Exhibit 10.4










CONSENT
AND SECOND AMENDMENT TO 

AMENDED
AND RESTATED CREDIT AGREEMENT







This
Consent and Second Amendment to Amended and Restated Credit Agreement ("Consent
and Amendment") is dated as of November 24, 2003, 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"), and the Lenders which are signatories
hereto.




W I T
N E S S E T H:




WHEREAS,
pursuant to an Amended and Restated Credit Agreement dated as of May 23, 2003,
by and among Agent, the Lenders from time to time party thereto, Borrowers and
the other Credit Parties from time to time party thereto (as amended or
otherwise modified from time to time, the "Credit Agreement"; capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement), Agent and the Lenders agreed, subject to
the terms and provisions thereof, to provide certain loans and other financial
accommodations to Borrowers; and




WHEREAS,
Borrowers
have requested that Agent and the Lenders consent to the sale
by SportRack US Borrower to Sport (MI) QRS 15-40, Inc. ("Purchaser-Lessor") and
the concurrent leaseback to SportRack US Borrower by Purchaser-Lessor
(collectively, the "Sale-Leaseback"), in each case pursuant to that certain
Lease Agreement ("Lease"), the Bill of Sale ("Bill of Sale") and each of the
Covenant Deeds (collectively, "Deeds") attached hereto as Exhibit
A
(collectively, "Primary Sale-Leaseback Documents"), of the parcels of real
property located at each of 50701 Birch Drive, Shelby Township, Michigan, 2655
16th Street, Port Huron, Michigan and 1721 Dove Street, Port Huron, Michigan
(the items located on the Premises (as such term is defined in the Lease) being
sold by SportRack US Borrower to Purchaser-Lessor pursuant to the Bill of Sale
and the Deeds are the "Purchased Assets");




WHEREAS,
Borrowers have requested that Agent and the Lenders consent to the execution by
each of Holdings, US SportRack Holdings, ValTek, LLC and AAS Capital Corporation
(collectively, the "Lease Guarantors"), each of which is a Credit Party under
the Credit Agreement, of that certain Guaranty and Suretyship Agreement dated as
of November 24, 2003
in favor of Purchaser-Lessor (the "Lease Guaranty"), guaranteeing all of
SportRack US Borrower's obligations under the Lease (as such term is defined
below);


























WHEREAS,
absent
the consent of Agent and the Lenders signatory hereto, (a) the Sale-Leaseback
would violate Sections 3.7 and 3.17 of the Credit Agreement, (b) the Net
Proceeds of the Sale-Leaseback would be required to be used by Borrowers to
repay the Loans in accordance with subsection 1.5(c)(i) of the Credit Agreement,
and (c) execution of the Lease Guaranty by the Lease Guarantors would violate
Section 3.4 of the Credit Agreement;




WHEREAS,
in addition to the foregoing, Borrowers have requested that Agent and the
Requisite Lenders agree to amend the Credit Agreement in certain respects, as
set forth below.




NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:




1.   Consent. In
reliance upon the representations and warranties of Borrowers set forth in
Section 7 below and subject to the conditions to effectiveness set forth in
Section 5 below, Agent and the Lenders signatory hereto hereby (a) consent to
the Sale-Leaseback, (b) agree that the Net Proceeds of the Sale-Leaseback shall
be exempt from the provisions of subsection 1.5(c)(i) of the Credit Agreement,
and (c) consent to the execution by Lease Guarantors of the Lease Guaranty,
provided, that
this is a limited consent and shall not be deemed to constitute a consent to any
other existing or future departure from the terms of, or Event of Default under,
the Credit Agreement or any of the other Loan Documents.
Borrowers agree that pending use by Borrowers of the Net Proceeds of the
Sale-Leaseback, such Net Proceeds shall be deposited into and maintained in a
special bank account ("Special Account") that is subject to a Control Agreement
in favor of Agent, which such Special Account shall not be an operating account
and shall hold for deposit no funds or other amounts other than such Net
Proceeds. Borrowers further agree to provide Agent written notice prior to
withdrawing any amounts on deposit in the Special Account and such notice shall
include a detailed description of Borrowers' intended use of such amounts, it
being understood and agreed that under no circumstances shall the Net Proceeds
of the Sale-Leaseback be used for working capital purposes. Borrowers further
hereby acknowledge and agree that the Sale-Leaseback shall apply to and count
against (a) the $1,250,000 basket set forth in subsection 1.5(c)(i) of the
Credit Agreement, (b) the $2,000,000 basket set forth in subsection 3.7(a) of
the Credit Agreement, and (c) the $6,000,000 basket set forth in subsection
3.7(i) of the Credit Agreement.




