S-4/A

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As filed with the Securities and Exchange Commission on September 9, 2003

Registration No. 333-106356

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ADVANCED ACCESSORY SYSTEMS, LLC
(Exact name of registrant as specified in Its Charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3714
(Primary Standard Industrial
Classification Bankruptcy Code Number) 13-3848156
(I.R.S. Employer
Identification Number)

Co-Registrants See Next Page c/o Advanced Accessory Systems, LLC 12900 Hall Road Suite 200 Sterling Heights, Michigan 48213 (586) 997-2900 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)	Barry G. Steele Chief Financial Officer 12900 Hall Road Suite 200 Sterling Heights, Michigan 48213 (586) 997-2900 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to: Michael R. Littenberg, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Ph: (212) 756-2000 Fax: (212) 593-5955

Approximate Date of Commencement of Proposed Offer to the Public: As soon as practicable after this registration statement becomes effective.

If the securities being registered are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering:    o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Co-Registrants

Exact Name of Co-Registrant as specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
AAS Capital Corporation (Co-Issuer)	Delaware	6719	13-3969422
CHAAS Acquisitions, LLC (Guarantor)	Delaware	6719	41-2107245
Valley Industries, LLC (Guarantor)	Delaware	3714	38-3363492
SportRack, LLC (Guarantor)	Delaware	3714	13-3848154
AAS Acquisitions, LLC (Guarantor)	Delaware	6719	84-1618508
ValTek, LLC (Guarantor)	Delaware	3714	38-3402070

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2003

PRELIMINARY PROSPECTUS

ADVANCED ACCESSORY SYSTEMS, LLC
AAS CAPITAL CORPORATION

$150,000,000

OFFER TO EXCHANGE

10³/4% Senior Notes due 2011, Series B
for any and all outstanding
10³/4% Senior Notes due 2011, Series A
of
Advanced Accessory Systems, LLC and AAS Capital Corporation

The exchange offer will expire at 12:00 midnight, New York City time,
on            , which is 20 business days after the commencement of the exchange offer, unless extended.

The Company:

•

We are one of the world's largest designers and manufacturers of exterior accessories for the automotive original equipment manufacturer, or OEM, market and aftermarket. We design and manufacture a wide array of both rack systems and towing systems and related accessories.

The Issuers:

•

Advanced Accessory Systems, LLC, or AAS, and AAS Capital Corporation. AAS Capital Corporation is an indirect wholly-owned subsidiary of AAS with nominal assets and which conducts no business or operations. AAS and AAS Capital Corporation are collectively referred to in this prospectus as the "issuers".

The Offering:

•

Offered securities: the securities offered by this prospectus are senior notes, which are being issued in exchange for senior notes sold by us in our private placement that we consummated on May 23, 2003. The new notes are substantially identical to the original notes and are governed by the same indenture governing the original notes. Original notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple thereof.



•

Expiration of offering: the exchange offer expires at 12:00 midnight, New York City time, on            , 2003, which is 20 business days after the commencement of the exchange offer, unless extended.

The New Notes:

•

Maturity: June 15, 2011.



•

Interest payment dates: semiannually on each June 15 and December 15, beginning on December 15, 2003.



•

Redemption: we can redeem the new notes on or after June 15, 2007, except we may redeem up to 35% of the new notes prior to June 15, 2006 with the proceeds of one or more public equity offerings. We are required to redeem the new notes under some circumstances involving changes of control and asset sales.



•

Ranking: the new notes will be the senior unsecured obligations of the issuers and will rank pari passu with the existing and future unsecured senior debt of the issuers and senior to all of the issuers' existing and future subordinated debt. The guarantees of the new notes will rank pari passu with existing and future senior debt of CHAAS Acquisitions, LLC, the direct holding company of AAS, which we refer to as our "parent," and its material domestic subsidiaries that will guarantee the new notes. The new notes and the guarantees will be effectively subordinated to any of the issuers' or the guarantors' secured debt, including our obligations under the credit facilities, to the extent of the value of the collateral securing such facilities. As of June 30, 2003, we and the guarantors had $176.8 million of indebtedness, including the new notes and excluding interest accrued thereon, of which $16.7 million was secured. On the same date, we had approximately $31.5 million of availability under our credit facilities.



•

Neither an exchange of an original note for a new note nor the filing of a registration statement with respect to the resale of the new notes should be a taxable event to you, and you should not recognize any taxable gain or loss or any interest income as a result of such exchange or such filing.

See "Risk Factors," beginning on page 11, for a discussion of some factors that should be considered by holders in connection with a decision to tender original notes in the exchange offer.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003

TABLE OF CONTENTS

	Page
Information about the Transaction	i
Prospectus Summary	1
Risk Factors	11
Market Share, Ranking and Other Data	19
Forward-Looking Statements	19
Trademarks and Trade Names	19
The Acquisition	20
Use of Proceeds	24
Capitalization	26
Unaudited Pro Forma Financial Statements	27
Selected Consolidated Historical Financial Data	32
Management's Discussion and Analysis of Financial Condition and Results of Operations	36
The Exchange Offer	48
Business	57
Management	67
Security Ownership of Certain Beneficial Owners and Management	72
Certain Relationships and Related Transactions	73
Description of Material Indebtedness	75
Description of the New Notes	85
Material United States Federal Income and Estate Tax Consequences	123
Plan of Distribution	127
Legal Matters	127
Experts	127
Available Information	128
Index to Financial Statements	F-1

INFORMATION ABOUT THE TRANSACTION

        THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. SUCH INFORMATION IS AVAILABLE WITHOUT CHARGE TO THE HOLDERS OF OUR ORIGINAL NOTES BY CONTACTING US AT OUR ADDRESS WHICH IS 12900 HALL ROAD, SUITE 200, STERLING HEIGHTS, MICHIGAN 48213 OR BY CALLING US AT (586) 997-2900. TO OBTAIN TIMELY DELIVERY OF THIS INFORMATION, YOU MUST REQUEST THIS INFORMATION NO LATER THAN FIVE BUSINESS DAYS BEFORE                        , 2003, WHICH IS 20 BUSINESS DAYS AFTER THE COMMENCEMENT OF THE EXCHANGE OFFER, UNLESS EXTENDED.

i

PROSPECTUS SUMMARY

The following summary contains basic information about us and this exchange offer. It likely does not contain all the information that is important to you. You should read this entire prospectus carefully, including "Risk Factors" and the financial information included elsewhere. Unless the context otherwise requires, all information in this prospectus which refers to "we," "our," "the Company," or "us" refers to Advanced Accessory Systems, LLC, or AAS, AAS Capital Corporation and the other subsidiaries of CHAAS Acquisitions, LLC, the direct parent of AAS, which we also refer to as "our parent."

Our Company

        We are one of the world's largest designers and manufacturers of exterior accessories for the automotive original equipment manufacturer, or OEM, market and aftermarket. We design and manufacture a wide array of both rack systems and towing systems and related accessories. We are the largest supplier of towing systems in the world and one of the two largest suppliers of rack systems. Our products are designed and engineered to meet vehicle-specific requirements, while improving vehicle functionality and styling. We sell our products to most of the OEMs producing vehicles in North America and Europe and to many of the major aftermarket distributors, installers and retailers. As a Tier 1 supplier to the OEM market, we are generally awarded contracts to supply our products for a given vehicle platform on a sole source basis. For the twelve months ended June 30, 2003, our net sales were $341.7 million.

        We have long-standing relationships with many of our major customers and have served our two largest customers for more than 10 years. Our OEM customers include BMW, DaimlerChrysler, Fiat, Ford, General Motors, Isuzu, Kia, Mitsubishi, Nissan, Opel, SEAT, Skoda, Subaru, Toyota, Volkswagen and Volvo. Our aftermarket customers include Ace Hardware, Advance Auto Parts, Balkamp (NAPA Auto Parts), Brezan, Canadian Tire, Coast Distribution System, Feuvert, Norauto, and U-Haul. Sales to OEM customers represented 66% of our net sales for the twelve months ended June 30, 2003, while the remainder were from sales to customers serving the automotive aftermarket. For the twelve months ended June 30, 2003, 71% of our net sales were derived from our North American operations, while the remainder were from European operations. We are headquartered in Sterling Heights, Michigan and have a total of 28 facilities located in both North America and Europe, of which 23 are manufacturing and engineering facilities.

Competitive Strengths

•

Leading global market position;



•

Strong customer relationships;



•

Design and engineering expertise;



•

Comprehensive product line;



•

High quality, low cost manufacturing position; and



•

Experienced management with a proven track record.

1

Business Strategy

        Our objective is to strengthen our position as a leading global supplier of automotive exterior accessories, thereby increasing revenue and cash flow. To accomplish our goal, we intend to pursue the following strategies:

•

Increase sales to new and existing customers;



•

Emphasize new product introductions;



•

Increase operating efficiencies; and



•

Pursue strategic acquisitions.

        We face certain risks in the implementation of our business strategy. For example, if we fail to increase our sales to new and existing customers and/or lose business from any of our major customers, this could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to generate significant revenues in the future through the offering of new products. Furthermore, the OEM supplier industry is cyclical and, in large part, dependent upon the overall strength of customer demand for various types of motor vehicles and products. A decrease in consumer demand for motor vehicles in general or specific types of vehicles and/or products could adversely impact our ability to implement our strategy. See "Risk Factors—Risks Relating to Our Business" for other potential risks that may impact the successful implementation of our business strategy.

The Transactions

        An affiliate of J.P. Morgan Partners, LLC and certain members of our management formed the Company in September 1995 to make strategic acquisitions of automotive exterior accessory manufacturers and to integrate those acquisitions into a global enterprise that would be a preferred supplier to the automotive industry.

        On April 15, 2003, substantially all of the equity interests of AAS were acquired by Castle Harlan Partners IV, L.P., or CHP IV, a private equity investment fund organized and managed by Castle Harlan Inc., or Castle Harlan, a leading private equity firm, in conjunction with certain members of our management, in order to facilitate the continued growth of the Company. We refer to the foregoing transaction as the "acquisition" in this prospectus. Our parent was formed in April 2003 by CHP IV as an acquisition vehicle to acquire AAS's equity in conjunction with the acquisition. Our objective is to strengthen our position as a leading global supplier of automotive exterior accessories. The new notes were issued to help create a suitable capital structure for us in pursuing this objective. As used in this prospectus, we refer to the "Transactions" collectively as (i) the consummation of the acquisition and the repayment of certain of our then existing indebtedness in connection therewith, (ii) the borrowings under our credit facilities entered into in connection with acquisition and (iii) the issuance of the original notes and the application of the proceeds therefrom. We refer to CHP IV and its affiliates (other than CHAAS Holdings, LLC, or CHAAS Holdings, the direct parent of our parent, and its subsidiaries) in this prospectus as the "Castle Harlan Group." See "The Acquisition" for further information concerning the acquisition including information on the closing purchase price and adjustments, the earnout, sources and uses and our post-acquisition organizational structure chart.

        Our principal executive offices are located at Sterling Town Center, 12900 Hall Road, Suite 200, Sterling Heights, Michigan 48313. Our telephone number is (586) 997-2900.

2

THE EXCHANGE OFFER

Expiration Date	12:00 midnight, New York City time, on                 , 2003, which is 20 business days after the commencement of the exchange offer, unless we extend the exchange offer.
Exchange and Registration Rights	In an A/B exchange registration rights agreement dated May 23, 2003, the holders of the issuers' 103/4% senior notes due 2011, series A, which are referred to in this prospectus as the "Original Notes", were granted exchange and registration rights. This exchange offer is intended to satisfy these rights. You have the right to exchange the Original Notes that you hold for the issuers' 103/4% senior notes due 2011, series B, which are referred to in this prospectus as the "New Notes", with substantially identical terms. Once the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Original Notes.
Accrued Interest on the New Notes and Original Notes	The New Notes will bear interest from May 23, 2003. Holders of Original Notes which are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest on those Original Notes accrued to the date of issuance of the New Notes.
Conditions to the Exchange Offer	The exchange offer is conditioned upon some customary conditions which we may waive. All conditions to which the exchange offer is subject must be satisfied or waived on or before the expiration of the offer.
Procedures for Tendering Original Notes	Each holder of Original Notes wishing to accept the exchange offer must:
	•	complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; or
	•	arrange for DTC to transmit required information in accordance with DTC's procedures for transfer to the exchange agent in connection with a book-entry transfer.
	You must mail or otherwise deliver this documentation together with the Original Notes to the exchange agent. Original Notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any integral multiple thereof.
Special Procedures for Beneficial Holders	If you beneficially own Original Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Original Notes in the exchange offer, you should contact the registered holder promptly and instruct them to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal for the exchange offer and delivering your Original Notes, either arrange to have your Original Notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

3

Guaranteed Delivery Procedures	You must comply with the applicable procedures for tendering if you wish to tender your Original Notes and:
	•	time will not permit your required documents to reach the exchange agent by the expiration date of the exchange offer; or
	•	you cannot complete the procedure for book-entry transfer on time; or
	•	your Original Notes are not immediately available.
Withdrawal Rights	You may withdraw your tender of Original Notes at any time by or prior to 12:00 midnight, New York City time, on the expiration date, unless previously accepted for exchange.
Failure to Exchange Will Affect You Adversely	If you are eligible to participate in the exchange offer and you do not tender your Original Notes, you will not have further exchange or registration rights and you will continue to be restricted from transferring your Original Notes. Accordingly, the liquidity of the Original Notes will be adversely affected.
Federal Tax Considerations	We believe that the exchange of the Original Notes for the New Notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. A holder's holding period for New Notes will include the holding period for Original Notes, and the adjusted tax basis of the New Notes will be the same as the adjusted tax basis of the Original Notes exchanged. See "Material United States Federal Income Tax Consequences."
Exchange Agent	BNY Trust Midwest Company, trustee under the indenture under which the New Notes will be issued, is serving as exchange agent.
Use of Proceeds	We will not receive any proceeds from the exchange offer.

4

SUMMARY TERMS OF NEW NOTES

        The summary below describes the principal terms of the New Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the New Notes.

Issuers	Advanced Accessory Systems, LLC, or AAS, and AAS Capital Corporation. AAS Capital Corporation is an indirect wholly-owned subsidiary of AAS with nominal assets and which conducts no business or operations. AAS and AAS Capital Corporation are collectively referred to in this prospectus as the "issuers."
Securities Offered	The form and terms of the New Notes will be the same as the form and terms of the Original Notes except that:
	•	the New Notes will bear a different CUSIP number from the Original Notes;
	•	the New Notes will have been registered under the Securities Act of 1933, or the Securities Act, and, therefore, will not bear legends restricting their transfer; and
	•	you will not be entitled to any exchange or registration rights with respect to the New Notes.
	The New Notes will evidence the same debt as the Original Notes. They will be entitled to the benefits of the indenture governing the Original Notes and will be treated under the indenture as a single class with the Original Notes.
Maturity	June 15, 2011.
Interest	The New Notes will bear cash interest at the rate of 103/4% per annum (calculated using a 360-day year), payable semi-annually in arrears.
	Payment frequency—every six months on June 15 and December 15.
	First payment—December 15, 2003.
Ranking	The New Notes will be the senior unsecured obligations of the issuers and will rank pari passu with the existing and future unsecured senior debt of the issuers and senior to all of the issuers' existing and future subordinated debt. The guarantees of the New Notes will rank pari passu with existing and future senior debt of CHAAS Acquisitions, LLC, the direct holding company of AAS, which we refer to as our "parent," and its material domestic subsidiaries that will guarantee the New Notes. The New Notes and the guarantees will be effectively subordinated to any of the issuers' or the guarantors' secured debt, including our obligations under the credit facilities, to the extent of the value of the collateral securing such facilities. As of June 30, 2003, we and the guarantors had $176.8 million of indebtedness, excluding interest accrued thereon, of which $16.7 million was secured. On the same date, we had approximately $31.5 million of availability under our credit facilities.

5

Guarantees	Our parent and each of its material domestic subsidiaries (other than the issuers) will jointly and severally guarantee the New Notes with unconditional guarantees. If our parent creates or acquires a new domestic subsidiary, it will, under specified circumstances, guarantee the New Notes. The guarantees will be unsecured senior obligations of such entities and will rank senior to all of such entities' existing and future subordinated debt and will be effectively subordinated to any secured debt of such entities. Our parent's foreign subsidiaries will not guarantee the New Notes. See "Description of the New Notes—Guarantees."
Optional Redemption	Except as described below, the issuers cannot redeem the New Notes until June 15, 2007. Thereafter, the issuers may redeem some or all of the New Notes, at their option, at the redemption prices listed in the "Description of the New Notes" section under the heading "Optional Redemption," plus accrued and unpaid interest, if any, to the date of redemption.
Optional Redemption After Public Equity Offerings	At any time (which may be more than once) before June 15, 2006, the issuers can choose to redeem up to 35% of the outstanding New Notes with money that they or our parent or any holding company of our parent raise in one or more public equity offerings, as long as:
	•	the issuers pay 110.750% of the face amount of the New Notes, plus interest;
	•	the issuers redeem the New Notes within 90 days of completing the public equity offering; and
	•	at least 65% of the aggregate principal amount of New Notes issued remains outstanding afterwards.
Change of Control Offer	If a change in control occurs, unless the issuers have exercised their right to redeem all of the New Notes as described above, they must give holders of the New Notes the opportunity to sell to the issuers their New Notes at 101% of their face amount, plus accrued and unpaid interest to the date of repurchase.
	The issuers might not be able to pay you the required price for the New Notes you present to them at the time of a change of control, because:
	•	the issuers might not have enough funds at that time; or
	•	the terms of our other senior debt may prevent them from paying.
	See "Risk Factors—Risks Related to The New Notes—The issuers may be unable to purchase the New Notes upon a change of control."
Asset Sale Proceeds	Under the indenture, if the issuers, our parent or our parent's other material domestic subsidiaries engage in asset sales, the issuers generally must either invest the net cash proceeds from such sales in our business within a period of time, permanently repay the debt under our credit facilities or make an offer to purchase a principal amount of the New Notes equal to the excess net cash proceeds. The purchase price of the New Notes will be 100% of their principal amount, plus accrued interest. See "Description of the New Notes—Material Covenants—Limitation on Asset Sales."

6

Certain Indenture Provisions	The indenture governing the New Notes will contain covenants that, among other things, limit the issuers' and our parent's ability, and the ability of our parent's other material domestic subsidiaries, to:
	•	incur additional debt or guarantee obligations;
	•	grant liens on assets;
	•	make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our capital stock);
	•	make investments or acquisitions;
	•	sell assets;
	•	enter into transactions with affiliates; and
	•	merge or consolidate with another company or transfer substantially all of our assets.
	These covenants are subject to a number of important limitations and exceptions as described under "Description of the New Notes."
Exchange Offer; Registration Rights	You have the right to exchange the Original Notes for New Notes with substantially identical terms. This exchange offer is intended to satisfy that right. The New Notes will not provide you with any further exchange or registration rights.
Resales Without Further Registration	We believe that the New Notes issued in the exchange offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
	•	you are acquiring the New Notes issued in the exchange offer in the ordinary course of your business;
	•	you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in the distribution of the New Notes issued to you in the exchange offer; and
	•	you are not our "affiliate," as defined under Rule 405 of the Securities Act.
	Each of the participating broker-dealers that receives New Notes for its own account in exchange for Original Notes that were acquired by it as a result of market-making or other activities must acknowledge that it will deliver a prospectus in connection with the resale of the New Notes. We do not intend to list the New Notes on any securities exchange.

7

Summary Consolidated Historical and Unaudited Pro Forma Financial Data

        Our financial statements for the periods subsequent to April 14, 2003 are referred to as the financial statements of the "Company." All financial statements prior to that date are referred to as the financial statements of the "Predecessor."

        The following table sets forth summary consolidated historical financial data of our Predecessor for 2000, 2001 and 2002, the unaudited six month period ended June 30, 2002 and the unaudited period from January 1, 2003 through April 14, 2003, and of the Company for the period from April 15, 2003 through June 30, 2003. The table also includes unaudited pro forma financial data of the Company for the year ended December 31, 2002 and for the six month period ended June 30, 2003. The table should be read in conjunction with our financial statements, the notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Unaudited Pro Forma Financial Statements" and notes thereto included elsewhere in this prospectus.

        The summary consolidated historical financial data for our Predecessor at December 31, 2002 and 2001, and the results of operations and cash flows for each of the three years in the period ended December 31, 2002, have been derived from the consolidated historical financial statements included elsewhere in this prospectus. The summary consolidated historical financial data for the six month period ended June 30, 2002 have been derived from the consolidated unaudited historical financial statements which, in the opinion of management, include all adjustments, including usual recurring adjustments, necessary for the fair presentation of that information for such periods. The financial data presented for the interim periods are not necessarily indicative of the results for the full year.

        The summary unaudited pro forma financial data for the year ended December 31, 2002 and the six month period ended June 30, 2003 has been derived from the pro forma consolidated financial data included elsewhere in this prospectus. See "Unaudited Pro Forma Financial Statements." The summary pro forma condensed consolidated statement of income (unaudited) data presented herein gives pro forma effect to the Transactions as if they occurred at January 1, 2002.

        Our parent was formed in April 2003 by CHP IV as an acquisition vehicle to acquire our assets on April 15, 2004, and has no independent operations. Our financial statements for the periods subsequent to April 14, 2003 reflect our parent on a consolidated basis subsequent to the acquisition. All financial statements prior to that date reflect AAS on a consolidated basis prior to the acquisition.

        The unaudited pro forma financial data is not necessarily indicative of what our results of operations or financial position would have been had the Transactions taken place on the dates indicated and are not intended to project our results of operations or financial position for any future period or date.

8

																	Company
		Predecessor															Historical			Pro Forma
														Period from January 1, 2003 through April 14, 2003			Period from April 15, 2003 through June 30, 2003
		Year ended December 31,
											Six months ended June 30, 2002									Year ended December 31, 2002			Six months ended June 30, 2003
		2000			2001			2002
		(Dollars in thousands)															(Dollars in thousands)
Statement of Operations Data:
Net sales		$	318,817		$	314,035		$	329,782		$	174,191		$	101,854		$	84,230		$	329,782		$	186,084
Cost of sales			239,090			239,583			250,516			129,861			76,508			63,075			250,516			139,583
	Gross profit		79,727			74,452			79,266			44,330			25,346			21,155			79,266			46,501
Selling, administrative and product development expense			45,527			44,769			48,103			22,541			14,908			9,389			51,088			25,043
Stock option compensation			—			—			—			—			10,125			—			—			—
Transaction expenses			—			—			1,206			—			3,784			—			—			—
Amortization of intangible assets			3,297			3,312			122			13			11			—			122			11
	Operating income (loss)		30,903			26,371			29,835			21,776			(3,482	)		11,766			28,056			21,447
Other expenses			23,388			23,375			7,998			1,059			1,616			9,418			20,466			9,310
Income (loss) before income taxes and cumulative effect of accounting change			7,515			2,996			21,837			20,717			(5,098	)		2,348			7,590			12,137
Income (loss) before cumulative effect of accounting change			7,793			2,394			17,585			17,782			(6,698	)		459			3,325			7,826
Cumulative effect of accounting change for goodwill impairment			—			—			(29,207	)		(29,207	)		—			—			—			—
Net income (loss)		$	7,793		$	2,394		$	(11,622	)	$	(11,425	)	$	(6,698	)	$	459		$	3,325		$	7,826
Selected Balance Sheet Data (at end of period):
Cash and cash equivalents		$	3,315		$	2,139		$	2,653		$	2,422			6,830		$	4,814
Total assets			242,497			228,290			224,290			223,644			241,022			373,997
Total debt, including current maturities			175,635			156,649			154,947			156,440			160,677			196,469
Members' equity (deficit)			5,896			8,324			(6,388	)		(5,460	)		(13,632	)		100,448
Other Financial Data:
Depreciation		$	10,346		$	10,569		$	11,299		$	5,416			3,339		$	2,727		$	11,299		$	6,511
Capital expenditures			10,445			7,580			15,354			5,673			2,512			2,061			15,534			4,573
Cash flow from operations (1)			21,416			27,651			21,004			7,456			2,898			(3,460	)		15,762			734
Cash flow from investing activities (1)			(13,249	)		(7,580	)		(15,354	)		(5,673	)		(2,512	)		(110,428	)		(15,534	)		(4,573	)
Cash flow from financing activities (1)			(14,982	)		(20,389	)		(5,526	)		(2,333	)		4,087			111,005			(2,512	)		6,460
EBITDA (2)			39,160			35,304			50,321			34,003			3,369			8,599			40,113			27,856
Pro forma cash interest expense (3)																					18,819
Ratio of pro forma EBITDA to pro forma cash interest expense																					2.13x

(1)

Pro forma cash flow reflects the cash flows for the twelve month period ended December 31, 2002 and the six month period ended June 30, 2003 adjusted for the change in cash received via the Transactions and the change in interest expense, net of tax, also related to the Transactions.

(2)

EBITDA is defined as operating income plus depreciation and amortization. Historical EBITDA had been computed including foreign exchange gains or losses. Pro forma EBITDA does not include foreign exchange gains or losses since such gains or losses were related to U.S. dollar denominated indebtedness of Brink International B.V. ("Brink") for our then existing capital structure that was not carried over under our new capital structure. Our management uses EBITDA as a

9

measure of liquidity and we are including it because we believe that it provides our investors and industry analysts additional information to evaluate our ability to meet our debt service obligations. Moreover, our senior credit agreement requires us to use EBITDA in calculating our leverage and fixed charge coverage ratios. EBITDA is not a recognized term under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income or cash flow from operating activites determined in accordance with GAAP. Because EBITDA, as determined by us, excludes some, but not all, items that affect net income, it may not be comparable to EBITDA or similarly titled measures used by other companies. The following table sets forth (i) our calculation of EBITDA and (ii) a reconciliation of EBITDA, as so calculated, to our cash flow provided by operating activites.

																Company
																Historical			Pro Forma
	Predecessor
																Period from April 15, 2003 through June 30, 2003
	Year ended December 31,												Period from January 1, 2003 through April 14, 2003
										Six months ended June 30, 2002									Year ended December 31, 2002			Six months ended June 30, 2003
	2000			2001			2002
	(Dollars in thousands)															(Dollars in thousands)
EBITDA	$	39,160		$	35,304		$	50,321		$	34,003		$	3,369		$	8,599		$	40,113		$	27,856
Add (subtract):
Benefit (provision) for income taxes		278			(602	)		(4,252	)		(2,935	)		(1,600	)		(1,889	)		(4,265	)		(4,311	)
Interest expense, net		(17,325	)		(17,006	)		(15,000	)		(7,857	)		(4,772	)		(3,524	)		(18,450	)		(9,299	)
Loss resulting from debt extinguishment		—			—			—			—			—			5,939			—			—
Stock option compensation		—			—			—			—			10,125			—			—			—
Other adjustments		20			(2	)		(65	)		555			68			15			(65	)		138
Foreign currency gains (losses)		5,159			4,965			(8,190	)		(6,565	)		(3,061	)		(2	)		239			179
Deferred income tax provision		(908	)		(161	)		1,298			2,390			(87	)		(1,237	)		1,298			(1,324	)
Changes in working capital and other assets and liabilities		(4,968	)		5,153			(3,108	)		(12,135	)		(1,144	)		(11,361	)		(3,108	)		(12,505	)
Net cash provided by operating activities	$	21,416		$	27,651		$	21,004		$	7,456		$	2,898		$	(3,460	)	$	15,762		$	734

(3)

Does not include any amortization of debt issuance costs.

10

RISK FACTORS

In addition to the other information set forth in this prospectus, you should carefully consider the following factors before tendering the Original Notes in exchange for the New Notes. The following risks could materially harm our business, financial condition or future results. If that occurs, the value of the New Notes could decline, and you could lose all or part of your investment.

Risks Relating to Our Indebtedness

Our substantial debt could adversely affect our financial health and prevent the issuers from making payments on the New Notes.

        We have a substantial amount of debt. As of June 30, 2003, we had approximately $196.5 million of debt, excluding interest accrued thereon, and $31.5 million of additional borrowing availability under our credit facilities, subject to compliance with our financial and other covenants and the terms set forth therein.

        Our substantial debt could have important consequences to you. For example, it could:

•

make it more difficult for the issuers to satisfy their obligations with respect to the New Notes;



•

make us vulnerable to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing for future working capital, capital expenditures, product development efforts, strategic acquisitions and other general corporate requirements;



•

expose us to interest rate fluctuations because the interest on the debt under our credit facilities is at variable rates;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and



•

place us at a competitive disadvantage compared to our competitors that may have proportionately less debt.

Our debt service will require a significant amount of cash.

        To service our debt, we require a significant amount of cash. Our ability to generate cash, make scheduled payments or to refinance our obligations depends on our successful financial and operating performance. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future, a substantial portion of which will mature prior to the New Notes. Our financial and operating performance, cash flow and capital resources performance depend upon prevailing economic conditions, and certain financial, business and other factors, many of which are beyond our control. These factors include, among others:

•

economic and competitive conditions affecting the market for our products and the automotive accessories and automotive markets generally;



•

operating difficulties, increased operating costs or pricing pressures we may experience;



•

increased raw material costs; and



•

delays in implementing any strategic projects.

        If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capacity expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you as to the terms of any such transaction or how soon any such transaction could be completed, if at all. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

We may incur additional debt.

        We may incur substantial additional indebtedness in the future. The terms of the indenture permit us to incur a substantial amount of additional debt and our credit facilities permit additional

11

borrowings under certain circumstances. As of June 30, 2003, we had approximately $31.5 million of additional borrowing availability under our credit facilities, subject to compliance with our financial and other covenants and the terms set forth therein. Our incurrence of additional indebtedness would increase the risks described above.

        The indenture and our credit facilities and our subordinated promissory notes contain various restrictive covenants that limit our management's discretion in operating our business. In particular, these agreements will limit our ability to, among other things:

•

incur additional debt or guarantee obligations;



•

grant liens on assets;



•

make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our equity);



•

make investments or acquisitions;



•

sell assets;



•

engage in transactions with affiliates; and



•

merge, consolidate or transfer substantially all of our assets.

        In addition, our credit facilities also require us to maintain certain financial ratios and limits our ability to make capital expenditures.

        If we fail to comply with the restrictions of the indenture, our credit facilities, our subordinated promissory notes or any other subsequent financing agreements, a default may allow the creditors, if the agreements so provide, to accelerate the related debt under certain circumstances as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders may be able to terminate any commitments they had made to supply us with further funds.

Risks Relating to the New Notes

The New Notes are unsecured and effectively subordinated to our secured indebtedness.

        The New Notes will not be secured. Our credit facilities are secured by substantially all of our domestic assets and certain foreign assets. If we become insolvent or are liquidated, or if payment under the credit facilities or any of our other existing or future secured debt obligations is accelerated, our lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the New Notes. As a result, the New Notes are effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness and the holders of the New Notes may recover ratably less than the lenders of our secured debt in the event of our bankruptcy or liquidation. As of June 30, 2003, the issuers and the guarantors had $16.7 million of senior secured indebtedness outstanding, and approximately $31.5 million of additional borrowing availability under our credit facilities, subject to compliance with our financial and other covenants and the terms set forth therein. In addition, subject to the terms of the indenture, we will be permitted to borrow substantial additional indebtedness, including secured debt, in the future. Accordingly, there can be no assurance that there will be sufficient assets remaining after satisfying our obligations under our senior secured debt for the issuers to pay amounts due on the New Notes.

Not all of our parent's subsidiaries will guarantee the New Notes, and your right to receive payments on the New Notes could be adversely affected if any non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

        Not all of our parent's subsidiaries will guarantee the New Notes. Although our parent and all of its material domestic subsidiaries (other than the issuers) will guarantee the New Notes, none of our parent's foreign subsidiaries will guarantee the New Notes. In the event that any of the non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of their indebtedness and their trade creditors will generally be entitled to payment on their claims from the assets of those subsidiaries before any of those assets are made available to us. Consequently, your claims in respect of the New Notes will be effectively subordinated to all of the existing and future

12

liabilities of the non-guarantor subsidiaries. Net sales from international operations (including Canada) for the twelve months ended June 30, 2003 were $114.7 million, or 33.6% of our net sales. As of June 30, 2003, assets associated with these operations were 42.6% of total assets. As of June 30, 2003, the non-guarantor subsidiaries had approximately $19.7 million of debt outstanding.

The guarantees may not be enforceable because of fraudulent conveyance laws.

        The incurrence of the guarantees by the guarantors (including any future guarantees) may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of the guarantors' unpaid creditors. Under these laws, if in such a case or lawsuit a court were to find that, at the time such guarantor incurred a guarantee of the New Notes, such guarantor:

•

incurred the guarantee of the New Notes with the intent of hindering, delaying or defrauding current or future creditors;



•

received less than reasonably equivalent value or fair consideration for incurring the guarantee obligations of the New Notes and such guarantor:



•

was insolvent or was rendered insolvent;



•

was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes);

then such court could avoid the guarantee of such guarantor or subordinate the amounts owing under such guarantee to such guarantor's presently existing or future debt or take other actions detrimental to you.

        It may be asserted that the guarantors incurred all or a portion of their guarantees for our benefit and they incurred the obligations under the guarantees for less than reasonably equivalent value or fair consideration.

        The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee, any of the following occurred:

•

the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation;



•

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; or



•

it could not pay its debts as they became due.

        If a guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any reason, you will not have a claim against that obligor and will only be a creditor of our company or any guarantor whose obligation was not set aside or found to be unenforceable.

        We believe that each guarantor will receive, directly and indirectly, reasonably equivalent value for the incurrence of its respective guarantee. In addition, on the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its respective guarantee will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

AAS is a holding company with virtually no independent operations. Its ability to repay the New Notes depends upon the performance of its subsidiaries and their ability to make distributions to AAS.

        AAS is an issuer of the New Notes. Substantially all of AAS' consolidated operations will be conducted by AAS' subsidiaries and, therefore, its ability to pay its debt, including its obligations under

13

the New Notes, will be dependent upon cash dividends and distributions or other transfers from its subsidiaries. AAS' subsidiaries' ability to make any payments to AAS will depend on their indebtedness, business and tax considerations, legal and regulatory restrictions and economic conditions.

AAS Capital Corporation has nominal assets from which to make payments on the New Notes; our parent is a holding company with virtually no independent operations and depends upon the performance of its subsidiaries and their ability to make distributions to it.

        AAS Capital Corporation is also an issuer of the New Notes. AAS Capital Corporation is a wholly-owned subsidiary of AAS with no operations and nominal assets from which to make payments on the New Notes. In addition, our parent is a holding company, which was formed in connection with the acquisition, whose sole source of operating income and cash flow is derived from direct and indirect wholly-owned subsidiaries. Our parent is therefore dependent upon dividends and distributions of earnings from its subsidiaries to perform its obligations under its guarantee.

Our controlling equity holders may take actions that conflict with your interests.

        Substantially all of the voting power of our equity is held by affiliates of Castle Harlan. Accordingly, they control the power to elect our directors and managers, to appoint new management and to approve all actions requiring the approval of the holders of our equity, including adopting amendments to our constituent documents and approving mergers, acquisitions or sales of all or substantially all of our assets. The directors and managers have the authority, subject to the terms of our debt, to issue additional indebtedness or equity, implement equity repurchase programs, declare dividends and make other such decisions about our equity.

        In addition, the interests of our controlling equity holders could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our controlling equity holders might conflict with your interests as a holder of the New Notes. Our controlling equity holders also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you, as holders of the New Notes.

The issuers may be unable to purchase the New Notes upon a change of control.

        Upon the occurrence of specified "change of control" events, the issuers will be required to offer to purchase each holder's New Notes at a price of 101% of their principal amount plus accrued and unpaid interest, unless all New Notes have been previously called for redemption. The issuers may not have sufficient financial resources to purchase all of the New Notes that holders tender to them upon a change of control offer. The occurrence of a change of control also could constitute an event of default under our credit facilities, the subordinated promissory notes and/or any of our future credit agreements. Our bank lenders may also have the right to prohibit any such purchase or redemption, in which event the issuers would be in default on the New Notes. See "Description of the New Notes—Change of Control."

An active trading market may not develop for the New Notes.

        The New Notes will be a new class of securities for which there currently is no established market, and we cannot be sure if an active or liquid trading market will develop for these notes. The issuers do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system. The initial purchasers of the Original Notes are not obligated to make a market in the New Notes and any market making may be discontinued at any time without notice. If a market for the New Notes were to develop, the New Notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including among other things:

•

changes in the overall market for high yield debt securities;

14

•

changes in our financial performance or prospects;



•

the prospects for companies in our industry generally;



•

the number of holders of the New Notes;



•

the interest of securities dealers in making a market for the New Notes; and



•

prevailing interest rates.

In addition, the market for non-investment grade debt has been historically subject to disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market for the New Notes, if any, may be subject to similar disruptions. Any such disruption could adversely affect the value of your notes.

Risks Relating to Our Business

Demand for automotive accessories is dependent on the North American and the European automotive industries and economies.

        Our financial performance depends on conditions in the global automotive industry, and, generally, on the North American and European economies. Demand in the automotive industry fluctuates significantly in response to overall economic conditions and is particularly sensitive to changes in interest rate levels, consumer confidence and fuel costs. Any sustained weakness in demand or continued downturn in the economy generally would have a material adverse effect on our business, results of operations and financial condition.

        Our sales are also impacted by retail inventory levels and our OEM customers' production schedules. We cannot predict when the OEMs will decide to either build or reduce inventory levels or whether new inventory levels will approximate historical levels. This may result in significant quarter-to-quarter variability in our performance. Uncertainty regarding inventory levels has been exacerbated by favorable consumer financing programs initiated by our OEM customers which may accelerate sales that otherwise would occur in future periods. In addition, we have historically experienced sales declines during the OEMs' scheduled shut-downs or shut-downs resulting from unforeseen events. Continued uncertainty and other unexpected fluctuations may have a material adverse effect on business, results of operations and financial condition.

        The OEM supplier industry is also cyclical and, in large part, dependent upon the overall strength of consumer demand for various types of motor vehicles. A decrease in consumer demand for motor vehicles in general or specific types of vehicles could have a material adverse effect on our business, results of operations and financial condition.

Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular vehicle models could reduce our sales and harm our profitability.

        DaimlerChrysler and General Motors, our two largest customers, accounted for 20% and 23%, respectively, of our aggregate net sales for the twelve months ended June 30, 2003. In addition, for the twelve months ended June 30, 2003, our ten largest customers including DaimlerChrysler and General Motors, accounted for 59% of our aggregate net sales. The loss of either or both of DaimlerChrysler and General Motors as a customer or the loss of significant business from either of these customers would have a material adverse effect on our business, results of operations and financial condition. In addition, the loss of significant business from other OEM customers could have a material adverse effect on our business, results of operations and financial condition. Most of our OEM sales are made pursuant to purchase orders. These purchase orders generally provide for supplying the customer's requirements for a particular model or model year rather than for the purchase of a minimum or a specific quantity of products and are terminable at will by the customers. In addition, we have contracts with certain large OEM customers which require us to make annual price reductions. Future price

15

accommodations to these customers or any of our other large customers could have a material adverse effect on our business, results of operations and financial condition.

Our industry is highly competitive.

        Although we are one of the world's largest suppliers of rack and towing systems and accessories, we have a large number of competitors, some of which are larger than us and have substantially greater resources than we do. See "Business—Competition." Our business may be adversely affected by increased competition, including pricing competition, in the markets in which we currently operate.

We are subject to certain risks associated with our foreign operations.

        We manufacture and/or sell our products in Europe, Canada and Mexico, in addition to the United States. For the twelve months ended June 30, 2003, 33.6% of our net sales were derived from operations conducted outside the United States, mostly from Europe. These sales are principally in euros. Foreign operations are subject to certain risks that can materially affect our sales, profits, cash flows and financial position. These risks include, but are not limited to:

•

currency exchange rate fluctuations;



•

tax rates in certain foreign countries potentially exceeding those in the United States and foreign earnings potentially being subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;



•

general economic and political conditions in countries where we operate and/or sell our products, including inflation;



•

the difficulties associated with managing a large organization spread throughout various countries; and



•

required compliance with a variety of foreign laws and regulations.

        In particular, currency exchange rate fluctuations have in the past impacted our revenues, gross margins and debt servicing requirements. As of June 30, 2003, we had approximately $19.7 million of debt denominated in currencies other than the U.S. dollar. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk."

Some of our employees are unionized.

        As is common in many European jurisdictions, substantially all of our approximately 850 employees in Europe are covered by country-wide collective bargaining agreements. Approximately 170 of our employees in the United States at the Port Huron, Michigan facility are represented by the Teamsters Union. Collective bargaining agreements with the Teamsters Union affecting these employees expire in April 2004. While we believe that our relations with our employees are satisfactory, a significant dispute with our employees could have a material adverse effect on our business, results of operations and financial condition.

Labor disputes at our customers and other suppliers of our customers could adversely affect us.

        Many of our OEM and other Tier 1 supplier customers, and other suppliers to our customers, are unionized, and work stoppages, slowdowns or other labor disputes experienced by, and the labor relations policies of, OEMs and other Tier 1 suppliers could adversely affect demand for our products in the short-term, which could adversely affect our business, results of operations and financial condition.

16

We may incur material product liability and product recall costs.

        We face an inherent business risk of exposure to product liability claims in the event that the failure of our products to perform to specifications results, or is alleged to result, in property damage, bodily injury and/or death. We cannot assure you that we will not experience any material product liability losses in the future or that we will not incur significant costs to defend these claims. To date, we have not experienced any material losses relating to product liability claims.

        In addition, if any products we design are or are alleged to be defective, we may be required to participate in government-imposed or OEM-instituted recalls involving our products, which would result in additional costs to us, which could be material. We also may incur costs relating to product recalls arising out of car design issues, rather than issues relating to the design of our products or their quality or performance. Our subsidiary Brink and three of our OEM customers are in the process of voluntarily recalling approximately 41,000 towing assemblies produced between 1999 to 2001. The recall is expected to result in an expense to Brink of up to $4.0 million. The sellers in the acquisition have agreed to indemnify us for 100% of the losses we incur in connection with the recall. The recall is not expected to have a material adverse effect on our business, financial condition or results of operation, or on our relationship with these OEM customers. In addition to the foregoing, there have been two additional recalls of our products since our formation in 1995, neither of which had a material adverse effect on our business, results of operations or financial condition.

If we are unable to obtain our raw materials at favorable prices, it could adversely impact our financial condition.

        Numerous raw materials are used in the manufacture of our products. Steel, which is purchased in sheets, rolls, bars or tubes, and resin accounted for the most significant components of our raw material costs in 2002. The domestic steel industry has experienced substantial financial instability due to numerous factors, including energy costs and the effect of foreign competition. We also purchase significant amounts of aluminum and plastics. See "Business—Raw Materials." While we have various suppliers globally and have not had difficulties in procuring raw materials, prices of these materials continually fluctuate. In addition, we may be unable to pass on the increased costs of raw materials to our customers. Our inability to pass on increased raw material costs to our customers could adversely affect our business, results of operations and financial condition.

We may make acquisitions, which present additional risks.

        Part of our growth strategy includes pursuing acquisitions. We cannot assure you that we will be able to consummate acquisitions in the future on terms acceptable to us, if at all. In addition, we cannot assure you that the integration of any future acquisitions will be successful or that the anticipated strategic benefits of any future acquisitions will be realized. Acquisitions may involve a number of special risks, including, but not limited to:

•

adverse short-term effects on our reported operating results;



•

diversion of management's attention;



•

difficulties assimilating and integrating the operations of the acquired company with our own; and



•

unanticipated liabilities or contingencies relating to the acquired company.

