1
Exhibit 10.7(b)
AMENDMENT NO. 2
Dated as of September 24, 1997
to
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of August 5, 1997
THIS AMENDMENT NO. 2 ("Amendment") is made as of September 24,
1997 by and among Advanced Accessory Systems, LLC (formerly known as AAS
Holdings, LLC), Sportrack, LLC (formerly known as Advanced Accessory Systems,
LLC), Valley Industries, LLC, Brink International BV and Brink BV (the
"Borrowers"), the financial institutions listed on the signature pages hereof
(the "Lenders") and NBD Bank, as Administrative Agent and Documentation and
Collateral Agent, and The Chase Manhattan Bank, as Co-Administrative Agent and
Syndication Agent (the "Agents"), under that certain Second Amended and Restated
Credit Agreement dated as of August 5, 1997 by and among the Borrowers, the
Lenders and the Agents (as amended, the "Credit Agreement"). Defined terms used
herein and not otherwise defined herein shall have the respective meanings given
to them in the Credit Agreement.
WHEREAS, the Borrowers, the Lenders and the Agents have agreed
to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Lenders and the Agents have agreed to the following amendments to
the Credit Agreement.
1. Amendments to Credit Agreement. Effective as of September
24, 1997 and subject to the satisfaction of the conditions precedent set forth
in Section 2 below, the Credit Agreement is hereby amended as follows:
1.1 Article I of the Credit Agreement is hereby amended to add
alphabetically the following defined terms:
"ACQUISITION FACILITY COMMITMENT" means, for each Lender, the
obligation of such Lender to make Acquisition Facility Loans not exceeding the
amount set forth on Exhibit B to this Agreement opposite its name thereon under
the heading "Acquisition Facility Commitment" or in the Assignment Agreement by
which it became a Lender, as such amount may be modified from time to time
pursuant to the terms of this Agreement or to give effect to any applicable
assignment and acceptance.
"ACQUISITION FACILITY LOAN" is defined in Section 2.2A hereof.
"ACQUISITION FACILITY NOTE" means a note in substantially the
form of Exhibit C-1 hereto duly executed by the applicable Borrower and payable
to the order of a Lender in the amount of its Acquisition Facility Commitment,
including any amendment, restatement, modification, renewal or replacement of
such Acquisition Facility Note.
2
"AGGREGATE ACQUISITION FACILITY COMMITMENT" means the
aggregate of the Acquisition Facility Commitments of all the Lenders, as reduced
from time to time pursuant to the terms hereof. The initial Aggregate
Acquisition Facility Commitment is Twenty Two Million Dollars ($22,000,000).
1.2 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Tranche B Term Loans" in the
definition of "Applicable Base Rate Margin":
"or Acquisition Facility Loans".
1.3 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Tranche B Term Loans" in the
definition of "Applicable Eurocurrency Margins":
"or Acquisition Facility Loans".
1.4 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Tranche A Term Loan
Commitment" in the definition of "Commitment":
", Acquisition Facility Commitment,".
1.4(A) Article I of the Credit Agreement is hereby amended to
add the following phrase immediately after the phrase "principal amount of" in
the definition of "High Yield Note Agreement":
"not less than".
1.5 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Term Loans" in the definition
of "Loans":
", Acquisition Facility Loans"
and to add the following immediately after the reference to "Section 2.2" in
such definition"
"or Section 2.2A".
1.6 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Revolving Loan Commitment" in
(ii)(A) of the definition of "Pro Rata Share":
"and Acquisition Facility Commitment (or, after December 31, 1999, the
outstanding principal balance of such Lender's Acquisition Facility
Loans)"
and to add the following immediately after the phrase "Aggregate Revolving Loan
Commitment" in (ii)(B) of such definition:
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"and the Aggregate Acquisition Facility Commitment (or after December
31, 1999, the outstanding principal balance of such Lender's
Acquisition Facility Loans)"
and to add the following immediately after the phrase "such Lender's Term Loans"
in (x) of such definition:
", Acquisition Facility Loans"
and to add the following immediately after the phrase "all Term Loans" in (y)
of such definition:
", Acquisition Facility Loans".
1.7 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Pro Rata Share of any
Revolving Loan" in the definition of "Required Lenders":
"or Acquisition Facility Loan"
and to add the following phrase immediately after the phrase "Pro Rata Shares of
such Revolving Loans" in such definition:
"or Acquisition Facility Loans".
1.8 Article I of the Credit Agreement is hereby amended to add
the following phrase immediately after the phrase "Tranche B Term Loans" in the
definition of "Term Loans":
"and, after December 31, 1999, the Acquisition Facility Loans".
