Exhibit 10.15










CONSENT
AND THIRD AMENDMENT TO CREDIT AGREEMENT







This
Consent and Third Amendment to Credit Agreement ("Amendment") is dated as of
February 4, 2004, 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")
(SportRack US Borrower and Valley US Borrower are sometimes referred to herein
as the "US
Borrowers" and
individually as a "US
Borrower"), and
Brink 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 05041971 ("European
Borrower") (US
Borrowers and European Borrower are sometimes referred to herein as the
"Borrowers" and
individually as a "Borrower"), 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 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 (i) consent to (A) the formation
of Advanced Accessory Holdings Corporation, a Delaware corporation
("Intermediate Holdings"), a Wholly-Owned Subsidiary of CHAAS Holdings, LLC, a
Delaware limited liability company ("Ultimate Holdings"), (B) the transfer by
Ultimate Holdings of all of the issued and outstanding Stock of CHAAS
Acquisitions, LLC, a Delaware limited liability company ("Holdings"), to
Intermediate Holdings (the "Stock Transfer"), (C) the incurrence of Indebtedness
in a principal amount not to exceed $88,000,000 ("Note Debt") by Intermediate
Holdings pursuant to those certain Series A Notes and Series B Notes issued by
Intermediate Holdings ("Intermediate Holdings Public Notes") pursuant to that
certain Indenture dated as of February 4, 2004 ("Intermediate Holdings
Indenture") between Intermediate Holdings and BNY Midwest Trust Company, an
Illinois trust company, as trustee, (D) a distribution on the date hereof by
Intermediate Holdings to Ultimate Holdings, and a corresponding distribution on
the date hereof by Ultimate Holdings to its Stockholders, of an amount not to
exceed the net proceeds of the offering of the Note Debt (the "Note Debt
Distributions") and (E) the purchase, repayment or prepayment of certain
Indebtedness of the Credit Parties from the proceeds of the offering of the Note
Debt (the "Indebtedness Payment") and (ii) 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. Consents.




(a) Subject
to the satisfaction of the conditions precedent set forth in Section 3 of this
Amendment, and in reliance on the representations and warranties set forth in
Section 5 of this Amendment, and notwithstanding any provisions of the Credit
Agreement to the contrary, Agent and Lenders hereby consent to (A) the formation
of Intermediate Holdings, (B) the Stock Transfer, (C) the incurrence of the Note
Debt, (D) the making of the Note Debt Distributions and (E) the making of the
Indebtedness Payment. 




(b) The
foregoing consents are limited consents, which shall be effective only with
respect to the specific facts set forth above. Such limited consents 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. Subject
to the satisfaction of the conditions precedent set forth in Section 3 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
1.5(b) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




"(b)
Prepayments
from Currency Fluctuations. If at
any time when the Public Note Indenture or the Intermediate Holdings Note
Indenture is in effect the Dollar Equivalent of the outstanding amount of the
Loans exceeds US$60,000,000, the Loans must be repaid within two (2) Business
Days in an amount sufficient to eliminate any such excess; provided that such
prepayment shall not be required if prior to the end of such two (2) Business
Day period, and on each Funding Date thereafter that the Dollar Equivalent of
the outstanding amount of the Loans exceeds US$60,000,000 after giving effect to
such requested funding, the Borrower Representative has demonstrated to the
satisfaction of Agent (including without limitation by delivering officer
certificates and calculations that the Agent may reasonably request in
connection therewith) that all of such Loans and all of the Liens of Agent and
the Lenders securing such Loans are permitted pursuant to each of the Public
Note Indenture and the Intermediate Holdings Note Indenture. In the event of any
repayment required under this clause (b), the Borrowers may elect which Loans
are so repaid."

 







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





"(d)
Prepayments
from Issuance of Securities/Subordinated Ultimate Holdings PIK
Debt.
Immediately upon the receipt by any Credit Party of the proceeds of the issuance
of Stock or Subordinated Ultimate Holdings PIK Debt (other than (1) proceeds of
the issuance of Stock by Ultimate Holdings received on or before the Closing
Date, (2) proceeds from the issuance of Stock (or options therefor) to
employees, consultants, agents, officers and directors of Ultimate Holdings or
any Borrower, (3) in connection with the consummation of a Permitted
Acquisition, proceeds from the issuance of equity securities or Subordinated
Ultimate Holdings PIK Debt used on or around the date of such issuance to
purchase the Target of such Permitted Acquisition, (4) proceeds of the issuance
of Stock to any Borrower or any Subsidiary of any Borrower and (5) proceeds of
the issuance of equity securities, to the extent not prohibited by this
Agreement and the other Loan Documents, of a Credit Party (A) to CHP or other
investors other than pursuant to a public offering of equity securities or (B)
after the Term Loans have been repaid in full (provided that such requirement
that the Term Loans must have been so repaid in full may be waived by Agent),
pursuant to a public offering of equity securities to the extent proceeds are
used within ninety (90) days of such public offering to prepay or redeem the
Public Note Debt or the Intermediate Holdings Note Debt in accordance with
Section
3.5(c)),
Borrowers shall prepay the Loans in an amount equal to seventy percent (70%) of
such proceeds, net of underwriting discounts and commissions and other
reasonable costs associated therewith. The payment shall be applied in
accordance with Section
1.5(e)(i), or as
otherwise may be agreed by Requisite Lenders."