We depend on the service of key individuals, the loss of which could materially harm our business.

        Our success will depend, in part, on the efforts of our executive officers and other key employees. Although we do not anticipate that we will have to replace any of our key employees in the near

17

future, the loss of the services of any of our key employees could have a material adverse effect on us until a suitable replacement can be found.

Environmental laws and regulations may impose risks and costs on us.

        Our operations, both in the United States and throughout Europe, are subject to certain federal, state, local and foreign laws, ordinances and regulations governing the protection of the environment, including, but not limited to, those regulating discharges into the air and water, the use, handling and contracting for the disposal of hazardous or toxic substances, the management of wastes, the cleanup of contamination and the control of noise and odors. We could be subject to potentially significant fines or penalties if we fail to comply with these environmental regulatory requirements. Under certain environmental laws, a current or previous owner or operator of real property, and parties that generate or transport hazardous substances that are disposed of at real property, may be held liable for the cost to investigate or clean up such substances on or under the property and for related damages to natural resources. We may be subject to liability, including liability for cleanup costs, resulting from historical or ongoing operations if contamination is discovered at one of our facilities or at a landfill or other location where we have disposed of, or arranged for the disposal of, wastes. We believe that we are in substantial compliance with all environmental laws, although we cannot assure you of this. We have made and will continue to make expenditures to comply with current and future environmental requirements. Increasingly stringent environmental requirements or more aggressive enforcement actions or discovery of unknown conditions may cause our expenditures for environmental compliance to increase and we may incur material costs associated with environmental compliance in the future. See "Business—Environmental Regulation."

18

MARKET SHARE, RANKING AND OTHER DATA

        In this prospectus, we refer to information regarding market data obtained from internal sources, market research, publicly available information and industry publications. Although we believe the information is reliable, we cannot guarantee the accuracy or completeness of the information and have not independently verified it. Unless otherwise noted, market share, ranking and other data are based on internal management estimates for 2002 and are approximations.

FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements." The safe harbor provisions of Section 27A of the Securities Act do not apply to "forward-looking statements" made in connection with "tender offers." Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "intend," "project," "will be," "will likely continue," "will likely result," or words or phrases of similar meaning including, among other things, statements concerning:

•

demand for our products;



•

industry trends, including demand for types of vehicles using our products;



•

new product and customer initiatives;



•

manufacturing and related cost-saving initiatives;



•

our liquidity or capital resources; and



•

our acquisition strategy.

        Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, including exchange rate fluctuations, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include those discussed under the heading "Risk Factors." We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy or actual results to differ materially from those contained in forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.

TRADEMARKS AND TRADE NAMES

        We own or have the rights to various trademarks and trade names used in this prospectus including Barrecrafters®, Brink®, Dycrest Automotive®, Nomadic Sport® and Valley®. This prospectus also includes trade names and trademarks of other companies. Our use or display of other parties' trade names, trademarks or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, the trade name or trademark owners.

19

THE ACQUISITION

        On April 15, 2003, substantially all of the equity interests of AAS were acquired by CHP IV, a private equity investment fund organized and managed by Castle Harlan, a leading private equity firm.

Closing Purchase Price and Adjustments

        The consideration paid at or shortly after the closing of the acquisition consisted of approximately $260 million, approximately $168 million of which was used to repay, assume or defease certain of our indebtedness at the time of the acquisition and approximately $92 million (inclusive of the subordinated promissory notes discussed below) of which was used for the closing purchase price of the equity interests of AAS. The cash purchase price payable to the sellers is subject to an adjustment based on working capital at the acquisition closing date, as determined by an audit currently being conducted of our balance sheet, adjusted for certain agreed upon items, to the extent that working capital was more or less than $55.0 million. In July 2003, CHAAS Holdings delivered to the sellers a statement indicating that our adjusted working capital, derived from the audit of specified items of our balance sheet, was $58.655 million at closing of the acquisition. Subject to the right of the sellers to object to this determination, we will be obligated to make a payment of $3.655 million to the sellers, plus 6% interest per annum from the closing date of the acquisition.

        At the closing, subordinated promissory notes in an aggregate principal amount of $10.0 million were issued to the sellers by Valley Industries, LLC, or Valley, and SportRack LLC, or SportRack, two subsidiaries of CHAAS Holdings and guarantors of the notes. The subordinated promissory notes are guaranteed on a subordinated basis by our parent and all of its domestic subsidiaries. The interest rate on the subordinated promissory notes is 12% per annum until maturity. Accrued interest is not payable in cash but capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of the New Notes, subject to certain exceptions. See "Description of Material Indebtedness" for additional information concerning the subordinated promissory notes.

Earnout

        CHAAS Holdings also agreed to pay the sellers additional consideration of up to a maximum of $10.0 million in the aggregate to the extent that the Castle Harlan Group achieves an assumed annualized internal rate of return of 30% on its total equity investment in CHAAS Holdings and its subsidiaries as calculated as of the end of each of the 2003, 2004 and 2005 calendar years. The Castle Harlan Group's internal rate of return is determined at the end of each calendar year by calculating the proceeds the Castle Harlan Group would receive in a hypothetical sale of CHAAS Holdings, based upon a value equal to 5.65 times the consolidated EBITDA of CHAAS Holdings and its subsidiaries, adjusted for certain non-recurring items, as of the calendar year then ended and after making appropriate adjustments for cash and indebtedness of CHAAS Holdings and its subsidiaries and other specified items described in the securities purchase agreement relating to the acquisition.

        If there is a change in control (as defined in the securities purchase agreement) prior to March 31, 2006, the full amount of the additional consideration that was not previously earned by the sellers would be accelerated, subject to the Castle Harlan Group achieving a 30% annualized internal rate of return on its total equity investment in our parent and its subsidiaries based on the proceeds the Castle Harlan Group actually receives in the change in control.

        In the event the Castle Harlan Group receives proceeds from certain sales of equity interests in or assets of CHAAS Holdings or from certain sales of our assets or equity interests that do not otherwise constitute a change in control, CHAAS Holdings has agreed to accelerate payment to the sellers of a percentage of any unearned portion of the additional consideration equal to the percentage of the value of the interests sold or redeemed by the Castle Harlan Group in each such transaction, subject in all cases to the Castle Harlan Group having achieved an assumed 30% annualized internal rate of return on its total equity investment in CHAAS Holdings and its subsidiaries at the time of each

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transaction. We will have no obligation to pay any portion of the annual additional consideration that has not been earned by the sellers on or before March 31, 2006, except as to any consideration that would have been earned but was deferred because of a holdback, escrow, earnout or other similar arrangements in connection with a change in control.

        To the extent the payment of any portion of any additional consideration earned by the sellers would constitute, upon payment, or within the following fiscal quarter, an event of default under the terms governing our indebtedness, including the New Notes, then that portion will be paid in the form of subordinated promissory notes, referred to as "contingent payment notes," that will be substantially in the form of the subordinated promissory notes issued to the sellers at the closing of the acquisition and that will be subordinated on the same basis as the subordinated promissory notes are subordinated to our senior indebtedness, including the New Notes. CHAAS Holdings has agreed to cause the issuers of the contingent payment notes to pay the maximum amount of principal and interest owing under any contingent payment note at the end of each fiscal year to the extent any such payment would not cause or result in an event of default under our senior indebtedness.

Rollover of Equity; Management Equity Investment

        In connection with the acquisition, options to purchase equity interests of AAS previously held by certain of our executive officers were cancelled and CHAAS Holdings issued new options to acquire approximately 1.5% of its common and preferred equity interests to those officers. Certain of our executive officers also acquired common equity interests in CHAAS Holdings at the closing of the acquisition. In addition, in connection with the acquisition, we entered into new employment agreements with certain members of our executive management team. See "Management," "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Transactions" for additional information concerning the equity ownership of CHAAS Holdings and relationships with management. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment obligations under these employment agreements, vesting unit repurchase agreements and rollover securities purchase agreements to the extent that it does not have sufficient funds to do so.

Securities Purchase Agreement

        The securities purchase agreement contains customary representations and warranties, covenants and indemnities by and for the benefit of CHAAS Holdings and the sellers. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment obligations under the securities purchase agreement to the extent that it does not have sufficient funds to do so. The sellers' indemnification obligations, which are several and not joint, for breaches of representations and warranties generally survive until June 30, 2004, except for representations and warranties relating to certain tax and environmental matters which generally survive until April 15, 2007 and certain other specified matters which survive indefinitely. The sellers' obligations to indemnify CHAAS Holdings and CHAAS Holdings' obligation to indemnify the sellers are not triggered until the other suffers losses of $1.75 million, but once that threshold is reached, indemnification may be sought for all losses incurred by that party. The sellers' aggregate indemnification obligations are generally capped at approximately $30 million in the aggregate, consisting of the $10.0 million in cash plus expenses deposited in escrow at the closing of the acquisition as described below, a right of set-off of CHAAS Holdings against the $10.0 million in subordinated promissory notes issued to the sellers at closing and a right of set-off of our parent against any portion of the $10.0 million in additional consideration earned by the sellers as described above. An additional $10.0 million is available for indemnification for tax and environmental matters. Each sellers' individual indemnification obligations are generally capped at the proceeds received from the sale of their equity interests in AAS. CHAAS Holdings' indemnification obligations are generally capped at $20.0 million. The sellers have authorized J. P. Morgan Partners (23A SBIC), LLC, the seller that held a majority of our former equity, to act on their behalf on all indemnification and other matters arising under the securities purchase agreement.

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        At the closing of the acquisition, the sellers deposited $10.0 million with a third party escrow agent to secure the sellers' indemnification obligations and certain other contingent payment obligations of the sellers under the securities purchase agreement. The escrow agreement expires and the funds remaining in escrow, if any, will be distributed to the sellers on June 30, 2004, except that if any dispute between CHAAS Holdings and the sellers exists on that date as to any claim of CHAAS Holdings to any escrowed funds, the amount in dispute will continue to be held in escrow until the dispute is resolved either by agreement of CHAAS Holdings and sellers or by a non-appealable order of a court of competent jurisdiction.

        The securities purchase agreement also provides that CHAAS Holdings is entitled to indemnification from the sellers, without regard to any threshold, cap or time limitation, for any losses incurred by CHAAS Holdings and its affiliates (including us) in connection with our litigation with Douglas and Andrew Gibbs, two of our former employees. The Gibbs litigation resulted in a judgment against AAS in the amount of approximately $3.8 million, plus attorneys' fees and pre- and post-judgment interest awarded by the trial court. Both AAS and the Gibbs appealed the judgment before the United States Court of Appeals for the Sixth Circuit. To secure its appeal, prior to closing of the acquisition, AAS issued a letter of credit in the amount of $8.3 million for the benefit of the Gibbs'. At closing, the sellers deposited with the financial institution that issued the letter of credit $9.0 million in cash in a separate escrow account to cash collateralize the letter of credit and to secure the sellers' obligations to pay all losses incurred by AAS and its affiliates in connection with the Gibbs litigation. In June 2003, the Court of Appeals entered a judgment that reduced the judgment against AAS from $3.8 million to $2.8 million and reduced the interest rate used in calculating pre-judgment interest. In August 2003, the judgment was satisfied by way of a payment from the escrow account to the Gibbs in the amount of approximately $5.6 million. The remaining proceeds of the escrow account were distributed to the sellers, except for $500,000 which remained in escrow to secure a contingent obligation of the sellers to pay approximately $350,000 in post-trial legal fees claimed by the Gibbs', which amount remains in dispute. In conjunction with the satisfaction of the judgment, the letter of credit was canceled.

        The sellers have also agreed in the securities purchase agreement to indemnify CHAAS Holdings and its affiliates (including us), without regard to any threshold, cap or time limitation, for any losses incurred by CHAAS Holdings and its affiliates in connection with the recall instituted by three OEMs of approximately 41,000 G 3.0 model removable towbar systems produced by Brink between 1999 and 2001, which is described under "Risk Factors—We may incur material product liability and product recall costs." The securities purchase agreement provides that we may settle all matters relating to this recall for up to an aggregate of $4.0 million without the consent of the sellers. Any settlement that exceeds $4.0 million requires the consent of the sellers, although the sellers continue to maintain responsibility for all losses, whether or not they agree to any such settlement.

        The sellers have also agreed to indemnify CHAAS Holdings and its affiliates, without regard to any threshold, for any losses incurred on or before April 15, 2009 in connection with the December 15, 2002 sale of our Reims, France manufacturing facility. In addition, the sellers have agreed to indemnify CHAAS Holdings and its affiliates for any losses that exceed $250,000 without regard to the $1.75 million general indemnification threshold, in connection with an adverse determination of The Netherlands taxing authorities from an audit of Brink which is currently being appealed. The potential liability to The Netherlands taxing authority, which is currently estimated at approximately €200,000, is not taken into account for purposes of the working capital adjustment described above.

        The securities purchase agreement also includes customary covenants by the sellers to maintain certain proprietary information about us confidential and by certain of the sellers not to compete with us for a period of two years after the closing of the acquisition and not to solicit for employment certain of our key employees and members of senior management for a period of one year after the closing of the acquisition. CHAAS Holdings has agreed, subject to certain exceptions, to refrain from engaging in transactions with affiliates on a non-arms' length basis or from redeeming any equity

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interests of CHAAS Holdings at any time while any subordinated promissory note or contingent payment note is outstanding.

Organizational Chart

        The following chart shows our current organizational structure. All of the entities that are directly or indirectly owned by our parent are wholly-owned. AAS Capital Corporation, an issuer of the New Notes, is an indirect wholly-owned subsidiary of AAS with nominal assets and which conducts no business or operations. Our parent was formed in April 2003 and has virtually no independent operations. CHAAS Holdings was formed in connection with the acquisition and is the direct parent of our parent and also has virtually no independent operations.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the Original Notes. We will not receive any proceeds from the exchange offer. In consideration for issuing the New Notes, we will receive Original Notes with like original principal amount. The form and terms of the Original Notes are the same as the form and terms of the New Notes, except as otherwise described in this prospectus. The Original Notes surrendered in exchange for New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our outstanding debt.

        The net proceeds of the issuance of the Original Notes, net of fees, were approximately $145.5 million and were used to refinance a significant portion of the interim financing incurred in connection with the acquisition and to pay certain fees and expenses related to the offering of the Original Notes.

        The estimated sources and uses of funds in connection with the Transactions were set forth below (dollars in millions):

Source of Funds
Senior secured credit facilities (1)		$	18.5
Capital leases			7.2
New Notes			150.0
Subordinated promissory notes			10.0
Equity investment (2)			100.9
	Total Sources	$	286.6

Use of Funds
Repayment of certain indebtedness (3)		$	162.3
Assumed capital leases			7.2
Purchase equity			91.8
Fees and expenses			25.3
	Total Use of Funds	$	286.6

        See "Security Ownership of Certain Beneficial Owners and Management," "Certain Relationships and Related Transactions" and "Description of Material Indebtedness" for additional information concerning our equity ownership and financing arrangements.

(1)

At the time of the acquisition, we entered into a new credit facility consisting of a revolving credit facility and term loans as follows: (1) a revolving credit facility comprised of (a) a $29.7 million U.S. revolving credit facility and (b) a €9.6 million European revolving credit facility; (2) a term loan A facility comprised of (a) a $29.7 million U.S. term loan A and (b) a €9.6 million European term loan A; and (3) a term loan B comprised of (a) a $48.2 million U.S. term loan B and (b) a €15.6 million European term loan B.

The

amount shown in the table above reflects the net borrowings of $7.7 million under our revolving credit facility, which facility size was increased on May 23, 2003 to a $35.0 million U.S. revolving credit facility, a €15.0 million European revolving credit facility, and a €10.0 million European term loan facility. We used a portion of the proceeds from the issuance of the Original Notes to (i) repay our U.S. term loan A, (ii) repay our U.S. term loan B and (iii) repay a portion of our European term loan B, together with interest accrued thereon. As of May 7, 2003, the interest rates on our U.S. term loan A, European term loan A, U.S. term loan B and European term loan B were 5.07%, 6.34%, 5.57% and 6.84%, respectively. All applicable dollar amounts in this paragraph are based on a euro to dollar conversion rate of 1.08 U.S. dollars to 1.0 euro. See "Description of Material Indebtedness."

(2)

Consists of an equity investment of $99.5 million and $0.2 million from Advanced Accessory Acquisitions, LLC, or AAA, a wholly-owned subsidiary of CHP IV, and members of our management, respectively, to acquire common and preferred units of CHAAS Holdings, LLC. In addition, management reinvested an additional $1.2 million that they were entitled to receive at the consummation of the acquisition to acquire equity of CHAAS Holdings. The table above does not include bridge

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financing consisting of a convertible senior subordinated bridge note issued to CHP IV by Valley and SportRack. The bridge note was guaranteed on a subordinated basis by CHAAS Holdings and all of its domestic subsidiaries other than our parent. We used a portion of the proceeds from the issuance of the Original Notes to fully repay the bridge note, together with interest thereon. The interest rate on the bridge note was 12% per annum.

(3)

On May 16, 2003, we redeemed all of our then outstanding 9³/4% Senior Subordinated Notes due 2007 at the optional redemption price of 104⁷/8% of the principal amount thereof plus accrued interest. Upon consummation of the acquisition, we deposited funds in escrow sufficient to effect a covenant defeasance of the senior subordinated notes and to consummate the redemption through the redemption date. The amount of the redemption, which included accrued interest and premiums, was approximately $132.6 million.

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CAPITALIZATION

        The following table sets forth the capitalization of CHAAS Holdings on a consolidated basis as of June 30, 2003.

        You should read this table together with our historical and unaudited pro forma financial statements and the related notes thereto included elsewhere in this prospectus. For additional information regarding our outstanding indebtedness and our credit facilities and notes, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Description of Material Indebtedness."

			As of June 30, 2003
			(Dollars in thousands)
Cash			$	4,418
Debt:
	Revolving credit facility			17,105
	Term loan A			11,500
	Capital lease obligations			7,864
	Original Notes			150,000
	Subordinated promissory notes			10,000
		Total debt		196,469
Total members' equity				100,448
		Total capitalization	$	296,917

        The dollar amount in the foregoing table with respect to our €10.0 million term loan is based on a euro to dollar conversion rate of 1.15 U.S. dollars to 1.0 euro.

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UNAUDITED PRO FORMA FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated financial statements have been derived from the audited historical financial statements of Advanced Accessory Systems, LLC included elsewhere in this prospectus, adjusted to give pro forma effect to the Transactions.

        The unaudited pro forma condensed consolidated statement of income information presented herein gives pro forma effect to the Transactions as if they occurred on January 1, 2002.

        The unaudited pro forma financial data is not necessarily indicative of our operations or financial position had the Transactions taken place on the dates indicated and are not intended to project our results of operations or financial position for any future period or date.

        The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable and may be revised as additional information becomes available. The pro forma adjustments and certain assumptions are described in the accompanying notes. Other information included under this heading has been presented to provide additional analysis. The acquisition has been accounted for using the purchase method of accounting. However, it is not possible at this time to reasonably estimate the separate amounts attributable to identifiable intangible assets or goodwill since the measurement of these assets requires the expertise of an independent appraiser who has not completed their work at this time. See note 6 to the pro forma condensed consolidated statement of operations on page 31. Accordingly, the entire amount of the excess of the purchase consideration has currently been allocated to goodwill, but is expected to be allocated between goodwill and other identifiable intangible assets such as brand names, trademarks, and technologies based primarily on the appraiser's valuation. Completion of the valuation and the resulting reallocation will occur within one year following the acquisition. Thus, the final allocation of the purchase price could differ materially from the pro forma allocation reflected herein. In particular, if additional value is granted to certain tangible or definite lived intangible assets, the pro forma amortization expense would be increased.

        The unaudited pro forma financial statements set forth below should be read in conjunction with our financial statements, the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 2002
(Dollars in thousands)

		Historical			Pro Forma Adjustments			Pro Forma
Net sales		$	329,782		$	—		$	329,782
Cost of sales			250,516			—			250,516
	Gross profit		79,266			—			79,266
Selling, administrative and product development expenses			49,309			1,779	(1)		51,088
Amortization of intangible assets			122			—			122
	Operating income		29,835			(1,779	)		28,056
Other expenses
	Interest expense		15,907			3,914	(2)		19,821
	Foreign currency (gain) loss		(8,429	)		8,554	(3)		125
	Other expense		520			—			520
Income before income taxes from continuing operations			21,837			(14,247	)		7,590
Provision (benefit) for income taxes			4,252			13	(4)		4,265
Net income (loss) from continuing operations		$	17,585		$	(14,260	)	$	3,325

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Six Months Ended June 30, 2003
(Dollars in thousands)

		Predecessor			Company						Pro Forma
		Period from January 1, 2003 through April 14, 2003			Period from April 15, 2003 through June 30, 2003			Pro Forma Adjustments			Six months ended June 30, 2003
Net sales		$	101,854		$	84,230		$	—		$	186,084
Cost of sales			76,508			63,075			—			139,583
	Gross profit		25,346			21,155			—			46,501
Selling, administrative and product development expense			18,692			9,389			(3,038	)(1)		25,043
Stock option compensation			10,125			—			(10,125	)(5)		—
Amortization of intangible assets			11			—			—	(6)		11
	Operating income (loss)		(3,482	)		11,766			13,163			21,447
Other expenses
	Interest expense		4,772			3,524			1,003	(2)		9,299
	Loss resulting from debt extinguishment		—			5,967			(5,967	)(7)		—
	Foreign currency (gain) loss		(3,240	)		(2	)		3,240	(3)		(2	)
	Other (income) expenses		84			(71	)		—			13
Income (loss) before income taxes			(5,098	)		2,348			14,887			12,137
Provision for income taxes			1,600			1,889			822	(4)		4,311
Net income (loss)		$	(6,698	)	$	459		$	14,065		$	7,826

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NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

        The unaudited pro forma condensed consolidated statements of operations include adjustments necessary to reflect the estimated effect of the Transactions as if they had occurred at January 1, 2002.

(1)

Represents pro forma adjustments to reduce selling, administrative and product development expenses for the expenses incurred in connection with the acquisition offset by certain related fees as follows:

	Fiscal Year Ended December 31, 2002		Period from January 1, 2003 through April 14, 2003
	(Dollars in thousands)
Pro forma adjustments	$	1,779	$	(3,038	)

        See "Certain Relationships and Related Transactions—Management Agreement" for more information concerning the management fee.

(2)

Represents the net increase in interest expense to reflect the impact of (i) the elimination of interest expense reflected in the historical financial statements, which is replaced by (ii) interest expense resulting from the pro forma capital structure, including the New Notes, and (iii) the amortization of financing costs over the terms of the corresponding debt. A summary follows:

	Fiscal Year Ended December 31, 2002			Period from January 1, 2003 through April 14, 2003
Interest on revolving credit facility (a)	$	195		$	51
Interest on the New Notes (b)		16,125			4,703
Interest on subordinated promissory note (c)		1,200			350
Interest on euros loan term A (a)		929			271
Pro forma interest expense		18,449			5,375
Amortization of debt issue costs (a)		1,372			400
Total interest expense under pro forma capital structure		19,821			5,775
Less historical interest expense		(15,907	)		(4,772	)
Net increase	$	3,914		$	1,003

(a)

The interest on the revolving credit facility and the term loan A facility is variable based on the London Interbank Offered Rate, or LIBOR, plus 3.75%. The interest rate is estimated at April 15, 2003 at 5.39%. A 0.125% increase or decrease in the assumed weighted average interest rate for the term loan facilities would change pro forma interest by $19,000. Debt issuance costs are amortized over the term of the corresponding agreements ranging from 5 to 8 years.



(b)

Based on a fixed rate of 10 ³/4%.



(c)

The fixed rate of interest on the subordinated promissory note is 12% per annum until maturity.

(3)

Represents the reversal of the foreign exchange gain that related to Brink's unhedged indebtedness, including any intercompany indebtedness, denominated in U.S. dollars, since this indebtedness was refinanced within the United States in connection with the acquisition and the intercompany indebtedness has been deemed to be permanently invested for the forseeable future.

(4)

Represents the recognition of the current and deferred tax positions on entities that were previously pass-through entities and the tax effect of the other pro forma adjustments at an assumed effective income tax rate of 35%.

(5)

Represents pro forma adjustment to reduce the stock option compensation for the expenses incurred in connection with the Transactions.

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(6)

The acquisition has been accounted for using the purchase method of accounting. However, it is not possible at this time to reasonably estimate the separate amounts attributable to identifiable intangible assets or goodwill since the measurement of these assets requires the expertise of an independent appraiser whose work has not been completed. Accordingly, the entire amount of the excess of the purchase consideration has currently been allocated to goodwill, but is expected to be allocated between goodwill and other identifiable intangible assets such as brand names, trademarks, and technologies based primarily on the appraiser's valuation of which completion will occur within one year after conclusion of the Transactions. Thus, the final allocation of the purchase price could differ materially from the pro forma allocation reflected herein if materially different fair value information is obtained. In particular, if additional value is granted to certain tangible or definite lived intangible assets, the pro forma amortization expense would be increased.

The

following table sets forth the various categories of assets to which a portion of the excess purchase price could possibly be allocated, an estimated range of potential value and the estimated range of useful lives over which the assets would be amortized.

Asset Category	Range of Value		Range of Lives
Fixed assets	$	60-$90 million	2-30 years
Customer intangibles	$	60-$100 million	5-25 years
Brand names and trade marks	$	5-$15 million	indefinite
Technology	$	0-$15 million	3-7 years

(7)

Represents pro forma adjustment to reduce the loss resulting from debt extinguishment which was incurred in connection with the Transactions.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

        Our financial statements for the periods subsequent to April 14, 2003 are referred to as the financial statements of the "Company." All financial statements prior to that date are referred to as the financial statements of the "Predecessor."

        The following table sets forth selected consolidated historical financial data of our Predecessor for 1998, 1999, 2000, 2001 and 2002, the unaudited six month period ended June 30, 2002 and the unaudited period from January 1, 2003 through April 14, 2003, and of the Company for the period from April 15, 2003 through June 30, 2003. The selected consolidated historical financial data for our Predecessor at December 31, 2002 and 2001, and the results of operations and cash flows for each of the three years in the period ended December 31, 2002 have been derived from the consolidated historical financial statements included elsewhere in this prospectus, which have been audited by PricewaterhouseCoopers LLP, independent accountants. The information for our Predecessor at December 31, 1999 and 2000 and the results of operations and cash flows for each of the two years in the period ended December 31, 1999 have been derived from the audited consolidated historical financial statements not included herein. The selected consolidated historical financial data of our Predecessor for the six month period ended June 30, 2002, the unaudited six month period ended June 30, 2002, the unaudited period from January 1, 2003 through April 14, 2003, and of the Company for the period from April 15, 2003 through June 30, 2003, have been derived from the consolidated unaudited historical financial statements which, in the opinion of management, include all adjustments, including usual recurring adjustments, necessary for the fair presentation of that information for such periods. The financial data presented for the interim periods are not necessarily indicative of the results for the full year. The data set forth below should be read in conjunction with our financial statements, the notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Unaudited Pro Forma Financial Statements" and notes thereto included elsewhere in this prospectus.

        Our parent was formed in April 2003 by CHP IV as an acquisition vehicle to acquire our assets on April 15, 2003, and has no independent operations. Our financial statements for the periods subsequent to April 14, 2003 reflect our parent on a consolidated basis subsequent to the acquisition. All financial statements prior to that date reflect AAS on a consolidated basis prior to the acquisition.

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		Predecessor
																				Period from January 1, 2003 through April 14, 2003			Company
		Year ended December 31,
																	Six months ended June 30, 2002						Period from April 15, 2003 through June 30, 2003
		1998 (1)			1999			2000 (2)			2001			2002
		(Dollars in thousands)																					(Dollars in thousands)
Statement of Operations Data:
Net sales		$	292,145		$	314,142		$	318,817		$	314,035		$	329,782		$	174,191		$	101,854		$	84,230
Cost of sales (3)			215,441			227,889			239,090			239,583			250,516			129,861			76,508			63,075
	Gross profit		76,704			86,253			79,727			74,452			79,266			44,330			25,346			21,155
Selling, administrative and product development expense (3)			50,839			50,258			45,527			44,769			48,103			22,541			14,908			9,389
Stock option compensation			—			—			—			—			—			—			10,125			—
Transaction expenses			—			—			—			—			1,206			—			3,784			—
Amortization of intangible assets			3,551			3,245			3,297			3,312			122			13			11			—
Impairment charge (3)			7,863			—			—			—			—			—			—			—
	Operating income (loss)		14,451			32,750			30,903			26,371			29,835			21,776			(3,482	)		11,766
Other (income) expense:
	Interest expense		18,633			17,453			17,950			17,684			15,907			7,857			4,772			3,524
	Loss from extinguishment of debt		—			—			—			—			—			—			—			5,967
	Foreign currency (gain) loss (4)		(4,995	)		7,912			5,386			4,948			(8,429	)		(6,914	)		(3,240	)		(2	)
	Other expenses		—			1,990			52			743			520			116			84			(71	)
Income (loss) before income taxes and cumulative effect of accounting change			813			5,395			7,515			2,996			21,837			20,717			(5,098	)		2,348
Provision (benefit) for income taxes (5)			903			417			(278	)		602			4,252			2,935			1,600			1,889
Income (loss) before cumulative effect of accounting change			(90	)		4,978			7,793			2,394			17,585			17,782			(6,698	)		459
Cumulative effect of accounting change for goodwill impairment (6)			—			—			—			—			(29,207	)		(29,207	)		—			—
Net income (loss)		$	(90	)	$	4,978		$	7,793		$	2,394		$	(11,622	)	$	(11,425	)	$	(6,698	)	$	459
Unaudited Pro Forma Tax Provision (7):
Income (loss) before income taxes and cumulative effect of accounting change															21,837
Cumulative effect of accounting change, net of pro forma tax															(18,985	)
Pro Forma provision (benefit) for income taxes															4,143
Pro forma net income (loss)														$	(1,282	)
Selected Balance Sheet Data (at end of period):
Cash and cash equivalents		$	11,240		$	8,718		$	3,315		$	2,139		$	2,653		$	2,422			6,830		$	4,814
Total assets			258,981			251,213			242,497			228,290			224,290			223,644			241,022			373,997
Total debt, including current maturities			187,524			178,498			175,635			156,649			154,947			156,440			160,677			196,469
Members' equity (deficit)			15,147			10,331			5,896			8,324			(6,388	)		(5,460	)		(13,632	)		100,448
Other Financial Data:
EBITDA (8)		$	43,359		$	38,627		$	39,160		$	35,304		$	50,321		$	34,003		$	3,369		$	8,599
Interest expense			18,633			17,453			17,950			17,684			15,907			7,857			4,772			3,524
Depreciation			10,857			10,418			10,346			10,569			11,299			5,416			3,339			2,727
Capital expenditures			9,998			11,775			10,445			7,580			15,354			5,673			2,512			2,061
Cash flow from operations			21,879			25,014			21,416			27,651			21,004			7,456			2,898			(3,460	)
Cash flow from investing activities			(31,618	)		(11,775	)		(13,249	)		(7,580	)		(15,354	)		(5,673	)		(2,512	)		(110,428	)
Cash flow from financing activities			(8,367	)		(18,185	)		(14,982	)		(20,389	)		(5,526	)		(2,333	)		4,087			111,005
Ratio of earnings to fixed charges (9)			1.04x			1.29x			1.36x			1.15x			2.16x			3.25x			0.15x			1.53x

(1)

Our Predecessor acquired the towbar segment of Ellebi S.p.A., or Ellebi, on January 2, 1998 and the assets of Transfo-Rakzs, Inc., or Transfo-Rakzs, on February 7, 1998. The Ellebi acquisition and Transfo-Rakzs acquisition have been accounted for in accordance with the purchase method of accounting. Accordingly, the operating results of Ellebi S.p.A. and Transfo-Rakzs are included in our Predecessor's consolidated operating results subsequent to the respective acquisition dates.

(2)

Our Predecessor acquired the assets of Titan Industries, Inc., or Titan, on February 22, 2000 and the assets of Wiswall Hill Corporation, or Barrecrafters, on September 5, 2000. The Titan acquisition and Barrecrafters acquisition have been accounted for in accordance with the purchase method of accounting. Accordingly, the operating results of Titan and Barrecrafters are included in our Predecessor's consolidated operating results subsequent to the respective acquisition dates.

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(3)

In June 1998, information became available that indicated that certain assets acquired from Bell Sports Corporation ("Bell"), consisting of accounts receivable, inventory and tooling, had a fair value less than originally recorded. The SportRack Accessories, Inc. ("SportRack Accessories") purchase, which was consummated in September 1995, was renegotiated and a $2.0 million reimbursement was received from Bell. Accounts receivable, inventory and tooling were reduced by $6.5 million and additional goodwill of $4.5 million, net of the $2.0 million reimbursement from Bell, was recorded. During the second half of 1998, management further reassessed the operations of SportRack Accessories, took actions to restructure its operations, and recorded restructuring charges totaling $1.9 million. Restructuring charges have been included in cost of sales ($1.1 million) and in selling, administrative and product development expenses ($832,000) in our consolidated statement of operations. All restructuring costs have been incurred as of December 31, 1998. Concurrent with the reassessment of the SportRack Accessories operations, management reviewed the carrying value of goodwill and other intangible assets, determined that future cash flows would not be sufficient to recover recorded amounts and recorded an impairment charge of $7.9 million.

(4)

Primarily represents net currency gain and loss on indebtedness of our foreign subsidiaries denominated in currencies other than their functional currency.

(5)

Our Predecessor was a limited liability company and, as such, its earnings and the earnings of its domestic subsidiaries, except for AAS Holdings, Inc. (a holding company for Brink, which is a C corporation), were included in the taxable income of our equity holders and no federal income tax provision was required. Effective April 20, 2003, we filed an election for all our domestic subsidiaries to be treated as regular corporations and therefore they are now subject to federal income tax. Our foreign and taxable domestic subsidiaries provide for income taxes on their results of operations.

(6)

On January 1, 2002, we adopted the accounting standards set forth in SFAS 142 and SFAS 144. SFAS 142 changed the methodology for assessing goodwill impairments. The initial application of this statement resulted in an impairment of goodwill of $29.2 million to write down goodwill related to the Valley acquisition, which was consummated in August 1997. The impairment was due solely to the change in accounting standards and was reported as a cumulative effect of accounting change. Under SFAS 142, impairment is determined by comparing the carrying values of reporting units to the corresponding fair values, which are determined based on the discounted estimated future cash flows of the reporting units. As the impairment related to Valley for which taxable income accrued to the individual members, no tax effect was recorded for this charge. Additionally, under SFAS 142, goodwill is no longer amortized but is to be tested periodically for impairment. The effect of no longer amortizing goodwill resulted in a reduction of $3.0 million in amortization of intangible assets during 2002 as compared with each of 2001 and 2000. The adoption of SFAS 144 did not have a material impact on our financial position, results of operations or cash flows.

(7)

Subsequent to the acquisition, certain of our subsidiaries changed their income tax status to the equivalent of C corporation. The unaudited pro forma tax provisions for 2002 and the three months ended March 31, 2003 presented on the consolidated statement of operations present our results of operations as if we were a C corporation for the entire period. The pro forma provision for income taxes to change our income tax status to the equivalent of a C corporation was calculated based on enacted tax laws and statutory tax rates applicable to the periods presented. The pro forma provisions for income taxes related to the other pro forma adjustments were calculated at an assumed income tax rate of 35%.

(8)

EBITDA is defined as operating income plus depreciation and amortization. Historical EBITDA has been computed including foreign exchange gains or losses. Our management uses EBITDA as a measure of liquidity and we are including it because we believe that it provides our investors and industry analysts additional information to evaluate our ability to meet our debt service obligations. Moreover, our senior credit agreement requires us to use EBITDA in calculating our leverage and fixed charge coverage ratios. EBITDA is not a recognized term under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income or cash flow from operating activities determined in accordance with GAAP. Because EBITDA, as determined by us, excludes some, but not all, items that affect net income, it may not be comparable to EBITDA or similarly titled measures used by other companies. The following table sets forth (i) our calculation of EBITDA and (ii) a reconciliation of EBITDA, as so calculated, to our cash flow provided by operating activities.

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	Predecessor																					Company
																			Period from January 1, 2003 through April 14, 2003			Period from April 15, 2003 through June 30, 2003
	Year Ended December 31,
																Six months ended June 30, 2002
	1998			1999			2000			2001			2002
	(Dollars in thousands)																					(Dollars in thousands)
EBITDA	$	43,539		$	38,627		$	39,160		$	35,304		$	50,321		$	34,003		$	3,369		$	8,599
Add (subtract):
Benefit (provision) for income taxes		(903	)		(417	)		278			(602	)		(4,252	)		(2,935	)		(1,600	)		(1,889	)
Interest expense, net		(18,046	)		(16,831	)		(17,325	)		(17,006	)		(15,000	)		(7,857	)		(4,772	)		(3,524	)
Loss resulting from debt extinguishment		—			—			—			—			—			—			—			5,939
Stock option compensation		—			—			—			—			—			—			10,125			—
Other adjustments		289			(2,349	)		20			(2	)		(65	)		555			68			15
Foreign currency gains (losses)		(4,948	)		6,297			5,159			4,965			(8,190	)		(6,565	)		(3,061	)		(2	)
Deferred income tax provision		(688	)		(2,433	)		(908	)		(161	)		1,298			2,390			(87	)		(1,237	)
Changes in working capital and other assets and liabilities		2,816			2,120			(4,968	)		5,153			(3,108	)		(12,135	)		(1,144	)		(11,361	)
Net cash provided by operating activities:	$	21,879		$	25,014		$	21,416		$	27,651		$	21,004		$	7,456		$	2,898		$	(3,460	)

(9)

For purposes of determining the ratio of earnings to fixed charges, "earnings" are defined as income (loss) before minority interest, extraordinary charge and income taxes, plus fixed charges. "Fixed charges" consist of interest expense on all indebtedness (including amortization of deferred debt issuance costs) and the component of operating lease rental expense that management believes is representative of the interest component of rent expense.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion of our results of operations and financial condition should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. The following discussion includes forward-looking statements that involve certain risks and uncertainties. See "Forward-Looking Statements."

Overview

        We are one of the world's largest designers and manufacturers of exterior accessories for the OEM market and aftermarket. We design and manufacture a wide array of both rack systems and towing systems and related accessories. Our broad offering of rack systems includes fixed and detachable racks and accessories which can be installed on vehicles to carry items such as bicycles, skis, luggage, surfboards and sailboards. Our towing products and accessories include trailer balls, ball mounts, electrical harnesses, safety chains and locking pins. Our products are sold as standard accessories or options for a variety of light vehicles.

Company Background

        On April 15, 2003, substantially all of the equity interests of AAS were acquired by CHP IV, a private equity investment fund organized and managed by Castle Harlan, a leading private equity firm. Our parent, CHAAS Acquisitions, was formed in April 2003 by CHP IV as an acquisition vehicle to acquire AAS's equity in conjunction with the acquisition. Our parent has no independent operations.

        Our financial statements for the periods subsequent to April 14, 2003 are referred to as the financial statements of the "Company" and reflect our parent on a consolidated basis subsequent to the acquisition. All financial statements prior to that date are referred to as the financial statements of the "Predecessor" and reflect AAS on a consolidated basis prior to the acquisition.

Results of Operations

        The following table presents the major components of our statement of operations together with percentages of each component as a percentage of net sales for 2000, 2001 and 2002 and for the three months ended June 30, 2002 and 2003. The selected consolidated historical financial data for the six month periods ended June 30, 2002 and 2003 have been derived from our historical condensed

36

financial statements which, in the opinion of management, include all adjustments, including usual recurring adjustments, necessary for the fair presentation of that information for such periods.

		Predecessor																			Company
		Year Ended December 31,														Period from January 1, 2003 through April 14, 2003					Period from April 15, 2003 through June 30, 2003
		2000					2001				2002
		(Dollars in thousands)
Net sales		$	318,817		100.0	%	$	314,035	100.0	%	$	329,782		100.0	%	$	101,854		100	%	$	84,230		100	%
	Gross profit		79,727		25.0			74,452	23.7			79,266		24.0			25,346		24.9			21,155		25.1
Selling, administrative and product development expenses			45,527		14.3			44,769	14.3			48,103		14.6			14,908		14.6			9,389		11.1
Stock option compensation			—		—			—	—			—		—			10,125		9.9			—		—
Transaction expenses			—		—			—	—			1,206		0.4			3,784		3.7			—		—
Amortization of intangible assets			3,297		1.0			3,312	1.1			122		0.0			11		0.0			—		—
	Operating income		30,903		9.7			26,371	8.4			29,835		9.0			(3,482	)	(3.4	)		11,766		14.0
Interest expense			17,950		5.6			17,684	5.6			15,907		4.8			4,772		4.7			3,524		4.2
Loss resulting from debt extinguishment			—		—			—	—			—		—			—		—			5,967		7.1
Foreign currency loss (gain)			5,386		1.7			4,948	1.6			(8,429	)	(2.6	)		(3,240	)	3.2			(2	)	0.0
Other (income) expense			52		0.0			743	0.2			520		0.2			84		0.0			(71	)	(0.0	)
Income before cumulative effect of accounting change and income tax			7,515		2.4			2,996	1.0			21,837		6.6			(5,098	)	(5.0	)		2,348		2.8
Cumulative effect of accounting change for goodwill impairment			—		—			—	—			(29,207	)	(8.9	)		—		—			—		—
	Income (loss) before income taxes		7,515		2.4			2,996	1.0			(7,370	)	(2.2	)		(5,098	)	(5.0	)		2,348		2.8
Income tax provision (benefit)			(278	)	(0.1	)		602	0.2			4,252		1.3			1,600		1.6			1,889		2.2
	Net income (loss)	$	7,793		2.4	%	$	2,394	0.8	%	$	(11,622	)	(3.5	)%	$	(6,698	)	(6.6	)%	$	459		0.5	%

Period from April 15, 2003 through June 30, 2003 for the Company and the Period from January 1, 2003 for the Predecessor through April 14, 2003 compared to the Six Months Ended June 30, 2002 for the Predecessor.

        Net sales.    Net sales for the period from April 15, 2003 through June 30, 2003 were $84.2 million and for the period from January 1, 2003 through April 14, 2003 were $101.9 million. During the first six months of 2002, net sales were $174.2 million. This increase for the period of $11.9 million, or 6.8%, is primarily due to a $10.2 million increase due to the effect of increasing exchange rates between the U.S. dollar and the currencies used by our foreign subsidiaries, primarily in Europe. Additionally, sales to the automotive aftermarket increased by approximately $2.7 million. Sales to OEM customers decreased by $1.0 million due to decreased OEM sales for Valley and due to a temporary stoppage in General Motors production of the Envoy EXT, for which SportRack produces roof racks. The production stoppage was the result of tornado damage to the General Motors plant at which the vehicle is assembled. Production for the Envoy EXT resumed on June 30, 2003. Partially offsetting these decreases were increased sales from new OEM programs launched since the second quarter of 2003 at SportRack.