1.9 Article I of the Credit Agreement is hereby amended
to add the following definition of "Term Notes":
"Term Notes means, collectively, the Tranche A Term Notes, the Tranche
B Term Notes, and, after December 31, 1999, the Acquisition Facility Notes".
1.10 Article I of the Credit Agreement is hereby amended to
delete the definition of "Tranche A Pro Rata Share" now contained therein and to
substitute the following therefor:
"'TRANCHE A PRO RATA SHARE' shall mean, at any particular time and with
respect to any Lender, a fraction (expressed as a percentage), the
numerator of which shall be the then aggregate amount of such Lender's
Revolving Credit Commitment (or, if such Commitment has been
terminated, the outstanding principal balance of such Lender's
Revolving Loans) and Acquisition Facility Commitment (or, after
December 31, 1999 or if such Commitment has been terminated, the
outstanding principal balance of such Lender's Acquisition Facility
Loans) plus the outstanding principal balance of such Lender's Tranche
A Term Loans and the denominator of which shall be the then aggregate
amount of all Revolving Credit Commitments (or, if such Commitments
have been terminated, the outstanding principal balance of all
Revolving Loans), Acquisition Facility Commitments (or, after December
31, 1999 or if such
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Commitments have been terminated, the outstanding principal balance of
all Acquisition Facility Loans) and the outstanding principal balance
of the Tranche A Term Loans."
1.11 Article II of the Credit Agreement is hereby amended by
adding the following new Section 2.2A immediately after Section 2.2 and before
Section 2.3:
"2.2A Acquisition Facility. Upon the satisfaction of the
conditions precedent set forth in Sections 4.1 and 4.2, from and
including the date of this Agreement and prior to December 31, 1999,
each Lender severally and not jointly agrees, on the terms and
conditions set forth in this Agreement, to make revolving loans, in
Dollars only, to the applicable Borrower from time to time in an amount
not to exceed such Lender's Acquisition Facility Commitment (each
individually, an '"ACQUISITION FACILITY LOAN" and collectively, the
"ACQUISITION FACILITY LOANS"). Each Advance under this Section 2.2A
shall consist of Acquisition Facility Loans made by each Lender ratably
in proportion to such Lender's respective Tranche A Pro Rata Share.
Subject to the terms of this Agreement, the Borrowers may borrow, repay
and reborrow Acquisition Facility Loans at any time prior to December
31, 1999. On December 31, 1999, the Borrower's option to borrow and
reborrow Acquisition Facility Loans shall terminate, the Aggregate
Acquisition Facility Commitment shall be reduced to zero and the
outstanding principal balance of the Acquisition Facility Loans shall
be repaid in sixteen (16) equal consecutive quarterly installments of
principal, payable on the last Business Day of each fiscal quarter of
the Borrower, commencing on December 31, 1999 and continuing thereafter
until the Tranche A Term Loan Termination Date, and the Acquisition
Facility Loans shall be permanently reduced by the amount of each
installment on the date payment thereof is made hereunder.
Notwithstanding the foregoing, the final installment shall be in the
amount of the then outstanding principal balance of the Acquisition
Facility Loans. In addition, the then outstanding principal balance of
all Acquisition Facility Loans, if any, shall be due and payable on the
Tranche A Term Loan Termination Date."
1.12 Section 2.5(B)(i)(d)(I) of the Credit Agreement is hereby
amended to insert the following phrase immediately after the phrase "Tranche B
Term Loans":
"and, after December 31, 1999, the Acquisition Facility Loans".
1.13 Section 2.5(B)(i)(e) of the Credit Agreement is hereby
amended to insert the following phrase immediately after the reference to
"Tranche A Term Loans":
"and, after December 31, 1999, the Acquisition Facility Loans".
1.14 Section 2.6 of the Credit Agreement is hereby amended to
insert the following phrase after the first reference to "Aggregate Revolving
Loan Commitment":
"or the Aggregate Acquisition Facility Commitment",
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and to insert at the end of the first sentence the following:
"and the amount of the Aggregate Acquisition Facility Commitment may
not be reduced below the aggregate principal amount of the outstanding
Acquisition Facility Loans".
1.15 Section 2.7 of the Credit Agreement is hereby amended to
insert the following phrase immediately after the phrase "Revolving Loan or
Loans":
"or Acquisition Facility Loan or Loans".
and to insert immediately after each use of the phrase "Revolving Loans" the
following:
", Acquisition Facility Loans".