(c) Clause
(a)(ii) of the first sentence of Section 2.1 of the Credit Agreement is amended
and restated in its entirety as follows:




"(ii) the
obligations, covenants and conditions contained in all Contractual Obligations
(including, without limitation, the Public Note Indenture and the Intermediate
Holdings Note Indenture) of such Credit Party or any of its Subsidiaries other
than those laws, rules, regulations, orders and provisions of such Contractual
Obligations the noncompliance with which could not be reasonably expected to
have, either individually or in the aggregate, a Material Adverse
Effect,"




(d) Clause
(i) of the third sentence of Section 2.1 of the Credit Agreement is hereby
amended and restated in its entirety as follows:










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"(i) is
in compliance and each of its Subsidiaries is in compliance with the
requirements of all applicable laws, rules, regulations and orders of any
Governmental Authority and the obligations, covenants and conditions contained
in all Contractual Obligations other than those laws, rules, regulations, orders
and provisions of such Contractual Obligations (including, without limitation,
the Public Note Indenture and the Intermediate Holdings Note Indenture) the
noncompliance with which could not be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect,"




(e) Clause
(i) of Section 2.7(c) of the Credit Agreement is amended and restated in its
entirety as follows: 




"(i)
cause each Person other than any Non-Credit Party Subsidiary, upon its becoming
a Subsidiary of such Credit Party (provided that this shall not be construed to
constitute consent by any of the Lenders to any transaction not expressly
permitted by the terms of this Agreement), promptly to guaranty the Obligations
(provided that any guaranty by a Non-US Credit Party shall be limited to the
European Obligations and shall only be required to the extent permitted by law)
and to grant to Agent, for the benefit of Agent and Lenders, a security interest
in the real, personal and mixed property of such Person to secure the
Obligations (provided that any such grant by any Non-US Credit Party shall only
secure the European Obligations) and"




(f) Clause
(vi) of Section 3.1(b) of the Credit Agreement is hereby amended and restated in
its entirety as follows:




"(vi)
European Borrower to US Borrowers or Wholly-owned US Subsidiaries of US
Borrowers (and to the extent expressly consented to in any Inter-Subsidiary Loan
Notice, any Wholly-owned Subsidiary of European Borrower to US Borrowers or any
Wholly-owned US Subsidiary of US Borrowers) to fund working capital and general
corporate needs of such Persons in the ordinary course of business in an
aggregate amount not to exceed the Dollar Equivalent of US$5,000,000 at any time
outstanding reduced by the aggregate amount invested pursuant to Section 3.3(d) which is
applicable to this clause (vi) (additionally, to the extent that after giving
effect to any payment under the Public Note Indenture or the Intermediate
Holdings Note Indenture permitted by Section
3.5(c), US
Borrowing Availability plus the aggregate amount of cash and Cash Equivalents on
hand of Ultimate Holdings, Intermediate Holdings, Holdings, US SportRack
Holdings, US Borrowers and the Subsidiaries of US Borrowers would be less than
the Dollar Equivalent of US$12,500,000, European Borrower may make a loan to
Holdings or Intermediate Holdings, as applicable, on the date such payment is
due in the amount by which such Availability plus such amount of cash and Cash
Equivalents is less than the Dollar Equivalent of US$12,500,000; provided that
such intercompany loan shall be repaid as soon as practicable after, and to the
extent that (after giving effect to such repayment), such Availability plus the
amount of such cash and Cash Equivalents exceeds the Dollar Equivalent of
US$12,500,000);" 










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(g) Section
3.1(d) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




"(d) the
Public Note Debt or the Intermediate Holdings Note Debt;"




(h) Clause
(i) of Section 3.2(b) of the Credit Agreement is hereby amended and restated in
its entirety as follows:




"(i)
pursuant to the terms of the Public Note Indenture or the Intermediate Holdings
Note Indenture,"




(i) Clause
(iv)(B) of Section 3.2(c) of the Credit Agreement is hereby amended and restated
in its entirety as follows:




"(B) in
the Public Note Indenture or the Intermediate Holdings Note
Indenture,"




(j) Section
3.4(h) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




"(h)
those incurred with respect to Indebtedness permitted by Section
3.1 provided
that (i) any such Contingent Obligation is subordinated to the Obligations to
the same extent, if any, as the Indebtedness to which it relates is subordinated
to the Obligations, (ii) no Non-US Credit Party shall have any Contingent
Obligation with respect to the Public Note Debt, (iii) no Credit Party shall
have any Contingent Obligation with respect to the Subordinated Seller PIK Note
Debt or the Seller Contingent Payment Debt except to the extent such Credit
Party is permitted to have any Contingent Obligations with respect to the Public
Note Debt as provided in the foregoing clause (ii), (iv) no Credit Party other
than Ultimate Holdings shall have any Contingent Obligation with respect to the
Subordinated Ultimate Holdings PIK Debt, and (v) no Credit Party shall have any
Contingent Obligation with respect to any Indebtedness of any Unrestricted
Subsidiary, Non-Credit Party Subsidiary or with respect to any Indebtedness of
Intermediate Holdings, other than with the prior written consent of the
Requisite Lenders;" 




