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                                                                 Exhibit 10.7(c)
                                                                  EXECUTION COPY

                                 AMENDMENT NO. 3
                          Dated as of December 29, 1997
                                       to
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                           Dated as of August 5, 1997

                  THIS AMENDMENT NO. 3 ("Amendment") is made as of December 29,
1997 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 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 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 December
29, 1997 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 Article I of the Credit Agreement is hereby amended to
delete the definition of "AAS" now contained therein and to substitute therefor
the following definition:

                  "'AAS' means SportRack, LLC, a Delaware limited liability
         company (formerly known as Advanced Accessory Systems, LLC), and its
         successors and assigns, including a debtor-in-possession on behalf of
         AAS."

                  1.2 Article I of the Credit Agreement is hereby amended to
delete the definition of "Holdings" now contained therein and to substitute
therefor the following:

                  "'HOLDINGS' means Advanced Accessory Systems, LLC, a Delaware
         limited liability company (formerly known as AAS Holdings, LLC), and
         its successors and assigns, including a debtor-in-possession on behalf
         of Holdings."

                  1.3      Section 6.3(A)(f) of the Credit Agreement is hereby 
amended to add a new subsection (5) at the end thereof:
                                                        
         "and (5) Brink BV or Brink International to Brink Italia S.r.l. in an 
         amount not to exceed $22,000,000 or the Equivalent Amount thereof, 
         provided that if such 


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         Indebtedness is evidenced by a note, such note is pledged to the 
         Documentation and Collateral Agent to secure payment of Advances made 
         to non-U.S. Subsidiaries."

                  1.4 Section 6.3(D) of the Credit Agreement is hereby amended
to add a new subsection (xiii) at the end thereof:

                  (xiii) Investments made through a purchase of equity or as a
         contribution to capital by Brink BV or Brink International in Brink
         Italia S.r.l. provided that any such Investment shall not exceed
         $10,000,000 or the Equivalent Amount thereof."

                  1.5 Section 6.4(A) of the Credit Agreement is hereby amended
to add the following as a new last sentence at the end of the definition of
"Capital Expenditures":

         "No portion of the purchase of assets by Brink Italia S.r.l. from
         Ellebi S.p.A. shall be deemed to be a Capital Expenditure."

                  1.6 Schedule 5.8 of the Credit Agreement is hereby amended to 
add immediately at the end thereof the following:

         "Brink Italia S.r.l., an Italian corporation."

                  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 December 29, 1997, (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.

                  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.




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                  (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.


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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:  Terence C. Seikel
                                            Title: Attorney-in-Fact

                                            SPORTRACK, LLC
                                              as a Borrower
                                            By:  ADVANCED ACCESSORY SYSTEMS, LLC
                                                   Its Manager

                                            By: /s/ Terence C. Seikel
                                               -----------------------------
                                            Name:  Terence C. Seikel
                                            Title: Attorney-in-Fact

                                            VALLEY INDUSTRIES, LLC
                                              as a Borrower
                                            By: ADVANCED ACCESSORY SYSTEMS, LLC
                                                  Its Manager

                                            By: /s/ Terence C. Seikel
                                               -----------------------------
                                            Name:  Terence C. Seikel
                                            Title: Attorney-in-Fact


                                            BRINK INTERNATIONAL BV
                                              as a Borrower

                                            By: /s/ Terence C. Seikel
                                               -----------------------------
                                            Name:  Terence C. Seikel
                                            Title: Attorney-in-Fact

                                            BRINK BV
                                              as a Borrower

                                            By: /s/ Terence C. Seikel
                                               -----------------------------
                                            Name:  Terence C. Seikel
                                            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/ William Canney
                                               -----------------------------
                                            Name:  William Canney
                                            Title: Vice President

                                            THE CHASE MANHATTAN BANK
                                              as the Co-Administrative Agent and
                                              the Syndication Agent, and as a 
                                              Lender

                                            By: /s/ Thomas H. Kozlark
                                               -----------------------------
                                            Name:  Thomas H. Kozlark
                                            Title: Vice President

                                            FIRST UNION NATIONAL BANK
                                              as a Lender

                                            By: /s/ Mark M. Harden
                                               -----------------------------
                                            Name:  Mark M. Harden
                                            Title: Vice President


                                           THE BANK OF NOVA SCOTIA
                                             as a Lender

                                           By: /s/ F.C.H. Ashby
                                              -----------------------------
                                           Name:  F.C.H. Ashby
                                           Title: Senior Manager Loan Operations


                                           COOPERATIEVE CENTRALE
                                           RAIFFEISEN-BOERENLEENBANK
                                           B.A., "RABOBANK NEDERLAND",
                                           NEW YORK BRANCH
                                           as a Lender

                                           By:
                                              -----------------------------
                                           Name:
                                           Title:


                                           By:
                                              -----------------------------
                                           Name:
                                           Title:





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                                            LASALLE NATIONAL BANK
                                              as a Lender

                                            By: /s/ Thomas J. Ranville
                                               -----------------------------
                                            Name:  Thomas J. Ranville
                                            Title: Vice President


                                            MICHIGAN NATIONAL BANK
                                              as a Lender

                                            By: /s/ Mark W. Smits
                                               -----------------------------
                                            Name:  Mark W. Smits
                                            Title: Relationship Manager


                                            NATIONAL CITY BANK (CLEVELAND)
                                              as a Lender

                                            By:  
                                               -----------------------------
                                            Name: 
                                            Title: 

                                            COMERICA BANK
                                              as a Lender

                                            By: /s/ Beth A. Brockmann
                                               -----------------------------
                                            Name:  Beth A. Brockmann
                                            Title: Vice President

                                            VAN KAMPEN AMERICA CAPITAL
                                            PRIME RATE INCOME TRUST
                                              as a Lender

                                            By: /s/ Jeffrey W. Maillet
                                               -----------------------------
                                            Name:  Jeffrey W. Maillet
                                            Title: Sr. Vice Pres. & Director

                                            DEBT STRATEGIES FUND, INC.
                                              as a Lender

                                            By: /s/ Gilles Marchand
                                               -----------------------------
                                            Name:  Gilles Marchand, CFA
                                            Title: Authorized Signatory



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                                            SENIOR HIGH INCOME PORTFOLIO, INC.
                                              as a Lender

                                            By: /s/ Gilles Marchand
                                               -----------------------------
                                            Name:  Gilles Marchand, CFA
                                            Title: Authorized Signatory

                                            DEEPROCK & CO.
                                            By: Eaton Vance Management
                                                as Investment Advisor

                                                By: /s/ Payson F. Swaffield
                                                   -------------------------
                                                Name:  Payson F. Swaffield
                                                Title: Vice President

                                            SENIOR DEBT PORTFOLIO
                                            By: Boston Management and Research
                                                   as Investment Advisor

                                                By: /s/ Payson F. Swaffield
                                                   -------------------------
                                                Name:  Payson F. Swaffield 
                                                Title: Vice President      
                                                       
                                            MERRILL LYNCH DEBT STRATEGIES 
                                            PORTFOLIO
                                            By: Merrill Lynch Asset Management, 
                                                L.P., as Investment Advisor

                                                By: /s/ Gilles Marchand
                                                   -----------------------------
                                                Name:  Gilles Marchand, CFA
                                                Title: Authorized Signatory

                                            MERRILL LYNCH PRIME RATE PORTFOLIO
                                            By: Merrill Lynch Asset Management, 
                                                L.P., as Investment Advisor

                                                By: /s/ Gilles Marchand
                                                   -----------------------------
                                                Name:  Gilles Marchand, CFA
                                                Title: Authorized Signatory



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                                            SENIOR HIGH INCOME PORTFOLIO, INC.
                                              as a Lender

                                            By: /s/ Gilles Marchand
                                               -----------------------------
                                            Name:  Gilles Marchand, CFA
                                            Title: Authorized Signatory


                                            DEEPROCK & CO.
                                            By: Eaton Vance Management
                                                as Investment Advisor

                                                By: /s/ Payson F. Swaffield
                                                   -------------------------
                                                Name:  Payson F. Swaffield
                                                Title: Vice President     
                                                       
                                            SENIOR DEBT PORTFOLIO
                                            By: Boston Management and Research
                                                   as Investment Advisor

                                                By: /s/ Payson F. Swaffield
                                                   -------------------------
                                                Name:  Payson F. Swaffield
                                                Title: Vice President     

                                            MERRILL LYNCH DEBT STRATEGIES 
                                            PORTFOLIO
                                            By: Merrill Lynch Asset Management, 
                                                L.P., as Investment Advisor

                                                By: /s/ Gilles Marchand
                                                   -------------------------
                                                Name:  Gilles Marchand, CFA
                                                Title: Authorized Signatory
                                                       
                                            MERRILL LYNCH PRIME RATE PORTFOLIO
                                            By: Merrill Lynch Asset Management, 
                                                L.P., as Investment Advisor

                                                By: /s/ Gilles Marchand
                                                   -------------------------
                                                Name:  Gilles Marchand, CFA
                                                Title: Authorized Signatory

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