Exhibit 10.16










FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT







This
Fourth Amendment to Amended and Restated Credit Agreement ("Amendment") is dated
as of March 30, 2005, and is by and among General Electric Capital Corporation,
a Delaware corporation, individually as a the Lenders 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 4 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 June 30, 2004), 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 June 30, 2004
through and including the Fiscal Quarter ending December 31, 2004;

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

1.25 to
1.00 for the Fiscal Quarter ending June 30, 2005; and

1.25 to
1.00 for the Fiscal Quarter ending September 30, 2005."




(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:




1.25 to
1.00 for each Fiscal Quarter from the date hereof through and including the
Fiscal Quarter ending December 31, 2004;

1.75 to
1.00 for the Fiscal Quarter ending March 31, 2005;

1.75 to
1.00 for the Fiscal Quarter ending June 30, 2005;

1.50 to
1.00 for the Fiscal Quarter ending September 30, 2005; and

1.25 to
1.00 for each Fiscal Quarter ending thereafter."




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.










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3.   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.




4.   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); and




(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.




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.










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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 amended 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
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 Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 




	 	 	 
	 	
      VALLEY
      INDUSTRIES, LLC

	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 





 


	 	 	 
	 	
      BRINK
      INTERNATIONAL B.V. 

	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 
	 	








 



	 	 	 
	 	
      OTHER
      CREDIT PARTIES:

	 	 
	 	CHAAS HOLDINGS,
      LLC
	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 






 




		 	 
	 	
      
      ADVANCED
      ACCESSORY HOLDINGS
      CORPORATION


	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 




 







-5-












 




		 	 
	 	
      
      
      CHAAS
      ACQUISITIONS,
      LLC



	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 



		 	 
	 	
      
      
      ADVANCED
      ACCESSORY SYSTEMS,
      LLC



	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 



		 	 
	 	
      
      
      AAS
      ACQUISITIONS,
      LLC



	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 



		 	 
	 	
      
      
      CHAAS
      HOLDINGS
      B.V.



	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 



		 	 
	 	
      
      
      SPORTRACK
      ACCESSORIES
      INC.



	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 



		 	 
	 	
      
      
      SPORTRACK
      GMBH



	 
 	 
 	 
 
		By:  	/s/ Michael Runte 
	 	Name:	    Michael Runte 
	 	Title:	    Managing Director



 


		 	 
	 	
      
      
      VALTEK,
      LLC



	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 










 







-6-












 





		 	 
	 	
      
      
      
      CHAAS
      HOLDINGS III
      B.V.




	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	   




 



		 	 
	 	
      
      
      
      AAS
      CAPITAL
      CORPORATION




	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 


		 	 
	 	
      
      
      
      NOMADIC
      SPORT
      INC.




	 
 	 
 	 
 
		By:  	/s/ Ronald J Gardhoue 
	 	Name:	    Ronald J. Gardhouse 
	 	Title:	    Executive Vice President and Chief Financial
      Officer 



 




		 	 
	 	
      
      
      
      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/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 
	 



 


	 	 	 
	 	
      
      BRINK
      U.K.
  LIMITED


	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 
	 





 











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      BRINK
      NORDISK HOLDINGS
      APS



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      BRINK
      POLSKA SP
      Z.O.O.



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      BRINK
      FRANCE
      S.A.R.L.



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      ELLEBI
      S.R.L.



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      NORDISK
      KOMPONENT HOLDINGS
      A/S



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      SOCIETE
      DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES
      SA



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 


	 	 	 
	 	
      
      
      BRINK
      TREKHAKEN
      B.V.



	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 










 







-8-












 




	 	 	 
	 	
      
      
      
      BRINK
      A/S




	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      
      SCI
      L'ELMONTAISE




	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 



 



	 	 	 
	 	
      
      
      
      CHAAS
      HOLDINGS II
      B.V.




	 
 	 
 	 
 
		By:  	/s/ G de Graaf 
	 	Name:	    G de Graaf 
	 	Title:	    Chief Executive Officer 









 



	 	 	 
	 	
      
      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:  	/s/ Steven J McCormack
	 	Name:	    Steven J. McCormack
	 	Title:	    Vice President





 




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