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










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"(c) the
US Credit Parties may make mandatory payments required under the Public Note
Indenture and the Intermediate Holdings Note Indenture, including without
limitation, (i) regularly scheduled semi-annual interest payments on the Initial
Public Notes on June 15 and December 15 of each year (commencing with December
15, 2003), (ii) Permitted Prepayments of the Public Note Debt and the
Intermediate Holdings Note Debt and (iii) mandatory repurchases on the Public
Note Debt pertaining to Asset Dispositions pursuant to Sections 3.10 and 4.10 of
the Initial Public Note Indenture and mandatory repurchases on the Intermediate
Holdings Note Debt pertaining to Asset Dispositions pursuant to Sections 3.10
and 4.10 of the Initial Public Note Indenture; notwithstanding the foregoing, no
such mandatory repurchases (or any offer to make such repurchases) on the Public
Note Debt or the Intermediate Holdings Note Debt are permitted prior to the date
that all of the Term Loans have been paid in full; "




(l) Section
3.6(d) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




"(d)
acquire by purchase or otherwise all or any substantial part of the business or
assets of any other Person except Intermediate Holdings may acquire Non-Credit
Party Subsidiaries so long as, at the time of the acquisition of any Non-Credit
Party Subsidiary, each representation or warranty contained in Section 5.21 is
true and correct with respect to such Non-Credit Party Subsidiary."




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



 

"Section
3.10. Changes
Relating to Indebtedness; Etc.




The
Credit Parties shall not and shall not cause or permit their Subsidiaries to
directly or indirectly change or amend the terms of any of the documents
evidencing the Subordinated Debt or the Seller Contingent Payment Debt or the
Public Note Debt or the Intermediate Holdings Note Debt or any earnout
(including without limitation any Permitted Acquisition Earnout) (collectively,
the "Restricted
Items"), if
the effect of such amendment is to: (a) increase the interest rate or other
amounts payable with respect to such Restricted Item; (b) change the dates upon
which payments of principal, interest or other amounts are due on such
Restricted Item or change the principal amount of such Restricted Item (other
than changes that would extend the maturity or date of such principal, interest
or other amounts or reduce the amount of such payment); (c) add or make more
restrictive any event of default or covenant with respect to such Restricted
Item; (d) change the redemption or prepayment provisions of such Restricted
Item; (e) change the subordination provisions thereof (or the subordination
terms of any guaranty thereof); (f) change or amend any other term if such
change or amendment would materially increase the obligations of the obligor or
confer additional material rights on the holder of such Restricted Item in a
manner adverse to any Credit Party or Lenders; or (g) increase the portion of
interest payable in cash with respect to any Restricted Item for which interest
is payable by the issuance of payment-in-kind notes or is permitted to accrue.
Notwithstanding the foregoing, the Subordinated Seller Contingent Payment Notes
may be amended pursuant to and in accordance with the provisions of Section 6.1
thereof and the Subordinated Seller PIK Notes may be amended pursuant to and in
accordance with the provisions of Section 6.1 thereof."










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




"Section
3.13. Subsidiaries.




The
Credit Parties shall not and shall not cause or permit their Subsidiaries to
directly or indirectly establish, create or acquire any new Subsidiary, except
(i) with the prior written consent of Agent, which such consent shall not be
unreasonably withheld, (ii) that a Borrower or any of its Subsidiaries may
establish, create or acquire Subsidiaries to consummate a Permitted Acquisition
or (iii) Intermediate Holdings may establish, create or acquire Non-Credit Party
Subsidiaries so long as, at the time of the establishment, creation or
acquisition of any Non-Credit Party Subsidiary, each representation or warranty
contained in Section 5.21 is true and correct with respect to such Non-Credit
Party Subsidiary.”




(o) The
Credit Agreement is hereby amended by adding a new Section 3.20 as
follows:




"Section
3.20. Non-Credit
Party Subsidiaries.




Notwithstanding
anything to the contrary contained herein, in no event shall any Credit Party
incur any Indebtedness from, make any Investment in or make any Restricted
Payment to any Non-Credit Party Subsidiary, except Credit Parties may make the
following Investments or Restricted Payments to Non-Credit Subsidiaries: (i)
concurrently upon receipt of capital contribution funds from its Stockholders,
Ultimate Holdings may further contribute such funds to Intermediate Holdings as
capital contributions or intercompany loans and Intermediate Holdings may
further contribute such funds to Non-Credit Party Subsidiaries as capital
contributions or intercompany loans and (ii) Intermediate Holdings may make
capital contributions to Non-Credit Party Subsidiaries in an aggregate amount
not to exceed $1,000 in connection with the initial organization and
capitalization of Non-Credit Party Subsidiaries.”




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




"Accountants'
Reports.
Promptly upon receipt thereof, Borrower Representative will deliver copies of
all significant reports submitted by Borrowers' firm of certified public
accountants (or the equivalent of certified public accountants) in connection
with each annual, interim or special audit or review of any type of the
Financial Statements or related internal control systems of Ultimate Holdings,
Intermediate Holdings, Holdings, Borrowers or their Subsidiaries made by
such accountants, including any significant comment letter submitted by such
accountants to management in connection with their services."










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(q) Section
4.8(i) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




"(i) SEC
Filings, Press Releases and Public Notes Deliveries.
Promptly upon their becoming available, Borrower Representative will deliver
copies of (1) all Financial Statements, reports, notices and proxy statements
sent or made available by Ultimate Holdings, Intermediate Holdings, Holdings,
Borrowers or any of their Subsidiaries to their Stockholders, (2) all regular
and periodic reports and all registration statements and prospectuses, if any,
filed by Ultimate Holdings, Intermediate Holdings, Holdings, Borrowers or any of
their Subsidiaries with any securities exchange or with the Securities and
Exchange Commission, or any material reports, statements and prospectuses, if
any, filed with any other Governmental Authority, (3) all material press
releases made available by Ultimate Holdings, Intermediate Holdings, Holdings,
Borrowers or any of their respective Subsidiaries to the public concerning
developments in the business of any such Person and (4) all notices,
certificates (including, without limitation, the items required under Section
4.4 of the Initial Public Note Indenture or Section 4.4 of the Initial
Intermediate Holdings Note Indenture) or reports sent or received by any Credit
Party in connection with the Public Notes or the Intermediate Holdings
Notes."




