Exhibit 10.2


    EXHIBIT
      10.2

    
 

    CONSENT
      AND EIGHTH AMENDMENT TO 

    AMENDED
      AND RESTATED CREDIT AGREEMENT

    


    This
      Consent and Eighth Amendment to Amended and Restated Credit Agreement
      ("Amendment") is dated as of May 12, 2006, 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" 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 consent to the transfer (the
      "Restructure") (i) by US SportRack Holdings to Holdings of 100% of the
      outstanding Stock issued by SportRack US Borrower such that SportRack US
      Borrower is a Wholly-owned Subsidiary of Holdings rather than of US SportRack
      Holdings and (ii) by SportRack US Borrower to US SportRack Holdings of 10%
      of the outstanding Stock issued by SportRack Accessories, Inc., a Quebec
      corporation ("SportRack Canada"), such that SportRack Canada is a Wholly-owned
      Subsidiary of US SportRack Holdings, in each case in accordance with the
      documents set forth on Exhibit
      A
      hereto
      (the "Restructure Documents"). 

     

    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.  Consent.

     

    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 the Restructure.
      The foregoing consent is a limited consent, which shall be effective only with
      respect to the specific facts set forth above. Such limited consent 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)  The
      ninth
      and tenth whereas clauses of the Credit Agreement are hereby amended and
      restated in their entirety as follows:

     

    WHEREAS,
      CHAAS Acquisitions, LLC, a Delaware limited liability company ("Holdings")
      that
      owns all of the Stock of Advanced Accessory Systems, LLC, a Delaware limited
      liability company ("US
      SportRack Holdings"),
      SportRack US Borrower, Valley US Borrower and European US Holdings (as
      hereinafter defined), is willing to guaranty all of the Obligations and to
      pledge to Agent, for the benefit of Agent and Lenders, all of the Stock of
      US
      SportRack Holdings, SportRack US Borrower, Valley US Borrower and European
      US
      Holdings to secure the Obligations; and

     

    WHEREAS,
      Advanced Accessory Systems, LLC, a Delaware limited liability company
      ("US
      SportRack Holdings")
      is
      willing to continue to guaranty all of the Obligations; and

     

    (b)  Clauses
      (3) and (4) of Section 6.1(m) of the Credit Agreement are hereby amended and
      restated in their entirety as follows:

     

    (3)
      Holdings engages in any type of business activity other than the ownership
      of
      Stock of US SportRack Holdings, SportRack US Borrower, 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 Accessories,
      Inc., a Quebec corporation, and activities reasonably related thereto in its
      capacity as a passive holding company,

     

    (c)  Clauses
      (b) and (c) of the definition of "Change of Control" set forth in Annex A of
      the
      Credit Agreement are hereby amended and restated in their entirety as
      follows:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b) except
      to the extent (if any) that the Requisite Lenders or Lenders, as applicable,
      in
      their sole and absolute discretion expressly consent in writing or except as
      expressly permitted by the Agreement, Holdings ceases to own and control all
      of
      the economic and voting rights associated with all of the outstanding Stock
      of
      US SportRack Holdings, SportRack US Borrower, Valley US Borrower and European
      US
      Holdings, (c) [intentionally omitted],

     

    (d)  The
      items
      set forth under the heading "Holdings" and "US SportRack Holdings" set forth
      on
      Schedule 3.9 of the Credit Agreement are hereby amended and restated in their
      entirety as follows:

     

    Holdings

     

    A
      passive
      holding company. Holdings owns all of the Stock of US SportRack Holdings,
      SportRack US Borrower, Valley US Borrower and European US Holdings.

     

    US
      SportRack Holdings

     

    A
      passive
      holding company. US SportRack Holdings is the co-Issuer of the Public
      Notes.

     

    (e)  Schedule
      5.4(b) of the Credit Agreement is hereby amended to reflect that 100% of the
      outstanding Stock issued by (i) SportRack US Borrower is owned by Holdings
      rather than by US SportRack Holdings and (ii) SportRack Canada is owned by
      US SportRack Holdings.