1.16 Section 2.8(b)(i) of the Credit Agreement shall be
amended to insert immediately after the reference to "Tranche A Term Loans and
Revolving Loans" in the pricing grid a reference to the following:
"and Acquisition Facility Loans".
1.17 Section 2.9 of the Credit Agreement is hereby amended to
insert the following phrase immediately after the phrase "Aggregate Revolving
Loan Commitment":
"or the unused Aggregate Acquisition Facility Commitment".
1.18 Section 2.15(C) of the Credit Agreement is hereby amended
to add the following phrase immediately after the phrase "Aggregate Revolving
Loan Commitment" in (i)(A):
"plus the Aggregate Acquisition Facility Commitment (prior to December
31, 1999)"
and to insert immediately after the phrase "Revolving Credit Obligations" in
(i)(B) the following:
"plus, prior to December 31, 1999, the outstanding principal balance of
the Acquisition Facility Loans".
1.19 Section 2.22 of the Credit Agreement is hereby amended to
add the following immediately after the end thereof:
"Notwithstanding the foregoing, Comerica Bank may issue commercial
Letters of Credit up to an aggregate amount at any one time outstanding
of $75,000 for its own account with respect to which the participation
provisions of this Section 2.22 shall not apply."
1.20 Section 2.25 of the Credit Agreement is hereby amended to
add the following immediately after the end thereof:
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"Notwithstanding the foregoing, the Letter of Credit Fee prescribed in
this Section 2.25 shall not apply to the commercial letters of credit
issued by Comerica Bank for its own account as described in Section
2.22 and Comerica Bank and the Borrowers shall negotiate separate fee
arrangements with respect to such letters of credit and such fees shall
be for the account of Comerica Bank."
1.21 Section 6.3(D) of the Credit Agreement is hereby amended
to add the following new subsection (xii) ad the end thereof:
"(xii) Investments made in Permitted Acquisitions".
1.22 Section 6.3(G) of the Credit Agreement is here by amended
to delete Section 6.3(G)(2) now contained therein and to substitute the
following therefor:
"prior to each such acquisition, Holdings shall deliver to the
Administrative Agent a certificate from one of Holdings' Authorized
Officers demonstrating to the satisfaction of the Administrative Agent
that after giving effect to the transaction or transactions on a pro
forma basis using pro forma historical audited and reviewed unaudited
financial statements (or other financial statements reasonably
acceptable to the Administrative Agent) obtained from the seller on an
unadjusted basis (other than one-time adjustments agreed to by the
Administrative Agent, such agreement not to be unreasonable withheld)
as if the acquisition had occurred in the first day of the twelve-month
period ending on the last day of Holdings' most recently completed
fiscal quarter, Holdings and its Subsidiaries (a) would have been in
compliance with all provisions of Section 6.4 at all times during such
twelve-month period and would have maintained a Leverage Ratio at all
times prior to January 1, 1998 of less than 5.50 to 1.0; and (b) will
be in compliance, based on projections deemed reasonable by the
Administrative Agent, with all provisions of Section 6.4 through the
first anniversary of such acquisition;"
and is further amended to delete the language now contained in Section
6.3(G)(5)(B) and substitute the following therefor:
"with respect to acquisitions other than the acquisition of Ellebi,
S.A., $5,000,000 if the sources for such purchases are other than as
set forth in clause (A) above, unless such acquisition is approved by
the Required Lenders"
and is further amended to add a new subsection (6) immediately following
subsection (5):
"(6) if the acquisition is a stock acquisition, the acquisition shall
result in a transfer of 100% of the common stock of the company being
acquired".
1.23 Section 8.2(vi) of the Credit Agreement is hereby amended
to insert immediately after each reference to "Revolving Loan Commitment" the
following:
"or its Acquisition Facility Commitment".
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1.24 Section 8.3(iv) of the Credit Agreement is hereby amended
to insert immediately after the phrase "Revolving Loan Commitment" the
following:
"or Acquisition Facility Commitment".
1.25 Section 10.9 of the Credit Agreement is hereby amended to
insert immediately after the phrase "Revolving Loan Commitment" the following:
"its Acquisition Facility Commitment".
1.26 Section 12.2 of the Credit Agreement is hereby amended to
insert immediately after each reference to the phrase "Revolving Loan
Commitment" the following:
"or any Acquisition Facility Commitment".
1.27 Section 12.3 of the Credit Agreement is hereby amended to
insert immediately after each reference to the phrase "Revolving Loan
Commitment" the following:
"or Acquisition Facility Commitment",
and to insert immediately after the phrase "Aggregate Revolving Loan Commitment"
the following:
", the Aggregate Acquisition Facility Commitment".