(r) Section
4.8(l) of the Credit Agreement is hereby amended and restated in its entirety as
follows:




"(l) Notice
of Corporate and other Changes/Updates to Representations and Warranties Tied to
the Closing Date/"Unrestricted Subsidiary" Under the Initial Public Note
Indenture.
Borrower Representative shall provide prompt written notice of (1) any material
change after the Closing Date in the authorized and issued Stock of any Credit
Party or any Subsidiary of any Credit Party or any material amendment to its
articles or certificate of incorporation, articles of association, by-laws,
partnership agreement or other organizational documents, (2) any Subsidiary
created or acquired by any Credit Party or any of its Subsidiaries after the
Closing Date, such notice, in each case, to identify the applicable
jurisdictions, capital structures or Subsidiaries, as applicable, (3) any event
that would cause any of the representations and warranties made under any of
Sections 5.7, 5.13 (provided that solely with respect to this clause (3), all
references in Section 5.13 to "in excess of the Dollar Equivalent of US$100,000
in the aggregate" 










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shall be
deemed replaced by a reference to "in a Material Adverse Effect") and 5.16 to be
inaccurate or incomplete assuming such representations and warranties were made
as of the current date rather than as of the Closing Date. Borrower
Representative shall provide written notice, at least once each calendar quarter
of any event that would cause any of the representations and warranties made
under any of Sections 5.4(b), 5.8 and 5.12 (provided such notice pertaining to
Section 5.12 shall only be required to the extent that a similar notice is not
otherwise required by the terms of this Agreement or any other Loan Document, in
which case the terms of such similar notice requirement shall govern) to be
inaccurate or incomplete assuming such representations and warranties were made
as of the current date rather than as of the Closing Date, (4) any Credit Party
becoming an "Unrestricted Subsidiary" as defined in the Initial Public Note
Indenture and (5) any Credit Party becoming an "Unrestricted Subsidiary" as
defined in the Initial Intermediate Holdings Note Indenture. The foregoing
notice requirements set forth in the previous two sentences shall not be
construed to constitute consent by any of the Lenders to any transaction
referred to therein which is not expressly permitted by the terms of this
Agreement."




(s) The
Credit Agreement is hereby amended by adding a new Section 5.21 as
follows:




"Section
5.21 Non-Credit
Party Subsidiaries.




(a) (i)
No more than 10% of any Non-Credit Party Subsidiary's senior Operational
Management and no more than 5% of any Non-Credit Party Subsidiary's Operational
Management other than senior Operational Management has at any time within the
past twelve months been employed by or has rendered any management, consulting
or other similar services for any Credit Party, (ii) no more than 10% of any
Non-Credit Party Subsidiary's senior Operational Management and no more than 5%
of any Non-Credit Party Subsidiary's Operational Management other than senior
Operational Management is currently employed by or rendering any management,
consulting or other similar services for any Credit Party and (iii) no more than
10% of any Credit Party's senior Operational Management and no more than 5% of
any Credit Party's Operational Management other than senior Operational
Management is currently employed by or rendering any management, consulting or
other similar services for any Non-Credit Party Subsidiary. 










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(b) No
Non-Credit Party Subsidiary uses any operating facility that has been in the
past twelve months or is currently used by any Credit Party ("Credit Party
Facilities"); provided, that a Non-Credit Party Subsidiary may use a Credit
Party Facility so long as (i) all such Credit Party Facilities used by any
Non-Credit Party Subsidiary constitute less than 10% of the square footage of
all such Non-Credit Party's operating facilities, (ii) such Credit Party
Facilities are used for less than 10% of such Non-Credit Party's production and
less than 10% of such Non-Credit Party's other operations and (iii) the
production and other operations of any Non-Credit Party at any Credit Party
Facility are separate from the production and other operations of any Credit
Party at such Credit Party Facility and the portion of any Credit Party Facility
used by a Non-Credit Party is not used by any Credit Party. 




(c) Each
Non-Credit Party Subsidiary maintains accounting functions, human resource
personnel and systems, cash management systems, sales and distribution personnel
and systems and information and technology systems (collectively, "Operational
Systems”) separate from those of the Credit Parties, no Credit Party shares or
otherwise utilizes any Non-Credit Party's Operational Systems; provided,
however, that nothing in this clause (c) shall prevent any Non-Credit Party
Subsidiary from sharing information generated by such Operational Systems with
any Credit Party to the extent necessary or appropriate. 




(d) No
Non-Credit Party Subsidiary shares or otherwise utilizes any Credit Party's
Operational Systems; provided, however, that nothing in this clause (d) shall
prevent any Non-Credit Party Subsidiary from sharing information generated by
such Operational Systems with any Credit Party to the extent necessary or
appropriate. 




(e) No
Non-Credit Party Subsidiary primarily engages in the primary business engaged in
by any Credit Party, it being understood that no Non-Credit Party Subsidiary
shall be deemed to be engaging in the primary business engaged in by any Credit
Party solely as a result of such Non-Credit Party Subsidiary engaging in a
business in the automotive accessories market.”




