V.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff 

              Title:
                 

            


    

    


    
      	
              AAS
                CAPITAL CORPORATION

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              NOMADIC
                SPORT INC.

               

              By:
                /s/
                Ronald J. Gardhouse

              Name:
                Ronald
                J. Gardhouse

              Title:
                EVP
                and CFO 

            


    

    


    
      	
              SPORTRACK
                S.R.O.

               

              By:
                /s/
                Michael Runte

              Name:
                Michael
                Runte

              Title:
                Managing
                Director 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              SPORTRACK
                IBERICA AUTOMOTIVE, S.L. UNIPERSONAL

               

              By:
                /s/
                Michael Runte

              Name:
                Michael
                Runte

              Title:
                Managing
                Director 

            


    

    


    
      	
              BRINK
                SVERIGE AB

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              BRINK
                U.K. LIMITED

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              BRINK
                NORDISK HOLDINGS APS

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              BRINK
                POLSKA SP Z.O.O.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              BRINK
                FRANCE S.A.R.L.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              ELLEBI
                S.R.L.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              NORDISK
                KOMPONENT HOLDINGS A/S

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              SOCIETE
                DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES SA

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              BRINK
                TREKHAKEN B.V.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              BRINK
                A/S

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              SCI
                L'ELMONTAISE

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    


    
      	
              CHAAS
                HOLDINGS II B.V.

               

              By:
                /s/
                Gerrit de Graff

              Name:
                Gerrit
                de Graff

              Title:
                 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    AGENT
      AND LENDERS:

    


    
      	
              GENERAL
                ELECTRIC CAPITAL CORPORATION,
                as Agent and a Lender

               

              By:
                /s/
                Susan K. Staub

              Name:
                Susan
                K. Staub

              Title:
                Duly Authorized Signatory

               

            
	
              PB
                CAPITAL CORPORATION,
                as a Lender

               

              By:

              Name:

              Title:
                

               

            
	
              COMERICA
                BANK,
                as a Lender

               

              By:

              Name:

              Title:
                

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    The
      Rengelik Option Purchase Documents

    


    See
      attached