        Gross profit.    Gross profit for the period from April 15, 2003 through June 30, 2003 was $21.1 million and for the period from January 1, 2003 through April 14, 2003 was $25.3 million. During the first six months of 2002, gross profit was $44.3 million. This increase resulted from the increase in sales partially offset by a decrease in the gross margin percentage. Gross profit as a percentage of net sales was 25.1% for the period from April 15, 2003 through June 30, 2003 and was 24.9% for the period from January 1, 2003 through April 14, 2003. During the first six months of 2002, the gross margin percentage was 25.4%. The decrease in the gross margin percentage was primarily attributable to a higher cost basis for inventory that was acquired on April 15, 2003 from our Predecessor and sold during the period totaling $1.2 million and a decrease in the gross margin percentage caused by a

37

change in the mix of products sold being weighted towards lower margin products than in the prior year. These decreases were partially offset by higher production efficiency for Brink, which restructured its manufacturing facilities in The Netherlands during the first quarter of 2002 and due to a higher percentage of our aggregate net sales by Brink, which has a higher gross margin percentage than we do as a whole.

        Selling, administrative and product development expenses.    Selling, administrative and product development expenses for the period from April 15, 2003 through June 30, 2003 were $9.4 million and for the period from January 1, 2003 through April 14, 2003 were $14.9 million. Selling, administrative and product development expenses for the first six months of 2002 were $22.5. This increase is primarily due to the higher sales.

        Stock option compensation.    On April 14, 2003, holders of all outstanding membership units and warrants exercised their options to purchase membership units of AAS prior to the acquisition. In connection with this transaction, our Predecessor recorded stock option compensation in the period from April 1, 2003 through April 14, 2003 of $10.1 million, which was equal to the fair market value of the underlying units less the related exercise price, previously recognized compensation expense and the recorded value of the warrants.

        Transaction expenses.    During the period from January 1, 2003 thorough April 14, 2003, our Predecessor incurred $3.8 million in expenses related to the acquisitions, including legal, accounting and other advisor fees.

        Operating income (loss).    We had operating income for the period from April 15, 2003 through June 30, 2003 of $11.8 million and an operating loss of $3.5 million for the period from January 1, 2003 through April 14, 2003. During the first six months of 2002, our Predecessor had operating income of $21.8 million. This decrease is primarily attributable to the stock option compensation, the transaction expenses and the increase in selling, administrative and product development expenses, offset partially by the increase in gross profit.

        Interest expense.    Interest expense for the period from April 15, 2003 through June 30, 2003 was $3.6 million and was $4.8 million for the period from January 1, 2003 through April 14, 2003. Interest expense for the first six months of 2002 was $7.9 million. This increase was due to the higher level of debt outstanding during the period from April 15, 2003 through June 30, 2003 resulting from our purchase of the Predecessor on April 15, 2003.

        Loss resulting from debt extinguishment.    On May 23, 2003, we issued $150 million of our Senior Notes due 2011, the proceeds of which were used to repay a senior subordinated bridge note and a portion of our credit facilities. (See "—Debt and Credit Sources" below).

        Foreign currency gain (loss).    Foreign currency gain in the period from April 15, 2003 through June 30, 2003 was $2 thousand and was $3.2 million for the period from January 1, 2003 through April 14, 2003. During the first six months of 2002, our Predecessor had a foreign currency gain of $6.9 million. Our Predecessor's foreign currency gains and losses were primarily related to Brink, which has indebtedness denominated in U.S. dollars, including intercompany debt. During the second quarter of 2002, the U.S. dollar weakened significantly in relation to the European Euro, the functional currency of Brink. On April 15, 2003, we refinanced our debt and paid back all the U.S. dollar denominated debt for Brink except for intercompany indebtedness. The intercompany indebtedness was significantly reduced and is deemed to be permanently invested. As such, further changes in the intercompany balances caused by foreign currency fluctuations will be recorded to the currency translation adjustment account and included in other comprehensive income.

        Provision for income taxes.    Prior to April 2003, our Predecessor and certain of its domestic subsidiaries had elected to be taxed as limited liability companies for federal income tax purposes. As a

38

result of this election, our Predecessor's domestic taxable income accrued to the individual members. Certain of our domestic and foreign subsidiaries are subject to income taxes in their respective jurisdictions. Effective on April 20, 2003, we filed an election for all our domestic subsidiaries to be treated as C corporations and therefore they are now subject to federal income tax. During the period from April 15, 2003 through June 30, 2003, we had income before income taxes of $2.3 million and an income tax provision of $1.8 million. During the period from January 1, 2003 through April 14, 2003, our Predecessor had an income before income taxes for its taxable subsidiaries of $5.0 million and a income tax provision of $1.6 million. During the first six months of 2002, our Predecessor had income before income taxes for its taxable subsidiaries totaling $10.0 million and recorded a provision for income taxes of $2.9 million. The effective tax rate differs from the U.S. federal income tax rate primarily due to changes in valuation allowances on the deferred tax assets of SportRack Accessories and differences in the tax rates of foreign countries.

        Net income (loss).    We had net income for the period from April 15, 2003 through June 30, 2003 of $459,000 and our Predecessor had a net loss of $6.7 million for the period from January 1, 2003 through April 14, 2003. Net loss for the first six months of 2002 was $11.4 million. The reduction was primarily attributable to the decrease in operating income, the increase in interest expense, the loss resulting from debt extinguishment and the increase in the income tax provision, partially offset by and the cumulative effect of accounting change recorded in 2002.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

        Net sales.    Net sales for 2002 were $329.8 million, representing an increase of $15.7 million, or 5.0%, compared with net sales for 2001. This increase resulted primarily from increased sales to OEMs of approximately $12.9 million and was attributable to increased vehicle production in North America compared to the prior year. Additionally, sales were $4.0 million higher due to an increase in average exchange rates for the period between the U.S. dollar and the currencies, primarily the euro, used by our foreign subsidiaries. Partially offsetting these increases was a decline in aftermarket sales of approximately $1.2 million.

        Gross profit.    Gross profit for 2002 was $79.3 million, representing an increase of $4.8 million, or 6.5%, from gross profit for 2001. This increase resulted from the increase in net sales described above and an increase in gross margin percentage. Gross profit as a percentage of net sales was 24.0% in 2002 compared to 23.7% in 2001. The increase in the gross margin percentage was primarily attributable to the effects of spreading fixed costs over a higher sales base and increased gross margin for North American towing products resulting from increased productivity and cost cutting efforts. These increases were partially offset by reduced gross margin resulting from a change in the mix of products sold being weighted more towards lower margin products and lower production efficiency at Brink, which restructured its Netherlands manufacturing facilities during the first quarter of 2002.

        Selling, administrative and product development expenses.    Selling, administrative and product development expenses for 2002 were $48.1 million, representing an increase of $3.3 million, or 7.4%, from the selling, administrative and product development expenses for 2001. This increase was primarily the result of a $3.0 million expense recorded for the recall of the G 3.0 model removable towbar system at Brink. In July 2002, Brink and three European automotive OEM customers of Brink Sweden recalled in total approximately 41,000 G 3.0 model removable towbars, which we supplied. Without the effects of the recall, selling, administrative and product development expenses were $45.1 million, representing an increase of $310,000. Also, before the effects of the recall, selling, administrative and product development expenses as a percentage of net sales were 13.7% compared with 14.3% for 2001. This decrease was primarily attributable to the effect of covering fixed costs with greater sales, our ongoing cost containment initiatives and the lack of costs incurred to relocate a warehouse operation during the first quarter of 2001.

39

        Transaction expenses.    During 2002, AAS incurred $1.2 million in expenses related to the acquisition, including legal, accounting and other advisor fees.

        Amortization of intangible assets.    Amortization of intangible assets for 2002 was $122,000, representing a decrease of $3.2 million compared with amortization of intangible assets, which included amortization of goodwill, for 2001. This decrease was the result of the adoption of SFAS 142 on January 1, 2002, which ceased the amortization of goodwill as of that date.

        Operating income.    Operating income for 2002 was $29.8 million, an increase of $3.5 million, or 13.1%, over operating income for 2001, reflecting the increase in gross profit and the decrease in amortization of intangible assets, partially offset by the increase in selling, administrative and product development expenses. Operating income as a percentage of net sales increased to 9.0% in 2002 from 8.4% in 2001.

        Interest expense.    Interest expense for 2002 was $15.9 million, which was $1.8 million lower than interest expense for 2001. The decrease was due to lower average interest rates charged on our variable rate indebtedness and reduced average borrowings.

        Foreign currency loss (gain).    Foreign currency gain in 2002 was $8.4 million, compared to a foreign currency loss of $4.9 million in 2001. Our foreign currency gain was primarily related to Brink, which had indebtedness denominated in U.S. dollars, including intercompany debt and a portion of the loans under our credit agreement that was then in place. During 2002, the U.S. dollar weakened significantly in relation to the euro, the functional currency of Brink, whereas during 2001, the U.S. dollar strengthened in relation to the euro. This was partially offset by the foreign currency loss of SportRack Accessories, which had intercompany indebtedness denominated in U.S. dollars. During 2002 the U.S. dollar strengthened in relation to the Canadian dollar, the functional currency of SportRack Accessories.

        Provision (benefit) for income taxes.    During 2002, we recorded a tax provision amounting to $263,000 relating to an ongoing income tax audit in Italy covering the periods from 1998 to 2001. During 2002, we had income before income taxes for our taxable subsidiaries totaling $8.1 million and recorded a provision for income taxes of $4.0 million exclusive of the $263,000 provision related to the income tax audit. Our effective tax rate differed from the U.S. federal income tax rate primarily due to changes in valuation allowances on the deferred tax assets of SportRack Accessories recorded during 2002 and differences in the tax rates of foreign countries. During 2001, we had a loss before income taxes for our taxable subsidiaries totaling $3.2 million and recorded a provision for income taxes of $602,000. The provision in 2001 resulted primarily from the pretax income of Brink, which was offset by the pretax losses of SportRack Accessories. The tax benefit of SportRack Accessories was offset by the increase in the valuation allowance recorded against the tax assets of that subsidiary.

        Cumulative effect of accounting change.    On January 1, 2002, we adopted the accounting standards set forth in SFAS 142. See "—New Accounting Pronouncements." As a result of this accounting change, we recorded a loss totaling $29.2 million to write down goodwill recorded in connection with the Valley acquisition.

        Net income (loss).    Net loss for 2002 was $11.6 million, as compared to net income of $2.4 million in 2001, a change of $14.0 million. The change in net loss was primarily attributable to the cumulative effect of accounting change due to the adoption of SFAS 142 and the increase in the provision for income taxes, offset partially by the increase in operating income, lower interest expense and the foreign currency gain in 2002 as compared with the foreign currency loss of 2001.

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Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

        Net sales.    Net sales for 2001 were $314.0 million, representing a decrease of $4.8 million, or 1.5%, from net sales for 2000. This decrease resulted from decreased sales to OEMs of approximately $4.2 million and the effect of declining exchange rates between the U.S. dollar and the currencies used by our foreign subsidiaries totaling $2.1 million. North American OEMs reduced vehicle production beginning in the fourth quarter of 2000 and continuing in 2001 in response to lower sales of new vehicles in the North American automotive market, resulting in an approximately $9.0 million decrease in sales. Sales were also reduced by approximately $6.0 million as a result of price decreases given to our OEM customers during 2001. Additionally, in efforts to reduce overall vehicle cost, certain of our customers reduced or eliminated certain components of their vehicles, including products manufactured by us, resulting in an approximately $6.0 million decrease in sales. These decreases were partially offset by approximately $17.0 million in sales of new products for new vehicles introduced during 2001 and higher sales to the automotive aftermarket totaling $1.4 million.

        Gross profit.    Gross profit for 2001 was $74.5 million, representing a decrease of $5.3 million, or 6.6%, from the gross profit for 2000. Gross profit as a percentage of net sales was 23.7% in 2001 compared to 25.0% in 2000. The decrease in the gross margin percentage was primarily attributable to price reductions given to our largest customer, which were only partially offset by internal cost reductions. Additionally, our North American OEM towing business continued to experience reduced productivity during 2001. The gross profit percentage was also reduced due to proportionately lower sales for Brink, which has a greater gross margin percentage as compared with the rest of our operations as a whole. Reduced sales for Brink were attributable to the decline in the exchange rate between the euro and the U.S. dollar for 2001 compared with 2000.

        Selling, administrative and product development expenses.    Selling, administrative and product development expenses for 2001 were $44.8 million, representing a decrease of $758,000, or 1.7%, compared with the selling, administrative and product development expenses for 2000. The decrease resulted from an approximately $633,000 reduction in corporate administrative expenses, lower sales at Brink, which had greater selling, administrative and product development expenses as a percentage of sales compared to our operations as a whole, and the lack of approximately $900,000 of legal and accounting costs incurred in 2000 relating to a potential recapitalization of our equity securities during the year, partially offset by the lack of the $1.9 million benefit recognized in 2000 relating to a contingent obligation to a customer. Selling, administrative and product development expenses as a percentage of net sales was 14.3% in 2001 and 2000.

        Operating income.    Operating income for 2001 was $26.4 million, a decrease of $4.5 million, or 14.7%, compared with operating income for 2000. The decrease in operating income reflects the decrease in gross profit partially offset by the decrease in selling, administrative and product development expenses. Operating income as a percentage of net sales decreased to 8.4% in 2001 from 9.7% in 2000 due primarily to the decrease in the gross margin percentage.

        Interest expense.    Interest expense for 2001 was $17.7 million, a decrease of $266,000 from interest expense for 2000. Lower average indebtedness and lower interest rates on our variable rate debt were partially offset by $342,000 of bank fees related to amending our credit agreement then in place and $150,000 more interest recorded in 2001 than 2000 for an estimated contingent legal liability.

        Foreign currency loss.    Foreign currency loss in 2001 was $4.9 million, compared to a foreign currency loss of $5.4 million in 2000. Our foreign currency loss during 2001 was primarily related to Brink and SportRack Accessories, each of which had indebtedness, including intercompany indebtedness, denominated in U.S. dollars. During 2001 and 2000, the U.S. dollar strengthened significantly in relation to the euro, the functional currency of Brink. The U.S. dollar strengthening was

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less significant during 2001 than 2000. Additionally, the U.S. dollar strengthened significantly in relation to the Canadian dollar, the functional currency of SportRack Accessories.

        Other expense.    Other expense for 2001 consists primarily of losses on the disposal of property and equipment.

        Provision (benefit) for income taxes.    During 2001, we had a loss before income taxes for our taxable subsidiaries totaling $3.1 million but recorded a provision for income taxes of $602,000. The provision resulted primarily from the pretax income of Brink, which was offset by the pretax losses of SportRack Accessories. The tax benefit for SportRack Accessories was offset by the increase in the valuation allowance recorded against the tax assets of that subsidiary. Additionally, the effective tax rate differed from the U.S. federal income tax rate due to differences in the tax rates of foreign countries. During 2000, we had a loss before income taxes for our taxable subsidiaries totaling $3.0 million and recorded a benefit for income taxes of $278,000.

        Net income.    Net income for 2001 was $2.4 million, as compared to net income of $7.8 million in 2000, a decrease of $5.4 million. The change in net income was primarily attributable to the decrease in operating income and increases in other expenses and taxes, partially offset by the decrease in foreign currency losses.

Liquidity and Capital Resources

        Our principal liquidity requirements are to service our debt and meet our working capital and capital expenditure needs. Our indebtedness at June 30, 2003 was $196.5 million, including current maturities of $1.6 million. We expect to be able to meet our liquidity requirements for the foreseeable future through cash provided by operations and through borrowings available under our revolving credit facilities.

Working Capital and Cash Flows

        Working capital and key elements of the consolidated statement of cash flows are as follows:

	Predecessor								Company
	As of December 31,						As of June 30,		As of June 30,
	2000		2001		2002		2002		2003
	(Dollars in thousands)								(in thousands)
Working capital	$	34,791	$	23,380	$	20,954	$	38,562	$	62,268

	Predecessor															Company
	Year ended December 31,												Period from April 15, 2003 through June 30, 2003			Period from January 1, 2003 through April 14, 2003
										Six months ended June 30, 2002
	2000			2001			2002
	(Dollars in thousands)									(in thousands)						(in thousands)
Cash flows provided by (used for) operating activities	$	21,416		$	27,651		$	21,004		$	7,456		$	(3,460	)	$	2,898
Cash flows (used for) investing activities	$	(13,249	)	$	(7,580	)	$	(15,354	)	$	(5,673	)	$	(110,428	)	$	(2,512	)
Cash flows provided by (used for) financing activities	$	(14,982	)	$	(20,389	)	$	(5,526	)	$	(2,333	)	$	111,005		$	4,087

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Working capital

        Working capital increased by $41.3 million to $62.3 million at June 30, 2003 from $21.0 million at December 31, 2002 due primarily to a decrease in the current maturities of long-term debt of $16.6 million, the elimination of mandatorily redeemable warrants of $5.3 million, an increase in accounts receivable of $20.1 million, an increase of $2.0 million in other inventories, an increase of $657,000 in other current assets and an increase in deferred tax assets, net of a decrease in current deferred tax liabilities, of $731,000 and due to the effects of an increased exchange rate between the U.S. dollar and the European Euro as of June 30, 2003 as compared with that as of December 31, 2002. Partially offsetting the increases was a reduction in working capital resulting from an increase of $2.8 million in accounts payable and an accrued liability relating to the estimated working capital adjustment totaling $3.7 million (See—"The Acquisition—Closing Purchase Price and Adjustments").

        The increase in accounts receivable was attributable to increased sales levels in the second quarter of 2003 as compared with the fourth quarter of 2002. Differences in sales levels between the two consecutive quarters are partly due to seasonal cycles and increased sales to automotive OEMs. Increases in accounts payable reflected increased purchasing activities to support the increased sales volume. Inventory increased primarily for our aftermarket products to support seasonally higher sales for the period as compared with the period prior to December 31, 2002.

        Working capital decreased by $2.4 million to $21.0 million at December 31, 2002 from $23.4 million at December 31, 2001. This decrease was due primarily to a decrease in inventory of $2.0 million, a change in current deferred tax assets and liabilities of $1.5 million, an increase in accrued liabilities of $6.2 million, an increase in accounts payable of $2.5 million, an increase in the current portion of long term debt of $7.2 million and an increase in mandatorily redeemable warrants of $120,000. These working capital decreases were partially offset by an increase in accounts receivable of $4.4 million, an increase of $8.5 million in other current assets, an increase in cash of $514,000 and an increase related to foreign currency exchange rate of our subsidiaries' functional currencies against the U.S. dollar of $6.1 million.

        The increase in accounts receivable was attributable to increased sales levels in the fourth quarter of 2002 as compared with the fourth quarter of 2001 and to a difference in the timing of a payment from our second largest OEM customer. Differences in sales levels between the two quarters were partly due to increased sales to automotive OEMs. Increases in accounts payable during the quarter reflected increased purchasing activities to support the increased sales volume. Inventory decreased primarily at Brink, which sold product out of inventory during a plant reorganization in The Netherlands. Accrued liabilities increased as a result of an increase of $2.9 million in accrued expenses for the G 3.0 recall, by $2.7 million in accrued income taxes and by $1.0 million for accrued unexecuted transaction costs. Other current assets increased primarily due to an increased amount of tooling costs reimbursable from our North American OEM customers related to new programs under development and for advances receivable under an operating lease at Brink.

        In July 2003, CHAAS Holdings delivered to the sellers a statement indicating that our adjusted working capital, derived from the audit of specified items of our balance sheet, was $58.655 million at the closing of the acquisition. Subject to the right of the sellers to object to this determination, we will be obligated to make a payment of $3.655 million to the sellers, plus 6% interest per annum from the closing date of the acquisition.

Operating Activities

        Our operations used $3.5 million in cash for the period from April 15, 2003 through June 30, 2003 and AAS's operations provided $2.9 million in cash for the period from January 1, 2003 through April 14, 2003. During the first six months of 2002, AAS's operations provided $7.5 million in cash. Cash flow from operating activities for the first six months of 2002 decreased primarily due to an increase in working capital during the first six months of 2003 which was greater than the increase in

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working capital during the first six months of 2002. Partially offsetting the increased working capital was greater operating income during the first six months of 2003 compared with the first six months of 2002.

        Cash flow provided by operating activities for 2002 was $21.0 million, compared to $27.7 million in 2001 and $21.4 million in 2000. Cash flow provided by operating activities for 2002 decreased from 2001 primarily due to a smaller decrease in working capital during 2002 and a net investment in noncurrent assets in 2002 (compared to a decrease in noncurrent assets in 2001), partially offset by higher income in 2002 (before depreciation and amortization, deferred taxes, foreign currency gains and losses, loss on disposal of assets and the cumulative effect of the accounting change for goodwill impairment). Cash flow for 2001 increased from 2000 primarily due to a net decrease in working capital investment during 2001.

        Our European and Canadian subsidiaries had income tax net operating loss carryforwards ("NOLs") of approximately $1.6 million and $2.4 million, respectively, at December 31, 2002. The European NOLs have no expiration date and the Canadian NOLs expire in 2005 through 2008. Management believes that it is more likely than not that a portion of the deferred tax assets of the Canadian subsidiaries will not be realized and a valuation allowance of $2.8 million has been recorded against such assets. No valuation allowance has been recorded for the European NOLs as it is management's belief that it is more likely than not that the related deferred tax asset will be realized.

Investing Activities

        Cash flow used for investing activities for the period from April 15, 2003 through June 30, 2003, the period from January 1, 2003 through April 14, 2003 and the six months ended June 30, 2002 included acquisitions of property and equipment of $2.1 million, $2.5 million and $5.7 million, respectively, and were primarily for the expansion of capacity, productivity and process improvements and maintenance. Cash flows used for investing activities for the period from April 14, 2003 through June 30, 2003 included the acquisition of all the equity interests of AAS totaling $108.4 million.

        Investing cash flows include acquisitions of property and equipment of $15.4 million, $7.6 million and $10.4 million in 2002, 2001 and 2000, respectively. Capital expenditures for 2002 include approximately $9.0 million for a new production facility constructed in France during the year. The facility replaced a former factory also in France. The move from the old facility occurred in October 2002 and the plant is currently ramping up to full production capacity. The lower capital expenditures during 2001 reflected a reduced need to increase production capacity and management's efforts to increase the productivity of existing equipment.

        We estimate that capital expenditures for the year ended 2003 will be approximately $11.0 million, primarily for the expansion of capacity, productivity and process improvements and maintenance. Our 2003 capital expenditures are anticipated to be paid for from cash flows provided by operating activities or borrowings against our revolving credit facilities and include approximately $4.0 million for replacing and upgrading existing equipment.

        Investing cash flows in 2000 included $2.8 million for the acquisitions of Titan and the assets of Barrecrafters.

Financing Activities

        During the period from April 15, 2003 through June 30, 2003, financing cash flows included the proceeds from the issuance of membership units totaling $100.9 million and proceeds from borrowings related to our parent's purchase of AAS on April 15, 2003, including $106.0 million borrowed under our credit facilities, a $55.0 million convertible senior subordinated bridge note and a $10.0 subordinated promissory note issued by the sellers of AAS (see "—Debt and Credit Sources" below). A portion of these proceeds were used to pay debt issuance costs and to pay a portion of AAS's

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indebtedness including all amounts due under its then existing credit facility. On May 23, 2003, we sold $150.0 million of our Original Notes, the proceeds of which were used to refinance the convertible senior subordinated bridge note and a portion of loans under our credit facilities referred to above. We also borrowed an additional $2.3 million under our revolving credit facility.

        During the period from January 1, 2003 through April 14, 2003, AAS made $2.2 million in regularly scheduled principal payments on its term notes under its then existing credit facility, borrowed $6.4 million on its revolving facility and made distributions to its members totaling $121,000.

        During 2002, financing cash flows included payments of principal on our term indebtedness of $13.4 million, net borrowing of $5.6 million on our then existing revolving line of credit, borrowing against a capital lease for the new plant in France of $5.6 million and distributions to members in amounts sufficient to meet the tax liability of our domestic taxable income that accrued to individual members totaling $3.4 million.

        During 2001, financing cash flows included payments of principal on our term indebtedness of $11.7 million, net payments of $8.3 million on our then existing revolving line of credit and distributions to members in amounts sufficient to meet the tax liability on our domestic taxable income which accrued to individual members totaling $801,000.

        During 2000, financing cash flows included net borrowings on our then existing revolving line of credit totaling $11.3 million, offset by payments of principal on our then existing term indebtedness of $13.9 million, distributions to members in amounts sufficient to meet the tax liability on our domestic taxable income that accrued to individual members totaling $6.1 million and repurchase of membership units of $6.4 million. Principal payments included $12.5 million in scheduled repayments and a $1.4 million mandatory prepayment required as a result of us having excess cash flows during 1999 as defined by our then existing credit facility.

Debt and Credit Sources

        Our indebtedness was $196.5 million at June 30, 2003. We expect that our primary sources of cash will be from operating activities and borrowings under our revolving credit facilities. As of June 30, 2003, we had borrowings under the revolving credit facilities totaling $17.1 million and had $16.5 million of available borrowing capacity. Borrowing availability was reduced by an $1.4 million outstanding letter of credit provided as security for our U.S. workers compensation program. As of June 30, 2003, we were in compliance with the various covenants under the instruments pursuant to which we have borrowed or may borrow money and we believe we will remain in compliance with such covenants through the period ending June 30, 2004.

        On April 15, 2003, we entered into a new credit facility consisting of a revolving credit facility and term loans as follows: (1) a revolving credit facility comprised of (a) a $29.7 million U.S. revolving credit facility and (b) a 9.6 million Euro European revolving credit facility; (2) a term loan A facility comprised of (a) a $29.7 million U.S. term loan A and (b) a 9.6 Euro European term loan A; and (3) a term loan B comprised of (a) a $48.2 million U.S. term loan B and (b) a 15.6 million Euro European term loan B. We used a portion of the proceeds from the sale of our $150 million Senior Notes offering to (i) repay our U.S. term loan A, (ii) repay our U.S. term loan B and (iii) repay a portion of our European term loan B, together with interest accrued thereon. In addition, upon consummation of the offering, our revolving credit facility was increased to a $35 million U.S. revolving credit facility and a 15 million Euro European revolving credit facility.

        On April 15, 2003, a convertible senior subordinated bridge note in the principal amount of $55 million was issued to CHP IV by Valley and SportRack. We used a portion of the proceeds from the sale of our $150 million Senior Notes offering to fully repay the bridge note, together with accrued interest thereon. The interest rate on the bridge note was 12% per annum.

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        On April 15, 2003, subordinated promissory notes in an aggregate principal amount of $10.0 million were issued to the sellers in the acquisition by Valley and SportRack. The interest rate on the subordinated promissory notes is 12% per annum until maturity, subject to certain exceptions. Accrued interest is not payable in cash but is capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of our $150 million Senior Notes, subject to certain exceptions.

        On May 16, 2003, we redeemed all of our then outstanding 9³/4% Senior Subordinated Notes due 2007, or the Senior Subordinated Notes, at the optional redemption price of 104⁷/8% of the principal amount thereof plus accrued interest. Upon consummation of the acquisition, we deposited funds in escrow sufficient to effect a covenant defeasance of the Senior Subordinated Notes and to consummate the redemption through the redemption date. The amount of the redemption, which includes accrued interest and premiums, was $132.6 million.

        Our ability to satisfy our debt obligations will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond our control, as well as the availability of revolving credit borrowings under our current or successor credit facilities. We anticipate that, based on current and expected levels of operations, our operating cash flow, together with borrowings under our revolving credit facilities, should be sufficient to meet our debt service, working capital and capital expenditure requirements for the foreseeable future, although no assurances can be given in this regard. If we are unable to service our indebtedness, we will be forced to take actions such as reducing or delaying acquisitions and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital. There is no assurance that any of these remedies can be effected on satisfactory terms, if at all, including, whether, and on what terms, we could raise equity capital.

Quantitative and Qualitative Disclosures About Market Risk

        We conduct operations in several foreign countries including Canada, the Czech Republic, Denmark, France, Germany, Italy, Poland, Spain, The Netherlands and the United Kingdom. Net sales for international operations during the period ended from January 1, 2003 through April 14, 2003 were approximately $34.1 million, or 33.5%, of our net sales. Net sales from international operations during the period ended from April 15, 2003 through June 30, 2003 were approximately $33.5 million, or 39.7% of our net sales. At June 30, 2003, assets associated with these operations were approximately 43.4% of total assets, and we had indebtedness denominated in currencies other than the U.S. dollar of approximately $19.7 million.

        As a result, we are exposed to certain market risks, which exist as a part of our ongoing business operations. Primary exposures include fluctuations in the value of foreign currency investments in subsidiaries, volatility in the translation of foreign currency earnings to U.S. dollars, indebtedness, including intercompany indebtedness, of foreign subsidiaries denominated in currencies other than their functional currency and movements in Federal Funds rates and LIBOR. Our international operations may also be subject to volatility because of changes in political and economic conditions of these countries. Most of the revenues and costs and expenses of our operations in foreign countries are denominated in the local currencies.

        We may periodically use foreign currency forward option contracts to offset the effects of exchange rate fluctuations on cash flows denominated in foreign currencies. We had no outstanding foreign currency forward options at June 30, 2003 and do not use derivative financial instruments for trading or speculative purposes.

        Our credit facilities are subject to interest rates based on a floating benchmark rate (such as LIBOR or the Federal Funds rate), plus an applicable margin. The applicable margin is a fixed spread based on the floating benchmark rate we select for borrowings and whether such borrowings are under our term loan facilities or under our revolving credit facilities. A change in interest rates under our

46

credit facilities could have an impact on results of operations. As of June 30, 2003, a change of 1.0% in the market rate of interest would impact our annual interest expense by $286,000.

New Accounting Pronouncements

        On January 1, 2002, we adopted the accounting standards set forth in SFAS 142 and Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 142 changed the methodology for assessing goodwill impairments. The initial application of this statement resulted in an impairment of goodwill of $29.2 million to write down goodwill related to the Valley acquisition. The impairment was due solely to the change in accounting standards and was reported as a cumulative effect of accounting change. Under the new standard, impairment is determined by comparing the carrying values of reporting units to the corresponding fair values, which are determined based on the discounted estimated future cash flows of the reporting units. As the impairment related to Valley for which taxable income accrues to the individual members, no tax effect was recorded for this charge. Additionally, under the new standard, goodwill is no longer amortized but is to be tested periodically for impairment. The effect of no longer amortizing goodwill resulted in a reduction of $3.0 million in amortization of intangible assets during 2002 as compared with each of 2001 and 2000. The adoption of SFAS 144 did not have a material impact on our financial position, results of operations or cash flows.

        In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 provides guidance on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued and also clarifies that a guarantor is require to recognize, at the inception for a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. We adopted the guidance provided by FIN 45 at January 1, 2003, and any effect of the adoption of this guidance has been reflected in the interim financial information at June 30, 2003 included elsewhere in this prospectus.

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THE EXCHANGE OFFER

General

        The issuers sold the Original Notes on May 23, 2003 in a transaction exempt from the registration requirements of the Securities Act. The initial purchasers of the Original Notes subsequently resold them to qualified institutional buyers in reliance on Rule 144A under the Securities Act.

        In connection with the sale of Original Notes to the initial purchasers, the holders of the Original Notes became entitled to the benefits of an A/B exchange registration rights agreement dated May 23, 2003 between the issuers, our parent, our parent's domestic subsidiaries that guaranteed the Original Notes and the initial purchasers (the "Registration Rights Agreement").

        Under the Registration Rights Agreement, the issuers became obligated to file a registration statement in connection with an exchange offer within 90 days after the original issue date of the Original Notes (the "Issue Date") and use their reasonable best efforts to cause the exchange offer registration statement to become effective within 150 days after the Issue Date. The exchange offer being made by this prospectus, if consummated within the required time periods, will satisfy the issuers' obligations under the Registration Rights Agreement. This prospectus, together with the letter of transmittal, is being sent to all beneficial holders known to the issuers.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, the issuers will accept all Original Notes properly tendered and not withdrawn on or prior to the expiration date. The issuers will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of outstanding Original Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes pursuant to the exchange offer.

        Based on no-action letters issued by the staff of the SEC to third parties, the issuers believe that holders of the New Notes issued in exchange for Original Notes may offer for resale, resell and otherwise transfer the New Notes, other than any holder that is an affiliate of the issuers within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the New Notes are acquired in the ordinary course of the holder's business, the holder has no arrangement or understanding with any person to participate in the distribution of the New Notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the New Notes. A broker-dealer that acquired Original Notes directly from the issuers cannot exchange the Original Notes in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the New Notes cannot rely on the no-action letters of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where Original Notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution" for additional information.

        The issuers will be deemed to have accepted validly tendered Original Notes when, as and if they have given oral or written notice of the acceptance of those notes to the exchange agent. The exchange agent will act as agent for the tendering holders of Original Notes for the purposes of receiving the New Notes from the issuers and delivering New Notes to those holders. Pursuant to Rule 14e-1(c) of the Exchange Act, the issuers will promptly deliver the New Notes upon consummation of the exchange offer or return the Original Notes if the exchange offer is withdrawn.

        If any tendered Original Notes are not accepted for exchange because of an invalid tender or the occurrence of the conditions set forth under "—Conditions" without waiver by the issuers, certificates

48

for any of those unaccepted Original Notes will be returned, without expense, to the tendering holder of any of those Original Notes as promptly as practicable after the expiration date.

        Holders of Original Notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, in accordance with the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes, pursuant to the exchange offer. The issuers will pay all charges and expenses, other than taxes applicable to holders in connection with the exchange offer. See "—Fees and Expenses."

Shelf Registration Statement

        If (1) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the issuers are not permitted to effect the exchange offer; or (2) the exchange offer is not consummated within 180 days of the Issue Date; or (3) in certain circumstances, certain holders of unregistered New Notes so request; or (4) in the case of any holder that participates in the exchange offer, such holder does not receive New Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of the issuers or within the meaning of the Securities Act), then in each case, the issuers will (x) promptly deliver to the holders and the Trustee written notice thereof, and (y) at our sole expense, (a) as promptly as practicable, file a shelf registration statement covering resales of the notes (the "Shelf Registration Statement") and (b) use their reasonable best efforts to keep effective the Shelf Registration Statement until the earlier of two years after the Issue Date or such time as all of the applicable notes have been sold thereunder.

        Notwithstanding anything to the contrary in the Registration Rights Agreement, upon notice to the holders of the notes, the issuers may suspend use of the prospectus included in any Shelf Registration Statement in the event that and for a period of time (a "Blackout Period") not to exceed an aggregate of 60 days in any twelve-month period (1) the issuers' or our parent's board of directors determines, in good faith, that the disclosure of an event, occurrence or other item at such time could reasonably be expected to have a material adverse effect on the business, operations or prospects of our parent and its subsidiaries or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the issuers' or our parent's board of directors determines, in good faith, that any such disclosure would jeopardize the success of the transaction or that disclosure of the transaction is prohibited pursuant to the terms thereof.

        The issuers will, if and when they file the shelf registration statement, provide to each holder of the Notes copies of the prospectus which is a part of the shelf registration statement, notify each holder when the shelf registration statement has become effective and take other actions as are required to permit unrestricted resales of the Notes. A holder that sells Notes pursuant to the shelf registration statement generally must be named as a selling security-holder in the related prospectus and must deliver a prospectus to purchasers. A seller will be subject to civil liability provisions under the Securities Act in connection with these sales. A seller of the Notes also will be bound by applicable provisions of the Registration Rights Agreement, including indemnification obligations. In addition, each holder of Notes must deliver information to be used in connection with the shelf registration statement and provide comments on the shelf registration statement in order to have its Notes included in the shelf registration statement and benefit from the provisions regarding any liquidated damages in the Registration Rights Agreement.

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Additional Interest

        If the issuers fail to meet the targets listed in the three paragraphs immediately following this paragraph, then additional interest ("Additional Interest") shall become payable in respect of the notes as follows:

        1.     if (A) a registration statement on an appropriate registration form with respect to the exchange offer (the "Exchange Offer Registration Statement") is not filed with the SEC on or prior to 90 days after the Issue Date or (B) notwithstanding that the issuers have consummated or will consummate an exchange offer, the issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by the Registration Rights Agreement, then commencing on the day after either such required filing date, Additional Interest shall accrue on the principal amount of the notes at a rate of 0.50% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or

        2.     if (A) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to 150 days after the Issue Date or (B) notwithstanding that the issuers have consummated or will consummate an Exchange Offer, the issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the SEC on or prior to the date required by the Registration Rights Agreement, then, commencing on the day after either such required effective date, Additional Interest shall accrue on the principal amount of the notes at a rate of 0.50% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or

        3.     if (A) the issuers have not exchanged New Notes for all notes validly tendered in accordance with the terms of the exchange offer on or prior to the 180th day after the Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Issue Date (other than after such time as all notes have been disposed of thereunder and other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on the principal amount of the notes at a rate of 0.50% per annum for the first 90 days commencing on (x) the 181st day after the Issue Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;

provided, however, (x) that the Additional Interest rate on the notes may not accrue under more than one of the foregoing clauses (1) - (3) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.50% per annum and (y) Additional Interest shall not accrue under clause (3)(B) above during the continuation of a Blackout Period; provided, further, however, that (a) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (1) above), (b) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (2) above), or (c) upon the exchange of New Notes for all notes tendered (in the case of clause (3) (A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (3) (B) above), Additional Interest on the notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

        No Additional Interest shall accrue with respect to notes that are not Registrable Notes, as defined in the Registration Rights Agreement.

        Any amounts of Additional Interest due pursuant to clause (1), (2) or (3) above will be payable in cash on the same original interest payment dates as the notes.

        The sole remedy available to the holders of the notes will be that described above.

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Expiration Date; Extensions; Amendment

        The term "expiration date" means 12:00 midnight, New York City time, on              , 2003, which is 20 business days after the commencement of the exchange offer, unless the issuers extend the exchange offer, in which case the term "expiration date" means the latest date to which the exchange offer is extended.

        In order to extend the expiration date, the issuers will notify the exchange agent of any extension by oral or written notice and will issue a public announcement of the extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        The issuers reserve the right:

(a)

to extend the exchange offer or to terminate the exchange offer and not accept Original Notes not previously accepted if any of the conditions set forth under "—Conditions" shall have occurred and shall not have been waived by them, if permitted to be waived by them, by giving oral or written notice of the delay, extension or termination to the exchange agent, or



(b)

to amend the terms of the exchange offer in any manner deemed by them to be advantageous to the holders of the Original Notes.

        The issuers will notify you as promptly as practicable of any delay in acceptance, extension, termination or amendment. If the exchange offer is amended in a manner determined by the issuers to constitute a material change, the issuers will promptly disclose the amendment in a manner intended to inform the holders of the Original Notes of the amendment. Depending upon the significance of the amendment, the issuers may extend the exchange offer if it otherwise would expire during the extension period. Any such extension will be made in compliance with Rule 14d-4(d) of the Exchange Act.

        Without limiting the manner in which the issuers may choose to publicly announce any extension, amendment or termination of the exchange offer, the issuers will not be obligated to publish, advertise, or otherwise communicate that announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering

        To tender in the exchange offer, a holder must:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;



•

have the signatures on the letter of transmittal guaranteed if required by instruction 3 of the letter of transmittal; and



•

mail or otherwise deliver the letter of transmittal or the facsimile in connection with a book-entry transfer, together with the Original Notes and any other required documents.

To be validly tendered, the documents must reach the exchange agent by or before 12:00 midnight New York City time, on the expiration date. Delivery of the Original Notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent on or prior to the expiration date.

        The tender by a holder of Original Notes will constitute an agreement between that holder and the issuers in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        Delivery of all documents must be made to the exchange agent at its address set forth below. Holders may also request their brokers, dealers, commercial banks, trust companies or nominees to effect the tender for those holders.

        The method of delivery of Original Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time

51

should be allowed to assure timely delivery to the exchange agent by or before 12:00 midnight New York City time, on the expiration date. No letter of transmittal or Original Notes should be sent to the issuers.

        Only a holder of Original Notes may tender Original Notes in the exchange offer. The term "holder" with respect to the exchange offer means any person in whose name Original Notes are registered on the issuers' books or any other person who has obtained a properly completed bond power from the registered holder.

        Any beneficial holder whose Original Notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on its behalf. If the beneficial holder wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its Original Notes, either make appropriate arrangements to register ownership of the Original Notes in the holder's name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "eligible institution," unless the Original Notes are tendered: (a) by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or (b) for the account of an eligible institution. In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by an eligible institution.

        If the letter of transmittal is signed by a person other than the registered holder of any Original Notes listed therein, those Original Notes must be endorsed or accompanied by appropriate bond powers and a proxy which authorizes that person to tender the Original Notes on behalf of the registered holder, in each case signed as the name of the registered holder or holders appears on the Original Notes.

        If the letter of transmittal or any Original Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should indicate that when signing, and unless waived by the issuers, submit evidence satisfactory to the issuers of their authority to act with the letter of transmittal.

        All questions as to the validity, form, eligibility, including time of receipt, and withdrawal of the tendered Original Notes will be determined by the issuers in their sole discretion. This determination will be final and binding. The issuers reserve the absolute right to reject any Original Notes not properly tendered or any Original Notes their acceptance of which, in the opinion of counsel for the issuers, would be unlawful. The issuers' interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as the issuers shall determine. None of the issuers, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give notification. Tenders of Original Notes will not be deemed to have been made until irregularities have been cured or waived. Any Original Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering holders of Original Notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

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        In addition, the issuers reserve the right in their sole discretion to:

(a)

purchase or make offers for any Original Notes that remain outstanding subsequent to the expiration date or, as set forth under "—Conditions," to terminate the exchange offer in accordance with the terms of the Registration Rights Agreement; and



(b)

to the extent permitted by applicable law, purchase Original Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

        By tendering Original Notes pursuant to the exchange offer, each holder will represent to the issuers that, among other things,

(a)

the New Notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder;



(b)

the holder is not engaged in and does not intend to engage in a distribution of the New Notes;



(c)

the holder has no arrangement or understanding with any person to participate in the distribution of such New Notes; and



(d)

the holder is not an "affiliate" of the issuers, as defined under Rule 405 of the Securities Act, or, if the holder is an affiliate, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

Book-Entry Transfer

        The issuers understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the Original Notes at the depository trust company, or DTC, for the purpose of facilitating the exchange offer, and upon the establishment of those accounts, any financial institution that is a participant in DTC's system may make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent's account with respect to the Original Notes in accordance with DTC's procedures for transfers. Although delivery of the Original Notes may be effected through book-entry transfer into the exchange agent's account at the DTC, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee, and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to the depository trust company does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

        Holders who wish to tender their Original Notes and

(a)

whose Original Notes are not immediately available or



(b)

who cannot deliver their Original Notes, the letter of transmittal or any other required documents to the exchange agent on or prior to the expiration date, may effect a tender if:



(1)

the tender is made through an eligible institution;



(2)

on or prior to the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the Original Notes, the certificate number or numbers of the Original Notes and the principal amount of Original Notes tendered stating that the tender is being made thereby, and guaranteeing that, within three business days after the expiration date, the letter of transmittal, or facsimile thereof, together with the certificate(s) representing

53

the Original Notes to be tendered in proper form for transfer and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

(3)

the properly completed and executed letter of transmittal, or facsimile thereof, together with the certificate(s) representing all tendered Original Notes in proper form for transfer and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time by or prior to 12:00 midnight, New York City time, on the expiration date, unless previously accepted for exchange.

        To withdraw a tender of Original Notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus by 12:00 midnight, New York City time, on the expiration date. Any such notice of withdrawal must:

(a)

specify the name of the depositor, who is the person having deposited the Original Notes to be withdrawn;



(b)

identify the Original Notes to be withdrawn, including the certificate number or numbers and principal amount of the Original Notes or, in the case of Original Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;



(c)

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such Original Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the Original Notes register the transfer of such Original Notes into the name of the depositor withdrawing the tender; and



(d)

specify the name in which any such Original Notes are being registered if different from that of the depositor.