(t) Clause
(3) of Section 6.1(b) of the Credit Agreement is hereby amended and restated in
its entirety as follows:




"(3) the
occurrence of any "Event of Default" as defined in the Initial Public Note
Indenture or any similar event pertaining to any Refinanced Public Note Debt or
the occurrence of any "Event of Default" as defined in the Initial Intermediate
Holdings Note Indenture or any similar event pertaining to any Refinanced
Intermediate Holdings Note Debt; or"




(u) Section
6.1(m) of the Credit Agreement is hereby amended and restated in its entirety as
follows:










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"(m) Business
Activities. (1)
Ultimate Holdings engages in any type of business activity other than the
ownership of Stock of Intermediate Holdings and performance of its obligations
under the Related Transaction Documents to which it is a party and activities
reasonably related thereto in its capacity as a passive holding company, (2)
Intermediate Holdings engages in any type of business activity other than the
ownership of Stock of Holdings and Non-Credit Party Subsidiaries and performance
of its obligations under the Related Transaction Documents to which it is a
party and activities reasonably related thereto in its capacity as a passive
holding company, (3) Holdings engages in any type of business activity other
than the ownership of Stock of US SportRack Holdings, Valley US Borrower and
European US Holdings and activities reasonably related thereto in its capacity
as a passive holding company, (4) US SportRack Holdings engages in any type of
business activity other than the ownership of Stock of SportRack US Borrower and
activities reasonably related thereto in its capacity as a passive holding
company, (5) European US Holdings engages in any type of business activity other
than the ownership of Stock of European First Tier Dutch Holdings and activities
reasonably related thereto in its capacity as a passive holding company, (6)
European First Tier Dutch Holdings engages in any type of business activity
other than the ownership of Stock of European Second Tier Dutch Holdings prior
to the European Mergers, ownership of Stock of European Borrower after the
European Mergers, and activities reasonably related thereto in its capacity as a
passive holding company, or (7) prior to the European Mergers, European Second
Tier Dutch Holdings engages in any type of business activity other than the
ownership of Stock of European Borrower or ownership of Stock of CHAAS Holdings
II B.V.; or"




(v) Section
6.1 of the Credit Agreement is hereby amended by deleting the period and adding
a semi-colon and the word "or" at the end of clause (o) and by adding a new
clause (p) thereto as follows:




"(p) Non-Credit
Party Subsidiary.





(1) (i)
For a period in excess of 90 days: (A) more than 10% but less than 20% of any
Non-Credit Party Subsidiary's senior Operational Management have at any time
within the past twelve months been employed by or rendered any management,
consulting or other similar services for any Credit Party, (B) more than 5% but
less than 10% of any Non-Credit Party Subsidiary's Operational Management other
than senior Operational Management have at any time within the past twelve
months been employed by or rendered any management, consulting or other similar
services for any Credit Party, (C) more than 10% but less than 20% of any Credit
Party's senior Operational Management becomes employed by or renders any
management, consulting or other similar services for any Non-Credit Party
Subsidiary, or (D) more than 5% but less than 10% of any Credit Party's
Operational Management other than senior Operational Management becomes employed
by or renders any management, consulting or other similar services for any
Non-Credit Party Subsidiary, or (ii) (A) 20% or more of any Non-Credit Party
Subsidiary's senior Operational Management have at any time within the past
twelve months been employed by or rendered any management, consulting or other
similar services for any Credit Party or (B) 10% or more of any Non-Credit Party
Subsidiary's Operational Management other than senior Operational Management
have at any time within the past twelve months been employed by or rendered any
management, consulting or other similar services for any Credit Party, (C) 20%
or more of any Credit Party's senior Operational Management becomes employed by
or renders any management, consulting or other similar services for any
Non-Credit Party Subsidiary or (D) 10% or more of any Credit Party's Operational
Management other than senior Operational Management becomes employed by or
renders any management, consulting or other similar services for any Non-Credit
Party Subsidiary; 










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(2) any
Non-Credit Party Subsidiary uses any Credit Party Facility; provided, that a
Non-Credit Party Subsidiary may use a Credit Party Facility so long as (i) all
such Credit Party Facilities used by any Non-Credit Party Subsidiary constitute
less than 10% of the square footage of all such Non-Credit Party's operating
facilities, (ii) such Credit Party Facilities are used for less than 10% of such
Non-Credit Party's production and less than 10% of such Non-Credit Party's other
operations and (iii) the production and other operations of any Non-Credit Party
at any Credit Party Facility are separate from the production and other
operations of any Credit Party at such Credit Party Facility and the portion of
any Credit Party Facility used by a Non-Credit Party is not used by any Credit
Party; 




(3) any
Non-Credit Party Subsidiary fails to maintain Operational Systems separate from
those of the Credit Parties, any Credit Party shares or otherwise utilizes any
Non-Credit Party's Operational Systems or any Non-Credit Party Subsidiary shares
or otherwise utilizes any Credit Party's Operational Systems; provided, however,
that nothing in this clause (3) shall prevent any Non-Credit Party Subsidiary
from sharing information generated by such Operational Systems with any Credit
Party to the extent necessary or appropriate; or 




(4) any
Non-Credit Party Subsidiary primarily engages in the primary business engaged in
by any Credit Party, it being understood that no Non-Credit Party Subsidiary
shall be deemed to be engaging in the primary business engaged in by any Credit
Party solely as a result of such Non-Credit Party Subsidiary engaging in a
business in the automotive accessories market"




(w) Clause
(i) of the definition of "Change of Control" set forth in Annex A to the Credit
Agreement is hereby amended and restated in its entirety as
follows:




"(i)
there exists a "Change of Control" as defined in the Initial Public Note
Indenture or any similar event with respect to any Refinanced Public Note Debt
or a "Change of Control" as defined in the Initial Intermediate Holdings Note
Indenture or any similar event with respect to any Refinanced Intermediate
Holdings Note Debt."