2.   Release
of Lien on Purchased Assets. In
reliance upon the representations and warranties of Borrowers set forth in
Section 7 below and subject to the satisfaction of the conditions to
effectiveness set forth in Section 5 below, Agent on behalf of the Lenders
hereby releases its Liens on the Purchased Assets and agrees to execute and
deliver to Borrowers (all at the cost of Borrowers) real property mortgage
releases, in form and substance acceptable to Agent, covering solely the
Purchased Assets (and no other Collateral whatsoever).










-2-















3.   Amendment
to Credit Agreement. Exhibit
4.8(n) to the Credit Agreement is hereby amended and restated in its entirety
with Exhibit 4.8(n) attached hereto as Exhibit
B.




4.   Other
Agreements.
Borrowers hereby acknowledge and agree that Borrowers shall use the Net Proceeds
of the Sale-Leaseback solely to either (a) effect a prepayment of the European
Term Loan in an aggregate amount equal to such Net Proceeds (and to the extent
there remain excess Net Proceeds subsequent to such prepayment, to effect a
prepayment of the US Revolving Loans and the European Revolving Loans, on a pro
rata basis, and a consequent permanent reduction of the US Revolving Loan
Commitment and the European Revolving Loan Commitment, in each case in the
amount of the applicable prepayment, and to the extent there remain excess Net
Proceeds subsequent to such prepayments, to effect a prepayment of any other
Indebtedness outstanding under the Credit Agreement), which such prepayments
shall be applied in accordance with Section 1.5(e)(i) of the Credit Agreement or
as otherwise may be agreed by Requisite Lenders, or (b) reinvest such Net
Proceeds in properties and assets that replace the Purchased Assets, in either
case in such manner to avoid any Credit Party being required to make a voluntary
prepayment, or having to make a mandatory prepayment, of any Indebtedness under
Section 4.10 or any other provision of the Initial Public Note Indenture. Any
non-compliance with this Section 4 shall be an immediate Event of
Default.




5.   Conditions. The
effectiveness of this Consent and Amendment is subject to the satisfaction of
the following conditions precedent or concurrent, each of
which must be satisfied no later than November 24, 2003:




(a)  Agent
shall have received (i) this Consent and Amendment executed by Borrowers, Agent,
the Requisite Lenders and each Lender that has an outstanding European Term Loan
and (ii) the Consent and Reaffirmation of Loan Documents attached hereto
executed by all of the Credit Parties party thereto;




(b)  Agent
shall have received confirmation satisfactory to Agent that the Net Proceeds of
the Sale-Leaseback shall have been irrevocably received and deposited into the
Special Account;




(c)  Agent
shall have received a fully
executed copy of the Primary Sale-Leaseback Documents and the other
Sale-Leaseback Documents (as defined below);




(d)  With
respect to each parcel of real estate subject to the Sale-Leaseback, Agent shall
have received a fully executed landlord's agreement in the form attached hereto
as Exhibit
C;




(e)  All
proceedings taken in connection with the transactions contemplated by this
Consent and Amendment and all documents, instruments and other legal matters
incident thereto shall be satisfactory to Agent, the Lenders and their
respective legal counsel;










-3-















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




(g)  Agent
shall have received such other documents, agreements and instruments as Agent
may require or reasonably request.