2. Conditions of Effectiveness. The effectiveness of this
Amendment is subject to the conditions precedent that (a) the Administrative
Agent shall have received counterparts of this Amendment duly executed by the
Borrowers, the Required Lenders and the Agents, (b) the Borrowers shall have
raised $100,000,000 through an offering of subordinated notes containing terms
substantially identical to those set forth in the Preliminary Offering
Memorandum dated September 8, 1997, and (c) the Borrowers shall have paid any
fees due and payable pursuant to any applicable fee letter. Upon the
satisfaction of the foregoing conditions precedent, this Amendment shall become
effective with respect to the amendments set forth in Section 1 above.
3. Representations and Warranties of the Borrowers. Each
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrowers and are
enforceable against the Borrowers in accordance with their terms.
(b) As of September 24, 1997, (i) there exists no Default or
Unmatured Default and (ii) the representations and warranties contained in
Article V of the Credit Agreement, as amended hereby, are true and correct in
all material respects, except for representations and warranties made with
reference to a specific date which representations and warranties are true and
correct in all material respects as of such date.
4. Reference to and Effect on the Credit Agreement and
Security Agreements.
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(a) Upon the effectiveness of Section 1 hereof, each reference
in any Loan Document to such Loan Document or any other Loan Document shall mean
and be a reference to the applicable Loan Document as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agents or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
7. Counterparts. This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
ADVANCED ACCESSORY SYSTEMS, LLC
as a Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SPORTRACK, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
VALLEY INDUSTRIES, LLC
as a Borrower
By: ADVANCED ACCESSORY SYSTEMS, LLC
Its Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BRINK INTERNATIONAL BV
as a Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney-in-Fact
BRINK BV
as a Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney-in-Fact
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NBD BANK
as the Administrative Agent and
the Documentation and Collateral
Agent, and as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE CHASE MANHATTAN BANK
as the Co-Administrative Agent and
the Syndication Agent, and as a
Lender
By: /s/ ▇▇▇▇▇▇ ▇. Kozlack
-----------------------------
Name: ▇▇▇▇▇▇ ▇. Kozlack
Title: Vice President
FIRST UNION NATIONAL BANK (f/k/a
First Union National Bank of North
Carolina)
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA
as a Lender
By: /s/ F.C.H. ▇▇▇▇▇
-----------------------------
Name: F.C.H. ▇▇▇▇▇
Title: Senior Manager Loan Operations
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
as a Lender
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
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LASALLE NATIONAL BANK
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
MICHIGAN NATIONAL BANK
as a Lender
By:
-----------------------------
Name:
Title:
NATIONAL CITY BANK (CLEVELAND)
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
COMERICA BANK
as a Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICA CAPITAL
PRIME RATE INCOME TRUST
as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President &
Director
DEBT STRATEGIES FUND, INC.
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
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SENIOR HIGH INCOME PORTFOLIO, INC.
as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
DEEPROCK & CO.
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
-----------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
-----------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management,L.P.,
as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management,
L.P.,
as Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
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EXHIBIT B
TO
CREDIT AGREEMENT
Commitments
Amount of Revolving
Lender Loan Commitment
------ ---------------
NBD Bank $3,041,795.49
The Chase Manhattan Bank $3,041,795.49
First Union National Bank $3,041,795.49
The Bank of Nova Scotia $3,041,795.49
Rabobank Nederland (New York) $3,041,795.49
LaSalle National Bank $3,041,795.49
Michigan National Bank $3,041,795.49
National City Bank (Cleveland) $1,734,375.00
Comerica Bank $1,973,056.57
-------------
TOTAL REVOLVING LOAN COMMITMENTS $25,000,000
Amount of Tranche A
Lender Term Loan Commitment
------ --------------------
NBD Bank $7,051,043.75
The Chase Manhattan Bank $7,051,043.75
First Union National Bank $7,051,043.75
The Bank of Nova Scotia $7,051,043.75
Rabobank Nederland (New York) $7,051,043.75
14
LaSalle National Bank $7,051,043.75
Michigan National Bank $7,051,043.75
National City Bank (Cleveland) $7,051,043.75
Comerica Bank $4,573,650.00
-------------
TOTAL TRANCHE A TERM LOAN COMMITMENTS $60,982,000
Amount of Tranche B
Lender Term Loan Commitment
------ --------------------
Debt Strategies Fund, Inc. $5,000,000