        All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by the issuers, and their determination will be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no New Notes will be issued with respect to the Original Notes withdrawn unless the Original Notes so withdrawn are validly retendered. Any Original Notes which have been tendered but which are not accepted for exchange will be returned to their holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be retendered by following one of the procedures described above under "Procedures for Tendering" at any time on or prior to the expiration date.

Conditions

        Notwithstanding any other term of the exchange offer, the issuers will not be required to accept for exchange, or exchange, any New Notes for any Original Notes, and may terminate or amend the exchange offer on or before the expiration date, if the exchange offer violates any applicable law or interpretation by the staff of the SEC.

        If the issuers determine in their reasonable discretion that the foregoing condition exists, they may:

•

refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders;

54

•

extend the exchange offer and retain all Original Notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered the Original Notes to withdraw their tendered Original Notes; or



•

waive such condition, if permissible, with respect to the exchange offer and accept all properly tendered Original Notes which have not been withdrawn.

If a waiver constitutes a material change to the exchange offer, the issuers will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the holders, and they will extend the exchange offer as required by applicable law.

        Pursuant to the Registration Rights Agreement, the issuers are required to use their reasonable best efforts to file with the SEC a shelf registration statement with respect to the Original Notes on or prior to the 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) of the Registration Rights Agreement, and thereafter use their reasonable best efforts to cause the shelf registration statement declared effective on or prior to the 150th day after the filing date, if:

(a)

the exchange offer is not permitted by law or applicable interpretations of the staff of the SEC; or



(b)

the exchange offer is not consummated within 180 days of the Issue Date; or



(c)

certain holders of unregistered New Notes so request; or



(d)

in the case of any holder that participates in the exchange offer, such holder does not receive New Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as our affiliate) or within the meaning of the Securities Act.

Exchange Agent

        BNY Midwest Trust Company has been appointed as exchange agent for the exchange offer, and is also the trustee under the indenture under which the New Notes will be issued. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to                         , addressed as follows:

For information by Telephone:
(212) 815-3738

By Mail:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Ms. Diane Amoroso By Hand or Overnight Delivery Service:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Ms. Diane Amoroso

By Facsimile Transmission:
(212) 298-1915

(Telephone Confirmation)
(212) 815-3738

Fees and Expenses

        The issuers have agreed to bear the expenses of the exchange offer pursuant to the Registration Rights Agreement. The issuers have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the

55

exchange offer. The issuers, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with providing the services.

        The cash expenses to be incurred in connection with the exchange offer will be paid by the issuers. These expenses include fees and expenses of BNY Midwest Trust Company as exchange agent, accounting and legal fees and printing costs, among others.

Accounting Treatment

        The New Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us. The expenses of the exchange offer and the unamortized expenses related to the issuance of the Original Notes will be amortized over the term of the New Notes.

Consequences of Failure to Exchange

        Holders of Original Notes who are eligible to participate in the exchange offer but who do not tender their Original Notes will not have any further registration rights, and their Original Notes will continue to be restricted for transfer. Accordingly, such Original Notes may be resold only:

(a)

to the issuers, upon redemption of the Original Notes or otherwise;



(b)

so long as the Original Notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A;



(c)

in accordance with Rule 144 under the Securities Act, or under another exemption from the registration requirements of the Securities Act, and based upon an opinion of counsel reasonably acceptable to the issuers;



(d)

outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or



(e)

under an effective registration statement under the Securities Act;

in each case in accordance with any applicable securities laws of any state of the United States.

Regulatory Approvals

        The issuers do not believe that the receipt of any material federal or state regulatory approval will be necessary in connection with the exchange offer, other than the effectiveness of the exchange offer registration statement under the Securities Act.

Other

        Participation in the exchange offer is voluntary and holders of Original Notes should carefully consider whether to accept the terms and condition of this exchange offer. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take with respect to the exchange offer.

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BUSINESS

        We are one of the world's largest designers and manufacturers of exterior accessories for the automotive original equipment manufacturer, or OEM, market and aftermarket. We design and manufacture a wide array of both rack systems and towing systems and related accessories. We are the largest supplier of towing systems in the world and one of the two largest suppliers of rack systems. Our products are designed and engineered to meet vehicle-specific requirements, while improving vehicle functionality and styling. We sell our products to most of the OEMs producing vehicles in North America and Europe and to many of the major aftermarket distributors, installers and retailers. We are considered a Tier 1 supplier in the industry as we supply goods directly to OEMs. As a Tier 1 supplier to the OEM market, we are generally awarded contracts to supply our products for a given vehicle platform on a sole source basis. For the twelve months ended June 30, 2003, our net sales were $341.7 million.

        We have long-standing relationships with many of our major customers and have served our two largest customers for more than 10 years. Our OEM customers include BMW, DaimlerChrysler, Fiat, Ford, General Motors, Isuzu, Kia, Mitsubishi, Nissan, Opel, SEAT, Skoda, Subaru, Toyota, Volkswagen and Volvo. Our aftermarket customers include Ace Hardware, Advance Auto Parts, Balkamp (NAPA Auto Parts), Brezan, Canadian Tire, Coast Distribution System, Feuvert, Norauto, and U-Haul. Sales to OEM customers represented 66% of our net sales for the twelve months ended June 30, 2003, while the remainder were from sales to customers serving the automotive aftermarket. For the twelve months ended June 30, 2003, 71% of our net sales were derived from our North American operations, while the remainder were from European operations. We are headquartered in Sterling Heights, Michigan and have a total of 28 facilities located in both North America and Europe, of which 23 are manufacturing and engineering facilities.

Industry Trends

        We seek to capitalize on several important automotive industry trends that have benefited us in the past and we believe will continue to benefit us. These trends include:

        Increasing Exterior Accessory Content Per Vehicle.    The dollar content per vehicle of exterior accessory components has been increasing and, we believe, will continue to increase over the next several years. The increase in content per vehicle is being largely driven by (i) the demand for increased vehicle functionality and performance, (ii) the desire by OEM customers to further differentiate their products through the customization of exterior accessories, and (iii) the increasing proliferation of vehicles that have higher accessory content per vehicle such as crossover vehicles. In addition, consumers are demanding vehicles with rack systems and towing systems for activities such as camping, fishing, water sports and cycling.

        Increased Manufacturing in North America by Transplants.    Foreign automobile manufacturers with manufacturing operations in the United States, or transplants, have increased their share of North American light vehicle production from approximately 16% in 1992 to approximately 25% in 2002 and this trend is expected to continue. In recent years, we have been awarded programs from a number of these transplants, including BMW, Mercedes, Nissan and Toyota. We believe that increased levels of manufacturing of light vehicles in North America by transplants and the desire for local content will benefit full service, high quality suppliers with North American operations, such as ours.

        European Regulatory Standards.    Over the past several years, most western European countries have adopted European Community regulatory standards that mandate that a towing system must fit all the vehicle manufacturer's recommended fitting points, must not interfere with the vision of the number plate when not in use and must meet strict testing criteria for durability and safety. These standards have been adopted by all 15 EC countries and are in the process of being adopted by various

57

Eastern European countries, including Poland. All of our towing systems sold in Europe are designed and tested to satisfy these EC regulatory standards. The adoption of these regulatory standards, in addition to customers' demand for increased functionality and pleasing aesthetics is resulting in a shift in consumer preference from fixed towbars to more highly engineered detachable towbars.

Competitive Strengths

        Leading Global Market Position.    We are one of the largest suppliers of rack systems and towing systems to the automotive OEM market and the automotive aftermarket. We believe that we have achieved leading market positions in our core business lines by offering an extensive selection of high quality attractively priced products due to our economies of scale and by focusing on customer satisfaction. We are one of the two largest suppliers of rack systems in North America, with an approximate market share of 50%. In addition, we are the largest supplier of towing systems in the world with the leading market position in Europe and the second leading market position in North America, with approximate market shares of 32% and 16%, respectively. Our aftermarket products are sold under well-established brand and trade names including Barrecrafters, Brink, Dycrest Automotive, Nomadic Sport, SportRack and Valley.

        Strong Customer Relationships.    We are a Tier 1 supplier of rack systems and/or towing systems to most of the OEMs serving North America and Europe. We believe that we have strong customer relationships that are based on a reputation for high service levels, strong technical support, innovative product development, high quality and competitive pricing. We have developed these relationships over a long period. For example, we have been supplying DaimlerChrysler and General Motors, our two largest customers since 1991 and 1984, respectively, and have been supplying U-Haul and Coast Distributions Systems, our two largest automotive aftermarket customers, since 1994. Our OEM customers have recognized us with numerous achievement awards including DaimlerChrysler's Gold Award, Ford's Q-1 Award, General Motors's Supplier of the Year Award, Kia's Preferred Supplier Award and Toyota's Distinguished Supplier Award. We believe that our strong OEM relationships provide us with a significant advantage in retaining existing contracts as well as in participating in the design phase for new vehicles, which is integral to becoming a supplier for new platforms. We estimate that our retention rate for replacement platforms of existing OEM customers was in excess of 71% on average from 2000 through 2002. We believe that our strong customer relationships position us favorably to gain additional business.

        Design and Engineering Expertise.    We are a leader in the design of rack systems, towing systems and related accessories. We believe that our products possess greater quality, reliability, performance and ease of use than products sold by many of our competitors. We employ approximately 135 engineers and designers and hold more than 150 U.S. and foreign patents. When an OEM is in the process of developing a new model, we are generally approached two to four years prior to the start of the production with a request to supply the required rack system or towing system. We work directly with OEM designers to develop products that satisfy the OEM's functional, durability and styling requirements, simplify vehicle assembly and reduce vehicle cost and weight. We are responsible for many industry innovations including unique detachable towing hitches and push button and pull lever stanchions on fixed rack systems. We believe our design and engineering capabilities provide significant value to our customers by: (i) reducing OEM new product development cycles and preproduction and launch schedules; (ii) lowering OEM manufacturing costs; (iii) providing technical expertise; and (iv) increasing the ability to serve continually changing OEM and aftermarket customer preferences.

        Comprehensive Product Line.    Our product portfolio, which is one of the broadest in our industry, consists of vehicle-specific rack systems and towing systems and a wide range of complementary accessory aftermarket products. We supply rack systems to OEMs that are used on 38 vehicle models, as well as rack systems sold through aftermarket channels for a substantial number of additional

58

models. Our towing system products fit most vehicles commonly used for towing in Europe and North America, with over 2,000 SKUs in our product line. In addition, as new vehicles are introduced, we design towing systems to match the specific vehicle design. Furthermore, we have the most extensive towing systems product line that satisfies stringent EC regulatory safety standards. We believe that a competitor would face substantial design and testing costs to offer a comparable product line that meets these safety standards.

        High Quality, Low Cost Manufacturing Position.    We believe that we are one of the highest quality, lowest cost manufacturers of rack systems and towing systems in North America and Europe. Our low cost position is a result of cost controls and efficiency initiatives designed to enhance productivity and reduce capital expenditures. Our cost controls are closely integrated with our quality focused manufacturing operations, which we believe allows us to profitably deliver high quality, easy to install and competitively priced components on a just-in-time basis. In late 2002, we increased our towing systems manufacturing capacity in Europe by opening a new manufacturing facility in France and reorganizing our manufacturing facilities in The Netherlands. This increased capacity will allow us to pursue growth opportunities in existing and new geographic areas, such as Germany and Eastern Europe. We have achieved ISO-9000 or QS-9000 certification for most of our manufacturing and engineering facilities, including all of our OEM manufacturing and engineering facilities.

        Experienced Management with a Proven Track Record.    We are led by an experienced management team and our 5 senior officers have an average of 17 years of industry experience. Our management team has a proven track record of maintaining strong relationships with our existing customers, winning new customers, increasing cross-selling, successfully integrating business lines and introducing new products to the market. Members of our management team own equity and stock options in our company and will be further incentivized by equity compensation awards to improve our operational and financial performance.

Business Strategy

        Our objective is to strengthen our position as a leading global supplier of automotive exterior accessories, thereby increasing revenue and cash flow. To accomplish our goal, we intend to pursue the following strategies:

        Increase Sales to New and Existing Customers.    We intend to continue to leverage our design and engineering expertise, high quality, low cost manufacturing capabilities and extensive product line to increase our sales. We have successfully increased our penetration with existing OEM customers by winning new and replacement platforms that were previously supplied by our competitors and by offering new products in existing and new geographic areas. For example, in early 2003, we launched new programs to supply running boards for BMW and Toyota. We also have targeted new aftermarket customers and have recently won a private label contract to manufacture rack systems and accessories for The Coleman Company.

        Emphasize New Product Introductions.    We continue to seek to expand our business by offering new products that share common customer procurement practices, manufacturing technologies and distribution channels with our existing products. For example, our new exterior accessory products include pickup truck bed rails, running boards and rack and towing accessories. These new products currently account for only a small portion of our revenues, but we believe they possess strong growth prospects.

        Increase Operating Efficiencies.    We continually seek to reduce our cost structure and improve manufacturing efficiency. We have organized our production process to reduce the number of manufacturing functions and the frequency of material handling, which we believe both improves quality and reduces costs. We have also adopted cellular manufacturing to improve scheduling

59

flexibility, productivity and quality while reducing work in process inventories and other costs. For example, in late 2002 we increased our towing systems manufacturing capacity in Europe by opening a new manufacturing facility in France and reorganizing our manufacturing facilities in The Netherlands. This increased capacity will allow us to pursue growth opportunities in existing and new geographic areas, such as Germany and Eastern Europe. Over the next two years, we also intend to consolidate our UK and Italian manufacturing operations into our new French facility. We believe that this reorganization, which will require minimal additional capital expenditures, will further reduce our fixed cost base and improve our labor and manufacturing efficiencies.

        Pursue Strategic Acquisitions.    We have successfully completed and integrated acquisitions to complement our product offerings. We intend to selectively pursue opportunities that are accretive to our cash flow and either increase the market share of our existing products by providing us access to new customers and new geographic markets or enable us to offer complementary products to our customers.

        We face certain risks in the implementation of our business strategy. For example, if we fail to increase our sales to new and existing customers and/or lose business from any of our major customers, this could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to generate significant revenues in the future through the offering of new products. Furthermore, the OEM supplier industry is cyclical and, in large part, dependent upon the overall strength of customer demand for various types of motor vehicles and products. A decrease in consumer demand for motor vehicles in general or specific types of vehicles and/or products could adversely impact our ability to implement our strategy. See "Risk Factors—Risks Relating to Our Business" for other potential risks that may impact the successful implementation of our business strategy.

Products

        Our principal product lines are rack systems, towing systems and related accessories. For the twelve months ended June 30, 2003, 47% of our net sales were derived from rack systems and accessories and 53% were derived from towing systems and accessories. Additionally, over the last few years, we have begun to design and manufacture new complementary products, such as running boards and pickup truck cargo management systems that includes bed cleats and cross rails. These new products share common customer procurement practices, manufacturing technologies and distribution channels with our existing rack systems and towing systems.

Rack Systems

        Fixed Rack Systems.    We supply fixed roof rack systems for individual vehicle models that generally are sold to the automotive OEMs for installation at the factory. They are supplied for a model for the life of its design, which generally ranges from four to six years. Our fixed rack systems are designed to complement the styling themes of a particular vehicle, as well as to increase the utility and functionality of the rack system. These rack systems are utilized on a large number of light trucks, including BMW X5, Cadillac Escalade, Chevrolet Suburban, Tahoe and Trailblazer, DaimlerChrysler minivans, Dodge Durango, GMC Yukon and Envoy, Jeep Grand Cherokee and Liberty, Mercedes Benz M-Class and Oldsmobile Bravada.

        Most of the fixed rack systems we sell are composed of side rails, which run along both sides of the vehicle's roof. In many cases, the rack system also includes cross rails attached to the side rails with stanchions that are typically movable and can be used to carry a load. We use advanced materials such as lightweight, high strength plastics and roll formed aluminum to develop durable rack systems that increase vehicle performance. Many of these products incorporate innovative features such as push

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button and pull lever stanchions, which allow easy movement of the cross rails to accommodate various size loads.

        Detachable Rack Systems.    We also supply a full line of detachable roof rack systems for both the automotive and sporting accessory aftermarkets. A detachable rack system typically consists of cross rails attached to the roof of a vehicle by removable mounting clips. In addition, we design and manufacture lifestyle accessories for both the automotive and sporting accessory aftermarkets. These accessories typically attach to our towing or rack systems and are used for carrying items such as bicycles, skis, luggage, surfboards and sailboards.

Towing Systems

        We design and manufacture fixed and detachable towing systems, as well as a line of towing accessories. Our towing system products fit most vehicles commonly used for towing in Europe and North America, with over 2,000 SKUs in our product line. We are the largest supplier of towing systems in the world, with the leading market position in Europe and the second leading position in North America, with approximate market shares of 32% and 16%, respectively.

        Our towing systems sold in Europe are installed primarily on light vehicles. In Europe, we sell both fixed ball towbars as well as more sophisticated detachable ball systems. Fixed ball towbars are designed to be permanently attached to a vehicle, while detachable ball systems are designed so that the towing ball can be easily removed when not in use. The detachable ball systems are becoming increasingly popular, especially with owners of more expensive cars and for cars on which the license plates would otherwise be blocked by a fixed ball towbar. Our towing systems sold in Europe are designed to satisfy EC regulatory standards and undergo durability and safety testing in order to comply with these standards. Our towing systems sold in North America primarily are installed on light trucks and recreational vehicles.

        As new vehicles are introduced, we design towing systems to match the specific vehicle design. We have introduced many innovative product designs such as the tubular trailer hitch, which is lighter in weight, less obtrusive and stronger than the conventional hitch. Many of our product innovations have enabled us to improve the functionality and safety of towing systems while, at the same time, enhancing the overall appearance of vehicles utilizing these towing products.

        We also offer a line of towing accessory products that includes carriers for bicycles and other gear, trailer balls, ball mounts, electrical harnesses, safety chains and locking hitch pins.

New Products

        We continue to seek to expand our business by offering new products that share common customer procurement practices, manufacturing technologies and distribution channels with our existing products. For example, our recently introduced accessory products include pickup truck bed rails, running boards and rack and towing accessories. These new products currently account for only a small portion of our revenues, but we believe they possess strong growth prospects.

Customers and Marketing

        Sales to OEM and aftermarket customers represented 66% and 34% of our net sales, respectively, for the twelve months ended June 30, 2003.

Automotive OEMs

        We obtain most of our new orders through a sourcing process by which the customer invites a few preferred suppliers to design and manufacture a component or system that meets certain price, timing, functional and aesthetic parameters. Upon selection at the development stage, we typically agree with

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the customer to cooperate in developing the product to meet the specified parameters. Upon completion of the development stage and the award of the manufacturing business, we receive a purchase order that covers parts to be supplied for a particular car model. These supply arrangements typically involve annual renewals of the purchase order over the life of the model, which is generally four to six years. We compete to supply parts for successor models even though we may currently supply parts on the predecessor model. Sales to OEMs are made directly by our internal sales staff and outside sales representatives. With most OEMs, including DaimlerChrysler and General Motors, we enter into a contract for the life of a particular vehicle model. These contracts provide the general terms and conditions for the supply of goods and services to the OEM. From time to time under these contracts, OEMs issue purchase orders for the products listed in the contract.

        We sell our products to most of the OEMs producing vehicles in North America and Europe, including BMW, DaimlerChrysler, Fiat, Ford, General Motors, Kia, Mitsubishi, Nissan, Opel, SEAT, Skoda, Subaru, Toyota, Volkswagen and Volvo. DaimlerChrysler and General Motors are our largest customers. Sales to DaimlerChrysler and General Motors were 20% and 23%, respectively, of our aggregate net sales for the twelve months ended June 30, 2003.

Automotive Aftermarket

        The automotive aftermarket consists of autoparts retailers and distributors as well as installers of automotive accessories. The largest of our aftermarket customers include Ace Hardware, Advance Auto Parts, Balkamp, Brezan, Canadian Tire, Coast Distribution System, Feuvert, Norauto and U-Haul. We sell our products directly into the automotive aftermarket through a number of channels, including wholesalers, retailers and installers, through our internal sales force and through third party sales representatives.

        Our sales in the automotive aftermarket are seasonal. Historically, the highest sales have been in the second quarter of each year, followed by the first quarter.

Product Design, Development and Testing

        We believe that we are a leader in the design of towing systems, rack systems and accessories and that our products have a reputation for quality, reliability and performance. Our in-house engineering and design staff consists of approximately 135 technical personnel. We hold more than 150 U.S. and foreign patents and have numerous patent applications pending. In addition, we hold various trademarks. No single patent or trademark is material to our operations.

        We spent approximately $8.5 million on engineering, research and development in 2002. When an OEM is in the process of developing a new model, which is usually two to four years in advance of the model's introduction, it typically approaches a supplier with a request to supply the required towing system or rack system. Our product development engineers then work closely with the OEM to develop a product that satisfies the OEM's aesthetic and functional requirements. We believe that this relationship provides us with a competitive advantage in the aftermarket because, in many cases, we already possess the knowledge to create accessories compatible with new model vehicles prior to release.

        We have extensive testing capabilities, which enable us to test and certify our products. We have purchased or developed specialized testing equipment for use specifically in our testing laboratories. We subject our products to tests which we believe are more demanding than conditions that occur during normal use.

        We test our towing products for compliance with EC regulatory requirements in our own laboratory under the control of an independent institute that is authorized by the EC to approve the towing systems for sale. Our quality assurance system is regularly audited by this independent institute

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and by our automotive OEM customers. We have continually been awarded the highest distinction of achievement by the independent institute.

Manufacturing Process

        Our manufacturing operations are directed toward achieving ongoing quality improvements, reducing manufacturing and overhead costs, realizing efficiencies and adding flexibility. We have organized our production process to reduce the number of manufacturing functions and the frequency of material handling, which we believe has resulted in quality improvements and has reduced costs. In addition, we use cellular manufacturing, which improves scheduling flexibility, productivity and quality, while reducing work in process and costs.

        Our manufacturing operations involve metal cutting, bending, cold forming, roll forming, stamping, welding, plastic injection molding, painting, assembly and packaging. We perform most manufacturing operations in-house, but outsource certain processes depending on the capabilities and capacities of individual plants, as well as cost considerations. For example, while some of our towing systems manufacturing facilities have painting capabilities, we have chosen to outsource the painting of our rack systems.

        We have established quality procedures at each of our facilities and strive to manufacture high quality products. We have achieved ISO-9000 or QS-9000 certification for most of our manufacturing and engineering facilities, including all of our OEM manufacturing and engineering facilities, and are in the process of obtaining certification for some of our other facilities. We have received numerous quality and performance awards from our OEM customers, including DaimlerChrysler's Gold Award, Ford's Q-1 Award, General Motors' Supplier of the Year Award, Kia's Preferred Supplier Award and Toyota's Distinguished Supplier Award.

Raw Materials

        Numerous raw materials are used in the manufacture of our products. Steel, which is purchased in sheets, rolls, bars or tubes, and resin accounted for the most significant components of our raw material costs in 2002. We also purchase significant amounts of aluminum and plastics. We have various suppliers globally and are not dependent on any one supplier or small group of suppliers for any of our raw materials. We are committed to supplier development and long-term supplier relationships. However, most of our raw material demands are for commodities and, as such, can be purchased on the open market on an as needed basis. We select among available suppliers by comparing cost, consistent quality and timely delivery, as well as compliance with QS-9000 and ISO-9000 standards.

Competition

        Our industry is highly competitive. Although we are one of the world's largest suppliers of rack and towing systems, a large number of competitors exist, some of which are larger than us and have substantially greater resources than the we do. In the rack systems and accessories market, our competitors include Graber Products, JAC Holding, Thule International, Yakima Products and several smaller competitors. In the towing systems market, we compete with Bosal, Draw-Tite, Reese, The Oris Group, Westfalia, Production Stamping and numerous smaller competitors.

        We compete primarily on the basis of product quality, cost, timely delivery, customer service, engineering and design capabilities and new product innovation in both the OEM market and automotive aftermarket. We believe that, as OEMs continue to strive to reduce new model development cost and time, innovation and design and engineering capabilities will become even more important as a basis for distinguishing competitors. We believe we have leading capabilities in both of these areas.

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        In the automotive aftermarket, we believe that our wide range of products is a competitive advantage. For example, we have developed towing systems to fit almost every light vehicle used for towing in North America and Europe. We believe our competitive advantage in the aftermarket is enhanced by our close relationship with OEMs, allowing us access to automobile design at an earlier time than many of our competitors.

Environmental Regulation

        Our operations, both in the United States and throughout Europe, are subject to foreign, federal, state and local environmental laws and regulations that limit discharges into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of certain materials, substances and wastes and require cleanup of contaminated soil and groundwater. These laws are often complex, change frequently and have tended to become stronger over time.

        In jurisdictions such as the United States, such obligations, including but not limited to those under the Comprehensive Environmental Response, Compensation & Liability Act, may be joint and several and may apply to conditions at properties presently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which waste or other contamination attributable to an entity or its predecessors have been sent or otherwise come to be located. These laws may also impose liability for personal injury, property damage to natural resources due to the presence of, or exposure to, hazardous substances. In addition, many of these laws provide for substantial fines, orders (including orders to cease operations) and criminal sanctions for violations. All of our operations and properties must comply with these laws and, in some cases, we are required to obtain and maintain permits in connection with our operations and activities. Although we believe that we are in material compliance with these permits and the applicable environmental laws, it is difficult to predict the future development of such laws and regulations or their impact on our business or results of operations.

        We have incurred and expect to incur costs for our operations to comply with the requirements under applicable environmental laws, and these costs could increase in the future. While these costs have not been significant, we cannot guarantee they will not be material in the future. We anticipate that standards under environmental laws and regulations will continue to tighten.

        There are no existing environmental claims against us. We are conducting remediation at our facility located in Port Huron, Michigan which arises out of historical facility operations prior to our operation or ownership. We are entitled to indemnification for the costs associated with this remediation by Metaldyne Corporation. While we do not expect to incur independent costs associated with this matter, there can be no assurance that all costs will be covered by indemnification. Soil and groundwater contamination attributable to solvents has been identified in areas near our manufacturing facility in Lodi, California. The city of Lodi has initiated action to identify sources and remedial options, as well as to require responsible parties to pay for related costs and damages. No claim has been made or threatened against us. However, we cannot guarantee that we will not in the future incur liability under environmental laws and regulations with respect to contamination at this or other sites currently or formerly owned or operated by us (including contamination caused by prior owners and operators of such sites), or the off-site disposal of hazardous substances. We are in the process of obtaining insurance coverage for some environmental liabilities for certain of our U.S. and foreign based facilities, subject to certain time and dollar limits and exceptions and exclusions under the policy which may operate to preclude or afford only partial coverage of any future liability. See "Risk Factors—Environmental laws and regulations may impose risks and costs on us."

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Employees

        At June 30, 2003, we had approximately 2,400 employees, of whom approximately 1,300 are hourly employees and approximately 1,100 are salaried personnel. Approximately 170 of our employees in the United States at the Port Huron, Michigan facility are represented by the Teamsters Union. Collective bargaining agreements with the Teamsters Union affecting these employees are in place until April 2004. As is common in many European jurisdictions, substantially all of our approximately 964 employees in Europe are covered by country-wide collective bargaining agreements. We believe that our relations with our employees are good.

Facilities

        Our executive offices are located in 14,550 square feet of leased space in Sterling Heights, Michigan. We have 28 facilities with approximately 2.2 million square feet of space. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear and that it has sufficient capacity to meet our current and projected manufacturing and distribution needs.

        Our facilities are as follows:

Location	Principal Functions	Square Feet	Owned/Leased	Lease Expiration**
North America
Shelby Township, Michigan*	Manufacturing	74,800	Owned	—
Shelby Township, Michigan*	Manufacturing	13,000	Leased	2008
Port Huron, Michigan*	Manufacturing	216,000	Owned	—
Sterling Heights, Michigan*	Administration and engineering	14,550	Leased	2003
Sterling Heights, Michigan*	Manufacturing	58,000	Leased	2006
Madison Heights, Michigan*	Administration and manufacturing	90,000	Leased	2004
Madison Heights, Michigan*	Engineering and manufacturing	18,000	Leased	2004
Williston, Vermont	Warehousing	10,000	Leased	2006
Wyandotte, Michigan	Manufacturing	5,000	Leased	2004
Lodi, California	Administration, engineering and manufacturing	150,000	Owned	—
Lodi, California	Warehousing	77,760	Leased	2005
Grove City, Ohio	Warehousing	70,644	Leased	2006
Dallas, Texas	Warehousing	23,800	Leased	2005
Granby, Quebec	Administration, manufacturing and warehousing	103,924	Leased	2003
Bromptonville, Quebec	Manufacturing	5,000	Leased	Month to Month
Hamer Bay, Ontario*	Manufacturing	15,000	Owned	—
Barrie, Ontario	Manufacturing and warehousing	5,200	Leased	Month to Month
Europe
Sandhausen, Germany*	Administration and engineering	5,000	Leased	Month to Month
Barcelona, Spain	Manufacturing	6,200	Leased	2004
Bakov and Jizerou, Czech Republic*	Manufacturing	34,000	Leased	Month to Month
Staphorst, The Netherlands*	Administration, engineering manufacturing, and warehousing	405,000	Owned	—
Hoogeveen, The Netherlands*	Manufacturing	185,000	Owned	—
Fensmark, Denmark*	Manufacturing and warehousing	95,000	Owned	—
Nuneaton, United Kingdom*	Manufacturing and warehousing	75,000	Owned	—

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Vanersborg, Sweden*	Manufacturing and warehousing	160,000	Leased	2006
Wolsztyn, Poland	Warehousing	5,000	Leased	Month to Month
Reims, France	Manufacturing and warehousing	151,000	Leased	2015
St. Victoria di Gualtieri, Italy	Administration, engineering, manufacturing and warehousing	170,000	Leased	2008

*

At these facilities, we have QS 9000 and/or ISO 9000 certification.

**

Gives effect to all renewal options.

Legal Proceedings

        In February 1996, we commenced an action against Douglas and Andrew Gibbs, two of our former employees, alleging breach of contract under the terms of an October 1992 purchase agreement and employment agreements with our predecessor. The individuals then filed a counterclaim against us alleging breach of contract under these same agreements. On May 7, 1999, a jury in the United States District Court for the Eastern District of Michigan reached a verdict against AAS and awarded the individuals approximately $3.8 million in damages, plus attorneys' fees and pre- and post-judgment interest. During the period from January 1, 2003 through April 14, 2003 and during 2002, we increased our estimated accrual for this matter by $175,000 and $600,000, respectively, which charges are included in interest expense.

        In connection with the acquisition, CHAAS Holdings and its affiliates (including us) are entitled to indemnification from the sellers, without regard to any threshold, cap or time limitation, for any losses incurred in connection with the pending Gibbs litigation. To secure its appeal, prior to closing of the acquisition, AAS issued a letter of credit in the amount of $8.3 million for the benefit of the Gibbs. At the closing of the acquisition, the sellers deposited with the financial institution that issued the letter of credit $9.0 million in cash in a separate escrow account to cash collateralize the letter of credit and to secure the sellers' obligations to pay all losses incurred by AAS and its affiliates in connection with the Gibbs litigation. In June 2003, the Court of Appeals entered a judgment that reduced the judgment against AAS from $3.8 million to $2.8 million and reduced the interest rate used in calculating pre- judgment interest. A final payment to resolve the matter was made on August 29, 2003 to the Gibbs of approximately $5.6 million.

        In addition to the above, from time to time, we are subject to routine legal proceedings incidental to the operation of our business. The outcome of any threatened or pending proceedings is not expected to have a material adverse effect on our financial condition or operating results, based on our current understanding of the relevant facts.

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MANAGEMENT

        The following table sets forth certain information regarding the members of the board of managers or board of directors, as applicable, for each of AAS and AAS Capital Corporation, the issuers of the New Notes, and our parent. In addition, the table sets forth information regarding the executive officers of the issuers and certain of our other senior officers. Each of the individuals has served as a member of the applicable board of managers or board of directors and/or as an officer, as the case may be, since the dates indicated below in their biographical data.

Name	Age	Position
Terence C. Seikel	46	President and Chief Executive Officer of AAS; Member of AAS and our parent's Board of Managers
Richard E. Borghi	57	President and Chief Operating Officer of SportRack; Member of AAS Board of Managers
Gerrit de Graaf	39	General Manager and Chief Executive Officer of Brink; Member of AAS Board of Managers
Bryan A. Fletcher	44	President and Chief Operating Officer of Valley Aftermarket (a division of Valley); Member of AAS Board of Managers
Barry G. Steele	33	Chief Financial Officer of AAS; Director and Chief Executive Officer of AAS Capital Corporation
John K. Castle	62	Member of our parent's Board of Managers
Marcel Fournier	48	Member of our parent's Board of Managers
William M. Pruellage	30	Member of our parent's Board of Managers

        AAS is a direct wholly-owned subsidiary of our parent and AAS Capital Corporation is an indirect wholly-owned subsidiary of AAS.

        Terence C. Seikel has served in the automotive industry for 18 years and has been President and Chief Executive Officer and a member of the board of managers of AAS since April 1999. Mr. Seikel has also been on the board of managers of our parent since May 2003. From January 1996 until April 1999, Mr. Seikel served as Vice President of Finance and Administration and Chief Financial Officer of AAS and SportRack. From 1985 to 1996, Mr. Seikel was employed by Larizza Industries, a publicly held supplier of interior trim to the automotive industry, in various capacities including Chief Financial Officer.

        Richard E. Borghi has served in the automotive industry for 34 years and has been President and Chief Operating Officer of SportRack since April 1999. From 1995 until April 1999, Mr. Borghi served as Executive Vice President of Operations and Chief Operating Officer of SportRack. From 1988 to 1995, Mr. Borghi held various senior management positions with MascoTech Inc., and was the Executive Vice President of Operations of the MascoTech Accessories division at the time of its acquisition by AAS.

        Gerrit de Graaf joined Brink in 1996 as Managing Director and Chief Executive Officer. From 1989 to 1996, he worked with Philips Medical Systems; the last two years as Marketing Manager in the United States. From 1989 to 1992, he worked as a consultant in the forecasting, logistics and human resource management fields. Mr. De Graaf holds a Master Degree in Mechanical Engineering from the University of Delft and a Master Degree in Industrial Engineering from the University of Eindhoven. He also holds an MBA Degree from the University of Antwerp affiliated with the Kellogg Institute of the Northwestern University of Chicago.

        Bryan A. Fletcher has served in the automotive industry for 13 years and has been President and Chief Operating Officer of Valley Aftermarket (a division of Valley) since July 2000. From 1991 until July 2000, Mr. Fletcher served as Vice President of Aftermarket Operations of Valley.

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        Barry G. Steele has been Chief Financial Officer of AAS since April 2002 and has been the Chairman of the Board, Chief Executive Officer, Secretary and Treasurer of AAS Capital Corporation since December 2002. Prior to that Mr. Steele served as Corporate Controller of AAS from June 1999 until March 2002 and as Treasurer from July 2001 until March 2002. From September 1997 until June 1999, Mr. Steele served as Manager of Financial Reporting of AAS. From 1993 to September 1997, Mr. Steele was employed by Price Waterhouse LLP.

        John K. Castle has been on the board of managers of our parent since May 2003. Mr. Castle is Chairman and Chief Executive Officer of Castle Harlan. Immediately prior to forming Castle Harlan in 1986, Mr. Castle was President and Chief Executive Officer of Donaldson, Lufkin, & Jenrette, Inc., one of the nation's leading investment banking firms. At that time, he also served as a director of the Equitable Life Assurance Society of the U.S. Mr. Castle is a board member of Adobe Air Holdings, Inc., American Achievement Corporation, Wilshire Restaurant Group, Inc., Morton's Restaurant Group, Inc. and various private equity companies. Mr. Castle has also been elected to serve three, five-year terms as a trustee of the Massachusetts Institute of Technology. He has served for twenty-two years as a trustee of New York Medical College, including eleven of those years as Chairman of the Board. He is a member of the Board of the Whitehead Institute for Biomedical Research, and was Founding Chairman of the Whitehead Board of Associates. He is also a member of The New York Presbyterian Hospital Board of Trustees, the University Visiting Committee for The Harvard Business School and Chairman of the Columbia-Presbyterian Health Sciences Advisory Council. Mr. Castle received his bachelors degree from the Massachusetts Institute of Technology, his MBA as a Baker Scholar with High Distinction from Harvard, and an Honorary Doctorate of Humane Letters from New York Medical College.

        Marcel Fournier has been on the board of managers of our parent since May 2003. Mr. Fournier is a Managing Director of Castle Harlan. He is also a board member of APEI Holdings Corporation and Gravograph New Hermes Holding LLC. Prior to joining Castle Harlan in December 1995, Mr. Fournier held various positions, including Managing Director, at the investment banking group of Lepercq, de Neuflize & Co., Inc. from 1981 to 1995. From 1979 to 1981, Mr. Fournier was Assistant Director of the United States office of the agency of the French Prime Minister. Mr. Fournier received his M.B.A. from the University of Chicago in 1979, his Masters in Economics from the Université de la Sorbonne and a degree in Civil Engineering from the École Speciale des Travaux Publics.

        William M. Pruellage has been on the board of managers of our parent since May 2003. Mr. Pruellage is a Vice President of Castle Harlan. Mr. Pruellage is also a board member of Universal Compression, Inc., American Achievement Corporation, Verdugt Holdings, LLC. and Wilshire Restaurant Group, Inc. Prior to joining Castle Harlan in July 1997, Mr. Pruellage worked in the Mergers and Acquisitions group of Merrill Lynch & Co., where he assisted clients in strategic planning and corporate mergers.

Summary Compensation Table

        The following table sets forth information regarding the compensation during 2000, 2001 and 2002 of our chief executive officer and each of our four other most highly compensated executive officers serving in that capacity at the end of 2002. AAS Capital Corporation, an issuer of the New Notes, is an

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indirect wholly-owned subsidiary of AAS with nominal assets and which conducts no business or operations. Mr. Steele is the chief executive officer of AAS Capital Corporation and its sole director.

			Annual Compensation			Compensation Awards
				Other Annual Compensation ($)
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)		Long-Term Compensation Awards	Securities Underlying Options (#)	All Other Compensation ($)
Terence C. Seikel President and Chief Executive Officer of AAS and SportRack	2002 2001 2000	265,000 265,000 265,000	175,000 115,000 175,000	— — —	— — —	— — —	4,506 5,100 5,100
Barry G. Steele Chief Financial Officer of AAS and Chief Executive Officer of AAS Capital Corporation	2002 2001 2000	134,105 106,950 95,270	42,000 20,000 20,000	— — —	— — —	— — —	4,013 2,506 3,120
Richard E. Borghi President and Chief Operating Officer of SportRack	2002 2001 2000	306,419 324,964 279,798	125,000 105,000 125,000	— — —	— — —	— — —	4,494 2,100 4,439
Gerrit de Graaf General Manager and Chief Executive Officer of Brink	2002 2001 2000	165,168 151,577 154,000	38,899 41,250 65,000	— — —	— — —	— — —	— — —
Bryan Fletcher President and Chief Operating Officer of Valley Aftermarket	2002 2001 2000	151,316 142,000 132,664	50,000 57,200 40,500	— — —	— — —	— — 50	400 400 400

Compensation of Directors

        The board members of AAS, AAS Capital Corporation and our parent do not receive compensation for their service in that capacity. We intend at some future date to elect non-employee board members and to pay them customary compensation.

Compensation Committee Interlocks and Insider Participation

        Other than (i) Mr. Seikel who is an executive officer and on the board of managers of AAS and is also on our parent's board of managers and (ii) Mr. Steele who is an executive officer of AAS and is the sole director and an executive officer of AAS Capital Corporation, there are no compensation committee interlocks (i.e., no executive officer of either issuer or our parent serves as a member of the board or the compensation committee of another entity which has an executive officer serving on the board of either issuer or our parent or on the compensation committee of and such entity).

Employment Agreements

General

        Messrs. Seikel, Borghi and Fletcher have employment agreements with CHAAS Holdings that extend until April 15, 2004, subject to automatic renewal providing that one year always remains on the term, unless employment is terminated as discussed below. Their agreements provide for an annual base salary of $260,000 for each of Mr. Seikel and Mr. Borghi and $155,000 for Mr. Fletcher, an annual bonus in a range of 50% to 70% of base salary for Mr. Seikel and a range of 30% to 50% of base salary for Messrs. Borghi and Fletcher, in all cases, subject to the achievement of performance goals established by the board of managers of CHAAS Holdings. In addition, each of Messrs. Seikel, Borghi and Fletcher shall be entitled to participate in all benefit plans offered to other senior executive officers. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment

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obligations under these employment agreements to the extent that it does not have sufficient funds to do so.

        Mr. de Graaf has an employment agreement with Brink. His agreement provides for an annual base salary of NGL 170,000 (which is equal to US$165,168) and an annual bonus in a range of 30% to 50% of base salary, subject to the achievement of performance goals. In addition, Mr. de Graaf is entitled to participate in customary benefit plans.

Termination Provisions

        If any of Messrs. Seikel, Borghi or Fletcher is terminated without "cause" or terminates his employment with "employee good reason," in each case, as these terms are defined in the employment agreements, he will receive his base salary until the end of the term (in the case of a without cause termination) or for twelve months (in the case of a with employee good reason termination), a pro rata portion of his annual bonus and reimbursements of continuation health insurance premiums until the earlier of twelve months after termination of employment and the day on which he is included in another employer's insurance program.

        In the event of a termination without cause or with employee good reason before October 15, 2003, the periods set forth above shall be increased by six months.

        If Mr. de Graaf is terminated for a reason other than "cause," as defined in his employment agreement, he is entitled to receive a payment in an amount derived by the following formula: (50% + years of service x 20%) × (annual salary + holiday allowance + bonus), with a maximum of one-year's annual salary + holiday allowance + bonus.

Vesting Unit Repurchase Agreements

        At the closing of the acquisition, five of our employees purchased an aggregate of approximately 3.33% of CHAAS Holdings' outstanding common units. In connection with these purchases, each of the employees entered into a separate vesting unit repurchase agreement with CHAAS Holdings that governs the rights, vesting and repurchase of these units. Each vesting unit repurchase agreement provides that all common units are initially unvested and have no rights attached to them, including, without limitation, any rights to distributions, allocations of income or losses, voting or otherwise, except to the extent such unvested units become vested units in accordance with the vesting unit repurchase agreement. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment obligations under the vesting unit repurchase agreements to the extent that it does not have sufficient funds to do so.

        One-third of the common units vest on each of the first, second and third anniversaries of the first day of the month immediately following the employee's purchase of the units, subject to the Castle Harlan Group achieving an assumed annualized internal rate of return of 30% on its total equity investment in CHAAS Holdings and its subsidiaries. The Castle Harlan Group's internal rate of return is determined as of the end of the twelve month period ended on the last day of the fiscal quarter immediately preceding each such anniversary by calculating the proceeds the Castle Harlan Group would receive in a hypothetical sale of CHAAS Holdings, assuming CHAAS Holdings was valued at an amount equal to 5.65 times the consolidated EBITDA of CHAAS Holdings and its subsidiaries, adjusted for certain non-recurring items, as of the end of such twelve month period and after making appropriate adjustments for cash and indebtedness of CHAAS Holdings and its subsidiaries and other specified items described in the vesting unit repurchase agreement.