-12-















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




"
'Credit
Parties' means
Ultimate Holdings, Intermediate Holdings, Holdings, European US Holdings,
Borrowers, and each of their respective Subsidiaries (other than Non-Credit
Party Subsidiaries) and each other Person who executes the Agreement as a
"Credit Party" or a Guaranty or who grants a Lien on all or part of its assets
to secure all or any part of the Obligations." 




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




"
'Guarantors' means
Ultimate Holdings, Intermediate Holdings, Holdings, European Holdings, US
SportRack Holdings, each US Subsidiary of each Borrower, and, subject to
Section
2.7(d), each
Non-US Subsidiary of each Borrower (it being understood each such Non-US
Subsidiary only guarantees the European Obligations), and each other Person, if
any, that executes a guaranty or other similar agreement in favor of Agent, for
itself and the ratable benefit of Lenders, in connection with the transactions
contemplated by the Agreement and the other Loan Documents."




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




"
'Immaterial
Credit Party' means
any Subsidiary of a Borrower (i) which is not material to the operations of
SportRack US Borrower and its Subsidiaries taken as a whole, Valley US Borrower
and its Subsidiaries taken as a whole or European Borrower or its Subsidiaries
taken as a whole, (ii) which at no time during any twelve month consecutive
period during the twenty-four months then ended had (x) gross revenue in excess
of the Dollar Equivalent of US$10,000,000, (y) EBITDA in excess of the Dollar
Equivalent of US$2,000,000 or (z) assets with an aggregate fair market or book
value in excess of the Dollar Equivalent of US$2,500,000, (iii) which is not a
"Significant Subsidiary" as defined in the Initial Public Note Indenture or any
term with respect to any Refinanced Public Note Debt and (iv) which is not a
"Significant Subsidiary" as defined in the Initial Intermediate Holdings Note
Indenture or any term with respect to any Refinanced Intermediate Holdings Note
Debt."




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










-13-















"
'Restricted
Payment' means,
with respect to any Credit Party (a) the declaration or payment of any dividend
by such Credit Party in respect to its Stock or the incurrence by such Credit
Party of any liability to make any other payment or distribution of cash or
other property or assets in respect of its Stock; (b) any payment by such Credit
Party on account of the purchase, redemption, defeasance, sinking fund or other
retirement of such Credit Party's Stock or any other payment or distribution
made in respect thereof, either directly or indirectly; (c) any payment or
prepayment of principal of, premium, if any, or interest, fees or other charges
or amounts on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with
respect to, any Subordinated Debt, any Seller Contingent Payment Debt, any
Permitted Acquisition Earnout or any other earnout, or any Public Note Debt or
any Intermediate Holdings Note Debt; (d) any payment made to redeem, purchase,
repurchase or retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire Stock of such Credit Party now or hereafter
outstanding; (e) any payment of a claim to a Stockholder of any Credit Party for
the rescission of the purchase or sale of, or for material damages arising from
the purchase or sale of, any shares of such Credit Party's Stock or of a claim
for reimbursement, indemnification or contribution arising out of or related to
any such claim for damages or rescission; (f) any payment, loan, contribution,
or other transfer of funds or other property to any Stockholder of such Credit
Party as such, other than payments in the ordinary course of business of such
Credit Party and payments in respect of which such Credit Party receives fair
consideration or reasonably equivalent value; (g) any payment of management fees
(or other fees of a similar nature) or out-of-pocket expenses in connection
therewith by such Credit Party to any Stockholder of such Credit Party or its
Affiliates and (h) any payment, loan, contribution or other transfer of funds to
any Non-Credit Party Subsidiary."




(bb) The
definition of "Subsidiary" set forth in Annex A to the Credit Agreement is
hereby amended by adding the following sentence at the end thereof as
follows:




"Notwithstanding
anything to the contrary contained herein, the term "Subsidiary" or
"Subsidiaries" shall not include any Non-Credit Party Subsidiary."




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




"
'Initial
Intermediate Holdings Note Debt' means
Indebtedness of Intermediate Holdings evidenced by the Initial Intermediate
Holdings Notes.




'Initial
Intermediate Holdings Note Indenture' means
that certain Indenture dated as of February 4, 2004 between Intermediate
Holdings and BNY Midwest Trust Company as trustee. 




'Initial
Intermediate Holdings Notes' means
those certain Series A Notes and Series B Notes issued by Intermediate Holdings
pursuant to the Initial Intermediate Holdings Note Indenture in an aggregate
principal amount of US$88,000,000. "










-14-















'Intermediate
Holdings' means
Advanced Accessory Holdings Corporation, a Delaware corporation.




'Intermediate
Holdings Note Debt' means
the Initial Intermediate Holdings Note Debt or the Refinanced Intermediate
Holdings Note Debt, as applicable. 




'Intermediate
Holdings Note Indenture' means
the Initial Intermediate Holdings Note Indenture or the Refinanced Intermediate
Holdings Note Indenture, as applicable.