Deeprock & Company $1,000,000
NBD Bank $15,000,000
Senior High Income Portfolio, Inc. $5,000,000
The Chase Manhattan Bank $15,000,000
▇▇▇ ▇▇▇▇▇▇ American Capital
Prime Rate Income Trust $14,000,000
-----------
TOTAL TRANCHE B TERM LOAN COMMITMENTS $55,000,000
Amount of Acquisition
Lender Facility Commitment
------ -------------------
NBD Bank $2,487,519.62
The Chase Manhattan Bank $2,487,519.62
First Union National Bank $2,487,519.62
The Bank of Nova Scotia $2,487,519.62
LaSalle National Bank $2,487,519.62
15
Michigan National Bank $1,500,000.00
National City Bank (Cleveland) $3,794,940.10
Comerica Bank $4,267,461.80
--------------------
TOTAL ACQUISITION FACILITY COMMITMENTS $22,000,000
------------
TOTAL COMMITMENTS $162,982,000
============
16
EXHIBIT C-1
TO
CREDIT AGREEMENT
Form of Acquisition Facility Note
ACQUISITION FACILITY NOTE
U.S. $_________ New York, New York
[Date]
FOR VALUE RECEIVED, the undersigned, [INSERT NAME OF APPLICABLE
BORROWER], a [Delaware limited liability company][insert alternative
organizational information] (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO
PAY to the order of [INSERT NAME OF LENDER] (the "Lender") the principal sum of
[_____________] AND NO/100 DOLLARS ($[____]), or, if less, the aggregate unpaid
amount of all Acquisition Facility Loans made by the Lender to such Borrower
pursuant to the "Credit Agreement" (as defined below), on the Termination Date
or on such earlier date as may be required by the terms of the Credit Agreement.
Capitalized terms used herein and not otherwise defined herein are as defined in
the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount of
each Acquisition Facility Loan made to it from the date of such Acquisition
Facility Loan until such principal amount is paid in full at a rate or rates per
annum determined in accordance with the terms of the Credit Agreement. Interest
hereunder is due and payable at such times and on such dates as set forth in the
Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America if the applicable Acquisition Facility Loan was made in
Dollars or in the applicable Agreed Currency if made in an Agreed Currency to
the "Administrative Agent" (as defined below), to such account as the
Administrative Agent may designate, in same day funds. At the time of each
Acquisition Facility Loan, and upon each payment or prepayment of principal of
each Acquisition Facility Loan, the Lender shall make a notation either on the
schedule attached hereto and made a part hereof, or in such Lender's own books
and records, in each case specifying the amount of such Acquisition Facility
Loan, the respective Interest Period thereof, in the case of Eurocurrency Rate
Loans, the applicable currency, in the case of Eurocurrency Rate Loans or the
amount of principal paid or prepaid with respect to such Acquisition Facility
Loan, as the case may be; provided that the failure of the Lender to make any
such recordation or notation shall not affect the Obligations of the Borrower
hereunder or under the Credit Agreement.
This Acquisition Facility Note (this "Note") is one of the "Acquisition
Facility Notes" referred to in, and is entitled to the benefits of, the Second
Amended and Restated Credit
17
Agreement dated as of August 5, 1997 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement") among AAS
Holdings, LLC, Advanced Accessory Systems, LLC, Valley Industries, LLC, Brink
International BV, Brink BV, certain borrowing subsidiaries from time to time
parties thereto, the financial institutions from time to time parties thereto,
NBD Bank, as the Administrative Agent and the Documentation and Collateral Agent
(herein, the "Administrative Agent"), and The Chase Manhattan Bank, as the
Co-Administrative Agent. The Credit Agreement, among other things, (i) provides
for the making of Acquisition Facility Loans by the Lender to the Borrower and
the other Borrowers under the Credit Agreement from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. Dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Acquisition
Facility Loan to it being evidenced by this Note, and (ii) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments of the principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by the Borrower.
Whenever in this Note reference is made to the Administrative Agent,
the Co-Administrative Agent, the Documentation and Collateral Agent, the Lender
or the Borrower, such reference shall be deemed to include, as applicable, a
reference to their respective successors and assigns. The provisions of this
Note shall be binding upon and shall inure to the benefit of said successors and
assigns. The Borrower's successors and assigns shall include, without
limitation, a receiver, trustee or debtor in possession of or for the Borrower.
This Note shall be interpreted, and the rights and liabilities of the
parties hereto determined, in accordance with the laws of the State of New York.
[Name of Applicable Borrower]
By:
--------------------------
Name:
Title:
18
SCHEDULE OF ACQUISITION FACILITY LOANS AND PAYMENTS OR PREPAYMENTS
Amount of Unpaid
Amount Type Interest Principal Paid Principal Notation
Date of Loan of Loan Period/Rate Currency or Prepaid Balance Made By
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