        The agreement also provides that if there is a change in control (as defined in the vesting unit repurchase agreement) prior to April 15, 2006, the total number of common units that have not yet vested would be accelerated, subject to the Castle Harlan Group achieving a 30% annualized internal

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rate of return on its total equity investment in CHAAS Holdings and its subsidiaries based on the proceeds the Castle Harlan Group actually receives in the change in control. Any common units that have not vested on or before April 15, 2006, whether on an annual basis or upon a change in control, will never become vested under the unit vesting repurchase agreement.

        Upon a termination of an employee's employment, CHAAS Holdings has the right, but not the obligation, to repurchase within 60 days of the date of termination (i) the unvested common units at the cost initially paid by the employee for such units, without interest, and (ii) the vested units at fair market value, determined in the same manner that vesting is determined as described above. If termination of an employee's employment is for "cause" (as defined in the vesting unit repurchase agreements) or without "employee good reason" (as defined in the vesting unit repurchase agreements), then all common units are deemed to be unvested. CHAAS Holdings is obligated to repurchase any unvested units upon consummation of a change in control at the cost initially paid by the employee for such units, without interest.

Rollover Securities Purchase Agreement

        In connection with the acquisition, class A units and options to purchase class A units consisting of approximately 1.5% of the equity interests of AAS previously held by three of our employees were cancelled and CHAAS Holdings issued common and preferred units and new options to acquire common and preferred equity interests in CHAAS Holdings, all of which were fully vested upon issuance. CHAAS Holdings has entered into a rollover securities repurchase agreement with each of these employees governing the repurchase of the new common and preferred units and options to purchase such units. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment obligations under the rollover securities purchase agreements to the extent that it does not have sufficient funds to do so.

        Upon a termination of an employee's employment for "cause" (as defined in the rollover securities repurchase agreements), CHAAS Holdings has the right, but not the obligation, to repurchase (i) the common units at the lesser of (x) the cost paid by the employee for such common units and (y) the fair market value (determined in the same manner fair market value is determined under the vesting unit repurchase agreements described above), less, in the case of options being repurchased, the exercise price for such common units and (ii) the preferred units at the liquidation value of such preferred units, assuming CHAAS Holdings was liquidated on the relevant determination date, less, in the case of options, the exercise price for such preferred units.

        Upon a termination of an employee's employment for any reason other than "cause," CHAAS Holdings has the right, but not the obligation, to repurchase (i) the common units at the fair market value (determined in the same manner fair market value is determined under the vesting unit repurchase agreements described above), less, in the case of options being repurchased, the exercise price for such common units and (ii) the preferred units at the liquidation value of such preferred units, assuming CHAAS Holdings was liquidated on the relevant determination date, less, in the case of options, the exercise price for such preferred units.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        As of September 1, 2003, CHAAS Holdings' outstanding capitalization consisted of approximately 51,699 common units and approximately 945,535 preferred units. AAS is a direct wholly-owned subsidiary of our parent and AAS Capital Corporation is an indirect wholly-owned subsidiary of both our parent and AAS. As of September 1, 2003, our parent's outstanding capitalization consisted of 100 units all of which were owned by CHAAS Holdings.

        The following table sets forth information with respect to the beneficial ownership of CHAAS Holdings' units as of September 1, 2003 by:

•

each person who is known by us to beneficially own 5% or more of CHAAS Holdings' outstanding units;



•

each of our parent's managers; and



•

each of our executive officers named in the Summary Compensation Table and all of our parent's managers and our executive officers as a group.

To our knowledge, each of the holders of units listed below has sole voting and investment power as to the units owned unless otherwise noted.

Name and Address of Beneficial Owner (1)	Number of Common Units		Percentage of Total Common Units (%)	Number of Preferred Units		Percentage of Total Preferred Units (%)
Advanced Accessory Acquisitions, LLC (2)	49,750.00		96.23	945,250.00		99.97
John K. Castle (3)	51,698.00		100.00	945,250.00		99.97
Marcel Fournier	—		—	—		—
William M. Pruellage	—		—	—		—
Terence C. Seikel	805.65		1.56	—		—
Richard E. Borghi	483.39		*	—		—
Gerrit de Graaf	322.26		*	—		—
Bryan A. Fletcher	161.13		*	—		—
Barry Steele	161.13		*	—		—
All managers and executive officers as a group (8 persons, including those listed above)	51,698.58	(4)	99.97	945,535.44	(4)	99.97

*

Denotes beneficial ownership of less than 1% of the class of units. Beneficial ownership is determined in accordance with the rules of the Commission. No units subject to options or warrants are deemed outstanding for purposes of computing the percentage ownership of the person holding such options or warrants since they do not vest (other than upon a change in control) within 60 days from September 1, 2003. See "—Vesting Unit Repurchase Agreements."

(1)

Addresses are provided only for persons beneficially owning more than 5% of the class of units. The address for each such holder of units is c/o Castle Harlan, Inc., 150 East 58th Street, New York, New York 10155.

(2)

CHP IV is the direct parent of AAA, and as such may be deemed to be a beneficial owner of the units owned by AAA.

(3)

John K. Castle, a member of our parent's board of managers, is the controlling stockholder of Castle Harlan Partners IV, G.P., Inc., the general partner of the general partner of CHP IV, the direct parent of AAA, and as such may be deemed to be a beneficial owner of the units owned by AAA and its affiliates. In addition, this amount includes 1,933 common units for which Mr. Castle may direct the voting pursuant to voting trust agreements under which Mr. Castle acts as voting trustee for the individuals named below Mr. Castle's name on the table. Furthermore, Mr. Castle may direct the voting pursuant to a voting trust agreement under which Mr. Castle acts as voting trustee for approximately 15 common units held by a non-executive officer that are not reflected on this table. Mr. Castle disclaims beneficial ownership of all units referred to in this paragraph in excess of his proportionate partnership share of CHP IV.

(4)

Includes approximately 15 common units and approximately 285 preferred units held by a non-executive officer.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement

        At the closing of the acquisition, we entered into a management agreement with Castle Harlan, pursuant to which Castle Harlan agreed to provide business and organizational strategy, financial and investment management, advisory, merchant and investment banking services to us upon the terms and conditions set forth in the management agreement. As compensation for those services, we agreed to pay Castle Harlan an annual fee equal to a percentage of their equity investment by the Castle Harlan Group and on terms as set forth in the management agreement. The current amount of the annual fee being charged by Castle Harlan is approximately $3 million. The agreement is for an initial term expiring December 31, 2008, renewable automatically from year to year thereafter unless one of the parties gives notice of its desire to terminate within 90 days before the expiration of the initial term or any subsequent one-year renewal thereof. We have agreed to indemnify Castle Harlan against liabilities, costs, charges and expenses relating to its performance of its duties, other than such of the foregoing resulting from Castle Harlan's gross negligence or willful misconduct. Payment of the management fee to Castle Harlan is subject to the terms of our senior credit facilities.

Certain Equity Arrangements

        Certain members of our executive management team either own, or have options to acquire, equity in CHAAS Holdings, the direct parent of our parent. See "Management—Vesting Unit Repurchase Agreements and Rollover Securities Purchase Agreement."

Bridge Financing

        In connection with the acquisition, on April 15, 2003, Valley and SportRack issued a convertible senior subordinated bridge note in favor of AAA. On May 23, 2003, we fully repaid all principal and accrued interest on the bridge note with a portion of the proceeds from the issuance of the Original Notes. The subordinated promissory notes were guaranteed on a subordinated basis by CHAAS Holdings and all of its domestic subsidiaries other than the issuers and our parent. The initial principal amount of the bridge note was $55.0 million. The interest rate on the bridge note was 12%, which was capitalized and added to the outstanding principal.

Pre-Acquisition Relationships

        The relationships discussed below are included solely to comply with the disclosure requirements of the Commission applicable to this exchange offer.

        Prior to the consummation of the acquisition, F. Alan Smith and Barry Banducci, both former members of AAS' board of managers, entered into consulting agreements with AAS dated as of September 28, 2001. The consulting agreements each provided for an annual consulting fee of $50,000. Following the termination date and for so long as the consultant continued to serve on the board of managers of AAS, the consultant was entitled to receive an annual board fee of no less than 10% of the aggregate purchase price for all units of AAS previously acquired by him, which during the 2002 calendar year totaled $30,000 for Mr. Smith and $25,000 for Mr. Banducci. The consulting agreements prohibited Messrs. Smith and Banducci from disclosing non-public information about AAS. In conjunction with the acquisition, these consulting agreements were terminated. Messrs. Smith and Banducci are no longer affiliated with our company.

        Prior to the acquisition, Donald J. Hoffman, one of AAS' former managers and a senior advisor of the sellers in connection with the acquisition, had affiliations with some of AAS' former equity holders. In addition, certain affiliated entities served as agent banks and lenders under our then existing U.S.

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and Canadian credit facilities and received certain related fees in connection therewith. Mr. Hoffman is no longer affiliated with our company.

        Prior to the acquisition, affiliates of J.P. Morgan Partners (23A SBIC), LLC, our majority equity holder prior to the acquisition, participated on a regular basis in various investment and commercial banking transactions for AAS and our affiliates. Neither J.P. Morgan Partners (23A SBIC), LLC nor any such affiliates currently own any of our equity.

Other

        In connection with the acquisition of the MascoTech Accessories division of MascoTech, Inc. by AAS in September 1995, AAS loaned Mr. Borghi, the President and Chief Operating Officer of SportRack and a manager of AAS, $100,000 to enable him to make his initial equity investments in AAS. The loan bore interest at the rate of 6.2% per annum and was due on demand. The loan, together with interest accrued thereon, was repaid in full upon consummation of the acquisition.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

        The following is a summary of the material provisions of the instruments evidencing our material indebtedness. For further information, including the definitions of certain terms therein that are not otherwise defined in this prospectus, please refer to all of the provisions of the agreements. See "Available Information."

Senior Secured Credit Facilities

        In connection with the acquisition, on April 15, 2003, Valley, SportRack and Brink (collectively, the "borrowers"), entered into a $145.0 million senior secured credit facility with various financial institutions as lenders. The credit facility consisted of a revolving credit facility, a term loan A facility and a term loan B facility, each with a separate component denominated in U.S. dollars and in euros. On May 23, 2003, we used a portion of the proceeds from the issuance of the Original Notes to (i) repay the U.S. term loan A, (ii) repay the U.S. term loan B and (iii) repay a portion of the European term loan B, together with interest accrued thereon. All applicable dollar amounts in this paragraph are based on a euro to dollar conversion rate of 1.08 U.S. dollars to 1.0 euro. See "Use of Proceeds."

        On May 23, 2003, we amended and restated our existing credit facility (as amended and restated, our "amended credit facility" or the "credit facilities"). The following summarizes our amended credit facility to reflect the terms that are now in place.

        The Facilities.    Our amended credit facility consists of (i) a revolving credit facility comprised of (a) a $35.0 million U.S. dollar revolving credit facility and (b) a €15.0 million European revolving credit facility and (ii) a €10.0 European term loan facility. Our U.S. revolving credit facility contains a $5.0 million letter of credit subfacility and our European revolving credit facility contains a €2.0 million letter of credit subfacility.

        Availability.    Availability under our U.S. revolving credit facility is limited to the lesser of (i) $35.0 million and (ii) the borrowing base amount, in each case, less the sum of (a) the U.S. revolving loans then outstanding (including letters of credit) and (b) reserves required by the agent. The borrowing base amount of our U.S. revolving credit facility is defined as the amount equal to (A) 85.0% of the net amount of eligible accounts receivable of the U.S. borrowers and their U.S. subsidiaries plus (b) 60.0% of the value of the eligible inventory owned by and in the possession of the U.S. borrowers or any of their U.S. subsidiaries and located in the United States of America.

        Availability under our European revolving credit facility is limited to the lesser of (i) €15.0 million and (ii) the borrowing base amount, in each case, less the sum of (a) the European revolving loans then outstanding (including letters of credit) and (b) reserves required by the agent. The borrowing base amount of our European revolving credit facility is defined as the amount equal to (A) 85.0% of the net amount of eligible accounts receivable of the European borrower and its subsidiaries organized under the laws of England, The Netherlands, Sweden and Italy plus (b) 60% of the value of the eligible inventory owned by, and in the possession of the European borrower or any of its subsidiaries organized under the laws of England and The Netherlands and located in either England or The Netherlands.

        Maturity.    Our revolving credit facility and European term loan facility matures on May 23, 2008. Notwithstanding the foregoing, the European revolving credit facility and the European term loan facility is due and payable upon the expiration or termination of the U.S. revolving credit facility, if earlier.

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        Amortization.    The European term loan is repayable in quarterly installments beginning with the second quarter after May 23, 2003 as follows:

Quarter	Amount
2-4	€250,000
5-8	250,000
9-12	500,000
13-16	750,000
17-19	750,000
20	1,000,000

        Guaranties and Security.    The European revolving credit facility and European term loan facility are secured by a first priority security interest in substantially all of the assets of, and guaranteed by, CHAAS Holdings and our parent and its domestic and foreign subsidiaries, and the U.S. revolving credit facility is secured by a first priority security interest in (a) substantially all of the assets of, and guaranteed by, CHAAS Holdings and our parent and its domestic subsidiaries and (b) 65% of the stock of our first-tier foreign subsidiaries.

        Interest.    Borrowings under our amended credit facility may be made as index rate loans or LIBOR rate loans at our election. The "index rate" means a floating rate of interest per annum equal to the higher of (i) the rate publicly quoted from time to time by The Wall Street Journal as the "base rate on corporate loans posted by at least 75% of the nation's 30 largest banks" or (ii) the Federal Funds rate plus 50 basis points per annum. The interest rates payable under our amended credit facility are based upon the index rate or LIBOR rate, depending on the type of loan we choose, plus an applicable margin. The applicable margins for both U.S. and European borrowings are as follows:

Borrowing Type	Applicable Margin
Index Rate Revolving Credit Facility Loan	2.25	%
LIBOR Rate Revolving Credit Facility Loan	3.75	%
Index Rate Term Loan	2.25	%
LIBOR Rate Term Loan	3.75	%

        Interest is calculated on the basis of a 360-day year and will be payable monthly for index rate loans and at the end of each interest period for LIBOR loans (but not less frequently than quarterly).

        Fees.    Our amended credit facility contains certain customary fees, including letter of credit fees and an unused facility fee for our revolving credit facility based upon non-use of available funds.

        Covenants.    Our amended credit facility contains various covenants, customary for similar credit facilities, that limit the activities of the borrowers, CHAAS Holdings, our parent and their respective subsidiaries, which we referred to as the "credit parties," and individually as a "credit party." These covenants include but are not limited to covenants pertaining to the following:

Limitation on Incurrence of Indebtedness.

        The credit parties shall not and shall not cause or permit their respective subsidiaries directly or indirectly to create, incur, assume, or otherwise become or remain directly or indirectly liable with respect to any indebtedness (other than pursuant to certain specified contingent obligations) except:

(a)

the obligations under the amended credit facility;



(b)

intercompany indebtedness arising from loans made by:



(i)

wholly-owned subsidiaries of CHAAS Holdings to CHAAS Holdings to: (w) pay federal, state, local or other income taxes then due and owing, franchise taxes and other similar licensing expenses and administrative expenses incurred in the ordinary course of business; (x) pay the contingent payment debt when due pursuant to the terms of acquisition agreement; (y) pay

76

directly, or may make payments and distributions to CHAAS Holdings that are used concurrently by CHAAS Holdings to pay, reasonable out-of-pocket expenses and quarterly management fees payable pursuant to a management services agreement; (z) repurchase stock owned by employees of a credit party whose employment with such credit party has been terminated, provided that the aggregate amount of such distributions shall not exceed $2.0 million in any fiscal year or $5.0 million during the term of the amended credit facility;

(ii)

Valley or SportRack to their wholly-owned U.S. subsidiaries (or any wholly-owned subsidiary of either Valley or SportRack to any wholly-owned U.S. subsidiary of such subsidiary) to fund working capital and general corporate needs of such subsidiaries in the ordinary course of business;



(iii)

Valley or SportRack to their wholly-owned non-U.S. subsidiaries to fund working capital and general corporate needs of such subsidiaries in the ordinary course of business in an aggregate amount not to exceed $10.0 million (or $15.0 million so long as certain borrowing availability requirements are met and no default or event of default is occurring) at any time outstanding reduced by the aggregate amount invested in any such subsidiary by Valley or SportRack in the form of capital contributions;



(iv)

Valley or SportRack to Brink and to wholly-owned subsidiaries of Brink to fund working capital and general corporate needs of such company in the ordinary course of business in an aggregate amount not to exceed the $4.0 million at any time outstanding reduced by the aggregate amount invested in any such subsidiary by Valley or SportRack in the form of capital contributions;



(v)

Brink to its wholly-owned subsidiaries to fund working capital and general corporate needs of such subsidiaries in the ordinary course of business in an aggregate amount not to exceed $7.5 million (or $10.0 million so long as certain borrowing availability requirements are met and no default or event of default is occurring) at any time outstanding reduced by the aggregate amount invested in any such subsidiary by Brink in the form of capital contributions;



(vi)

Brink to Valley or SportRack or wholly-owned U.S. subsidiaries of Valley and SportRack to fund working capital and general corporate needs of such companies in the ordinary course of business in an aggregate amount not to exceed $5.0 million at any time outstanding reduced by the aggregate amount invested in any such subsidiary by Brink in the form of capital contributions;



(vii)

Any borrower to a non-wholly-owned subsidiary or to credit parties in unfavorable jurisdictions in an aggregate amount for all of such borrowers not to exceed $3.5 million at any time outstanding reduced by the aggregate amount invested in any such subsidiary by all borrowers in the form of capital contributions



(viii)

CHAAS Holdings to its subsidiaries, from funds that it receives from its stockholders concurrently with the making of such intercompany loan, (so long as such intercompany loans are subordinated, unsecured, and no payments are permitted on such intercompany loans until all of the obligations have been paid in full).



(c)

intercompany indebtedness arising from loans made by a credit party to an unrestricted subsidiary to fund working capital and general corporate needs of such unrestricted subsidiary in an aggregate amount not to exceed $1.0 million at any time outstanding reduced by the aggregate amount invested in any such subsidiary by such credit party in the form of capital contributions;



(d)

indebtedness related to the issuance of the Original Notes;



(e)

the subordinated promissory notes related to the acquisition;



(f)

unsecured indebtedness of CHAAS Holdings incurred pursuant to the acquisition agreement;

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(g)

indebtedness incurred in the ordinary course of business not to exceed $10.0 million in the aggregate at any time outstanding secured by purchase money liens or incurred with respect to capital leases;



(h)

scheduled indebtedness outstanding on the date thereof and any refinancings, refundings, renewals or extensions thereof by the applicable credit party;



(i)

indebtedness incurred to repurchase equity issued by CHAAS Holdings or its direct parent to employees, consultants, agents, officers and directors of a credit party;



(j)

unsecured indebtedness which is subordinated to the amended credit agreement obligations incurred in connection with the consummation of any permitted acquisition and which is owing to a seller of the stock or assets sold pursuant to such permitted acquisition;



(k)

indebtedness relating to "earnouts" incurred by any credit party in connection with permitted acquisitions;



(l)

unsecured indebtedness of CHAAS Holdings owing to its stockholders which is subordinated to the amended credit agreement obligations; and



(m)

any other unsecured indebtedness owing to any non-credit party not to exceed $10.0 in the aggregate at any time outstanding; provided that the aggregate amount of such indebtedness at any time owing by Brink or any of its subsidiaries shall not exceed $6.0 million.

Liens and Related Matters.

(a) No Liens.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly create, incur, assume or permit to exist any lien on or with respect to any property or asset of such credit party or any such subsidiary, whether now owned or hereafter acquired, or any income or profits therefrom, except for permitted encumbrances specifically allowed in the amended credit agreement.

(b) No Negative Pledges.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly enter into or assume any agreement prohibiting the creation or assumption of any lien upon its properties or assets, except (i) relating to this offering, (ii) relating to purchase money liens or capital leases permitted under the amended credit agreement, or (iii) negative pledges contained in asset sales agreements or escrow agreements permitted under the amended credit agreement so long as such negative pledges only apply to the assets being sold under such asset sales agreements.

(c) No Restrictions on Subsidiary Distributions to Borrowers.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such subsidiary to: (i) pay dividends or make any other distribution on any such subsidiary's stock owned by any borrower or any other subsidiary (other than encumbrances or restrictions requiring that any payment of dividends or distributions be made on a pro rata basis to the holders of such stock); (ii) pay any indebtedness owed to any borrower or any other subsidiary; (iii) make loans or advances to any borrower or any other subsidiary; or (iv) except for restrictions on the transfers of specific assets subject to capital leases or other leases or purchase money obligations, transfer any of its property or assets to any borrower or any other subsidiary, except as provided in the amended credit agreement or certain other specified debt instruments.

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Investments.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly make or own any investment except:

(a)

investments in cash equivalents;



(b)

permitted intercompany loans or capital contributions;



(c)

loans and advances to employees for moving, entertaining, travel and other similar expenses not to exceed $1.0 million in the aggregate at any time outstanding;



(d)

investments consisting of the extension of trade credit by a borrower or one of its subsidiaries made in the ordinary course of business consistent with past practices;



(e)

investments made in exchange for accounts receivable of a borrower or one of its subsidiaries arising in the ordinary course of business which are, in the good faith judgment of such borrower or such subsidiary, substantially uncollectible;



(f)

investments received from another by a credit party in connection with (i) any bankruptcy, reorganization, composition, readjustment of debt or workout of any supplier or customer of any such credit party in settlement of delinquent obligations of, and other disputes with, such suppliers or customers and (ii) the satisfaction or enforcement of indebtedness or claims due or owing to a credit party or as security for any such indebtedness or claim, in each case arising in the ordinary course of business;



(g)

investments existing on as of May 23, 2003 and all extensions or renewals of such existing investments by the applicable credit party on substantially similar terms;



(h)

certain permitted contingent obligations;



(i)

investments consisting or promissory notes and other noncash consideration received as proceeds of certain asset dispositions;



(j)

investments consisting of acceptance and endorsements of check or other negotiable instruments for deposit or collection in the ordinary course of business;



(k)

investments to consummate a permitted acquisition; and



(l)

other investments in the ordinary course of business not to exceed $4.0 million at any time outstanding.

Contingent Obligations.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly create or become or be liable with respect to any contingent obligation except:

(a)

letter of credit obligations;



(b)

those resulting from endorsement of negotiable instruments for collection in the ordinary course of business;



(c)

those existing on May 23, 2003 and any refinancings, refundings, renewals or extensions thereof by the applicable credit party;



(d)

those arising under indemnity agreements to title insurers;



(e)

those arising with respect to customary indemnification obligations incurred in connection with permitted asset dispositions;



(f)

those incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations not exceeding at any time outstanding $4.0 million in aggregate liability;



(g)

those incurred with respect to certain permitted indebtedness;

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(h)

those existing under the acquisition agreement, as in effect on April 15, 2003;



(i)

reimbursement obligations with respect to irrevocable letter of credit No. 05151630, dated January 6, 2000 and amended on June 11, 2002, issued by Bank One, Michigan on behalf AAS in favor of Andy Gibbs and Doug Gibbs in the stated amount of $8,325,000;



(j)

those arising with respect to customary indemnification provided to officers and directors of any credit party in their capacity as officers and directors of such credit party;



(k)

those arising with respect to customary indemnification provided to investment banks, accountants, consultants and other professionals in connection with potential permitted acquisitions or debt or equity placements;



(l)

those incurred in the ordinary course of business and not for speculative purposes to fix or hedge foreign currency risk; and



(m)

other contingent obligations so long as any such other contingent obligations, in the aggregate at any time outstanding, do not exceed $5.0 million.

Restricted Payment.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly declare, order, pay, make or set apart any sum for:

(a)

the declaration or payment of any dividend by such credit party in respect to its stock or in 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, or any other earnout, or public 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, any shares of such credit party's stock or of a claim for reimbursement, indemnification or contribution arising our 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; and



(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.

        Notwithstanding the above restricted payments, the credit parties may, among other things, make:

(a)

payments and distributions to CHAAS Holdings to pay federal, state, local or other income taxes or certain management fees;



(b)

certain restricted payments to stockholders if the credit parties receive at least their pro rata share of the payments based on the amount of their stock ownership;

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(c)

certain payments required under the issuance of the Original Notes and other specified debt instruments;



(d)

payments and distributions to CHAAS Holdings to repurchase stock owned by employees of a credit party whose employment with such credit party has been terminated, provided, among other things, that the aggregate amount of such distributions shall not exceed $2.0 million in any fiscal year or $5.0 million during the term of the amended credit facility; and



(e)

certain payments required by the acquisition agreement and the documents related thereto.

Restriction on Fundamental Changes.

        The credit facilities shall not and shall not cause or permit their subsidiaries to directly or indirectly:

(a)

amend, modify or waive any term or provision of its organizational documents,



(b)

enter into any transaction of merger, amalgamation or consolidated except for certain intercompany mergers, amalgamations, or consolidations,



(c)

liquidate, wind-up or dissolve itself, except if such subsidiary is dormant or such dissolution, wind-up or liquidation will not have a material adverse effect; or



(d)

acquire by purchase or otherwise all or any substantial part of the business or assets of any other person on entity.

        Notwithstanding the foregoing, any credit party, may acquire all or substantially all of the assets or stock of any person or entity if all amounts payable in connection with all such acquisitions shall not exceed $20.0 million during the term of the amended credit facility and certain other requirements are satisfied.

Disposal of Assets or Subsidiary Stock.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any person or entity an option to acquire, any of its property, business or assets, whether now owned or hereafter acquired, except for:

(a)

conveyances, sales, leases, subleases, transfers or dispositions of any property, business or assets during any fiscal year which in the aggregate do not have a fair market or book value in excess of $2.0 million;



(b)

sales of inventory, dispositions of obsolete or slow moving inventory and dispositions of obsolete or worn out machinery and equipment, in each case made in the ordinary course of business;



(c)

transfers of assets resulting from any casualty or condemnation of such assets;



(d)

an agreement to effect the disposition of all or a portion of the assets of a borrower or such subsidiary, the closing of which is conditioned upon the payment in full in cash of all of the obligations under the amended credit agreement;



(e)

the sale or discount of overdue accounts receivable arising in the ordinary course of business;



(f)

the sale or other disposition, in each case for not less than the fair market value, of any permitted investments in cash equivalents;



(g)

the leasing or subleasing of real estate in the ordinary course of business to third parties, including without limitation, entering into renewals or extensions of existing leases, entering into replacement leases, entering into subleases and other similar transactions;



(h)

certain permitted asset dispositions; and



(i)

the issuance or sale of stock of a non wholly-owned subsidiary of a borrower in connection with the formation or acquisition of such subsidiary.

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Transactions with Affiliates.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any management, consulting, investment banking, advisory or other similar services) with any affiliate or with any director, officer or employee of and credit party, except:

(a)

as specifically listed in a schedule to the amended credit agreement;



(b)

transactions in the ordinary course of and pursuant to the reasonable requirements of the business of any such credit party or any of its subsidiaries and upon fair and reasonable terms;



(c)

payment of reasonable compensation (including reasonable bonuses) to officers and employees for services actually rendered to any such credit party or any of its subsidiaries;



(d)

payment of director's fees not to exceed $250,000 in the aggregate for any fiscal year of borrowers; and



(e)

certain other transaction with affiliates expressly permitted in the amended credit agreement.

Conduct of Business.

        No credit party shall directly or indirectly engage in any business other than businesses of the type described in the schedules to the amended credit agreement with respect to each such credit party, or that are reasonably related thereto.

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 subordinated debt or seller contingent payment debt or the debt offered hereunder, or any earnout to, among other things:

(a)

increase the interest rate or other amounts payable with respect to such item:



(b)

change the dates upon which payments of principal, interest or other amounts are due on such item or change the principal amount of such item:



(c)

add or make more restrictive any event of default or covenant with respect to such item;



(d)

change the redemption or prepayment provisions of such 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 item in a manner adverse to any credit party; or



(g)

increase the portion of interest payable in cash with respect to any item for which interest is payable by the issuance of payment-in-kind notes or is permitted to accrue.

Subsidiaries.

        The credit parties shall not and shall not cause or permit their subsidiaries to directly or indirectly establish, crease or acquire any new subsidiary, except to acquire subsidiaries to consummate a permitted acquisition or with permission from the agent for the lenders.

Prepayments of Other Indebtedness.

        The credit parties shall not, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of certain indebtedness listed in the amended credit agreement.

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Financial Covenants.

        The amended credit agreement requires our parent to achieve and maintain certain financial covenants, ratios and tests on a consolidated basis including:

(a)

a minimum fixed charge coverage ratio for a 12-month period of not less than 1.15 to 1.0 and



(b)

a maximum senior secured indebtedness to EBITDA ratio for a 12-month period of not less than 1.25 to 1.0.

The amended credit facility also requires our parent to achieve and maintain certain financial covenants, ratios and tests on a consolidated basis including a minimum fixed charge coverage ratio, a minimum interest coverage ratio and a maximum senior secured indebtedness to EBITDA ratio.

        Events of Default.    Our amended credit facility contains customary events of default, including, without limitation:

•

non-payment of principal, interest or fees;



•

violation of certain covenants;



•

change of control;



•

certain bankruptcy related events;



•

inaccuracy of representations and warranties in any material respect; and



•

cross defaults with certain other indebtedness and agreements, including, without limitation, the indenture governing the notes.

Subordinated Promissory Notes

        Upon the closing of the acquisition, subordinated promissory notes in an aggregate principal amount of $10.0 million were issued to the sellers by Valley and SportRack. Interest on the subordinated promissory notes accrues at a rate of 12% per annum until maturity. Accrued interest is not payable in cash but is capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of the New Notes, subject to certain exceptions. Under the securities purchase agreement, CHAAS Holdings has agreed to add as guarantors of the subordinated promissory notes any guarantors of the New Notes. Accordingly, the subordinated promissory notes are currently guaranteed on a subordinated basis by CHAAS Holdings and all of its domestic subsidiaries.

        In the event the Castle Harlan Group receives proceeds from certain sales of equity interests in or assets of CHAAS Holdings, or from certain sales of our assets or equity interests that do not otherwise constitute a change in control, Valley and SportRack have agreed to prepay to the sellers a percentage of the then outstanding principal amount of the subordinated promissory notes, plus accrued and unpaid interest thereon, equal to the percentage of the value of the equity interests sold by the Castle Harlan Group in each such transaction. Subject to the subordination provisions of the subordinated promissory notes, Valley and SportRack may prepay the principal of and interest on the subordinated promissory notes at any time, in whole or in part, without penalty or premium. CHAAS Holdings has agreed not to permit a change in control unless proper provisions have been made to repay the subordinated promissory notes in accordance with the terms of our senior indebtedness.

        The subordinated promissory notes and the related guarantees are subordinate in right of payment to the prior payment in full of the indebtedness which we refer to as "senior debt." Senior debt shall not include any indebtedness which, by its terms, is pari passu with, or subordinated in right of payment to, the subordinated promissory notes.

        Until the senior debt is paid in full, no payment of principal or interest may be made on the subordinated promissory notes except (i) principal and accrued and unpaid interest on or after the final maturity date of the subordinated promissory notes; (ii) payment of interest in kind; (iii) to a limited

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extent, by way of set-off against obligations of the holders of the subordinated notes to CHAAS Holdings and its affiliates under the securities purchase agreement and (iv) under other limited circumstances concerning the application of Dutch securities laws relating to certain holders of the notes who are Dutch residents, as more fully described in the subordinated promissory notes; provided, however, that no payments in connection with clauses (i) and (iv) shall be made if (x) an event of default under any senior debt has occurred and is continuing at the time of such payment or would result from such payment or (y) the agent(s) for the holders of any senior debt has delivered to the holders of the subordinated promissory notes notice that an event of default has occurred and is continuing and (A) 180 days has not elapsed from the final maturity date of the subordinated promissory notes and (B) the event of default described in the notice has not been remedied or waived. The subordinated promissory notes contain customary "standstill" provisions prohibiting the holders of the subordinated promissory notes from taking any action to enforce their rights under the subordinated promissory notes, other than to enforce their rights to payments of principal and accrued and unpaid interest as described in clause (iv) above.

        Upon the occurrence of an event of default under the subordinated promissory notes, the holders of the subordinated promissory notes may declare the entire unpaid principal amount on the subordinated promissory notes, together with all accrued and unpaid interest thereon, to be due and payable, but may only enforce their rights following a "standstill," as described in the immediately preceding paragraph. An event of default under the subordinated promissory notes includes, among other things, failure to pay principal or interest when due, failure to comply with covenants in the subordinated promissory notes following notice and an opportunity to cure, the acceleration of certain of our material indebtedness prior to its stated maturity and certain events of bankruptcy, liquidation or insolvency.

        An event of default also will occur if CHAAS Holdings fails, after notice and an opportunity to cure, to comply with its covenants in the securities purchase agreement (i) to prohibit any obligor or guarantor under the subordinated promissory notes from incurring, assuming, guaranteeing or suffering to exist any indebtedness that is both subordinated and junior in right of payment to the most junior of our senior debt at the time of the acquisition and senior in right of payment to the subordinated promissory notes, (ii) to prohibit redemptions or repurchases of the equity interests of CHAAS Holdings, other than repurchases of interests held by CHAAS Holdings or any of its subsidiaries' employees, unless CHAAS Holdings causes a percentage of the amounts outstanding under the subordinated promissory notes to be repaid that is equal to the percentage of the issued and outstanding equity interests of CHAAS Holdings that were so redeemed or repurchased, (iii) to prohibit transactions between CHAAS Holdings or any of its subsidiaries, on the one hand, and any of their affiliates, on the other hand, on a non-arms' length basis, subject to certain exceptions described in the securities purchase agreement and (iv) to prohibit the payment of any management, advisory or other similar fee to any member of the Castle Harlan Group at any time when principal or interest on the subordinated promissory notes has not been paid timely.

Capital Leases

        During 2002, we borrowed €5.70 million under a €6.85 million 12 year capital lease for a new manufacturing plant in France. The remaining €872,000 available under the lease was borrowed by us in the first quarter of 2003. Repayments under the lease are due in 48 equal quarterly installments of €143,000 plus interest and commenced on March 31, 2003. Interest accrues at a fixed rate of 5.21% on half of the outstanding loan balance and accrues on the remaining outstanding loan balance at an adjustable rate, which is determined each quarter by reference to the three month EURIBOR rate plus a margin of 0.85%.

        We also have entered into various other capital lease arrangements for certain machinery and equipment. These leases generally require monthly payments of principal and interest and have terms from three to five years. At June 30, 2003, the present value of the remaining payments outstanding under these other capital leases totaled $7.8 million.

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DESCRIPTION OF THE NEW NOTES

        Advanced Accessory Systems, LLC (the "Company") and AAS Capital Corporation, as joint and several obligors (each an "Issuer" and together, the "Issuers"), issued the Original Notes on May 23, 2003 and will issue the New Notes under an indenture (the "Indenture"), dated as of May 23, 2003, among themselves, CHAAS Acquisitions, LLC ("Holdings"), the initial Subsidiary Guarantors and BNY Midwest Trust Company, as Trustee (the "Trustee"). AAS Capital Corporation is a wholly-owned subsidiary of the Company with nominal assets which conducts no operations. The terms of the New Notes are identical in all material respects to the terms of the Original Notes, except for the transfer restrictions and registration rights relating to the Original Notes.

        The following description is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture nor does it restate the Indenture in its entirety. We urge you to read the Indenture because it defines your rights. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). A copy of the Indenture may be obtained from the Company or the Initial Purchasers. You can find definitions of certain capitalized terms used in this Description of the New Notes under the subheading "—Certain Definitions." References to the "Notes" in this section of the prospectus refers to both the "Original Notes" and the "New Notes."

        The New Notes will be senior unsecured obligations of the Issuers, ranking pari passu in right of payment with all other senior unsecured obligations of the Issuers. The New Notes will be effectively subordinated to all existing and future secured debt of the Issuers and the Guarantors to the extent of the assets securing such debt. All of the Obligations under the Credit Agreement are secured by substantially all of the assets of CHAAS Holdings and its Subsidiaries. At June 30, 2003, the aggregate amount of secured debt outstanding would have been approximately $16.7 million.

        The Issuers will issue the New Notes in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof. The Trustee will initially act as Paying Agent and Registrar for the New Notes. The New Notes may be presented for registration or transfer and exchange at the offices of the Registrar, which initially will be the Trustee's corporate trust office in New York City. No service charge will be made for any registration of transfer or exchange or redemption of New Notes, but the Issuers may require payment in certain circumstances of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuers may change any Paying Agent and Registrar without notice to holders of the Notes (the "Holders"). The Issuers will pay principal of (and premium, if any, on) the New Notes at the Trustee's principal corporate trust office in New York, New York. At the Issuers' option, interest may be paid at the Trustee's principal corporate trust office or by check mailed to the registered address of Holders. Any Original Notes that remain outstanding after the completion of the Exchange Offer, together with the New Notes issued in connection with this exchange offer, will be treated as a single class of securities under the Indenture.

Principal, Maturity and Interest

        The Notes will mature on June 15, 2011. $150.0 million in aggregate principal amount of the Notes were issued on the Issue Date. Additional Notes may be issued from time to time, subject to the limitations set forth under the subheading "—Material Covenants—Limitation on Incurrence of Additional Indebtedness." Interest on the Notes accrues at the rate of 10 ³/4% per annum and is payable semiannually in cash on each June 15 and December 15 commencing on December 15, 2003, to the persons who are registered Holders at the close of business on the June 1 and December 1, respectively, immediately preceding the applicable interest payment date. Interest on the Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

        The Notes are not entitled to the benefit of any mandatory sinking fund.

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Redemption

        Optional Redemption.    Except as described below, the Notes are not redeemable before June 15, 2007. Thereafter, the Issuers may on any one or more occasions redeem the Notes at their option, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on June 15 of the year set forth below:

Year	Percentage
2007	105.375	%
2008	102.688	%
2009 and thereafter	100.000	%

        In addition, the Issuers must pay accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date.

        Optional Redemption Upon Public Equity Offerings.    At any time, or from time to time, on or prior to June 15, 2006, the Issuers may, at their option, use the net cash proceeds of one or more Public Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under the Indenture at a redemption price of 110.750% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1)

at least 65% of the principal amount of Notes issued under the Indenture remains outstanding immediately after each such redemption; and



(2)

the Issuers make each such redemption not more than 90 days after the consummation of the related Public Equity Offering.

        "Public Equity Offering" means an underwritten public offering of Qualified Capital Stock of Holdings or any other holding company of Holdings or the Issuers pursuant to a registration statement filed with the Commission in accordance with the Securities Act; provided Holdings or any other such entity contributes to the capital of the Issuers the portion of the net cash proceeds of such Public Equity Offering necessary to pay the aggregate redemption price (plus accrued and unpaid interest to the redemption date) of the Notes to be redeemed pursuant to the preceding paragraph.

Selection and Notice of Redemption

        In the event that the Issuers choose to redeem at any time less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either

(1)

in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or,



(2)

if such notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

        No Notes of a principal amount of $1,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds of a Public Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the

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Issuers have deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Guarantees

        The Notes are unconditionally guaranteed by all Domestic Restricted Subsidiaries of Holdings (other than the Issuers) existing on the Issue Date and thereafter all acquired or created Material Domestic Restricted Subsidiaries. The Guarantors jointly and severally guarantee the Issuers' Obligations under the Indenture and the Notes on a senior unsecured basis (the "Guarantees"). Each Guarantee ranks senior in right of payment to all subordinated debt of the respective Guarantor. The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

        The Guarantee of a Subsidiary Guarantor will be automatically and unconditionally released without any action on the part of the Trustee or the Holders of the Notes (1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including, without limitation, by way of merger or consolidation), if Holdings and the Issuers apply the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of the Indenture; or (2) in connection with any sale of all of the Capital Stock of that Subsidiary Guarantor, if Holdings and the Issuers apply the Net Cash Proceeds of that sale in accordance with the applicable provisions of the Indenture; (3) if Holdings designates that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; or (4) upon the payment in full of the Notes.

        In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees.

        Separate financial statements of the Guarantors are not included herein because such Guarantors are jointly and severally liable with respect to the Issuers' obligations pursuant to the Notes.

Holdings Guarantee

        The obligations of the Issuers under the Notes are unconditionally guaranteed (the "Holdings Guarantee") on a senior unsecured basis by Holdings. The Holdings Guarantee is senior in right of payment to all subordinated debt of Holdings to the same extent that the Notes are senior to subordinated debt of the Issuers. Since Holdings is currently a holding company with no significant operations, the Holdings Guarantee may provide little, if any, additional credit support for the Notes, and investors should not rely on the Holdings Guarantee in evaluating an investment in the Notes.

Change of Control

        The Indenture provides that upon the occurrence of a Change of Control, each Holder will have the right to require that the Issuers purchase all or a portion of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase.

        Within 30 days following the date upon which a Change of Control occurs, the Issuers must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Issuers, a Depositary, if appointed by the Issuers, or the Paying Agent at the address specified in the

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notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

        The Issuers will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        If a Change of Control Offer is made, there can be no assurance that the Issuers will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Issuers are required to purchase outstanding Notes pursuant to a Change of Control Offer, the Issuers expect that they would seek third party financing to the extent they do not have available funds to meet their purchase obligations. However, there can be no assurance that the Issuers would be able to obtain such financing.

        The Credit Agreement as in effect on the Issue Date restricts the purchase of Notes by the Issuers prior to their maturity and, upon a Change of Control, all amounts outstanding under the Credit Agreement may, at the option of the lenders thereunder, become due and payable. There can be no assurance that in the event of a Change in Control the Issuers will be able to obtain the necessary consents from the lenders under the Credit Agreement to consummate a Change in Control Offer. The failure of the Issuers to make or consummate the Change in Control Offer or pay the applicable Change of Control purchase price when due would result in an Event of Default and would give the Trustee and the Holders of the Notes the rights described under "Events of Default".

        Neither the Board of Directors of Holdings or either Issuer nor the Trustee may waive the covenant relating to a Holder's right to redemption upon a Change of Control. Restrictions in the Indenture described herein on the ability of Holdings and its Restricted Subsidiaries to incur additional Indebtedness, to grant Liens on their property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of Holdings or the Company, whether favored or opposed by the management of Holdings or the Company. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the Notes, and there can be no assurance that the Issuers or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of Holdings, the Company or any of their Subsidiaries by their management. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

        The definition of "Change of Control" in the Indenture is limited in scope. The provisions of the Indenture may not afford Holders the right to require the Issuers to repurchase such Notes in the event of a highly leveraged transaction or certain transactions with Holdings' or the Issuers' management or its Affiliates, including a reorganization, restructuring, merger or similar transaction involving Holdings or the Issuers (including, in certain circumstances, an acquisition of Holdings or the Issuers by management or their Affiliates) that may adversely affect Holders, if such transaction is not a transaction defined as a Change of Control. See "Certain Definitions" below for the definition of "Change of Control."

        One of the events that constitutes a Change of Control under the Indenture is the disposition of "all or substantially all" of Holdings' assets under certain circumstances. This term has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event Holders elect to require the Issuers to purchase the

88

Notes and the Issuers elect to contest such election, there can be no assurance as to how a court interpreting New York law would interpret the phrase in many circumstances.