'Intermediate
Holdings Notes' means
the Initial Intermediate Holdings Notes or the Refinanced Intermediate Holdings
Notes, as applicable.




'Non-Credit
Party Subsidiary' means a
Person formed, created or acquired after February 4, 2004 that is (i) a
Subsidiary of Intermediate Holdings but not a Subsidiary of any Subsidiary of
Intermediate Holdings that is a Credit Party and (ii) designated in a written
notice by Borrower Representative to Agent at the time of the creation,
formation or acquisition of such Subsidiary as a "Non-Credit Party Subsidiary"
for the purposes of the Agreement.




"Operational
Management" means,
with respect to any Person, management that is involved in the day-to-day
affairs of such Person.




'Refinanced
Intermediate Holdings Note Debt' means
Indebtedness of Intermediate Holdings that refinances the Initial Intermediate
Holdings Note Debt in whole or in part so long as such Indebtedness that
refinances the Initial Intermediate Holdings Note Debt (i) is in the principal
amount not to exceed the then outstanding Accreted Value (as defined in the
Initial Intermediate Holdings Note Indenture) of, and accrued but unpaid
interest owing on, the Initial Intermediate Holdings Note Debt that is then
being refinanced, (ii) has an interest rate of 13.25% per annum
or less, (iii) other than any mandatory prepayments or redemptions set forth in
the Initial Intermediate Holdings Note Indenture as in effect on February 4,
2004, does not have any principal payments or redemptions scheduled to be due
until the latest of (x) December 15, 2011, (y) one year after the date specified
in clause (a) of the definition of US Commitment Termination Date and (z) one
year after the date specified in clause (a) of the definition of European
Commitment Termination Date, (iv) does not have any cash interest payments
scheduled to be due prior to June 15, 2008, (v) has representations, warranties,
covenants, defaults and other terms and conditions which are no more onerous to
any Credit Party than those contained in this Agreement (and with appropriate
cushions with respect to financial covenants between a senior secured facility,
on the one hand, and a subordinated facility or a senior unsecured facility, on
the other hand), (vi) is unsecured, (vii) is not guarantied in any respect by
any Credit Party except to the extent (A) the Requisite Lenders had consented in
accordance with the terms of this Agreement to the guaranty of the Initial
Intermediate Holdings Note Debt and the Initial Intermediate Holdings Note Debt
was so guaranteed or (B) otherwise previously agreed to in writing by the
Requisite Lenders, (viii) would have been permitted by Section
3.10 if such
refinancing would have been effectuated by an amendment of the Initial
Intermediate Holdings Note Debt and (ix) is otherwise reasonably acceptable to
Agent.










-15-















'Refinanced
Intermediate Holdings Note Indenture' means
the indenture, if any, or any other agreement or instrument entered into by
Intermediate Holdings in connection with the Refinanced Intermediate Holdings
Note Debt, if any.




'Refinanced
Intermediate Holdings Notes' means
those certain unsecured promissory notes, if any, issued in connection with the
Refinanced Intermediate Holdings Note Debt, if any."




(dd) Each
reference to the term "Initial Public Debt" contained in the Credit Agreement is
hereby deleted and reference to the term "Initial Public Note Debt" is inserted
in lieu thereof.




(ee) Each
reference to the term "Refinanced Public Debt" contained in the Credit Agreement
is hereby deleted and reference to the term "Refinanced Public Note Debt" is
inserted in lieu thereof.




(ff) The table
captioned "INDEBTEDNESS (Section 3.1)" set forth as a portion of Exhibit 4.6(n)
of the Credit Agreement is hereby amended and restated as set forth on Exhibit B
attached hereto.




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




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




(b) Agent
shall have received an executed copy of the Intermediate Holdings Indenture
and each
other agreement, document and instrument executed by Intermediate Holdings
and/or any other Credit Party in connection therewith, each of which shall be in
form and substance satisfactory to Agent, in Agent's sole discretion;





(c) The
Credit Parties shall have executed and delivered or shall have caused to be
executed and delivered each of the agreements, instruments and documents set
forth on Exhibit A attached hereto, and such other items as Agent may reasonably
request, each of which shall be in form and substance reasonably satisfactory to
Agent; 










-16-















(d) Borrowers
shall have paid an amendment fee to Agent, for the benefit of the Lenders (based
upon their respective Pro Rata Shares), of $75,000;




(e) 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




(f) 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. 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 Requisite 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 as of the date hereof with the same force and effect as if
such had been made on and as of the date hereof; and




(d) Such
Credit Party has performed 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 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.










-17-















(e) (1) As of
the date hereof, each of the Credit Parties and its Subsidiaries is Solvent and
(2) immediately after giving effect to the transactions contemplated herein (a)
each Borrower, (b) US Credit Parties considered as a whole and (c) the Credit
Parties considered as a whole, in each case, continues to be Solvent.





6. Joinder.
Intermediate Holdings is hereby joined in, and hereby agrees that it is and for
all purposes hereafter shall be a party to, the Credit Agreement as a "Credit
Party", as if it were an original signatory thereto, and by executing this
Amendment further agrees that it is a "Credit Party" thereunder and shall be
bound by all the terms and provisions of the Credit Agreement;




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.

 







-18-















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

 



	 	 	 
	 	BORROWERS:
	 	 
	 	SPORTRACK,
      LLC
	 
 	 
 	 
 
		By:  	/s/ Barry Steele
	 	Name:  	 
	 	
      Title:
       
	 



 


	 	 	 
	 	
      VALLEY
      INDUSTRIES, LLC

	 
 	 
 	 
 
		By:  	/s/ Barry Steele
	 	Name:  	 
	 	
      Title:
       
	 




 


	 	 	 
	 	
      BRINK
      B.V. 

	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink 
	 	Name:  	Jan Willem
      Rengelink 
	 	
      Title:
       
	CFO



 



	 	 	 
	 	OTHER CREDIT
      PARTIES:
	 	 
	 	CHAAS HOLDINGS,
      LLC
	 
 	 
 	 
 
		By:  	/s/ Barry Steele
	 	Name:  	 
	 	
      Title:
       
	 




 



	 	 	 
	 	
      ADVANCED
      ACCESSORY HOLDINGS CORPORATION

	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink 
	 	Name:  	Jan Willem
      Rengelink 
	 	
      Title:
       
	CFO



 








-19-












 



	 	 	 
	 	
      CHAAS
      ACQUISITIONS, LLC

	 
 	 
 	 
 
		By:  	/s/ Barry Steele
	 	Name:  	 
	 	
      Title:
       
	 



 


	 	 	 
	 	
      ADVANCED
      ACCESSORY SYSTEMS, LLC

	 
 	 
 	 
 
		By:  	/s/ Barry Steele
	 	Name:  	 
	 	
      Title:
       
	 




 



	 	 	 
	 	
      AAS
      ACQUISITIONS, LLC

	 
 	 
 	 
 
		By:  	/s/ Barry Steele
	 	Name:  	 
	 	
      Title:
       
	 



 


	 	 	 
	 	
      CHAAS
      HOLDINGS B.V.

	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink 
	 	Name:  	 
	 	
      Title:
       
	 



 








-20-












 



	 	 	 
	 	
      
      SPORTRACK
      ACCESSORIES
      INC.


	 
 	 
 	 
 
		By:  	/s/ Terence Seikel  
	 	Name:  	 
	 	
      Title:
       
	 



 


	 	 	 
	 	
      
      SPORTRACK
      GMBH


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



 


	 	 	 
	 	
      
      VALTEK,
      LLC


	 
 	 
 	 
 
		By:  	/s/ Barry Steele  
	 	Name:  	 
	 	
      Title:
       
	 



 


	 	 	 
	 	
      
      CHAAS
      HOLDINGS III
      B.V.


	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink 
	 	Name:  	 
	 	
      Title:
       
	 



 


	 	 	 
	 	
      
      AAS
      CAPITAL
      CORPORATION


	 
 	 
 	 
 
		By:  	/s/ Barry Steele 
	 	Name:  	 
	 	
      Title:
       
	 









 


-21-












 



	 	 	 
	 	
      
      
      NOMADIC
      SPORT
      INC.



	 
 	 
 	 
 
		By:  	/s/ Terence Seikel  
	 	Name:  	 
	 	
      Title:
       
	 








 


	 	 	 
	 	
      
      
      SPORTRACK
      S.R.O.



	 
 	 
 	 
 
		By:  	/s/ Valdimir Bohm  
	 	Name:  	      Valdmir Bohm 
	 	
      Title:
       
	      Managing Director 








 


	 	 	 
	 	
      
      
      SPORTRACK
      IBERICA AUTOMOTIVE, S.L.
      UNIPERSONAL



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








 



		 	 
	 	
      
      
      
      BRINK
      INTERNATIONAL
      B.V.




	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 








 




	 	 	 
	 	
      
      
      BRINK
      SVERIGE
      AB



	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 









 


	 	 	 
	 	
      
      
      
      BRINK
      U.K.
      LIMITED




	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 








 














-22-












 



	 	 	 
	 	
      
      
      
      
      BRINK
      NORDISK HOLDINGS
      APS





	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 







 


	 	 	 
	 	
      
      
      
      
      BRINK
      POLSKA SP
      Z.O.O.





	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 







 


	 	 	 
	 	
      
      
      
      
      BRINK
      FRANCE
      S.A.R.L.





	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 







 


	 	 	 
	 	
      
      
      
      
      ELLEBI
      S.R.L.





	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 







 


	 	 	 
	 	
      
      
      
      
      NORDISK
      KOMPONENT HOLDINGS
      A/S





	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 


















 







-23-












 



	 	 	 
	 	
      
      
      
      
      
      SOCIETE
      DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES
      SA






	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 









 

 


	 	 	 
	 	
      
      
      
      
      
      BRINK
      TREKHAKEN
      B.V.






	 
 	 
 	 
 
		By:  	
	 	Name:  	 
	 	
      Title:
       
	 









 

 


	 	 	 
	 	
      
      
      
      
      
      BRINK
      A/S






	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 









 

 


	 	 	 
	 	
      
      
      
      
      
      SCI
      L'ELMONTAISE






	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 









 


	 	 	 
	 	
      
      
      
      
      
      CHAAS
      HOLDINGS II
      B.V.






	 
 	 
 	 
 
		By:  	/s/ Jan Willem Rengelink  
	 	Name:  	 
	 	
      Title:
       
	 









 








-24-












 




	 	 	 
	 	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:  	/s/ Steven Alexander     /s/
      Lisa Morglia
	 	Name:  	     
      Seven
      Alexander                   Lisa
      Morglia
	 	
      Title:
       
	    Vice President                   
          Assistant Vice
President









 


	 	 	 
	 	
      
      
      
      
      
      COMERICA
      BANK,
      as a
      Lender






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




 





-25-