6.       
References;
Effectiveness. Agent,
the Lenders signatory hereto and Borrowers 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 affected by the consents and amendment
set forth herein.




7.   Representations
and Warranties. To
induce Agent and the Lenders signatory hereto to enter into this Consent and
Amendment, each Borrower hereby represents and warrants to Agent and the Lenders
that:




(a)  The
Sale-Leaseback has been consummated (i) concurrently with the effectiveness of
this Consent and Amendment, (ii) in full compliance with the provisions of the
Credit Agreement (as supplemented by this Consent and Amendment), each of the
other Loan Documents and applicable law and does not require the consent of any
Person except for consents that have already been obtained and (iii) in
accordance with the Primary Sale-Leaseback Documents and the other
Sale-Leaseback Documents;




(b)  Attached
hereto as Exhibit
A is a
true, correct and complete copy of each of the Primary Sale-Leaseback Documents,
and the Lease Guaranty, which such Borrower represents and warrants constitute
all of the material agreements and material documents to be executed and/or
delivered in connection with the Sale-Leaseback (collectively, the
"Sale-Leaseback Documents");




(c)  The Net
Proceeds received by Borrowers from the Sale-Leaseback is approximately
$10,669,856;




(d)  The
execution, delivery and performance by such Borrower of this Consent and
Amendment are within its company power, have been duly authorized by all
necessary company 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 Borrower, the organizational documents of
such Borrower, any order, judgment or decree of any court or governmental
agency, or any agreement, instrument or document binding upon such Borrower or
any of its property;




(e)  Each of
the Credit Agreement and the other Loan Documents, as supplemented by this
Consent and Amendment, are the legal, valid and binding obligation of such
Borrower, enforceable against such Borrower 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;










-4-















(f)  After
giving effect to the consents and amendment 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;




(g)  Such
Borrower 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 Borrower 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.




8.   Counterparts. This
Consent and 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 Consent and Amendment.




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




10.    
Costs and Expenses. Each
Borrower hereby agrees that all actual expenses incurred by Agent in connection
with the preparation, negotiation and closing of the transactions contemplated
hereby, including, without limitation, reasonable attorneys' fees and expenses,
shall be part of the Obligations.




[signature
page follows]



 







-5-












 


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

 


	 	 	 
	 	
      SPORTRACK,
      LLC

	 
 	 
 	 
 
		By:  	/s/ Barry Steele              
	 	
      Its:
       
	                    
	 	








 



	 	 	 
	 	
      VALLEY
      INDUSTRIES, LLC

	 
 	 
 	 
 
		By:  	/s/ Barry Steele              
	 	
      Its:
       
	                    
	 	








 



	 	 	 
	 	
      BRINK
      INTERNATIONAL B.V.

	 
 	 
 	 
 
		By:  	/s/ Wim Rengelink          
	 	
      Its:
       
	
      CFO                    

	 	








 



	 	 	 
	 	
      GENERAL
      ELECTRIC CAPITAL CORPORATION

	 
 	 
 	as Agent and a
      Lender
 
		By:  	/s/                        
	 	
        
	  Its Duly Authorized
      Signatory                   
	 	








 



	 	 	 
	 	
      
      COMERICA
      BANK,
      as a US L/C Issuer and a Lender


	 
 	 
 	 
 
		By:  	/s/                     
	 	
      Its:
       
	                    
	 	








 



	 	 	 
	 	
      PB
      CAPITAL CORPORATION,
      as a Lender

	 
 	 
 	 
 
		By:  	                    
	 	
      Its:
       
	                   
	 	








 


