        The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Change of Control" provisions of the Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Change of Control" provisions of the Indenture by virtue thereof.

Material Covenants

        The Indenture contains, among others, the following covenants:

        Limitation on Incurrence of Additional Indebtedness.    (a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that Holdings, either Issuer or any Restricted Subsidiary of Holdings that is or, upon such incurrence, becomes a Subsidiary Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of Holdings that is not or will not, upon such incurrence, become a Subsidiary Guarantor may incur Acquired Indebtedness, in each case, if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of Holdings is greater than 2.00 to 1.0 if such Indebtedness is incurred on or prior to May 23, 2005 or 2.25 to 1.0 if such Indebtedness is incurred thereafter.

        For purposes of determining compliance with this covenant, (i) Acquired Indebtedness shall be deemed to have been incurred by Holdings or one of its Restricted Subsidiaries, as the case may be, at the time an acquired Person becomes such a Restricted Subsidiary (or is merged into Holdings or such a Restricted Subsidiary) or at the time of the acquisition of assets, as the case may be, and (ii) the maximum amount of Indebtedness that Holdings and its Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

(b)

Holdings will not, and will not permit either Issuer or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated in right of payment to any other Indebtedness of Holdings or such Issuer or Subsidiary Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Holdings or such Issuer or Subsidiary Guarantor, as the case may be.

        Limitation on Restricted Payments.    Holdings will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly,

(1)

declare or pay any dividend or make any distribution on or in respect of shares of Capital Stock of Holdings or any Restricted Subsidiary to holders of such Capital Stock, other than (a) dividends or distributions payable in Qualified Capital Stock of Holdings and (b) in the case of a Restricted Subsidiary, dividends or distributions payable (i) in Qualified Capital Stock of such Restricted Subsidiary and (ii) to Holdings and to any other Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of such Restricted Subsidiary;

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(2)

purchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings or any Restricted Subsidiary, other than such Capital Stock held by Holdings or any Restricted Subsidiary;



(3)

make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness or make any cash interest payment with respect to the subordinated promissory notes issued pursuant to the Securities Purchase Agreement; or



(4)

make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment"), if at the time of such Restricted Payment or immediately after giving effect thereto,

(i)

a Default or an Event of Default shall have occurred and be continuing;



(ii)

Holdings is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant; or



(iii)

the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in good faith by the Board of Directors of Holdings) shall exceed the sum (the "Restricted Payments Basket") of



(u)

50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of Holdings earned from the Issue Date and ending the date of such proposed Restricted Payment (the "Reference Date") (treating such period as a single accounting period); plus

(v)

100% of the aggregate net cash proceeds and 100% of the fair market value of property other than cash received by Holdings from any Person (other than a Restricted Subsidiary of Holdings) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of Holdings (but excluding (1) any debt security that is convertible into, or exchangeable for, Qualified Capital Stock and (2) any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under the subheading "Redemption—Optional Redemption Upon Public Equity Offerings"); plus

(w)

without duplication of any amounts included in clause (iii)(v) above, 100% of the aggregate net cash proceeds of any equity contribution received by Holdings from a holder of Holdings' Capital Stock subsequent to the Issue Date and on or prior to the Reference Date (excluding any net cash proceeds from a Public Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under the subheading "Redemption—Optional Redemption Upon Public Equity Offerings"); plus

(x)

100% of the aggregate net cash proceeds received by Holdings or any of its Restricted Subsidiaries from any Person (other than a Restricted Subsidiary of Holdings) from the issuance and sale (subsequent to the Issue Date) of Indebtedness (including Disqualified Capital Stock) that has been converted into or exchanged for Qualified Capital Stock of Holdings, together with the aggregate cash received by Holdings at the time of such conversion or exchange and the amount of any accrued interest then outstanding on any such Indebtedness that is not paid in cash; plus

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(y)

without duplication, the sum of



(1)

the aggregate amount paid in cash or Cash Equivalents to Holdings or any Restricted Subsidiary of Holdings on or with respect to Investments (other than Permitted Investments) made subsequent to the Issue Date whether through interest payments, principal payments, dividends or other distributions or payments;



(2)

the net cash proceeds received by Holdings or any of its Restricted Subsidiaries from the disposition of all or any portion of such Investments (other than to a Restricted Subsidiary of Holdings); and



(3)

upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of such Subsidiary;

provided, however, that the sum of clauses (1), (2) and (3) above shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date; plus

(z)

$7.5 million.

        Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit

(1)

the payment of any dividend or other distribution or redemption within 60 days after the date of declaration of such dividend or call for redemption if such payment would have been permitted on the date of declaration or call for redemption;



(2)

the repurchase, redemption or other acquisition or retirement of any shares of Capital Stock of Holdings or any Restricted Subsidiary of Holdings, either (i) solely in exchange for shares of Qualified Capital Stock of Holdings or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of Holdings) of shares of Qualified Capital Stock of Holdings;



(3)

the payment of principal, the repurchase, retirement, redemption or other repayment of any Subordinated Indebtedness either (i) solely in exchange for shares of Qualified Capital Stock of Holdings, or (ii) through the application of net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of Holdings) of (a) shares of Qualified Capital Stock of Holdings or (b) if no Default or Event of Default shall have occurred and be continuing, Refinancing Indebtedness;



(4)

if no Default or Event of Default shall have occurred and be continuing, a Restricted Payment to pay for the repurchase of Capital Stock of Holdings or any of its direct or indirect parent corporations or limited liability companies from directors, officers or employees or former directors, officers or employees of Holdings or any of its Subsidiaries or their authorized representatives, estates or beneficiaries upon the death, disability or termination of employment of such employees, or termination of their seat on the Board of Directors of Holdings, or pursuant to the terms of any agreement under which such Capital Stock was issued in an aggregate amount not to exceed in any fiscal year $2.0 million plus up to $1.0 million of the unused amount permitted under this clause (4) for the immediately preceding fiscal year;



(5)

the repurchase, redemption or other repayment of any Subordinated Indebtedness in the event of a change of control in accordance with provisions similar to the "Change of Control" covenant described herein; provided that, prior to such repurchase, redemption or other repayment, the Issuers have made the Change of Control Offer as provided in such covenant with respect to the Notes and prior to or concurrently with such redemption or other repayment have repurchased all Notes validly tendered for payment in connection with such Change of Control Offer;

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(6)

the payment or distribution, to dissenting holders of Capital Stock pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of the Indenture applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of Holdings or any of its Restricted Subsidiaries;



(7)

Permitted Tax Distributions; and



(8)

the declaration or payment of dividends on the Common Stock of Holdings following any Public Equity Offering of such Common Stock of up to 6% per annum of the net cash proceeds received by Holdings in all Public Equity Offerings.

        In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the second preceding paragraph, amounts expended pursuant to clauses (1), (4), (5), (6) and (8) of the immediately preceding paragraph shall be included in such calculation. No issuance and sale of Qualified Capital Stock pursuant to clause (2) or (3) of the immediately preceding paragraph shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein.

        For the purposes of determining compliance with this "Limitation on Restricted Payments" covenant, the amount, if other than in cash, of any property referred to in clause (iii)(v) above or of any Restricted Payment shall be determined in good faith by the Board of Directors of Holdings, whose determination shall be conclusive and evidenced by a Board Resolution.

        Limitation on Asset Sales.    (A) Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless

(1)

Holdings or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of;



(2)

at least 75% of the consideration received by Holdings or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents and is received at the time of such disposition; provided that (a) the amount of any Indebtedness or other liabilities of Holdings or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and (b) the fair market value of any marketable securities, currencies, notes or other obligations received by Holdings or any such Restricted Subsidiary in exchange for any such assets that are promptly converted into cash or Cash Equivalents within 180 days after the consummation of such Asset Sale (to the extent of the cash received) shall be deemed to be cash for purposes of this provision; and



(3)

upon the consummation of an Asset Sale, Holdings shall, subject to paragraph (B) below, apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either



(a)

to repay or prepay any Indebtedness under the Credit Agreement and, in the case of any such Indebtedness under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility;



(b)

to make an Investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used, or Capital Stock of a Person engaged, in a Permitted Business ("Replacement Assets"); and/or



(c)

a combination of prepayment and investment permitted by the foregoing clauses (3)(a) and (3)(b).

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(B)

On the 366th day after an Asset Sale (a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) above (each a "Net Proceeds Offer Amount") shall be applied by Holdings or such Restricted Subsidiary to allow the Issuers to make an offer to purchase (the "Net Proceeds Offer") to all Holders and, to the extent required by the terms of any Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase.

(C)

If at any time any non-cash consideration received by Holdings or any Restricted Subsidiary of Holdings, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant.

(D)

The Issuers may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this covenant).

(E)

In the event of the transfer of substantially all (but not all) of the property and assets of Holdings and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under "—Merger, Consolidation and Sale of Assets", which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of Holdings and its Restricted Subsidiaries not so transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of Holdings or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this covenant.

(F)

With respect to any Permitted Sale and Leaseback Transaction, (1) the reference to "365 days" in clause (A)(3) above shall mean "545 days" and (2) the reference to the "366th day" in paragraph (B) above shall mean the "546th day."

(G)

To the extent that the aggregate value of Notes tendered pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer Amount, Holdings may use the remaining amounts for general corporate purposes. Upon completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will be reset to zero.

(H)

Notwithstanding paragraphs (A) and (B) of this covenant, Holdings and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that

(1)

the consideration for such Asset Sale constitutes Replacement Assets; and

(2)

such Asset Sale is for fair market value; provided that any cash or Cash Equivalents received by Holdings or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of paragraphs (A) and (B) of this covenant.

(I)

Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall

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comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

(J)

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, Holdings shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of the Indenture by virtue thereof.

        Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.    Holdings will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of Holdings to

(1)

pay dividends or make any other distributions on or in respect of its Capital Stock owned by Holdings or any Restricted Subsidiary of Holdings;



(2)

make loans or advances to Holdings or any Restricted Subsidiary of Holdings that owns Capital Stock of such Restricted Subsidiary of Holdings or pay any Indebtedness or other obligation owed to Holdings or any other Restricted Subsidiary of Holdings that owns Capital Stock of such Restricted Subsidiary of Holdings; or



(3)

transfer any of its property or assets to Holdings or any other Restricted Subsidiary of Holdings that owns Capital Stock of such Restricted Subsidiary of Holdings,

        except for such encumbrances or restrictions existing under or by reason of

(a)

applicable law;



(b)

the Indenture, the Notes and the Guarantees;



(c)

the Credit Agreement and the loan and security documents relating thereto;



(d)

in the case of clause (3) above, (A) agreements or instruments that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) provisions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any of its Restricted Subsidiaries in any manner material to Holdings or any of its Restricted Subsidiaries;



(e)

any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;



(f)

agreements or instruments existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date;

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(g)

an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, any Restricted Subsidiary of Holdings or provisions with respect to the disposition or distribution of assets or property in joint venture agreements or other similar agreements or arrangements entered into in the ordinary course of business;



(h)

provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;



(i)

provisions in agreements or instruments relating to Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant that impose restrictions of the nature described in clause (3) above on the property acquired;



(j)

restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business;



(k)

restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in documentation governing Indebtedness of such Subsidiary permitted under the Indenture;



(l)

restrictions in other Indebtedness incurred in compliance with the covenant described under "—Limitation on Incurrence of Additional Indebtedness;" provided that such restrictions, taken as a whole, are, in the good faith judgment of Holdings' Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (b), (c) and (f) above;



(m)

restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien; or



(n)

an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (e), (f), (i), (k) or (l) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Issuers in any material respect as determined by the Board of Directors of Holdings in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (b), (e), (f), (i), (k) or (l).

Nothing contained in this "Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries" covenant shall prevent Holdings or any of its Restricted Subsidiaries from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the "Limitation on Liens" covenant.

        Limitation on Preferred Stock of Restricted Subsidiaries.    Holdings will not permit any of its Restricted Subsidiaries that are not Issuers or Subsidiary Guarantors to issue any Preferred Stock (other than to Holdings or to a Wholly Owned Restricted Subsidiary of Holdings) or permit any Person (other than Holdings or a Wholly Owned Restricted Subsidiary of Holdings) to own any Preferred Stock of any Restricted Subsidiary of Holdings that is not an Issuer or a Subsidiary Guarantor.

        Limitation on Liens.    Holdings will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens (other than Permitted Liens) of any kind against or upon any property or assets of Holdings or any of its Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or assign or otherwise convey any right to receive income or profits therefrom unless

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(1)

in the case of Liens securing Subordinated Indebtedness, the Notes are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and



(2)

in all other cases, the Notes are equally and ratably secured by a Lien on such property, assets, proceeds, income or profit.

        In the event that all Liens, the existence of any of which gives rise to a Lien securing the Notes pursuant to the provisions of this covenant, cease to exist, the Lien securing the Notes required by this covenant shall automatically be released and the Trustee shall execute appropriate documentation.

        Merger, Consolidation and Sale of Assets.    None of Holdings or either Issuer will, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of Holdings to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the assets of Holdings or the Company (determined on a consolidated basis for Holdings or the Company, as the case may be) whether as an entirety or substantially as an entirety to any Person unless

(1)

either



(a)

Holdings or the Company, as the case may be, shall be the surviving or continuing Person; or



(b)

the Person (if other than Holdings or the Company) formed by such consolidation or into which Holdings or the Company, as the case may be, is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of Holdings or the Company, as the case may be, and its Restricted Subsidiaries substantially as an entirety (the "Surviving Entity")



(x)

shall be a corporation or a partnership or a limited liability company, in each case, organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and



(y)

shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee in all respects), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes or the Obligations under the Holdings Guarantee, as the case may be, and the performance of every covenant of the Notes, the Indenture, the Holdings Guarantee (in the case of Holdings) and the Registration Rights Agreement on the part of Holdings or the Company, as the case may be, to be performed or observed; provided that at any time the Company or its successor is a partnership or a limited liability company, there shall be a co-issuer of the Notes that is a corporation;



(2)

except in the case of a consolidation or merger of Holdings or the Company, as the case may be, with or into a Wholly Owned Restricted Subsidiary of Holdings, or a sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of Holdings or the Company, as the case may be, to a Wholly Owned Restricted Subsidiary of Holdings, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness (including Acquired Indebtedness) incurred or anticipated to be incurred in connection with or in respect of such transaction), Holdings or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the "—Limitation on Incurrence of Additional Indebtedness" covenant;



(3)

immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness (including Acquired Indebtedness) incurred and any Lien granted in connection with or in

96

respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

(4)

Holdings or the Company or the Surviving Entity shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        For purposes of the foregoing, (i) the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of Holdings or the Company, as the case may be, the Capital Stock of which constitutes all or substantially all of the properties and assets of Holdings or the Company, as the case may be, shall be deemed to be the transfer of all or substantially all of the properties and assets of Holdings or the Company, as the case may be, and (ii) Holdings or the Company, as the case may be, if surviving, will be automatically discharged from all of its Obligations under the Indenture and the Notes or the Holdings Guarantee, as applicable, so long as the requirements set forth above are satisfied.

        The Indenture will provide that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of Holdings or the Company, as the case may be, in accordance with the foregoing, in which Holdings or the Company, as the case may be, is not the continuing corporation, the Surviving Entity formed by such consolidation or into which Holdings or the Company, as the case may be, is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Holdings or the Company, as the case may be, under the Indenture and the Notes or the Holdings Guarantee, as applicable, with the same effect as if such Surviving Entity had been named as such.

        Each Subsidiary Guarantor (other than any Subsidiary Guarantor whose Guarantee is to be released in accordance with the terms of the Guarantee and the Indenture in connection with any transaction complying with the provisions of "—Limitation on Asset Sales") will not, and Holdings will not cause or permit any Subsidiary Guarantor to, consolidate with or merge with or into any Person other than Holdings, the Company or any other Subsidiary Guarantor unless

(1)

the entity formed by or surviving any such consolidation or merger (if other than Holdings, the Company or the Subsidiary Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;



(2)

such entity assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor under its Guarantee, the Indenture and the Registration Rights Agreement;



(3)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and



(4)

immediately after giving effect to such transaction and the use of any net proceeds therefrom on a pro forma basis, Holdings could satisfy the provisions of clause (2) of the first paragraph of this covenant.

        Any merger or consolidation, or sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the property or assets, (a) of the Company or a Subsidiary Guarantor with and into Holdings or the Company (with Holdings or the Company, as the case may be, being the surviving entity) or another Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary of Holdings or (b) of Holdings with an Affiliate incorporated solely for the purpose of reincorporating

97

Holdings in another jurisdiction in the United States or any state thereof or the District of Columbia, need only comply with clause (4) of the first paragraph of this covenant.

        Limitations on Transactions with Affiliates.    Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), other than (x) Affiliate Transactions permitted under the third paragraph of this covenant and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Holdings or such Restricted Subsidiary.

        All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $2.5 million shall be approved by the Board of Directors of Holdings or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If Holdings or any Restricted Subsidiary of Holdings enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million, Holdings or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Holdings or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, issued by an Independent Financial Advisor and file the same with the Trustee.

        The restrictions set forth in the first paragraph of this covenant shall not apply to

(1)

reasonable fees and compensation paid to and indemnity and reimbursement provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary of Holdings as determined in good faith by Holdings' Board of Directors or senior management;



(2)

transactions exclusively between or among Holdings and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries;



(3)

any agreement (other than the Management Agreement) as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not materially more disadvantageous to the Holders, taken as a whole, in any material respect than the original agreement as in effect on the Issue Date;



(4)

the payment to Castle Harlan, Inc. of management fees pursuant to and in accordance with the Management Agreement not to exceed the amount per year specified in the Management Agreement; provided that, in the event the full amount thereof is not paid in any year, the deficiency may cumulate; and provided that no Default or Event of Default shall have occurred and be continuing at the time of payment, may be paid together with the then current management fee for such subsequent year;



(5)

Restricted Payments permitted by the Indenture;



(6)

any employment, stock option, stock repurchase, employee benefit, compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;



(7)

loans or advances to employees or directors in the ordinary course of business of Holdings or any of its Restricted Subsidiaries to the extent permitted under the Indenture;

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(8)

any payments or other transactions pursuant to any tax-sharing agreement between Holdings and any other Person with which it files a consolidated tax return or with which Holdings is part of a consolidated group for tax purposes;



(9)

any Affiliate Transaction which constitutes a Permitted Investment;



(10)

any transaction on arm's length terms with non-Affiliates that become Affiliates as a result of such transaction;



(11)

the issuance of Qualified Capital Stock of Holdings or any of its Restricted Subsidiaries; and



(12)

transactions with customers, suppliers or purchasers or sellers of goods or services which are fair to Holdings and its Restricted Subsidiaries as determined by the Board of Directors of Holdings.

        Additional Subsidiary Guarantees.    If Holdings or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Material Domestic Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor, or if Holdings or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Material Domestic Restricted Subsidiary, then such transferee or acquired or other Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Notes and the Indenture on the terms set forth in the Indenture. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the Indenture.

        Conduct of Business.    Holdings and its Restricted Subsidiaries will not engage in any businesses which is not a Permitted Business.

        Reports to Holders.    The Indenture provides that, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding and prior to Holdings being subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings will deliver to the Trustee, within the time periods specified in the Commission's rule and regulations,

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Holdings were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of Holdings and its consolidated Subsidiaries and, with respect to the annual financial statements only, a report thereon by Holdings' certified independent accountants; and



(2)

all current reports that would be required to be filed with the Commission on Form 8-K if Holdings were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations.

        In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, Holdings will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing). In addition, Holdings has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Payments for Consent.    Neither Holdings nor any of its Subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all

99

Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Events of Default

        The following events are defined in the Indenture as "Events of Default":

(1)

the failure to pay interest on any Note when the same becomes due and payable and the default continues for a period of 30 days;



(2)

the failure to pay the principal of any Note, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);



(3)

a default by either of the Issuers or any Guarantor in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 45 days after the Company or such Guarantor receives written notice specifying the default (and demanding that such default be remedied and stating that such notice is a "Notice of Default") from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the "Merger, Consolidation and Sale of Assets" covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);



(4)

the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of Holdings or any Restricted Subsidiary of Holdings (other than a Foreign Restricted Subsidiary that is not a Significant Subsidiary), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time and such failure shall not have been cured or waived within 30 days thereof;



(5)

one or more judgments (not covered by insurance as to which the carrier has assumed the defense or acknowledged coverage) in an aggregate amount in excess of $10.0 million shall have been rendered against Holdings or any of its Restricted Subsidiaries (other than a Foreign Restricted Subsidiary that is not a Significant Subsidiary) and such judgments shall remain undischarged, unpaid or unstayed for a period of 60 consecutive days after such judgment or judgments become final and non-appealable;



(6)

certain events of bankruptcy affecting Holdings, the Company or any Significant Subsidiary of Holdings; or



(7)

the Holdings Guarantee or any Guarantee of a Significant Subsidiary of Holdings ceases to be in full force and effect or is declared to be null and void and unenforceable or is found to be invalid or Holdings or any Subsidiary Guarantor that is a Significant Subsidiary of Holdings denies its liability in writing under its Guarantee (in each case, other than in accordance with the terms of the Indenture).

        If an Event of Default (other than an Event of Default specified in clause (6) above with respect to Holdings or the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration", and the same shall become immediately due and payable. If an Event of Default specified in clause (6) above with respect to Holdings or the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be

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immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

        The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences

(1)

if the rescission would not conflict with any judgment or decree; and



(2)

if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under the Indenture, and its consequences, except (other than as provided in the immediately preceding paragraph) a default in the payment of the principal of or interest on any Notes.

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

        Under the Indenture, the Issuers are required to provide an officers' certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that the Issuers shall provide such certification at least annually whether or not any officer knows of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

No Personal Liability of Directors, Managers, Officers, Employees, Members and Stockholders

        No past, present or future director, manager, officer, employee, incorporator (or Person forming any limited liability company), agent, member or stockholder or Affiliate of the Issuers, as such, shall have any liability for any obligations of the Issuers under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. No past, present or future director, manager, officer, employee, incorporator (or Person forming any limited liability company), agent, member or stockholder or Affiliate of any of the Guarantors, as such, shall have any liability for any obligations of the Guarantors under the Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes and Guarantees by accepting a Note and a Guarantee waives and releases all such liabilities. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities law and it is the view of the Commission that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        The Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for

(1)

the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

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(2)

the Issuers' obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;



(3)

the rights, powers, trust, duties and immunities of the Trustee and the Issuers' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the Indenture.

        In addition, the Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors released with respect to certain covenants that are described in the Indenture (including all of the covenants described in this "Description of the Notes" section) ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, events (excluding only certain non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute Events of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance,

(1)

the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Issuers, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;



(2)

in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that



(a)

the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or



(b)

since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)

in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default arising in connection with the borrowing of funds to fund such deposit and the grant of any Lien securing such borrowing);



(5)

such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture (other than a Default or Event of Default arising in connection with the borrowing of funds to fund such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound;

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(6)

the Issuers shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others;



(7)

the Issuers shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and



(8)

the Issuers shall have delivered to the Trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Issuers between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of either of the Issuers, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.

        Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when

(1)

either



(a)

all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or



(b)

all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;



(2)

the Issuers have paid all other sums payable under the Indenture by the Issuers; and



(3)

the Issuers have delivered to the Trustee an officers' certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

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Modification of the Indenture

        From time to time, the Issuers, the Guarantors and the Trustee, without the consent of the Holders, may amend, waive or otherwise modify provisions of the Indenture, the Notes and the Guarantees for certain specified purposes, including (a) providing for the issuance of additional Notes in accordance with the terms of the Indenture and curing ambiguities, defects or inconsistencies so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect, (b) providing for uncertificated Notes in addition to or in place of certificated Notes, (c) providing for the assumption of the Issuers' or any Guarantor's obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of such entity's assets; or (d) complying with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the TIA. Other amendments, waivers and other modifications of provisions of the Indenture may be made with the consent of the Issuers and the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no such amendment, waiver or other modification may

(1)

reduce the principal amount of Notes at maturity whose Holders must consent to an amendment;



(2)

reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;



(3)

reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;



(4)

make any Notes payable in money other than that stated in the Notes;



(5)

make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Holder's Note or Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;



(6)

after the Issuers' obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;



(7)

modify or change any provision of the Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or



(8)

release Holdings or any Subsidiary Guarantor that is a Significant Subsidiary of Holdings from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

Governing Law

        The Indenture provides that it, the Notes and the Guarantees are governed by, and should be construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

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The Trustee

        The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

        The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of either of the Issuers, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee is permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

        "Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of Holdings or at the time it merges or consolidates with or into Holdings or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of Holdings or such acquisition, merger or consolidation.

        "Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. A Person shall not be deemed an "Affiliate" of Holdings or any of its Restricted Subsidiaries solely as a result of such Person being a joint venture partner of Holdings or any of its Subsidiaries.

        "Asset Acquisition" means (1) an Investment by Holdings or any Restricted Subsidiary of Holdings in any other Person pursuant to which such Person shall become a Restricted Subsidiary of Holdings or any Restricted Subsidiary of Holdings, or shall be merged with or into Holdings or any Restricted Subsidiary of Holdings, or (2) the acquisition by Holdings or any Restricted Subsidiary of Holdings of the assets of any Person (other than a Restricted Subsidiary of Holdings) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

        "Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by Holdings or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than Holdings or a Wholly Owned Restricted Subsidiary of Holdings of (1) any Capital Stock of any Restricted Subsidiary of Holdings; or (2) any other property or assets of Holdings or any Restricted Subsidiary of Holdings other than in the ordinary course of business; provided, however, that asset sales or other dispositions shall not include (a) a transaction or series of related transactions for which Holdings or its Restricted Subsidiaries receive aggregate consideration of less than $2,500,000; (b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets (determined on a consolidated basis) of Holdings or the Company, as the case may be, as permitted

105

under the "Merger, Consolidation and Sale of Assets" covenant; (c) any Restricted Payment permitted by the "Limitation on Restricted Payments" covenants or that constitutes a Permitted Investment; (d) sales or other dispositions of inventory, receivables or other current assets in the ordinary course of business; (e) a Permitted Lien; (f) a sale or other disposition or abandonment of damaged, worn-out or obsolete property; (g) the good faith surrender or waiver of contract rights or the settlement, release or surrender of claims of any kind; and (h) the sale or other disposal of property or assets pursuant to the exercise of remedies pursuant to the Credit Agreement or other security documents relating to any Indebtedness permitted under the Indenture.

        "Board of Directors" means, as to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof.

        "Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        "Borrowing Base" means, as of any date, an amount equal to the sum of

(1)

85% of the aggregate book value of all accounts receivable of Holdings and its Domestic Restricted Subsidiaries; plus



(2)

60% of the aggregate book value of all inventory owned by Holdings and its Domestic Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP.

        To the extent that information is not available as to the amount of accounts receivable or inventory as of a specific date, Holdings shall use the most recent available information for purposes of calculating the Borrowing Base.

        "Capital Stock" means

(1)

with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and



(2)

with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.

        "Capitalized Lease Obligation" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalents" means

(1)

marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government, the United Kingdom or The Netherlands or issued by any agency thereof and backed by the full faith and credit of the United States, the United Kingdom or The Netherlands, as applicable, in each case maturing within one year from the date of acquisition thereof;



(2)

marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state, the United Kingdom or The Netherlands or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at

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the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's Ratings Group, a division of the McGraw-Hill Companies ("S&P") or Moody's Investors Service, Inc. ("Moody's");

(3)

commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's;



(4)

certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia, the United Kingdom or The Netherlands or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million;



(5)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and



(6)

investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

        "Change of Control" means the occurrence of one or more of the following events

(1)

any sale, lease, exchange or other transfer other than a Lien permitted by the Indenture or by way of consolidation or merger (in one transaction or a series of related transactions) of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the Indenture) other than to the Permitted Holders;



(2)

the approval by the holders of Capital Stock of Holdings or the Company, as the case may be, of any plan or proposal for the liquidation or dissolution of Holdings or the Company, as the case may be (whether or not otherwise in compliance with the provisions of the Indenture);



(3)

any Person or Group (other than the Permitted Holders and any entity formed for the purpose of owning Capital Stock of Holdings) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Holdings or the Company;



(4)

the replacement of a majority of the Board of Directors of Holdings over a two-year period from the directors who constituted the Board of Directors of Holdings at the beginning of such period, and such replacement, shall not have been approved by a vote of at least a majority of the Board of Directors of Holdings then still in office who either were members of such Board of Directors at the beginning of such period or whose election or nomination for election by Holdings' shareholders as a member of such Board of Directors was previously so approved; or



(5)

the occurrence of any event or series of events that results in a "Change of Control" under the subordinated promissory notes issued pursuant to the Securities Purchase Agreement.

        "Commission" means the Securities and Exchange Commission.

        "Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

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        "Company" means Advanced Accessory Systems, LLC, a limited liability company organized under the laws of the State of Delaware.

        "Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of

(1)

Consolidated Net Income; and



(2)

to the extent Consolidated Net Income has been reduced thereby,



(a)

all income taxes of such Person and its Restricted Subsidiaries, or Permitted Tax Distributions made by such Person, paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary, unusual or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business);



(b)

Consolidated Interest Expense; and



(c)

Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period,

all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

        "Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the "Four Quarter Period") ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which financial statements are available (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to

(1)

the incurrence or repayment of any Indebtedness of such Person or any of its Restricted Subsidiaries, or the issuance, redemption, repurchase or other repayment of any Preferred Stock by such Person or any of its Restricted Subsidiaries (and, in each case, the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness, or any issuance, redemption, repurchase or other repayment of any Preferred Stock (and, in each case, the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to working capital facilities, occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four Quarter Period; and



(2)

any asset sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) attributable to the assets which are the subject of the Asset Acquisition or asset sale or other disposition during the Four Quarter Period) occurring during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such asset sale or other disposition or Asset Acquisition

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(including the incurrence, assumption or liability for any such Acquired Indebtedness) occurred on the first day of the Four Quarter Period.

        Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

(1)

interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and



(2)

notwithstanding clause (1) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

        "Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of

(1)

Consolidated Interest Expense; plus



(2)

the product of (x) the amount of all dividend payments on any series of Preferred Stock of such Person and, to the extent permitted under the Indenture, its Restricted Subsidiaries paid in cash during such period to any Person other than such Person or any of its Restricted Subsidiaries times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication,

(1)

the aggregate of the interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, including, without limitation, (a) any amortization of debt discount and amortization or write-off of deferred financing costs; (b) the net costs under Interest Swap Obligations; (c) all capitalized interest; and (d) the interest portion of any deferred payment obligation; and



(2)

the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP;

provided that there shall be excluded therefrom any non-cash amortization or write-off of fees and expenses incurred in connection with the offering of the Notes.

        "Consolidated Net Income" means, with respect to any Person, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there shall be excluded therefrom (without duplication)

(1)

after-tax gains or losses from Asset Sales (without regard to the $2,500,000 limitation set forth in the definition thereof) or abandonments or reserves relating thereto;



(2)

extraordinary gains and extraordinary losses;



(3)

gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;

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(4)

the net income or loss of any Person acquired prior to the date it becomes a Restricted Subsidiary of the referent Person or is merged or consolidated with the referent Person or any Restricted Subsidiary of the referent Person, it being understood, however, that, in the case of a Restricted Subsidiary of Holdings, the income or loss of such Person for such period may be included in determining the Consolidated Fixed Charge Coverage Ratio of Holdings as a result of the operation of clause (2) of the first paragraph of the definition of such term;



(5)

for the purposes of the "Limitation on Restricted Payments" covenant only, the net income (but not loss) of any Restricted Subsidiary (other than a Foreign Restricted Subsidiary) of the referent Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by a contract, operation of law or otherwise, except to the extent of cash dividends or distributions paid to the referent Person or to a Wholly Owned Restricted Subsidiary of the referent Person by such Restricted Subsidiary;



(6)

the net income of any Person, other than a Restricted Subsidiary of the referent Person, except to the extent of cash dividends or distributions paid to the referent Person or to a Restricted Subsidiary of the referent Person by such Person;



(7)

any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date;



(8)

income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued); and



(9)

in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets.

In addition, Consolidated Net Income shall be reduced by the amount of any Permitted Tax Distribution.

        "Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which requires an accrual of or a reserve for cash charges for any future period).

        "Consolidated Tangible Assets" means the total consolidated assets, less goodwill and intangibles, of Holdings and its Restricted Subsidiaries, as shown on the most recent balance sheet of Holdings prepared in accordance with GAAP.

        "Credit Agreement" means the Amended and Restated Credit Agreement dated on or about the Issue Date, among certain subsidiaries of Holdings as borrowers, Holdings and certain other subsidiaries and affiliates as guarantors, the lenders party thereto in their capacities as lenders and/or agents thereunder, together with the documents related thereto (including, without limitation, any instruments, guarantee agreements and pledge and/or security documents), in each case as such documents may be amended (including, without limitation, any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including, without limitation, increasing the amount of available borrowings thereunder (provided that such increase in borrowings is permitted by the "Limitation on Incurrence of Additional Indebtedness" covenant above) or adding Subsidiaries of Holdings as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness

110

under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

        "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

        "Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

        "Disqualified Capital Stock" means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control or to the extent such Capital Stock is only so redeemable or exchangeable into Qualified Capital Stock) on or prior to the final maturity date of the Notes, provided that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the stated maturity of the Notes shall not constitute Disqualified Capital Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in "Limitation on Asset Sales" and "Change of Control" covenants and such Capital Stock specifically provides that such Person will not repurchase or redeem any such stock pursuant to such provision prior to the Issuers' repurchase of such Notes as are required to be repurchased pursuant to such covenants.

        "Domestic Restricted Subsidiary" means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or any territory or possession of the United States.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

        "fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of Holdings acting reasonably and in good faith and, if such value exceeds $5.0 million, shall be evidenced by a Board Resolution of the Board of Directors of Holdings delivered to the Trustee.

        "Foreign Restricted Subsidiary" means any Restricted Subsidiary of Holdings other than a Domestic Restricted Subsidiary.

        "Foreign Restricted Subsidiary Borrowing Base" means, as of any date, an amount equal to the sum of

(1)

85% of the aggregate book value of all accounts receivable of the Foreign Restricted Subsidiaries; plus



(2)

60% of the aggregate book value of all inventory owned by the Foreign Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in

111

such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect from time to time.

        "Guarantee" means a guarantee of the Notes by a Guarantor.

        "Guarantors" means Holdings and the Subsidiary Guarantors.

        "Holdings" means CHAAS Acquisitions, LLC.

        "Indebtedness" means with respect to any Person, without duplication,

(1)

all Obligations of such Person for borrowed money;



(2)

all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;



(3)

all Capitalized Lease Obligations of such Person;



(4)

all Obligations of such Person issued or assumed as the deferred purchase price of property or services and all Obligations under any conditional sale or title retention agreement (but excluding any such Obligations that constitute trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 120 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);



(5)

all Obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction, but excluding Obligations with respect to letters of credit (including trade letters of credit) to the extent such Obligations are cash collateralized or such letters of credit secure Obligations (other than Obligations described in clauses (1), (2) and (3) above) entered into in the ordinary course of business of such Person and such letters of credit are not drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no later than three Business Days following receipt by such Person of a demand for reimbursement;



(6)

guarantees and other contingent obligations in respect of Indebtedness of other Persons of the type referred to in clauses (1) through (5) above and clause (8) below;



(7)

all Obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset and the amount of the Obligation so secured;



(8)

all net Obligations under Currency Agreements and Interest Swap Agreements of such Person; and



(9)

all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to its maximum fixed repurchase price, but excluding accrued dividends, if any.

        For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional Obligations as described above and, with respect to contingent Obligations, the maximum liability upon the occurrence of the contingency giving rise to

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the Obligation; provided that the amount outstanding at any time of any Indebtedness issued with original issue discount is the original issue price of such Indebtedness.

        "Independent Financial Advisor" means a firm which, in the judgment of the Board of Directors of Holdings, is otherwise independent and qualified to perform the task for which it is to be engaged.

        "Initial Purchasers" means Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC.

        "Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements, in each case determined as if such agreement were terminated on the date such obligations were being determined for purposes of the Indenture.

        "Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. "Investment" shall exclude extensions of trade credit by Holdings and its Restricted Subsidiaries on commercially reasonable terms in accordance with normal trade practices of Holdings or such Restricted Subsidiary, as the case may be. If Holdings or any Restricted Subsidiary of Holdings sells or otherwise disposes of any Capital Stock of any Restricted Subsidiary of Holdings such that, after giving effect to any such sale or disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of Holdings, Holdings shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of or, with respect to any Restricted Subsidiary of Holdings acquired or created after the Issue Date, if less, the value of the Investment when made by Holdings and its Restricted Subsidiaries in the portion of such Restricted Subsidiary represented by such Common Stock.

        "Issue Date" means the date of original issuance of the Notes.

        "Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

        "Management Agreement" means the management agreement dated as of April 15, 2003 among Holdings, the Subsidiaries of Holdings listed therein and Castle Harlan, Inc., as in effect on the Issue Date.

        "Material Domestic Restricted Subsidiary" means a Domestic Restricted Subsidiary of Holdings having total assets with a book value in excess of $500,000.

        "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by Holdings or any of its Restricted Subsidiaries from such Asset Sale net of

(1)

reasonable out-of-pocket commissions, expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions and severance and relocation costs and expenses);



(2)

net taxes paid or payable as a result of such Asset Sale;

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(3)

repayment of Indebtedness that is secured by the property or assets that are the subject of such Asset Sale or that is required by applicable law to be repaid out of the proceeds of such Asset Sale;



(4)

amounts required to be paid to any Person (other than Holdings or any of its Restricted Subsidiaries) owning a beneficial interest in the assets which are subject to the Asset Sale; and



(5)

appropriate amounts to be provided by Holdings or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by Holdings or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Pari Passu Indebtedness" means any Indebtedness of either Issuer or any Guarantor that ranks pari passu in right of payment with the Notes or the Guarantee of such Guarantor, as applicable.

        "Permitted Business" means any business that is the same, similar, reasonably related, complementary or incidental to the business in which Holdings or any of its Restricted Subsidiaries is engaged on the Issue Date.

        "Permitted Holders" means (1) Castle Harlan Partners IV, L.P. and any Person controlling, controlled by, or under common control with, and any account controlled or managed by or under common control or management with Castle Harlan Partners IV, L.P. and (2) Castle Harlan Inc. and employees, management and directors of, and Persons owning accounts managed or advised by, any of the foregoing and their respective Affiliates.

        "Permitted Indebtedness" means, without duplication, each of the following:

(1)

Indebtedness under the Notes issued on the Issue Date and Guarantees thereof;



(2)

Indebtedness incurred pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $60.0 million and (b) the sum of (A) $10.0 million and (B) the Borrowing Base plus an amount not exceeding the aggregate amount of Indebtedness that is permitted to be incurred, but has not been incurred, under clauses (10), (11), (12) and (17) of this definition;



(3)

other Indebtedness of Holdings and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments, in each case, when actually paid, or permanent reductions thereon;



(4)

Interest Swap Obligations of Holdings or any Restricted Subsidiary of Holdings covering Indebtedness of Holdings or any of its Restricted Subsidiaries; provided, however, that such Interest Swap Obligations are entered into to protect Holdings and its Restricted Subsidiaries from fluctuations in interest rates;



(5)

Indebtedness under Currency Agreements; provided that (x) in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of Holdings and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder and (y) such Currency Agreements are designed to protect Holdings or any Restricted Subsidiary of Holdings against fluctuations in currency values;

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(6)

Indebtedness of a Restricted Subsidiary of Holdings to Holdings or to a Restricted Subsidiary of Holdings for so long as such Indebtedness is held by Holdings or a Restricted Subsidiary of Holdings or the holder of a Permitted Lien thereon, in each case subject to no Lien held by a Person other than Holdings or a Restricted Subsidiary of Holdings or the holder of a Permitted Lien thereon; provided that if as of any date any Person other than Holdings or a Restricted Subsidiary of Holdings or the holder of a Permitted Lien thereof owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (6) by the issuer of such Indebtedness;



(7)

Indebtedness of Holdings to a Restricted Subsidiary of Holdings for so long as such Indebtedness is held by a Restricted Subsidiary of Holdings and subject to no Lien, other than a Permitted Lien; provided that (a) any Indebtedness of Holdings to any Restricted Subsidiary of Holdings that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to Holdings' obligations under the Indenture and the Notes and (b) if as of any date any Person other than a Restricted Subsidiary of Holdings or the holder of a Permitted Lien thereon owns or holds any such Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be deemed the incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (7) by Holdings;



(8)

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence;



(9)

Indebtedness of Holdings or any of its Restricted Subsidiaries in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business;



(10)

Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of Holdings and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed the greater of (a) $10.0 million and (b) 5% of Consolidated Tangible Assets (reduced by the aggregate amount of additional Indebtedness incurred under clause (2) hereof in reliance on this clause (10));



(11)

Indebtedness consisting of guarantees by Holdings or any of its Restricted Subsidiaries of Indebtedness permitted to be incurred under the Indenture;



(12)

Indebtedness of Holdings' Foreign Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (a) $45.0 million and (b) the Foreign Restricted Subsidiary Borrowing Base (reduced by the aggregate amount of additional Indebtedness incurred under clause (2) hereof in reliance on this clause (12));



(13)

Refinancing Indebtedness;



(14)

Indebtedness of Holdings or any of its Restricted Subsidiaries consisting of guarantees, indemnities or other obligations in respect of purchase price adjustments in connection with the acquisition or disposition of property or assets;



(15)

Indebtedness of Holdings or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case in accordance with the Indenture;



(16)

Indebtedness of Holdings and its Restricted Subsidiaries consisting of Capitalized Lease Obligations not exceeding $10.0 million at any one time outstanding and incurred in

115

connection with one or more Permitted Sale and Leaseback Transactions involving one or more properties that are owned on the Issue Date by one or more such Restricted Subsidiaries and that are located in Staphorst, The Netherlands, Hoogeveen, The Netherlands, and Fensmark, Denmark; and

(17)

additional Indebtedness of Holdings and its Restricted Subsidiaries in an aggregate principal amount not to exceed $15.0 million at any one time outstanding (reduced by the aggregate amount of additional Indebtedness incurred under clause (2) hereof in reliance on this clause (17)).

        For purposes of determining compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (17) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Issuers shall, in their sole discretion, classify (or later reclassify) such item of Indebtedness in any manner that complies with such covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the "Limitations on Incurrence of Additional Indebtedness" covenant.

        "Permitted Investments" means

(1)

Investments by Holdings or any Restricted Subsidiary of Holdings in any Person that is or will become immediately after such Investment a Restricted Subsidiary of Holdings or that will merge or consolidate into Holdings or a Restricted Subsidiary of Holdings;



(2)

Investments in Holdings by any Restricted Subsidiary of Holdings; provided that any Indebtedness evidencing such Investment and held by a Restricted Subsidiary of Holdings that is not a Subsidiary Guarantor is unsecured and subordinated, pursuant to a written agreement, to Holdings' obligations under its Guarantee and the Indenture;



(3)

Investments in cash and Cash Equivalents;



(4)

loans and advances to directors, employees and officers of Holdings and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $3.0 million at any one time outstanding;



(5)

Currency Agreements and Interest Swap Obligations entered into in the ordinary course of Holdings' or its Restricted Subsidiaries' businesses and not for speculative purposes and otherwise in compliance with the Indenture;



(6)

additional Investments having an aggregate fair market value at any time outstanding not to exceed $12.5 million;



(7)

Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;



(8)

Investments made by Holdings or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the "Limitation on Asset Sales" covenant;



(9)

Investments existing on the Issue Date;

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(10)

any acquisition of assets solely in exchange for the issuance of Qualified Capital Stock of Holdings or any of its Restricted Subsidiaries;



(11)

Investments made by Holdings or any of its Restricted Subsidiaries with the proceeds of a substantially concurrent offering of Qualified Capital Stock of Holdings or any other holding company of Holdings or the Issuers (which proceeds of any such offering of Qualified Capital Stock shall not have been, and shall not be, included in the calculation of the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect such Investments);



(12)

Investments represented by guarantees that are otherwise permitted under the Indenture; and



(13)

advances to suppliers and customers in the ordinary course of business.

        "Permitted Liens" means the following types of Liens:

(1)

Liens existing on the Issue Date;



(2)

Liens securing the Notes and the Guarantees;



(3)

Liens securing Indebtedness under the Credit Agreement permitted to be incurred pursuant to clause (2) of the definition of "Permitted Indebtedness;"



(4)

Liens in favor of Holdings or any Restricted Subsidiary of Holdings;



(5)

Liens securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness which has been secured by a Lien permitted under the Indenture and which has been incurred in accordance with the provisions of the Indenture; provided, however, that such Liens (i) taken as a whole are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover any property or assets of Holdings or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced;



(6)

Liens for taxes, assessments or governmental charges or claims either (a) not delinquent or (b) being contested in good faith by appropriate proceedings and as to which Holdings or its Restricted Subsidiaries shall have set aside on its books such reserves as may be required pursuant to GAAP;



(7)

statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;



(8)

Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);



(9)

Liens arising by reward of any judgment, decree or order of any court but not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

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(10)

survey exceptions, easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries;



(11)

Liens upon specific items of inventory or other goods and proceeds of Holdings or any of its Restricted Subsidiaries securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(12)

Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;



(13)

Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of Holdings or any of its Restricted Subsidiaries, including rights of offset and set-off;



(14)

Liens securing Interest Swap Obligations which Interest Swap Obligations relate to Indebtedness that is otherwise permitted pursuant to clause (4) of the definition of "Permitted Indebtedness";



(15)

Liens securing Capitalized Lease Obligations and Purchase Money Indebtedness permitted to be incurred under the Indenture; provided, however, that in the case of Capitalized Lease Obligations, such Liens do not extend to any property or assets which are not leased property subject to such Capitalized Lease Obligations;



(16)

Liens securing Indebtedness under Currency Agreements permitted to be incurred pursuant to clause (5) of the definition of "Permitted Indebtedness";



(17)

Liens securing Acquired Indebtedness incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant; provided that



(a)

such Liens secured such Acquired Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by Holdings or a Restricted Subsidiary of Holdings and were not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by Holdings or a Restricted Subsidiary of Holdings; and



(b)

such Liens do not extend to or cover any property or assets of Holdings or of any of its Restricted Subsidiaries other than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of Holdings or a Restricted Subsidiary of Holdings and are no more favorable to the lienholders than those securing the Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by Holdings or a Restricted Subsidiary of Holdings;



(18)

Liens securing Indebtedness incurred pursuant to clause (12), (14) (but in the case of clause (14) such Liens shall only be on the assets that are the subject of the transaction permitted by clause (14)), (15), (16) or (17) of the definition of "Permitted Indebtedness";



(19)

any provision for the retention of title to an asset by the vendor or transferor of such asset, which asset is acquired by Holdings or any Restricted Subsidiary of Holdings in a transaction entered into in the ordinary course of business of Holdings or such Restricted Subsidiary;



(20)

Liens incurred in the ordinary course of business of Holdings or any Restricted Subsidiary of Holdings with respect to Obligations that do not exceed $10.0 million at any one time outstanding and that (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business)

118

and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by Holdings or such Restricted Subsidiary;

(21)

Liens arising from filing Uniform Commercial Code financing statements regarding leases;



(22)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;



(23)

deposits made in the ordinary course of business to secure liability to insurance carriers;



(24)

rights of a licensor of intellectual property;



(25)

leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of Holdings and its Restricted Subsidiaries;



(26)

banker's Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;



(27)

any interest or title of a lessor in the property subject to any capitalized lease or operating lease;



(28)

Liens on property of, or on shares of Capital Stock or Indebtedness of, any Person existing at the time such Person becomes, a Restricted Subsidiary of Holdings, provided that such Liens do not (a) extend to or cover any property or assets of Holdings or any of its Restricted Subsidiaries other than the property or assets acquired or (b) secure Indebtedness (including Acquired Indebtedness); and



(29)

any extension, renewal or replacement, in whole or in part, of any Lien described in clause (1), (15) or (17) of the definition of "Permitted Liens"; provided that any such extension, renewal or replacement is no more restrictive in any material respect that the Lien so extended, renewed or replaced and does not extend to any additional property or assets.

        "Permitted Sale and Leaseback Transaction" means any Sale and Leaseback Transaction entered into by any Restricted Subsidiary of Holdings with respect to any facility (including, without limitation, any manufacturing, engineering, warehousing or administration facility), owned or leased by such Restricted Subsidiary on the Issue Date.

        "Permitted Tax Distributions" means the payment of any dividend or distribution to the direct or indirect beneficial owners of shares of Capital Stock of Holdings in an amount not to exceed the then maximum federal, state and local income tax liabilities arising from income of Holdings and attributable to them solely as a result of Holdings (and any intermediate entity through which the holder owns such shares) being a limited liability company, partnership or similar entity for federal income tax purposes.

        "Person" means an individual, partnership, corporation, limited liability company, unincorporated organization or trust, or a governmental agency or political subdivision thereof.

        "Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

        "Purchase Money Indebtedness" means Indebtedness of Holdings and its Restricted Subsidiaries incurred in the normal course of business for the purpose of financing all or any part of the purchase price, or the cost of design, development, installation, construction or improvement, of property or equipment; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost and (2) such Indebtedness shall not be secured by any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached.

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        "Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

        "Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease, replace or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

        "Refinancing Indebtedness" means any Refinancing by Holdings or any Restricted Subsidiary of Holdings of Indebtedness incurred in accordance with the "Limitation on Incurrence of Additional Indebtedness" covenant (other than pursuant to clauses (2), (4), (5), (6), (7), (8), (9), (10), (11), (12), (14), (15), (16) or (17) of the definition of Permitted Indebtedness), in each case, other than Refinancing Indebtedness incurred to Refinance all of the Notes, that does not

(1)

result in an increase in the aggregate principal amount of Indebtedness of such Person as of the date of such proposed Refinancing (plus accrued interest on the Indebtedness being Refinanced plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable fees and expenses incurred by Holdings and its Restricted Subsidiaries in connection with such Refinancing); or



(2)

create Indebtedness with (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced; or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced; provided that (x) if such Indebtedness being Refinanced is Indebtedness solely of Holdings, then such Refinancing Indebtedness shall be Indebtedness solely of Holdings and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes, then such Refinancing Indebtedness shall be subordinate to the Notes at least to the same extent and in the same manner as the Indebtedness being Refinanced.

        "Registration Rights Agreement" means the registration rights agreement dated as of the Issue Date among Holdings, the Issuers, the Subsidiary Guarantors and the Initial Purchasers.

        "Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to Holdings or a Restricted Subsidiary of Holdings of any property, whether owned by Holdings or any Restricted Subsidiary of Holdings at the Issue Date or later acquired, which has been or is to be sold or transferred by Holdings or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

        "Securities Act" means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.

        "Securities Purchase Agreement" means the Securities Purchase Agreement dated April 15, 2003, among Holdings, the Company and each of the seller parties listed on the signature pages thereto, as such agreement may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time; provided that any Indebtedness incurred pursuant to such amendment or modification shall not result in any payments of principal thereunder prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment thereunder as in effect on the Issue Date.

        "Significant Subsidiary", with respect to any Person, means (1) any Restricted Subsidiary of such Person that satisfies the criteria for a "significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary of such Person that, when aggregated with all other Restricted Subsidiaries of

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such Person that are not otherwise Significant Subsidiaries and as to which any event described in clause (6) under "—Events of Default" has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

        "Subordinated Indebtedness" means Indebtedness of Holdings, the Issuers or any Subsidiary Guarantor that is subordinated or junior in right of payment to the Notes or such Guarantee, as the case may be.

        "Subsidiary", with respect to any Person, means

(1)

any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or one or more Subsidiaries of such Person (or any combination thereof); or



(2)

any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Subsidiary Guarantor" means (1) each of Holdings' Domestic Restricted Subsidiaries (other than the Issuers) as of the Issue Date; and (2) each of Holdings' Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Subsidiary Guarantor; provided that any Person constituting a Subsidiary Guarantor as described above shall cease to constitute a Subsidiary Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

        "Unrestricted Subsidiary" of any Person means

(1)

any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and



(2)

any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors may designate any Subsidiary (other than any Issuer) (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, Holdings or any other Restricted Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated; provided that

(1)

Holdings certifies to the Trustee that such designation complies with the "Limitation on Restricted Payments" covenant; and



(2)

each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any of its Restricted Subsidiaries.

        For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with the "Limitation on Restricted Payments" covenant, the portion of the fair market value of the net assets of such Subsidiary of Holdings at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of Holdings and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of Holdings or, with respect to any Restricted Subsidiary acquired or created after the Issue Date, if less, the amount of the value of the Investment in such Subsidiary when made, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under the "Limitation on Restricted Payments" covenant.

121

        The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if

(1)

immediately after giving effect to such designation, Holdings is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant; and



(2)

immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.

        Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

        Holdings may not designate either of the Issuers as an Unrestricted Subsidiary.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

        "Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

        "Wholly Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding securities which confer on the holders thereof the right to elect directors or their functional equivalents (other than in the case of a foreign Subsidiary, directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

General

        The following is a general discussion of the material United States federal income tax considerations relating to the exchange of Original Notes for New Notes and the ownership and disposition of the New Notes by an initial beneficial owner of the Original Notes. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury Regulations, and judicial decisions and administrative interpretations thereunder, as of the date hereof, all of which are subject to change, possibly with retroactive effect, or are subject to different interpretations. We cannot assure you that the Internal Revenue Service (the "IRS") will not challenge one or more of the tax considerations described below. We have not obtained and do not intend to obtain, a ruling from the IRS or an opinion of counsel with respect to the United States federal tax considerations resulting from the exchange of Original Notes for New Notes or from holding or disposing of the New Notes. Reference to "Notes" in this section of the prospectus refers to both the "Original Notes" and the "New Notes."

        In this discussion, we do not purport to address all tax considerations that may be important to a particular holder in light of the holder's circumstances, or to certain categories of investors (such as financial institutions, insurance companies, tax-exempt organizations, dealers in securities, persons who hold notes through partnerships or other pass-through entities, U.S. expatriates, or persons who hold the Notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction) that may be subject to special rules. This discussion is limited to initial holders who purchased the Original Notes for cash at the initial offering at the original offering price and who hold the Original Notes, and will hold the New Notes, as capital assets. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction.

        YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSIDERATIONS TO YOU OF THE EXCHANGE OF ORIGINAL NOTES FOR NEW NOTES AND THE OWNERSHIP AND DISPOSITION OF THE NEW NOTES, INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL OR FOREIGN TAX LAWS OR ANY TAX TREATY.

U.S. Holders

        As used herein, the term "U.S. holder" means a beneficial owner of a Note that is for United States federal income tax purposes:

        (1) a citizen or resident of the United States;

        (2) a corporation or an entity treated as a corporation for federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

        (3) an estate, the income of which is subject to United States federal income taxation regardless of its source; or

        (4) a trust that either is subject to the primary supervision of a court within the United States and which has one or more United States persons with authority to control all substantial decisions, or has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

        As used herein, the term "non-U.S. holder" means a beneficial owner of a Note that is not a U.S. holder or a partnership.

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Payments of Interest

        Interest on an Original Note or a New Note will generally be includible in your gross income as ordinary interest income in accordance with your usual method of accounting for tax purposes.

Exchange Pursuant to Exercise of Registration Rights

        Neither an exchange of an Original Note for a New Note nor the filing of a registration statement with respect to the resale of the New Notes should be a taxable event to you, and you should not recognize any taxable gain or loss or any interest income as a result of such exchange or such filing. We are obligated to pay Additional Interest on the Notes to you under certain circumstances described under "Exchange Offer; Registration Rights." We intend to take the position that such payments should be treated for tax purposes as additional interest, although we cannot assure you that the IRS will not propose a different method of taxing the Additional Interest payments.

Payments Upon Registration Default

        Because the Notes provide for the payment of Additional Interest, they could be subject to certain rules relating to debt instruments that provide for one or more contingent payments, referred to as the "Contingent Payment Regulations." Under the Contingent Payment Regulations, however, a payment is not a contingent payment merely because of a contingency that, as of the issue date, is "remote." We intend to take the position that, for purposes of the Contingent Payment Regulations, the payment of Additional Interest is a "remote" contingency as of the issue date. Accordingly, the Contingent Payment Regulations should not apply to the Notes unless payments are actually made.

        If payments of Additional Interest are actually made, then they likely would be includible in your gross income in the taxable year in which such payments were actually made, regardless of the tax accounting method you use. If such payments were actually made the Notes would probably be treated as reissued for purposes of applying the original issue discount rules under the Code and the Treasury Regulations.

        Our position for purposes of the Contingent Payment Regulations that the payment of such Additional Interest is a remote contingency as of the issue date is binding on you for U.S. federal income tax purposes unless you disclose in the proper manner to the IRS that you are taking a different position.

Optional Redemption

        The Notes may be redeemed prior to their stated maturity at the option of the issuers or at the option of the holders under certain circumstances. We do not believe that either the issuers' or the holders' ability to redeem or cause the redemption of the Notes prior to the stated maturity thereof would affect the yield of the Notes for U.S. federal income tax purposes.

Sale, Exchange or Redemption of the Notes

        Upon the disposition of a Note by sale, exchange or redemption (other than an exchange pursuant to this exchange offer), you will generally recognize gain or loss equal to the difference between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest) and (ii) your adjusted federal income tax basis in the Note. Your adjusted federal income tax basis in a Note generally will equal the cost of the Note.

        Any gain or loss you recognize on a disposition of a Note will generally constitute capital gain or loss and will be long-term capital gain or loss if you have held the Note for longer than one year. Non-corporate taxpayers are generally subject to a maximum regular federal income tax rate of 20% on net long-term capital gains. The deductibility of capital losses is subject to certain limitations.

124

Backup Withholding and Information Reporting

        Under the Code, you may be subject, under certain circumstances, to information reporting and/or backup withholding with respect to cash payments in respect of the Notes. This withholding applies only if you (i) fail to furnish your social security number or other taxpayer identification number ("TIN") within a reasonable time after a request therefor, (ii) furnish an incorrect TIN, (iii) are notified by the IRS that you failed to report interest or dividends properly, or (iv) fail, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is your correct number and that you are not subject to backup withholding. The backup withholding tax rate equals the fourth lowest rate of tax applicable under section 1(c) of the Code. That rate is currently 28%. Any amount withheld from a payment under the backup withholding rules is allowable as credit against your United States federal income tax liability (and may entitle you to a refund), provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and certain financial institutions. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Non-U.S. Holders

U.S. Federal Withholding Tax

        The 30% U.S. federal withholding tax will not apply to any payment of principal or interest on the Notes provided that:

•

you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury Regulations;



•

you are not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership;



•

you are not a bank whose receipt of interest on the Notes is pursuant to a loan agreement entered into in the ordinary course of business; and



•

you have fulfilled the statement requirements set forth in section 871(h) or section 881(c) of the Code, as discussed below.

        The statement requirements referred to above will be fulfilled if you certify on IRS Form W-8BEN or other successor form, under penalties of perjury, that you are not a United States person and provide your name and address, and (i) you file IRS Form W-8BEN or other successor form with the withholding agent or (ii) in the case of a Note held on your behalf by a securities clearing organization, bank or other financial institution holding customers' securities in the ordinary course of its trade or business, the financial institution files with the withholding agent a statement that it has received the IRS Form W-8BEN or other successor form from the holder and furnishes the withholding agent with a copy thereof; provided that a foreign financial institution will fulfill the certification requirement by filing IRS Form W-8IMY if it has entered into an agreement with the IRS to be treated as a qualified intermediary. You should consult your tax advisor regarding possible additional reporting requirements.

        If you cannot satisfy the requirements described above, payments of principal and interest made to you will be subject to the 30% U.S. federal withholding tax, unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from (or a reduction of) withholding under the benefit of a tax treaty or (2) IRS Form W-8ECI (or successor form) stating that payments on the Note are not subject to withholding tax because such payments are effectively connected with your conduct of a trade or business in the United States, as discussed below.

        The 30% U.S. federal withholding tax will generally not apply to any gain that you realize on the sale, exchange, or other disposition of the Notes.

125

U.S. Federal Estate Tax

        Your estate will not be subject to U.S. federal estate tax on Notes beneficially owned by you at the time of your death, provided that (1) you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our voting stock (within the meaning of the Code and the Treasury Regulations) and (2) interest on those Notes would not have been, if received at the time of your death, effectively connected with the conduct by you of a trade or business in the United States.

U.S. Federal Income Tax

        If you are engaged in a trade or business in the United States and interest on the Notes is effectively connected with the conduct of that trade or business and, if a tax treaty applies, is attributable to a permanent establishment in the United States, you will be subject to U.S. federal income tax on the interest on a net income basis in the same manner as if you were a U.S. person as defined under the Code. In that case, you would not be subject to the 30% U.S. federal withholding tax. See "U.S. Holders" above. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year that are effectively connected with the conduct by you of a trade or business in the United States. For this purpose, interest on Notes will be included in earnings and profits if so effectively connected.

        Any gain realized on the sale, exchange, or redemption of Notes generally will not be subject to U.S. federal income tax unless:

•

that gain is effectively connected with the conduct of a trade or business in the United States by you and, if a tax treaty applies, is attributable to a permanent establishment in the United States;



•

you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or



•

you are subject to tax under tax laws applicable to certain U.S. expatriates.

Information Reporting and Backup Withholding

        In general, you will not be subject to information reporting and backup withholding with respect to payments that we make to you provided that we do not have actual knowledge that you are a U.S. person and we have received from you the statement described above under "U.S. Federal Withholding Tax."

        Under current Treasury Regulations, payments on the sale, exchange or other disposition of a Note made to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is (i) a United States person, (ii) a controlled foreign corporation for United States federal income tax purposes, (iii) a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, or (iv) a foreign partnership with certain connections to the United States, then information reporting will be required unless the broker has in its records documentary evidence that the beneficial owner is not a United States person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Backup withholding may apply to any payment that the broker is required to report if the broker has actual knowledge that the payee is a United States person. Payments to or through the United States office of a broker will be subject to backup withholding and information reporting unless the beneficial owner certifies, under penalties of perjury, that it is not a United States person or otherwise establishes an exemption.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

        A broker-dealer that is the holder of Original Notes that were acquired for the account of that broker-dealer as a result of market-making or other trading activities, other than Original Notes acquired directly from the issuers or any of their affiliates, may exchange those Original Notes for New Notes pursuant to the exchange offer. This is true so long as each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where the Original Notes were acquired by the broker-dealer as a result of market-marking or other trading activities, acknowledges that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Original Notes where the Original Notes were acquired as a result of market-making activities for other trading activities. The issuers have agreed that they will make this prospectus, as it may be amended or supplemented from time to time, available to any broker-dealer for use in connection with any resale, except that the period may be suspended for a period if the issuers' and our parent's board of directors or managers, as applicable, determine, upon the advice of counsel, that the amended or supplemented prospectus would require disclosure of confidential information or interfere with any of our financing, acquisition, reorganization or other material transactions. All broker-dealers effecting transactions in the New Notes may be required to deliver a prospectus.

        The issuers will not receive any proceeds from any sale of New Notes by broker-dealers or any other holder of New Notes. New Notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of the resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commisions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by those persons may be deemd to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The issuers have agreed to pay all expenses incident to the exchange offer and to their performance of, or compliance with, the registration rights agreement (other than the commissions or concessions of any brokers or dealers) and will idemnify the holders of the New Notes (including any broker-dealers) against some liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        Whether the New Notes offered hereby will be the binding obligations of the issuers will be passed upon for them by Schulte Roth & Zabel LLP, New York, New York.

EXPERTS

        The financial statements as of December 31, 2002 and 2001, and for each of the three years in the period ended December 31, 2002 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as an experts in auditing and accounting.

127

AVAILABLE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to our offering of the New Notes. This prospectus does not contain all the information included in the registration statement and the exhibits and schedules thereto. You will find additional information about us and the New Notes in the registration statement. The registration statement and the exhibits and schedules thereto may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Juduciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 450 West Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a site on the World Wide Web (http://www.sec.gov) that contains information regarding registrants, including the issuers, that file electronically with the SEC. Statements made in this prospectus about legal documents may not necessarily be complete and you should read the documents which are filed as exhibits to the registration statement otherwise filed with the SEC.

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CHAAS ACQUISITIONS, LLC

INDEX TO FINANCIAL STATEMENTS

	Page
CHAAS Acquisitions, LLC and Subsidiaries
Report of Independent Accountants	F-2
Consolidated Balance Sheet of the Company as of June 30, 2003 (Unaudited) and the Consolidated Balance Sheet for the Predecessor as of December 31, 2002	F-3
Consolidated Statements of Operations of the Company for the period from April 15, 2003 through June 30, 2003 (Unaudited) and the Consolidated Statements of Operations for the Predecessor for the period January 1, 2003 through April 14, 2003 (Unaudited); and for the years ended December 31, 2002, 2001 and 2000	F-4
Consolidated Statements of Cash Flows for the Company for the period from April 15, 2003 through June 30, 2003 (Unaudited) and the Consolidated Statements of Cash Flows for the Predecessor for the period January 1, 2003 through April 14, 2003 (Unaudited) and the years ended December 31, 2002, 2001 and 2002	F-5
Consolidated Statement of Changes in Members' Equity for the for the Company for the period from April 15, 2003 through June 30, 2003 (Unaudited) and for the Predecessor for the period from January 1, 2003 through April 14, 2003 (Unaudited) and the years ended December 31, 2002, 2001 and 2000	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Managers and
    Members of Advanced Accessory Systems, LLC

        In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Advanced Accessory Systems, LLC and its subsidiaries (the "Company") at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 21(b) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        On January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standard No. 142, "Goodwill and Intangible assets", which changed the methodology for assessing goodwill impairments. The initial application of this statement resulted in an impairment of goodwill of $29.2 million. The impairment was due solely to the change in accounting standards, and was reported as a cumulative effect of accounting change (See Note 1 "New accounting pronouncements").

PricewaterhouseCoopers LLP

Detroit, Michigan
February 28, 2003

F-2

ADVANCED ACCESSORY SYSTEMS, LLC

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands)

			Company			Predecessor
			June 30,			December 31,
			2003			2002			2001
			(unaudited)
ASSETS
Current assets
	Cash		$	4,814		$	2,653		$	2,139
	Accounts receivable, less reserves of $1,900, $1,857 and $1,788, respectively			73,167			51,526			44,790
	Inventories			44,548			40,682			39,432
	Deferred income taxes			653			109			1,643
	Other current assets			14,575			13,370			4,133
		Total current assets		137,757			108,340			92,137
Property and equipment, net				61,829			60,572			54,404
Goodwill, net				164,689			47,308			73,394
Other intangible assets, net				5,244			3,635			4,685
Deferred income taxes				2,767			1,981			1,932
Other noncurrent assets				1,711			2,319			1,738
			$	373,997		$	224,155		$	228,290
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
	Current maturities of long-term debt		$	1,654		$	18,215		$	11,023
	Accounts payable			36,802			33,159			29,051
	Accrued liabilities			35,758			30,762			23,553
	Deferred income taxes			1,275			—			—
	Mandatorily redeemable warrants			—			5,250			5,130
		Total current liabilities		75,489			87,386			68,757
Noncurrent liabilities
	Deferred income taxes			332			629			828
	Other noncurrent liabilities			2,913			5,796			4,755
	Long-term debt, less current maturities			194,815			136,732			145,626
		Total noncurrent liabilities		198,060			143,157			151,209
Commitments and contingencies (Note 11)
Members' equity
	Units			100,900			—			—
	Class A Units 25,000 authorized, 9,226 and 9,236 issued at December 31, 2002 and 2001, respectively			—			7,348			7,348
	Class A-1 Units 25,000 authorized, 5,133 issued at December 31, 2002 and 2001, respectively			—			4,117			4,117
	Class B Units, 2,000 authorized, no Units issued at December 31, 2002 and 2001, respectively			—			—			—
	Other comprehensive income (loss)			(911	)		85			(181	)
	Retained earnings (accumulated deficit)			459			(17,938	)		(2,960	)
				100,448			(6,388	)		8,324
			$	373,997		$	224,155		$	228,290

See accompanying notes to consolidated financial statements.

F-3

ADVANCED ACCESSORY SYSTEMS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar amounts in thousands)

		Company			Predecessor
		Period from April 15, 2003 through June 30, 2003			Period from January 1, 2003 through April 14, 2003						Year ended December 31,
								Six months ended June 30, 2002
											2002			2001		2000
		(uanudited)			(uanudited)			(uanudited)
Net sales		$	84,230		$	101,854		$	174,191		$	329,782		$	314,035	$	318,817
Cost of sales			63,075			76,508			129,861			250,516			239,583		239,090
	Gross profit		21,155			25,346			44,330			79,266			74,452		79,727
Selling, administrative and product development expenses			9,389			14,908			22,541			48,103			44,769		45,527
Stock option compensation			—			10,125			—			—			—		—
Transaction expenses			—			3,784			—			1,206			—		—
Amortization of intangible assets			—			11			13			122			3,312		3,297
	Operating income (loss)		11,766			(3,482	)		21,776			29,835			26,371		30,903
Other Income (expense)
	Interest expense		(3,524	)		(4,772	)		(7,857	)		15,907			17,684		17,950
	Loss resulting from debt extinguishment		(5,967	)		—			—			—			—		—
	Foreign currency (gain) loss		2			3,240			6,914			(8,429	)		4,948		5,386
	Other income (expense)		71			(84	)		(116	)		520			743		52
Income before income taxes and cumulative effect of accounting change			2,348			(5,098	)		20,717			21,837			2,996		7,515
Provision (benefit) for income taxes			1,889			1,600			2,935			4,252			602		(278	)
Income (loss) before cumulative effect of accounting change			459			(6,698	)		17,782			17,585			2,394		7,793
Cumulative effect of accounting change for goodwill impairment, net of tax			—			—			(29,207	)		(29,207	)		—		—
Net income (loss)		$	459		$	(6,698	)	$	(11,425	)	$	(11,622	)	$	2,394	$	7,793
Pro forma tax provision (unaudited):
	Net income (loss)										$	(11,622	)
	Pro forma tax provision (benefit)											(10,340	)
	Pro forma net income (loss)										$	(1,282	)

See accompanying notes to consolidated financial statements.

F-4

ADVANCED ACCESSORY SYSTEMS, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar amounts in thousands)

				Company			Predecessor
				Period From April 15, 2003 through June 30, 2003			Period from January 1, 2003 through April 14, 2003						Year Ended December 31,
										Six Months ended June 30, 2002
													2002			2001			2000
				(unaudited)			(unaudited)			(unaudited)
Cash flows provided by (used for) operating activities
Net (loss) income				$	459		$	(6,698	)	$	(11,425	)	$	(11,622	)	$	2,394		$	7,793
Adjustments to reconcile net (loss) income to net cash provided by operating activities
	Depreciation and amortization				2,753			3,695			5,922			13,054			14,599			14,304
	Cumulative effect of accounting change for goodwill impairment				—			—			29,130			29,207			—			—
	Stock option compensation				—			10,125			—			—			—			—
	Loss resulting from debt extinguishment				5,967			—			—			—			—			—
	Deferred taxes				(1,237	)		(87	)		2,390			1,298			(161	)		(908	)
	Foreign currency (gain) loss				(2	)		(3,061	)		(6,565	)		(8,190	)		4,965			5,159
	Loss on disposal of assets				(11	)		68			139			365			701			37
	Changes in assets and liabilities net of acquisitions:
		Accounts receivable			(9,852	)		(9,850	)		(18,886	)		(4,411	)		(2,645	)		3,425
		Inventories			3,739			(4,898	)		2,645			1,954			1,427			(4,055	)
		Other current assets			(1,869	)		1,592			(2,296	)		(8,530	)		2,771			(1,546	)
		Other noncurrent assets			133			364			29			(996	)		685			(346	)
		Accounts payable			(5,234	)		7,618			8,383			2,533			4,084			(199	)
		Accrued liabilities			1,705			3,790			(2,126	)		6,210			(950	)		(763	)
		Other noncurrent liabilities			(11	)		240			116			132			(219	)		(1,485	)
			Net cash provided by operating activities		(3,460	)		2,898			7,456			21,004			27,651			21,416
Cash flows provided by (used for) investing activities
Acquisition of machinery and equipment					(2,061	)		(2,512	)		(5,673	)		(15,354	)		(7,580	)		(10,445	)
Acquisition of subsidiaries, net of cash acquired					(108,367	)		—			—			—			—			(2,804	)
			Net cash used for investing activities		(110,428	)		(2,512	)		(5,673	)		(15,354	)		(7,580	)		(13,249	)
Cash flows provided by (used for) financing activities
Borrowing of debt					347,533			—			—			5,637			400			—
Debt issuance costs					(11,374	)		—			—
Increase (decrease) in revolving loan					2,252			6,426			6,491			5,572			(8,341	)		11,343
Repayment of debt					(328,306	)		(2,218	)		(6,805	)		(13,379	)		(11,706	)		(13,878	)
Collections of membership notes receivable					—			—			—			—			59			65
Issuance of membership units					100,900			—			—
Repurchase of membership units					—			—			—			—			—			(6,422	)
Distributions to members					—			(121	)		(2,019	)		(3,356	)		(801	)		(6,090	)
			Net cash used for financing activities		111,005			4,087			(2,333	)		(5,526	)		(20,389	)		(14,982	)
Effect of exchange rate changes					867			(296	)		833			390			(858	)		1,412
Net increase (decrease) in cash					(2,016	)		4,177			283			514			(1,176	)		(5,403	)
Cash at beginning of period					6,830			2,653			2,139			2,139			3,315			8,718
Cash at end of period				$	4,814		$	6,830		$	2,422		$	2,653		$	2,139		$	3,315
Cash paid for interest													$	14,395		$	16,304		$	17,032
Cash paid for income taxes													$	362		$	845		$	1,763

See accompanying notes to consolidated financial statements.

F-5

ADVANCED ACCESSORY SYSTEMS, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

(Dollar amounts in thousands)

			Predecessor
			Members' capital			Other comprehensive income (loss)			Retained earnings (deficit)			Total members' equity
Balance at December 31, 1999			$	18,083		$	(1,496	)	$	(6,256	)	$	10,331
Notes receivable for unit purchase				65			—			—			65
Repurchase of membership units				(6,422	)		—			—			(6,422	)
Accretion of membership warrants				(200	)		—			—			(200	)
Distributions to members				—			—			(6,090	)		(6,090	)
Comprehensive income:
	Currency translation adjustment			—			419			—
	Net income for 2000			—			—			7,793
		Total comprehensive income											8,212
Balance at December 31, 2000			$	11,526		$	(1,077	)	$	(4,553	)	$	5,896
Notes receivable for unit purchase				59			—			—			59
Accretion of membership warrants				(120	)		—			—			(120	)
Distributions to members				—			—			(801	)		(801	)
Comprehensive income:
	Minimum pension liability adjustment			—			(285	)		—
	Currency translation adjustment			—			1,181			—
	Net income for 2001			—			—			2,394
		Total comprehensive income											3,290
Balance at December 31, 2001			$	11,465		$	(181	)	$	(2,960	)	$	8,324
Distributions to members				—			—			(3,356	)		(3,356	)
Comprehensive income:
	Minimum pension liability adjustment			—			(565	)		—
	Currency translation adjustment			—			831			—
	Net loss for 2002			—			—			(11,622	)
		Total comprehensive income											(11,356	)
Balance at December 31, 2002			$	11,465		$	85		$	(17,938	)	$	(6,388	)
Distributions to members (unaudited)				—			—			(122	)		(122	)
Comprehensive income (unaudited):
	Currency translation adjustment			—			(424	)		—
	Net loss for the period from January 1, 2003 through April 14, 2003			—			—			(6,698	)
		Total comprehensive income (unaudited)											(7,122	)
Balance at April 14, 2003 (unaudited)			$	11,465		$	(339	)	$	(24,758	)	$	(13,632	)

		Company
		Members' capital		Other comprehensive loss			Accumulated deficit		Total members' equity
Sale of Membership interests on April 15, 2003 (unaudited)		$	100,900	$	—		$	—	$	100,900
Comprehensive income (unaudited)
	Currency translation adjustment		—		(911	)		—
	Net income		—		—			459
	Total comprehensive income (unaudited)									(452	)
Balance at June 30, 2003 (unaudited)		$	100,900	$	(911	)	$	459	$	100,448

See accompanying notes to consolidated financial statements.

F-6

ADVANCED ACCESSORY SYSTEMS, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except unit related data)

1. Summary of Operations and Significant Accounting Policies

Basis of Presentation (unaudited)

        On April 15, 2003, substantially all of the equity interests of Advanced Accessory Systems, LLC (the "Predecessor") were acquired by Castle Harlan Partners IV, L.P. (the "Acquisition"), a private equity investment fund organized and managed by Castle Harlan Inc., a leading private equity firm. CHAAS Acquisitions, LLC (the "Company") was formed in April 2003 by Castle Harlan Partners IV, L.P. as an acquisition vehicle to acquire the Predecessor's equity in conjunction with the Acquisition.

        The financial statements of the Company for periods subsequent to April 14, 2003 are referred to as the financial statements of the "Company." All financial statements prior to that date are referred to as the financial statements of the "Predecessor."

        The Acquisition was accounted for in accordance with the purchase method of accounting. Accordingly, the purchase price of the Acquisition has been allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date. However, it is not possible at this time to reasonably estimate the separate amounts attributable to identifiable intangible assets or goodwill since the measurement of these assets requires the expertise of an independent appraiser. Accordingly, the entire amount of the excess of the purchase consideration has currently been allocated to goodwill, but is expected to be allocated between goodwill and other identifiable intangible assets based upon the appraiser's valuation. The Company had engaged an independent appraiser whose work is ongoing.

        In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly its financial position as of June 30, 2003 and the results of its operations and its cash flows for the period from April 15, 2003 through June 30, 2003, the period from January 1, 2003 through April 14, 2003 and the six months ended June 30, 2002.

Business activities

        Advanced Accessory Systems, LLC (the "Company") supplies towing and rack systems and related accessories for the automotive original equipment manufacturer ("OEM") market and the automotive aftermarket. The Company's business commenced on September 28, 1995. The Company's products include a comprehensive line of towing systems and rack systems including accessories. The Company's towing systems products include fixed and detachable towing hitches and accessories such as trailer balls, ball mounts, electrical harnesses, safety chains and locking hitch pins. The Company's broad offering of rack systems includes fixed and detachable racks and accessories which can be installed on vehicles to carry items such as bicycles, skis, luggage, surfboards and sailboards. The Company's products are sold as standard accessories or options for a variety of light vehicles.

F-7

Principles of consolidation

        The Company includes the accounts of the following:

SportRack, LLC	100% owned by Advanced Accessory Systems, LLC
SportRack Automotive, GmbH and its consolidated subsidiaries	A German corporation, 100% owned by SportRack, LLC
SportRack Accessories, Inc and its consolidated subsidiary	A Canadian corporation, 90% owned by the Advanced Accessory Systems, LLC and 10% owned by SportRack, LLC
ValTek, LLC	100% owned by SportRack, LLC
AAS Holdings, Inc	100% owned by Advanced Accessory Systems, LLC
Brink International B.V. and its consolidated subsidiaries	A Dutch corporation, 100% owned by AAS Holdings, Inc.
Valley Industries, LLC	100% owned by Advanced Accessory Systems, LLC
AAS Capital Corporation	100% owned by Advanced Accessory Systems, LLC

        All intercompany transactions have been eliminated in consolidation.

Revenue recognition

        Sales are recognized when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and collectibility is reasonably assured, generally upon shipment of product to customers and transfer of title under standard commercial terms. Significant retroactive price adjustments are recognized in the period when such amounts become probable. Sales allowances, discounts, rebates and other adjustments are recorded or accrued in the period of the sale. We accrue for warranty costs, sales returns and other allowances, based upon experience and other relevant factors, when sales are recognized. Adjustments are made as new information becomes available.

Significant estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal period. Actual results could differ from those estimates.

        During the year ended December 31, 2000, management decreased an estimated liability related to a contingent obligation for a contract revision which included, among other items, a reduced price for a

F-8

certain product sold by the Company to one of its customers. Sales for the product occurred from 1997 through 2000, accordingly, the contingent obligation was increased through charges to sales during this period. The product was discontinued during 2000, as such the probability of the price concession was eliminated. The reduction of the contingent obligation resulted in a benefit to the Company of approximately $1,900 which was included in selling, administrative and product development expenses.

Financial instruments

        Financial instruments at December 31, 2002 and 2001, including cash, accounts receivable and accounts payable, are recorded at cost, which approximates fair value due to the short-term maturities of these assets and liabilities. The carrying value of the obligations under the bank agreements are considered to approximate fair value as the agreements provide for interest rate revisions based on changes in prevailing market rates or were entered into at rates that approximate market rates at December 31, 2002 and 2001. The fair value of the Notes (as defined below) as of December 31, 2002 and 2001 was approximately $118,750 and $103,750 respectively, based upon quoted prices in the market in which the Notes are traded.

        The Company is exposed to certain market risks which exist as a part of its ongoing business operations. Primary exposures include fluctuations in the value of foreign currency investments in subsidiaries, volatility in the translation of foreign currency earnings to U.S. Dollars and movements in Federal Funds rates and the London Interbank Offered Rate (LIBOR). The Company will use derivative financial instruments, where appropriate, to manage these risks. The Company, as a matter of policy, does not engage in trading or speculative transactions.

Cash equivalents

        For purposes of the statement of cash flows, the Company considers all highly-liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents.

Currency translation

        The functional currency for the Company's foreign subsidiaries is the applicable local currency. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at the balance sheet date; translation adjustments are reported as a separate component of members' equity. Revenues, expenses and cash flows for foreign subsidiaries are translated at average exchange rates during the period; foreign currency transaction gains and losses are included in current earnings. The accompanying consolidated statement of operations for the years ended December 31, 2002, 2001 and 2000 includes net currency (gains) and losses of $(8,429), $4,948 and $5,386, respectively, relating primarily to debt denominated in U.S. Dollars at Brink International B.V., and SportRack Accessories, Inc. whose functional currencies are the European Euro and Canadian Dollar, respectively. At December 31, 2002, U.S. Dollar denominated debt recorded at Brink includes intercompany debt and substantially all outstanding term notes under the Company's Second Amended and Restated Credit Agreement.

F-9

Inventories

        Inventories are stated at the lower of cost or market, with cost being determined on the first-in, first-out (FIFO) method. Inventories are periodically reviewed and reserves established for excess and obsolete items.

Tooling

        The Company incurs costs related to new tooling used in the manufacture of products sold to OEMs. Tooling costs that are reimbursed by customers as the tooling is completed are included in other current assets. All other customer owned tooling costs, which totaled $302 and $1,111 at December 31, 2002 and 2001, respectively, are included in other noncurrent assets and amortized over the expected product life, generally three to six years. Company owned tooling is included in property and equipment and depreciated over its expected useful life, generally three to five years. Management periodically evaluates the recoverability of tooling costs, based on estimated future cash flows, and makes provisions for tooling costs that will not be recovered, if any, when such amounts are known and incurred.

Property and equipment

        Property and equipment is stated at acquisition cost, which reflects the fair value of assets acquired at the acquisition date for all subsidiaries. Property and equipment purchased other than through the acquisitions described in Note 2 is stated at cost. Expenditures for normal repairs and maintenance are charged to operations as incurred. Depreciation expense, which was $11,299, $10,569 and $10,445 for the years ended December 31, 2002, 2001 and 2000, respectively, is computed using the straight-line method over the following estimated useful lives:

	Years
Buildings and improvements	5-50
Machinery, equipment and tooling	2-10
Furniture and fixtures	5-7

Goodwill, Long-Lived Assets and other intangible assets

        Goodwill of $47,308 and $73,394 at December 31, 2002 and 2001, respectively, represents the costs in excess of net assets acquired and, until December 31, 2001, was amortized using the straight line method over periods of up to 30 years. Beginning in 2002, goodwill is no longer amortized, but is tested at least annually for impairment. During 2002 Goodwill decreased by $29,207 for an impairment charge resulting of the application of a new accounting standard and increased by $3,121 due to the effects of the change in foreign currency rates of the functional currencies of the Company's foreign subsidiaries between December 31, 2002 and 2001. See "New Accounting Pronouncements" below.

        The Company evaluates the potential impairment of goodwill on an ongoing basis and reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company determines the impairment of long-lived assets by comparing the undiscounted future net cash flows to

F-10

be generated by the assets to their carrying value. Impairment losses are then measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.

        Debt issuance costs net of accumulated amortization of $3,254 and $4,093 at December 31, 2002 and 2001, respectively, are amortized over the terms of the loan agreements, which are six to ten years. Debt issuance cost amortization of $906, $677 and $625 for 2002, 2001 and 2000, respectively, has been included in interest expense.

Income taxes

        The Company and certain of its domestic subsidiaries have elected to be taxed as limited liability companies for federal income tax purposes. As a result of this election, the Company's domestic taxable income accrues to the individual members. Distributions are made to the members in amounts sufficient to meet the tax liability on the Company's domestic taxable income accruing to the individual members. Distributions to members of $3,356, $801 and $6,090 were made during 2002, 2001 and 2000, respectively.

        Certain of the Company's domestic subsidiaries and foreign subsidiaries are subject to income taxes in their respective jurisdictions. Income tax provisions for these entities are based on the U.S. Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Deferred tax assets and liabilities are provided for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such entities' assets and liabilities. Deferred tax assets are reduced by a valuation allowance for tax benefits that are not expected to be realized. The Company does not provide for U.S. income taxes or foreign withholding taxes on the undistributed earnings of foreign subsidiaries because of management's intent to permanently reinvest in such operations.

        The Company and certain subsidiaries are subject to taxes, including Michigan Single Business Tax and Canadian capital tax, which are based primarily on factors other than income. As such, these amounts are included in selling, administrative and product development expenses in the accompanying consolidated statements of operations. Deferred taxes related to Michigan Single Business Tax are provided on the temporary differences resulting from capital acquisitions and depreciation.

Research, development and engineering

        Research, development and engineering costs are expensed as incurred and aggregated approximately $8,490, $9,397 and $9,779 for the years ended December 31, 2002, 2001 and 2000, respectively.

New Accounting Pronouncements

        In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 provides guidance on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued and also clarifies that a guarantor is require to recognize, at the inception for a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. In

F-11

addition, FIN 45 requires additional disclosures about the guarantees that an entity has issued including those related to product warranties (See Note 11). The recognition and measurement provisions of FIN 45 are not expected to have a material effect on the Company's financial position, results of operations or cash flows.