     

    3.  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 all of the Credit Parties and
      Requisite Lenders;

     

    (b)  Agent
      shall have received, each in form and substance satisfactory to Agent,
      (i) amendments to the applicable Pledge Agreements (along with irrevocable
      proxies relating thereto) to continue to provide that 100% of the outstanding
      Stock of each of SportRack US Borrower and SportRack Canada is pledged to Agent,
      and (ii) a Secretary's Certificate from each of Holdings and US SportRack
      Holdings pertaining to such amendments to such Pledge Agreements;

     

    (c)  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

     

    (d)  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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    5.  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);

     

    (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; 

     

    (e)  The
      execution and performance of the Restructure Documents and consummation of
      the
      Restructure and the transactions contemplated thereby does not and will not
      (i)
      violate, contravene or conflict with any Contractual Obligation (including,
      without limitation, any provision of the Public Note Indenture, the Intermediate
      Holdings Note Indenture or the Subordinated Notes) of any Credit Party or (ii)
      cause or otherwise result in any prepayment of, redemption of, acceleration
      of
      or offer to purchase any amounts in respect of any Indebtedness (including,
      without limitation, the Public Note Debt, the Intermediate Holdings Note Debt
      or
      the Indebtedness evidenced by the Subordinated Notes); and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (f)  Attached
      hereto as Exhibit
      A
      is a
      true, correct and complete executed copy of each of the Restructure Documents,
      which constitute all of the material agreements and material documents to be
      executed and/or delivered in connection with the Restructure.

     

    6.  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.

     

    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.

     

    10.  Post
      Closing Deliveries.
      Borrowers hereby agree that within
      five (5) Business Days of the date hereof, Borrowers shall deliver to Agent
      all
      original stock certificates that are subject to the amendments to the applicable
      Pledge Agreements described in Section 3(b) above,
      together
      with original assignments separate from certificate relating thereto.
      The
      failure to comply with this Section 10 shall result in an immediate Event of
      Default under the Credit Agreement.

     

    [signatures
      follow]

     

    


     


    
      
        
           

           

        

        
        

      

      
        5

        
          

        

      

      
        
        

        
          


        

      

    



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

     

    BORROWERS:

     

    
      	
              SPORTRACK,
                LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              VALLEY
                INDUSTRIES, LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              BRINK
                INTERNATIONAL B.V. 

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    
      	
              OTHER
                CREDIT PARTIES:

               

            
	
              CHAAS
                HOLDINGS, LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              ADVANCED
                ACCESSORY HOLDINGS CORPORATION

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              CHAAS
                ACQUISITIONS, LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              ADVANCED
                ACCESSORY SYSTEMS, LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              AAS
                ACQUISITIONS, LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              CHAAS
                HOLDINGS B.V.

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    
      	
              SPORTRACK
                ACCESSORIES INC.

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              SPORTRACK
                GMBH

               

              By:
                /s/
                Michael Runte 

              Name:
                Michael
                Runte 

              Title:
                Managing Director  

            


    

    


    
      	
              VALTEK,
                LLC

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO

            


    

    


    
      	
              CHAAS
                HOLDINGS III B.V.

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              AAS
                CAPITAL CORPORATION

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO

            


    

    


    
      	
              NOMADIC
                SPORT INC.

               

              By:
                /s/
                Ronald J Gardhouse 

              Name:
                Ronald
                J.Gardhouse 

              Title:
                EVP& CFO 

            


    

    


    
      	
              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/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              BRINK
                U.K. LIMITED

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              BRINK
                NORDISK HOLDINGS APS

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              BRINK
                POLSKA SP Z.O.O.

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              BRINK
                FRANCE S.A.R.L.

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              ELLEBI
                S.R.L.

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    
      	
              NORDISK
                KOMPONENT HOLDINGS A/S

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              SOCIETE
                DE FABRICATION D'EQUIPEMENTS ET D'ACCESSOIRES SA

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              BRINK
                A/S

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              SCI
                L'ELMONTAISE

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    
      	
              CHAAS
                HOLDINGS II B.V.

               

              By:
                /s/
                Gerrit de Graaf 

              Name:
                Gerrit
                de Graaf 

              Title:
                CEO 

            


    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    


    
      	
              AGENT
                AND LENDERS:

               

            
	
              GENERAL
                ELECTRIC CAPITAL CORPORATION,
                as Agent and a Lender

               

              By:/s/
                Gerard M. Havabergh

              Name:
                Gerard
                M. Havabergh, M.D.

              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