CONSENT
AND REAFFIRMATION OF LOAN DOCUMENTS




The
undersigned (each a "Credit Party") each hereby (i) acknowledges receipt of
a copy of the foregoing Consent and Amendment; (ii) consents to Borrowers'
execution and delivery thereof; (iii) agrees to be bound thereby; and
(iv) affirms that nothing contained therein shall modify in any respect
whatsoever any of its obligations under any of the Loan Documents to which it is
a party and reaffirms that each such Loan Document is and shall continue to
remain in full force and effect. Although each Credit Party has been informed of
the matters set forth herein and has acknowledged and agreed to same, each
Credit Party understands that Agent and the Lenders have no obligation to inform
any Credit Party of such matters in the future or to seek any Credit Party's
acknowledgment or agreement to future consents, amendments or waivers, and
nothing herein shall create such a duty.

IN
WITNESS WHEREOF, each Credit Party has executed this Consent and Reaffirmation
of Loan Documents on and as of the date of such Consent and
Amendment.

 




	 	 	 
	 	
      CHAAS
      HOLDINGS, LLC

	 
 	 
 	 
 
		By:  	/s/
      Barry
      Steele                    
	 	
      Name: 
	                   
	 	Title: 	 
	 	








 




	 	 	 
	 	
      CHAAS
      ACQUISITIONS, LLC

	 
 	 
 	 
 
		By:  	/s/
      Barry
      Steele                    
	 	
      
      Name: 

	                   
	 	Title: 	 
	 	








 










	 	 	 
	 	
      ADVANCED
      ACCESSORY SYSTEMS, LLC

	 
 	 
 	 
 
		By:  	/s/
      Barry
      Steele                     
	 	
      Name: 
	                   
	 	Title:  	 
	 	








 
























 




	 	 	 
	 	
      AAS
      ACQUISITIONS, LLC

	 	 	 
	 	By: 	CHAAS ACQUISITIONS, LLC
	 	Its:	Managing Member
	 	 	 
		By:  	/s/
      Barry
      Steele                     
	 	
      Name: 
	                   
	 	Title:  	 
	 	








 





	 	 	 
	 	
      CHAAS
      HOLDINGS B.V.

	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	     
      Wim
      Rengelink                   
	 	Title:  	     CFO 
	 	








 





	 	 	 
	 	
      SPORTRACK
      ACCESSORIES INC.

	 
 	 
 	 
 
		By:  	/s/
      Barry
      Steele                     
	 	
      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/
      Barry
      Steele                     
	 	
      Name: 
	                   
	 	Title:  	 
	 	








 






	 	 	 
	 	
      
      AAS
      CAPITAL
  CORPORATION


	 
 	 
 	 
 
		By:  	/s/
      Barry
      Steele                     
	 	
      Name: 
	                   
	 	Title:  	 
	 	








 






	 	 	 
	 	
      NOMADIC
      SPORT INC.

	 
 	 
 	 
 
		By:  	/s/
      Terence Seikel  
	 	
      Name: 
	
	 	Title:  	
	 	








 






	 	 	 
	 	
      
      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
      INTERNATIONAL
B.V.


	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      BRINK
      SVERIGE
      AB



	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      BRINK
      U.K.
      LIMITED



	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      BRINK
      NORDISK HOLDINGS
      APS



	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      BRINK
      POLSKA SP
      Z.O.O.



	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 









































 







	 	 	 
	 	
      
      
      BRINK
      FRANCE
      S.A.R.L.



	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      
      ELLEBI
      S.R.L.




	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      
      NORDISK
      KOMPONENT HOLDINGS
      A/S




	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      
      SOCIETE
      DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES
      SA




	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      
      BRINK
      TREKHAKEN
      B.V.




	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 










































 






	 	 	 
	 	
      
      
      
      
      BRINK
      A/S





	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      
      
      SCI
      L'ELMONTAISE





	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title:  	    
	 	








 





	 	 	 
	 	
      
      
      
      
      CHAAS
      HOLDINGS II
      B.V.





	 
 	 
 	 
 
		By:  	/s/
      Wim Rengelink                   
	 	
      Name: 
	                        
	 	Title: