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                                                                 Exhibit 10.7(d)
                                                                  EXECUTION COPY

                                 AMENDMENT NO. 4
                          Dated as of December 31, 1997
                                       to
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                           Dated as of August 5, 1997

                  THIS AMENDMENT NO. 4 ("Amendment") is made as of December 31,
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
31, 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 Section 6.4(E) of the Credit Agreement is hereby amended
to add the following immediately at the end thereof:

                  "and provided further that for the fiscal quarter ending
                  December 31, 1997, the Leverage Ratio shall be calculated
                  including EBITDA for the business acquired by Ellebi S.r.l.
                  from Ellebi S.p.A for the four quarter period ending on such
                  day calculated on a pro forma basis using historical audited
                  and reviewed unaudited financial statements obtained from
                  Ellebi S.p.A."

                  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:


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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.

                  (b) As of December 31, 1997, (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.

                  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.



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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: Vice President

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

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

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

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

                                            BRINK INTERNATIONAL BV
                                              as a Borrower

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

                                            BRINK BV
                                              as a Borrower

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

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                                           NBD BANK
                                             as the Administrative Agent and
                                             the Documentation and Collateral
                                             Agent, and as a Lender

                                           By: /s/ William J. Maxbauer
                                              -----------------------------
                                           Name:  William J. Maxbauer
                                           Title: Vice President

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

                                           By: /s/ Andris G. Kalnins
                                              -----------------------------
                                           Name:  Andris G. Kalnins
                                           Title: Vice President

                                           FIRST UNION NATIONAL BANK
                                             as a Lender

                                           By: /s/ Mark B. Felke
                                              -----------------------------
                                           Name:  Mark B. Felke
                                           Title: Senior 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: /s/ W. Jeffrey Vollack
                                              -----------------------------
                                           Name:  W. Jeffrey Vollack
                                           Title: Senior Credit Officer
                                                  Senior Vice President


                                           By: /s/ M. Christina Debler
                                              -----------------------------
                                           Name:  M. Christina Debler
                                           Title: Vice President



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

                                            NATIONAL CITY BANK (CLEVELAND)
                                              as a Lender

                                            By: /s/ Marybeth S. Howe
                                               -----------------------------
                                            Name:  Marybeth S. Howe
                                            Title: Vice President

                                            COMERICA BANK
                                              as a Lender

                                            By: /s/ Mark B. Grover
                                               -----------------------------
                                            Name:  Mark B. Grover
                                            Title: Vice President

                                            VAN KAMPEN AMERICA CAPITAL
                                            PRIME RATE INCOME TRUST
                                              as a Lender

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

                                            DEBT STRATEGIES FUND, INC.
                                              as a Lender

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

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