        On January 1, 2002, the Company adopted the accounting standards set forth in Statement of Financial Accounting Standards No. 142, "Goodwill and other Intangible Assets" ("SFAS 142") and Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). The adoption of SFAS 144 did not have a material impact on the Company's financial position, results of operations or cash flows. SFAS 142 changed the methodology for assessing goodwill impairments. The initial application of this statement resulted in an impairment of goodwill of $29,207 to write down goodwill related to the Valley Acquisition. The impairment was due solely to the change in accounting standards and was reported as a cumulative effect of accounting change in 2002. Under SFAS 141, impairment is determined by comparing the carrying values of reporting units to the corresponding fair values, which are determined based on the discounted estimated future cash flows of the reporting units. As the impairment related to Valley Industries, LLC for which taxable income accrues to the individual members, no tax effect was recorded for this charge. Additionally, under the new standard, goodwill is no longer amortized but is to be tested at least annually for impairment. The effect of no longer amortizing goodwill resulted in a reduction in amortization of intangible assets during 2002 as compared with 2001 and 2000 of $2,996 and $2,998, respectively. The following table presents net income (loss) for 2001 and 2000 as adjusted for the non-amortization provisions of SFAS 142.

	Year Ended December 31,
	2002			2001		2000
Reported net income (loss)	$	(11,622	)	$	2,394	$	7,793
Add back: Goodwill amortization		—			2,996		2,998
Adjusted net income (loss)	$	(11,622	)	$	5,390	$	10,791

        Other intangible assets at December 31, 2002 and 2001 consist of deferred financing costs, a defined benefit pension asset and patents and licenses.

        Aggregate amortization expense related to other intangible assets for each of the five succeeding fiscal years is as follows:

2003	$	807
2004		567
2005		608
2006		653
2007		689

        For the year ended December 31, 2002, the carrying amount of goodwill decreased by $29,207 as a result of the impairment write down discussed above and increased by $3,121 as a result of the change in exchange rates between the U.S. Dollar and the European Euro, the functional currency of Brink International B.V.

F-12

        Effective June 30, 2001, the Company adopted Emerging Issues Task Force (EITF) Consensus 00-19, "Determination of Whether Share Settlement is Within the Control of the Issuer for Purposes of Applying Issue No. 96-13, 'Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock"'. Accordingly, based upon the terms of the warrants, the Company has reclassified the mandatorily redeemable warrants to a component of current liabilities. Accretion is included in the determination of net income or loss for each reporting period.

2. Acquisitions

        Acquisitions of the Company from January 1, 2000 through December 31, 2002 are as follows:

Acquired Company	Acquisition Date	Purchase Price		Goodwill Recorded		Location	Product Lines
Titan Industries, Inc.	February 22, 2000	$	1,525	$	1,237	United States	Towing systems
Wiswall Hill Corporation	September 5, 2000		1,200		—	United States	Rack systems

        The above acquisitions have each been accounted for in accordance with the purchase method of accounting. Accordingly, the respective purchase price of each acquisition has been allocated to assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date. The excess of the aggregate purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The operating results of these entities have been included in the Company's consolidated financial statements since the date of each acquisition. Each acquisition represented the purchase of the assets of the respective company and each acquired company was purchased for cash.

        Pro forma results have not been presented as they are substantially the same as the Company's actual results.

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3. Long-Term Debt

        Long-term debt is comprised of the following:

					Outstanding at December 31,
			Interest Rate at December 31, 2002
					2002		2001
Senior Subordinated Notes, less discount of $283 and $327 respectively			9.75	%	$	124,717	$	124,673
Second Amended and Restated Credit Agreement
	(U.S. Credit Facility)
		Term note A	—			—		1,794
		Term note B	5.42	%		9,489		12,079
		Acquisition note	4.92	%		3,937		9,188
		Revolving line of credit note	5.78	%		8,574		3,002
		Supplemental revolving loan note	—			—		—
First Amended and Restated Credit Agreement
	(Canadian Credit Facility)
		Canadian term note	5.25	%		1,946		4,509
		Canadian revolving line of credit note	—			—		—
Capital lease obligations			5.09	%		6,284		399
Other			—			—		1,005
						154,947		156,649
Less—current portion						18,215		11,023
					$	136,732	$	145,626

Senior Subordinated Notes

        Borrowings under the Company's Series B Senior Subordinated Notes (the "Notes"), due October 1, 2007, are unsecured and are subordinated in right of payment to all existing and future senior indebtedness of the Company, including the loans under the U.S. and Canadian Credit Agreements described below. The Company, at its option, may redeem the Notes, in whole or in part, together with accrued and unpaid interest at certain redemption prices as set forth by the indenture under which the Notes have been issued. Upon the occurrence of a change of control of the Company, as defined by the indenture, the Company is required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes. The indenture places certain limits on the Company, the most restrictive of which include the restrictions on the incurrence of additional indebtedness by the Company, the payment of dividends on and redemption of capital of the Company, the redemption of, certain subordinated obligations, investments, sales of assets and stock of certain subsidiaries, transactions with affiliates, consolidations, mergers and transfers of all or substantially all of the Company's assets. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year.

F-14

Second Amended and Restated Credit Agreement

        The Company's Second Amended and Restated Credit Agreement ("U.S. Credit Facility"), which is administered by Bank One and The Chase Manhattan Bank ("Chase"), is secured by substantially all the assets of the Company and places certain restrictions on the Company related to indebtedness, sales of assets, investments, capital expenditures, dividend payments, management fees, and members' equity transactions. In addition, the agreement subjects the Company to certain restrictive covenants, including the attainment of designated operating ratios and minimum net worth levels. The Company, at its election, may make prepayments of the term notes under the credit agreement on a pro-rata basis. Additionally, mandatory prepayments of the term notes are required in the event of sales of assets meeting certain criteria, as set forth by the agreement, or based upon periodic calculations of excess cash flows, as defined by the agreement. On December 15, 2001, the Company entered into Amendment No. 9 to the U.S. Credit Facility which reset certain financial covenants for fiscal years 2001 and 2002 and provided the Company with additional liquidity by adding a conditional supplemental revolving loan facility of up to $10.0 million which is available until March 31, 2003.

        The U.S. Credit Facility provides for two term notes (Term note A and Term note B), a revolving line of credit note, an acquisition note and a supplemental revolving loan note. Loans under each of the term notes and the revolving notes can be converted, at the election of the Company, in whole or in part, into Base Rate Loans or Eurocurrency Loans. Interest is payable in arrears quarterly on Base Rate Loans, and in arrears in one, two or three months on Eurocurrency Loans, as determined by the length of the Eurocurrency Loan, as selected by the Company. Interest is charged at an adjustable rate plus the applicable margin. The applicable margin is based upon the Company's Leverage Ratio, as defined by the Credit Agreement. Eurocurrency Loans under each of the term notes can be made in U.S. dollars or certain other currencies, at the option of the Company. The U.S. Credit Facility also provides for a Letter of Credit Facility. At December 31, 2002 and 2001, the Company had irrevocable letters of credit outstanding in the amount of $9,125 and $8,041, respectively (see Note 11).

Term note A

        On October 30, 1996, the Company borrowed $65,000 under Term note A. On October 1, 1997, the Company made a mandatory prepayment totaling $43,475 in connection with the issuance of the Notes. Mandatory prepayments of $29 and $518 were made in August 2001 and June 2000, respectively, for the excess cash flows of the Company as defined by the Credit Agreement. No amounts remain outstanding under the note as of December 31, 2002.

Term note B

        On August 5, 1997, the Company borrowed $55,000 under Term note B. On October 1, 1997, the Company made a mandatory prepayment totaling $39,044 in connection with the issuance of the Notes. Mandatory prepayments of $2,299 and $833 were made in August 2002 and June 2000, respectively, for the excess cash flows of the Company as defined by the Credit Agreement. At December 31, 2002, the applicable margin for Term note B ranges from 2.75% to 3.75% for Base Rate Loans and from 3.50%

F-15

to 4.50% for Eurocurrency Loans. Repayments under Term note B are required in the following installments:

March 31, 2003 through September 30, 2003 (quarterly)	$	73
December 31, 2003		2,914
March 31, 2004		3,764
June 30, 2004		2,592

Acquisition note

        On December 31, 1997, the Company borrowed $21,000 under its acquisition note. The proceeds were used to acquire the assets of Ellebi on January 2, 1998. At December 31, 2002, the applicable margin for acquisition note ranges from 2.25% to 3.25% for Base Rate Loans and from 3.00% to 4.00% for Eurocurrency Loans. Repayments under the acquisition note are due in equal quarterly installments of $1,312 through September 30, 2003.

Revolving line of credit note

        The Company has the ability to borrow up to $25,000 under the revolving line of credit, which expires on October 30, 2003. Available borrowings, however, are limited to a defined borrowing base amount equal to 85% of eligible domestic accounts receivable and 80% of certain eligible foreign accounts receivable. The base borrowing amount is increased by the lesser of the sum of 50% of domestic eligible inventory and 40% to 50% of certain eligible foreign inventory or $10,000. Available borrowings are reduced by amounts outstanding under the Canadian revolving line of credit note described below and outstanding letters of credit. At December 31, 2002, $7,301 was available for borrowing on the note. At December 31, 2002, the applicable margin for revolving line of credit note ranges from 2.25% to 3.25% for Base Rate Loans and from 3.00% to 4.00% for Eurocurrency Loans. A commitment fee of 0.5% to 0.625% is charged on the unused balance based on the Company's Senior Leverage Ratio, as defined.

Supplemental revolving loan note

        When the availability under the revolving line of credit note reaches zero, the Company has the ability to borrow up to $10,000 under the supplemental revolving loan note. Available borrowings are limited to the same borrowing base as the revolving line of credit note to the extent the borrowing base exceeds $25,000. At December 31, 2002, $10,000 in borrowings were available on the note. At December 31, 2002, the applicable margin for supplemental revolving note ranges from 2.25% to 3.25% for Base Rate Loans and from 3.00% to 4.00% for Eurocurrency Loans. A commitment fee of 0.5% to 0.625% is charged on the unused balance based on the Company's Senior Leverage Ratio, as defined. A mandatory prepayment of all outstanding loans under the note is due if the Company reports Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined by the agreement, of less than $32,000 on a trailing four quarter basis at the end of any fiscal quarter. The note expires on March 31, 2003.

F-16

First Amended and Restated Credit Agreement

        The Company's First Amended and Restated Credit Agreement ("Canadian Credit Facility"), which is administered by Bank One and The Chase Manhattan Bank of Canada ("Chase Canada"), is secured by substantially all of the assets of the Company's Canadian subsidiaries and is guaranteed by the Company.

        The Canadian Credit Facility provides for a C$20,000 term note and a C$4,000 revolving note, (U.S. $12,662 and U.S. $2,532, respectively at December 31, 2002). Loans under each of the notes can be converted at the election of the Company, in whole or in part, into Floating Rate advances, U.S. Base Rate advances or LIBOR advances. Floating rate advances are denominated in Canadian dollars and bear interest at a variable rate based on the bank's prime lending rate plus a variable margin. U.S. Base Rate advances are denominated in U.S. dollars and bear interest at the bank's prime lending rate plus a variable margin. LIBOR advances are denominated in U.S. dollars and bear interest at LIBOR plus a variable margin. The variable margin is based upon the Company's Senior Debt Ratio, as defined by the Canadian Credit Facility and ranges from 0.5% to 1.75% for Floating Rate advances and U.S. Base Rate advances and from 1.5% to 2.75% for LIBOR advances.

Canadian term note

        Repayments under the Canadian term note are required in the following installments:

Quarterly
March 31, 2003 through June 30, 2003	$	650
Final installment on October 30, 2003		646

Canadian revolving line of credit note

        A commitment fee of 0.5% is charged on the unused balance of the Canadian revolving line of credit note.

Senior Subordinated Loans

        On October 30, 1996, the Company borrowed $20,000 under its Senior Subordinated Note Purchase Agreement ("Senior Subordinated Loans") with J.P. Morgan Partners (23A SBIC), LLC, an affiliate of J.P. Morgan Partners, LLC, and International Mezzanine. The Senior Subordinated Loans were repaid in full on October 1, 1997 with the proceeds of the Notes discussed above.

        In connection with the issuance of the Senior Subordinated Loans, the Company issued warrants to purchase 1,002 membership units. The warrants have an exercise price of one cent per warrant, are exercisable immediately, and expire October 30, 2004. As provided in the Warrant Agreement, the warrant holder can put the warrants and membership units acquired through the exercise of the warrants back to the Company before the earlier of October 30, 2004 and the consummation of a Qualified Public Offering for an amount equal to Fair Market Value, as defined. Additionally, as provided in the Warrant Agreement, the Company may call the warrants and membership units acquired through the exercise of the warrants at any time after the sixth anniversary of the Closing

F-17

Date, but prior to the earlier of October 30, 2004 or a Qualified Public Offering for an amount equal to Fair Market Value, as defined. At the date of issuance, the proceeds from the Senior Subordinated Loans were allocated between the Senior Subordinated Loans and the warrants based upon their estimated relative fair market value.

        The warrants were accreted to their estimated redemption value through periodic charges against Members' Equity through October 30, 2001 or the time redemption first becomes available. Thereafter the warrants are being recorded at the then estimated redemption value. The aforementioned warrants have been presented as mandatorily redeemable warrants in the accompanying balance sheets.

Capital Leases

        During 2002, the Company borrowed Euro 5,702 (U.S. $5,978 as of December 31, 2002) under a Euro 6,850 ($7,183 as of December 31, 2002) 12 year lease for a new manufacturing plant in France. The remaining amount available under the lease will be borrowed by the Company in the first quarter of 2003. Repayments under the lease are due in 48 equal quarterly installments of Euro 143 (U.S. $150 as of December 31, 2002) plus interest and commence on March 31, 2003. Interest accrues at a fixed rate of 5.21% on half of the outstanding loan balance and accrues on the balance of the outstanding loan balance at an adjustable rate, which is determined each quarter by reference to the three month Euribor rate plus a margin of 0.85%.

        The Company also has entered into various other capital lease arrangements for certain machinery and equipment. These leases generally require monthly payments of principal and interest and have terms from three to five years. At December 31, 2002 the present value of the remaining payments outstanding under these other capital leases totaled $306.

Scheduled Maturities

        The aggregate scheduled annual principal payments due in each of the years ending December 31, is as follows:

2003	$	18,215
2004		7,083
2005		662
2006		658
2007		125,599
Thereafter		3,013
		155,230
Less—discount		(283	)
	$	154,947

4. Members' Equity

        Holders of Class A Units are eligible to vote in elections of Managers of the Company and other matters as set forth in the Company's Operating Agreement and By-Laws and are convertible to

F-18

Class A-1 Units by holders that are regulated financial institutions. Class A-1 Units are non-voting but are otherwise entitled to the identical rights as holders of Class A Units and are convertible to Class A units provided such conversion is not in violation of certain governmental regulations of the unit holder.

        Holders of Class B Units are entitled to such rights as designated by the Board of Managers upon the original issuance of any Class B Units provided, however, that those rights shall not be senior to the rights of the holders of Class A units as to allocations of net profits and as to distributions without the consent of a majority in interest of Class A Members. There were no Class B Units issued as of December 31, 2002 or 2001.

        Effective January 1, 2000, the Company issued 3,655 of its Class A-1 Units in exchange for an equal amount of Class A Units.

        Effective November 11, 2000, the Company issued 1,478 of its Class A-1 Units in exchange for an equal amount of Class A Units.

5. Income Taxes

        The Company's C corporation subsidiaries and taxable foreign subsidiaries account for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The Company and certain domestic subsidiaries are limited liability companies; as such, the Company's earnings are included in the taxable income of the Company's members. Income (loss) before income taxes and the cumulative effect of the accounting change for goodwill impairment were attributable to the following sources:

	Year Ended December 31,
	2002		2001			2000
United States	$	13,732	$	6,160		$	10,491
Foreign		8,105		(3,164	)		(2,976	)
	$	21,837	$	2,996		$	7,515

        The cumulative effect in 2002 of the accounting change for goodwill impairment of $29,207 related to domestic subsidiaries is net of taxes of $0 due to the structure of the Company.

F-19

        The provision (benefit) for income taxes is comprised of the following:

		Year Ended December 31,
		2002		2001			2000
Currently payable
	United States	$	5	$	26		$	—
	Foreign		2,972		737			630
			2,977		763			630
Deferred
	United States		—		—			—
	Foreign		1,275		(161	)		(908	)
			1,275		(161	)		(908	)
		$	4,252	$	602		$	(278	)

        The effective tax rates differ from the U.S. federal income tax rate as follows:

	Year Ended December 31,
	2002			2001			2000
Income tax provision (benefit) at U.S. statutory rate (35%)	$	6,155		$	1,051		$	2,630
U. S. income taxes attributable to members		(3,319	)		(2,147	)		(3,674	)
Change in valuation allowance		(2,817	)		841			(86	)
Deemed forgiveness of subsidiary intercompany debt		2,884			—			—
Nondeductible foreign goodwill		212			391			224
Foreign rate differences and other, net		1,137			466			628
	$	4,252		$	602		$	(278	)

F-20

        Deferred tax assets and liabilities, related primarily to the Company's foreign subsidiaries, comprise the following:

	December 31,
	2002			2001
Deferred tax assets
Net operating loss carryforwards of foreign subsidiaries	$	1,472		$	6,229
Fixed assets		2,356			2,169
Goodwill		541			452
Inventory		54			52
Other		2,260			2,369
	$	6,683		$	11,271
Deferred tax liabilities
Fixed assets		(1,272	)		(1,565	)
Inventory		(849	)		(783	)
Goodwill		(192	)		(194	)
Other		(110	)		(243	)
		(2,423	)		(2,785	)
Valuation allowance		(2,799	)		(5,739	)
Net deferred tax asset	$	1,461		$	2,747

        The net operating loss carryforwards of the Company's European subsidiaries approximate $1,554 at December 31, 2002 and have no expiration date. The net operating loss carryforwards of the Company's Canadian subsidiaries approximate $2,425 at December 31, 2002 and expire primarily in 2005 through 2008. As of December 31, 2002 and 2001, respectively, the Company recorded a valuation allowance of $2,799 and $5,739 based upon management's current assessment of the likelihood of realizing the Canadian subsidiaries' deferred tax assets. Management believes that it is more likely than not that the related deferred tax assets recorded for its other subsidiaries will be realized and no valuation allowance has been provided against such amounts as of December 31, 2002. If certain substantial changes in the Company's ownership should occur, there could be an annual limit on the amount of certain carryforwards which can be utilized.

6. Related Party Transactions and Allocations

        A portion of the Company's U.S. Credit Facility, Canadian Credit Facility and Senior Subordinated Loans, as described in Note 4, is with Chase and Chase Canada, which are each affiliates of a member of the Company, and J.P. Morgan Partners (23A SBIC), LLC, respectively.

        Charges to operations related to consulting services provided to the Company by certain members of the Company aggregated approximately $100, $361 and $406 for the years ended December 31, 2002, 2001 and 2000, respectively.

        Certain employees and consultants of the Company hold Class A Units of the Company.

F-21

7. Option Plan

        The Company uses the disclosure requirements of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation". The Company, however, elected to continue to measure compensation cost using the intrinsic value method, in accordance with APB Opinion 25 ("APB 25"), "Accounting for Stock Issued to Employees".

        The Company has issued options to purchase Class A Units which are outstanding under the Company's 1995 Option Plan (the "Plan"). As of December 31, 2002 and 2001, the Company was authorized under the Plan to issue options to purchase up to 4,200 Class A Units to officers, directors and employees of the Company and its subsidiaries. At December 31, 2002, there were 184 options that remained available for grant under the Plan.

        Information concerning options to purchase Class A Units is as follows:

	2002			2001			2000
	Number of Units	Weighted Average Exercise Price		Number of Units	Weighted Average Exercise Price		Number of Units	Weighted Average Exercise Price
Outstanding at January 1	2,264	$	1,247	2,358	$	1,417	2,405	$	1,499
Options cancelled	5	$	4,000	94	$	5,524	47	$	5,610
Outstanding at December 31	2,259	$	1,240	2,264	$	1,247	2,358	$	1,417
Exercisable at December 31	1,563	$	1,309	1,247	$	1,282	1,581	$	1,515

        All options granted have terms of 15 years and vest as follows:

Number of Units	Weighted Average Exercise Price		Vesting Period
129	$	3,029	Options vest immediately.
1,290	$	1,183	Options vest over periods, generally up to ten years, as determined by the Option Committee. Vesting may be accelerated based on the results of a Liquidity Event, as defined in the Plan, or based upon the achievement of certain operating results of the Company or its subsidiaries.
275	$	1,000	Options vest based on the results of a Liquidity Event, as defined in the Plan.
565	$	1,080	Options vest based upon achievement of certain operating results of the Company.

        The Company has elected to continue applying the provisions of APB 25 and accordingly, recognized compensation expense of $450 for the year ended December 31, 2000. No compensation expense was recognized during 2002 or 2001 as no options vested during those years. If compensation cost and the fair value of options granted had been determined based upon the fair value method in

F-22

accordance with SFAS 123, the pro forma net (loss) income of the Company would have been $(11,676), $2,256 and $8,047 for the years ended December 31, 2002, 2001 and 2000, respectively.

        The fair value of options granted and related pro forma compensation cost were estimated using the Black-Scholes option-pricing model with an expected volatility of zero and the following assumptions:

	1999
Dividend yield	0.0	%
Risk-free rate of return	6.0	%
Expected option term (in years)	8

        The following table summarizes the status of the Company's options outstanding and exercisable at December 31, 2002:

	Options Outstanding
Exercise Prices	Units	Weighted Average Remaining Contractual Life	Options Exercisable
$1,000	2,025	8	1,959
$3,029	129	10	129
$3,485	65	10	65
$4,000	40	12	25

8. Pension Plans

        The Company has a defined benefit pension plan covering substantially all of SportRack, LLC's domestic employees covered under a collective bargaining agreement. An employee's monthly pension benefit is determined by multiplying a defined dollar amount by the years of credited service earned. Plan assets are comprised principally of marketable equity securities and short-term investments. The Company's funding policy is to contribute annually the amounts necessary to comply with ERISA funding requirements.

F-23

        The following table sets forth the change in the plan's benefit obligations and plan assets, and the funded status of the plan as of and for the years ended December 31, 2002 and 2001:

		December 31,
		2002			2001
Change in benefit obligation:
	Benefit obligation at beginning of year	$	3,080		$	2,703
	Benefits earned during the year		149			136
	Interest on projected benefit obligation		217			201
	Actuarial loss (gain)		90			133
	Benefits paid		(93	)		(93	)
	Benefit obligation at end of year		3,443			3,080
Change in plan assets:
	Market value of assets at beginning of year		2,610			2,424
	Actual return on plan assets		(235	)		(79	)
	Employer contributions		196			358
	Benefits paid		(93	)		(93	)
	Market value of assets at end of year		2,478			2,610
Funded status			(965	)		(470	)
Unrecognized prior service cost			292			318
Unrecognized net (gain) loss			850			285
Net amount recognized		$	177		$	133
Amounts recognized in the statement of financial position consist of:
	Accrued benefit liability	$	(965	)	$	(470	)
	Intangible asset		292			318
	Accumulated other comprehensive income adjustment		850			285
	Net amount recognized	$	177		$	133

		Year Ended December 31,
		2002			2001			2000
Components of net periodic benefit cost:
	Service cost	$	149		$	136		$	124
	Interest cost		217			201			182
	Expected return on plan assets		(240	)		(232	)		(205	)
	Recognized net actuarial gain		—			—			(10	)
	Amortization of prior service cost		27			27			27
Net periodic benefit cost		$	153		$	132		$	118

F-24

        The weighted average discount rate used in determining the actuarial present value of the accumulated benefit obligation was 7.00%, 7.25%, and 7.50% at December 31, 2002, 2001 and 2000, respectively. The expected long-term rate of return on plan assets was 9.00% at December 31, 2002, 2001 and 2000.

        The Company has various defined contribution retirement plans for its domestic and certain foreign subsidiaries, including 401(k) plans, whereby participants can contribute a portion of their salary up to certain maximums established by the related plan documents. The Company makes matching contributions, which are based upon the amounts contributed by employees. The Company's matching contributions charged to operations aggregated $375, $296 and $369 in 2002, 2001 and 2000, respectively.

        Substantially all of the employees of Brink International B.V. are covered by a union-sponsored, collectively-bargained, multi-employer defined benefit plan. Pension expense was $1,302, $1,086 and $1,270 for the years ended December 31, 2002, 2001 and 2000, respectively.

9. Operating Leases

        The Company leases certain equipment under leases expiring on various dates through 2007. Future minimum annual lease payments required under leases that have a noncancellable lease term in excess of one year at December 31, 2002 are as follows:

2003	$	2,571
2004		1,986
2005		1,276
2006		431
2007		13
	$	6,277

        Rental expense charged to operations was approximately $4,399, $4,069 and $4,066 for the years ended December 31, 2002, 2001 and 2000, respectively.

F-25

10. Account Balances

        Account balances included in the consolidated balance sheets are comprised of the following:

	December 31,						June 30,
	2002			2001			2003
							(Unaudited)
Inventories
Raw materials	$	14,631		$	14,689		$	17,801
Work-in-process		9,893			10,323			10,009
Finished goods		19,068			17,248			20,079
Reserves		(2,910	)		(2,828	)		(3,341	)
	$	40,682		$	39,432		$	44,548
Property and equipment
Land, buildings and improvements	$	26,570		$	23,138
Land, buildings and improvements under capital leases		7,183			—
Furniture, fixtures and computer hardware		15,497			11,582
Machinery, equipment and tooling		65,468			57,994
Machinery and equipment under capital leases		409			409
Construction-in-progress		1,557			2,262
		116,684			95,385
Less—accumulated depreciation		(56,112	)		(40,981	)
	$	60,572		$	54,404
Accrued liabilities
Compensation and benefits	$	15,387		$	13,594
Interest		3,078			2,983
Other		12,297			6,976
	$	30,762		$	23,553

11. Commitments and Contingencies

        In February 1996, the Company commenced an action against certain individuals alleging breach of contract under the terms of an October 1992 Purchase Agreement and Employment Agreements with the predecessor of the Company. The individuals then filed a separate lawsuit against the Company alleging breach of contract under the respective Purchase and Employment agreements. On May 7, 1999 a jury in the United States District Court for the Eastern District of Michigan reached a verdict against the Company and awarded the individuals approximately $3,800 plus interest and reasonable attorney fees. The Company is currently pursuing an appeal in the Sixth Circuit Court of Appeals. During 2002 and 2001, the Company increased its estimated accrual for this matter by $600 and $600, respectively, representing accrued interest for the year which charge is included in interest expense. At December 31, 2002, the Company had an outstanding irrevocable letter of credit totaling $8,325 benefiting the individuals. No amounts have been paid as of December 31, 2002.

F-26

        The Company offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. The majority of the Company's product warranties are customer specific. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records and estimate for future warranty related costs based on actual historical return rates. The Company has not experienced significant costs related to its warranties.

        In early July 2002, three European automotive OEM customers of Brink Sweden recalled in total approximately 41,000 towbars which were supplied by the Company. The recall affects vehicles fitted with the G 3.0 model removable towbar system sold between January 1999 and March 2000. The Company is in the process of working with its customers to provide technical and other support in response to the recall. During the fourth quarter of 2002, based upon information gathered concerning the costs of the recall and from discussions with its customers during the fourth quarter, management estimated and recorded an expense of approximately $3,000 for the recall. The expense is included in selling, administrative and product development expenses. At December 31, 2002 the unpaid liability for the recall totaling $2,854 was included in accrued liabilities.

        In addition to the above, the Company is party to various claims, lawsuits and administrative proceedings related to matters arising out of the normal course of business. Management believes that the resolution of these matters will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

12. Segment Information

        The Company operates in one reportable segment, providing towing and rack systems and related accessories to the automotive OEM and aftermarket. All sales are to unaffiliated customers. Revenues by geographic area, accumulated by the geographic area where the revenue originated, revenues by

F-27

product line and long-lived assets, which include net property and equipment and net goodwill and debt issuance costs, by geographic area are as follows:

		Year Ended December 31,
		2002		2001		2000
Revenues
	United States	$	231,133	$	223,662	$	222,159
	The Netherlands		35,177		31,768		32,344
	Italy		16,437		15,788		15,725
	Other foreign		47,035		42,817		48,589
		$	329,782	$	314,035	$	318,817

		Year Ended December 31,
		2002		2001		2000
Revenues
	Towing systems	$	175,348	$	173,327	$	186,753
	Rack systems		154,434		140,708		132,064
		$	329,782	$	314,035	$	318,817

		Year Ended December 31,
		2002		2001		2000
Long-lived assets
	United States	$	62,489	$	93,068	$	96,201
	The Netherlands		24,978		22,326		24,197
	Italy		4,214		4,705		6,280
	Other foreign		19,834		12,384		13,975
		$	111,515	$	132,483	$	140,653

        The Company has two significant customers in the automotive OEM industry. Sales to these customers represented 23% and 22% of total Company sales for the year ended December 31, 2002, 28% and 17% for the year ended December 31, 2001, and 32% and 11% for the year ended December 31, 2000. Accounts receivable from these customers represented 21% and 18% of the Company's trade accounts receivable at December 31, 2002, and 27% and 10% at December 31, 2001, respectively.

        Although the Company is directly affected by the economic well being of the industries and customers referred to above, management does not believe significant credit risk exists at December 31, 2002. Consistent with industry practice, the Company does not require collateral to reduce such credit risk.

F-28

13. Condensed Consolidating Information

        On May 23, 2003, the Company's wholly-owned subsidiaries, Advanced Accessory Systems, LLC and AAS Capital Corporation, issued and sold $150,000 of its 10 3/4% Senior Notes due 2011 ("the Notes"). The Notes are guaranteed on a full, unconditional and joint and several basis by the Company and all of the Company's direct and indirect wholly-owned domestic subsidiaries. The following condensed consolidating financial information presents the financial position, results of operations and cash flows of (i) the Company (the "Parent"), as if it accounted for its subsidiaries on the equity method, (ii) Advanced Accessory Systems, LLC and AAS Capital Corporation as issuers; (ii) guarantor subsidiaries which are domestic, wholly-owned subsidiaries and include SportRack LLC, Valley Industries, LLC, AASA Holdings, LLC and ValTek, LLC; and (iii) the non-guarantor subsidiaries which are foreign, wholly-owned subsidiaries and include Brink International B.V. and its subsidiaries, SportRack Accessories, Inc. and its subsidiary, and SportRack Automotive GmbH and its subsidiaries. The operating results of the guarantor and non-guarantor subsidiaries have been allocated a portion of certain corporate overhead costs on a basis consistent with each subsidiary's relative business activity, including interest on intercompany debt balances. Since its formation in September 1997, AAS Capital Corporation has had no operations and has no assets or liabilities at June 30, 2003.

F-29

CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED)
June 30, 2003

			Company
			Parent		Issuers		Guarantor subsidiaries		Non-guarantor subsidiaries		Eliminations/ adjustments			Consolidated
			(Dollar amounts in thousands)
ASSETS
Current assets
	Cash		$	16	$	—	$	—	$	4,798	$	—		$	4,814
	Accounts receivable			—		—		42,408		30,759		—			73,167
	Inventories			—		—		16,193		28,355		—			44,548
	Deferred income taxes and other current assets			—		3,357		8,454		3,417		—			15,228
		Total current assets		16		3,357		67,055		67,329		—			137,757
Property and equipment, net				—		—		33,321		28,508		—			61,829
Goodwill				3,655		50,629		52,835		57,570		—			164,689
Other intangible assets, net				—		4,620		624		—		—			5,244
Deferred income taxes and other noncurrent assets				—		—		435		4,043		—			4,478
Investment in subsidiaries				111,662		82,606		12,227		206		(206,701	)		—
Intercompany notes receivable				—		88,825		4,784		—		(93,609	)		—
		Total assets	$	115,333	$	230,037	$	171,281	$	157,656	$	(300,310	)	$	373,997
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
	Current maturities of long-term debt		$	—	$	—	$	54	$	1,600	$	—		$	1,654
	Accounts payable			—		—		21,753		15,049		—			36,802
	Accrued liabilities and deferred income taxes			4,670		5,643		9,384		17,336		—			37,033
		Total current liabilities		4,670		5,643		31,191		33,985		—			75,489
Deferred income taxes and other noncurrent liabilities				—		—		149		3,096		—			3,245
Long-term debt, less current maturities				—		150,000		26,724		18,091		—			194,815
Intercompany debt				10,215		—		—		83,394		(93,609	)		—
Members' equity				100,448		74,394		113,217		19,090		(206,701	)		100,448
		Total liabilities and members' equity	$	115,333	$	230,037	$	171,281	$	157,656	$	(300,310	)	$	373,997

F-31

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2002

			Predecessor
			Issuers			Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
ASSETS
Current assets
	Cash		$	440		$	77	$	2,136		$	—		$	2,653
	Accounts receivable			—			31,920		19,606			—			51,526
	Inventories			—			16,810		23,872			—			40,682
	Deferred income taxes and other current assets			80			6,836		6,563			—			13,479
		Total current assets		520			55,643		52,177			—			108,340
Property and equipment, net				—			33,433		27,139			—			60,572
Goodwill, net				985			24,729		21,594			—			47,308
Other intangible assets, net				2,971			371		293			—			3,635
Deferred income taxes and other noncurrent assets				93			794		3,413			—			4,300
Investment in subsidiaries				78,160			9,955		—			(88,115	)		—
Intercompany notes receivable				59,487			3,591		—			(63,078	)		—
		Total assets	$	142,216		$	128,516	$	104,616		$	(151,193	)	$	224,155
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
	Current maturities of long-term debt		$	8,574		$	54	$	9,587		$	—		$	18,215
	Accounts payable			—			22,346		10,813			—			33,159
	Accrued liabilities and deferred income taxes			8,060			7,846		14,856			—			30,762
	Mandatorily redeemable warrants			5,250			—		—			—			5,250
		Total current liabilities		21,884			30,246		35,256			—			87,386
Deferred income taxes and other noncurrent liabilities				2,003			1,391		3,031			—			6,425
Long-term debt, less current maturities				124,717			252		11,763			—			136,732
Intercompany debt				—			—		63,078			(63,078	)		—
Members' equity				(6,388	)		96,627		(8,512	)		(88,115	)		(6,388	)
		Total liabilities and members' equity	$	142,216		$	128,516	$	104,616		$	(151,193	)	$	224,155

F-32

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2001

			Predecessor
			Issuers		Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
ASSETS
Current assets
	Cash		$	334	$	2	$	1,803		$	—		$	2,139
	Accounts receivable			—		29,094		15,696			—			44,790
	Inventories			—		15,603		23,829			—			39,432
	Deferred income taxes and other current assets			7		2,326		3,443			—			5,776
		Total current assets		341		47,025		44,771			—			92,137
Property and equipment, net				—		34,071		20,333			—			54,404
Goodwill, net				985		53,930		18,479			—			73,394
Other intangible assets, net				3,670		412		603			—			4,685
Deferred income taxes and other noncurrent assets				93		1,340		2,237			—			3,670
Investment in subsidiaries				70,173		9,955		—			(80,128	)		—
Intercompany notes receivable				74,601		—		—			(74,601	)		—
		Total assets	$	149,863	$	146,733	$	86,423		$	(154,729	)	$	228,290
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
	Current maturities of long-term debt		$	—	$	1,108	$	9,915		$	—		$	11,023
	Accounts payable			—		19,562		9,489			—			29,051
	Accrued liabilities and deferred income taxes			6,731		7,804		9,018			—			23,553
	Mandatorily redeemable warrants			5,130		—		—			—			5,130
		Total current liabilities		11,861		28,474		28,422			—			68,757
Deferred income taxes and other noncurrent liabilities				2,003		719		2,861			—			5,583
Long-term debt, less current maturities				127,675		297		17,654			—			145,626
Intercompany debt				—		16,920		57,681			(74,601	)		—
Members' equity				8,324		100,323		(20,195	)		(80,128	)		8,324
		Total liabilities and members' equity	$	149,863	$	146,733	$	86,423		$	(154,729	)	$	228,290

F-33

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the period from April 15, 2003 through June 30, 2003

		Company
		Parent		Issuers			Guarantor subsidiaries		Non-guarantor subsidiaries		Eliminations/ adjustments			Consolidated
		(Dollar amounts in thousands)
Net sales		$	—	$	—		$	50,775	$	33,455	$	—		$	84,230
Cost of sales			—		—			39,319		23,756		—			63,075
	Gross profit		—		—			11,456		9,699		—			21,155
Selling, administrative and product development expenses			—		(189	)		3,483		6,095		—			9,389
	Operating income		—		189			7,973		3,604		—			11,766
Interest expense			715		2,054			286		469		—			3,524
Loss resulting from debt extingushment			550		—			4,060		1,357		—			5,967
Equity in income (loss) of subsidiaries			1,724		—			—		—		(1,724	)		—
Foreign currency gain (loss), net			—		—			2		—		—			2
Other income (expense)			—		—			14		57		—			71
Income before income taxes			459		(1,865	)		3,643		1,835		(1,724	)		2,348
Provision (benefit) for income taxes			—		(653	)		1,275		1,267		—			1,889
Net income (loss)		$	459	$	(1,212	)	$	2,368	$	568	$	(1,724	)	$	459

F-34

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the Period from January 1, 2003 through April 14, 2003

		Predecessor
		Issuers			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations/ adjustments			Consolidated
		(Dollar amounts in thousands)
Net sales		$	—		$	67,769		$	34,085		$	—			101,854
Cost of sales			—			52,853			23,655			—			76,508
	Gross profit		—			14,916			10,430			—			25,346
Selling, administrative and product development expenses			(834	)		8,331			7,411			—			14,908
Stock option compensation			10,125			—			—			—			10,125
Transaction expenses			3,784												3,784
Amortization of intangible assets			—			6			5			—			11
	Operating income		(13,075	)		6,579			3,014			—			(3,482	)
Interest expense			3,495			93			1,184			—			4,772
Equity in income of subsidiaries			9,872			—			—			(9,872	)		—
Foreign currency gain, net			—			3			3,237			—			3,240
Other income (expense)			—			(27	)		(57	)		—			(84	)
Income (loss) before income taxes			(6,698	)		6,462			5,010			(9,872	)		(5,098	)
Provision for income taxes			—			—			1,600			—			1,600
Net income (loss)		$	(6,698	)	$	6,462		$	3,410		$	(9,872	)	$	(6,698	)

F-35

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
For the six months ended June 30, 2002

		Predecessor
		Issuers			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations/ adjustments		Consolidated
		(Dollar amounts in thousands)
Net sales		$	—		$	122,694		$	51,497	$	—	$	174,191
Cost of sales			—			94,210			35,651		—		129,861
	Gross profit		—			28,484			15,846		—		44,330
Selling, administrative and product development expenses			(5	)		11,856			10,690		—		22,541
Amortization of intangible assets			—			6			7		—		13
	Operating income		5			16,622			5,149		—		21,776
Interest expense			5,439			347			2,071		—		7,857
Equity in loss of subsidiaries			(5,991	)		—			—		5,991		—
Foreign currency gain, net			—			—			6,914		—		6,914
Other income (expense)			—			(125	)		9		—		(116	)
Income (loss) before cumulative effect of accounting change and income taxes			(11,425	)		16,150			10,001		5,991		20,717
Cumulative effect of accounting change			—			(29,207	)		—		—		(29,207	)
Income (loss) before income taxes			(11,425	)		(13,057	)		10,001		5,991		(8,490	)
Provision for income taxes			—			—			2,935		—		2,935
Net income (loss)		$	(11,425	)	$	(13,057	)	$	7,066	$	5,991	$	(11,425	)

F-36

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2002

		Predecessor
		Issuers			Guarantor subsidiaries			Non- guarantor subsidiaries			Eliminations/ adjustments			Consolidated
Net sales		$	—		$	231,133		$	98,649		$	—		$	329,782
Cost of sales			—			180,421			70,095			—			250,516
	Gross profit		—			50,712			28,554			—			79,266
Selling, administrative and product development expenses			1,088			23,817			24,404			—			49,309
Amortization of intangible assets						109			13			—			122
	Operating income (loss)		(1,088	)		26,786			4,137			—			29,835
Interest (expense)			(11,310	)		(316	)		(4,281	)		—			(15,907	)
Equity in net (income) of subsidiaries			(776	)		—			—			776			—
Foreign currency gain			—			—			8,429			—			8,429
Other expense			—			340			180			—			520
Income before income taxes and cumulative effect of accounting change			11,622			26,130			8,105			(776	)		21,837
Provision for income taxes			—			—			(4,252	)		—			(4,252	)
Income (loss) before cumulative effect of accounting change			(11,622	)		26,130			3,853			(776	)		17,585
Cumulative effect of accounting change for goodwill impairment, net of tax			—			(29,207	)		—			—			(29,207	)
Net income (loss)		$	(11,622	)	$	(3,077	)	$	3,853		$	(776	)	$	(11,622	)

F-37

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2001

		Predecessor
		Issuers			Guarantor subsidiaries			Non- guarantor Subsidiaries			Eliminations/ adjustments			Consolidated
Net sales		$	—		$	223,662		$	90,373		$	—		$	314,035
Cost of sales			—			178,092			61,491			—			239,583
	Gross profit		—			45,570			28,882			—			74,452
Selling, administrative and product development expenses			247			24,822			19,700			—			44,769
Amortization of intangible assets			40			2,372			900			—			3,312
	Operating income (loss)		(287	)		18,376			8,282			—			26,371
Interest (expense)			(8,853	)		(2,533	)		(6,298	)		—			(17,684	)
Equity in net (income) of subsidiaries			(11,534	)		—			—			(11,534	)		—
Foreign currency (loss)			—			—			(4,948	)		—			(4,948	)
Other expense			—			543			200			—			743
Income (loss) before income taxes			2,394			15,300			(3,164	)		(11,534	)		2,996
Provision for income taxes			—			—			(602	)		—			(602	)
Net income (loss)		$	2,394		$	15,300		$	(3,766	)	$	(11,534	)	$	2,394

F-38

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2000

		Predecessor
		Issuers			Guarantor subsidiaries		Non- guarantor subsidiaries			Eliminations/ adjustments			Consolidated
Net sales		$	—		$	222,159	$	96,658		$	—		$	318,817
Cost of sales			—			173,230		65,860			—			239,090
	Gross profit		—			48,929		30,798			—			79,727
Selling, administrative and product development expenses			1,780			23,450		20,297			—			45,527
Amortization of intangible assets			40			2,347		910			—			3,297
	Operating income (loss)		(1,820	)		23,132		9,591			—			30,903
Interest expense			6,027			4,433		7,490			—			17,950
Equity in net (income) of subsidiaries			(15,640	)		—		—			15,640			—
Foreign currency loss			—			—		5,386			—			5,386
Other (income) expense			—			361		(309	)		—			52
Income (loss) before income taxes			7,793			18,338		(2,976	)		(15,640	)		7,515
Benefit for income taxes			—			—		278			—			278
Net income (loss)		$	7,793		$	18,338	$	(2,698	)	$	(15,640	)	$	7,793

F-39

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the period from April 15, 2003 through June 30, 2003

			Company
			Parent			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments		Consolidated
			(Dollar amounts in thousands)
Net cash provided by (used for) operating activities			$	300		$	(4,307	)	$	152		$	395		$	—	$	(3,460	)
Cash flows from investing activities:
	Acquisition of subsidiaries, net of cash acquired			(108,367	)		—			—			—			—		(108,367	)
Acquisition of property and equipment				—			—			(846	)		(1,215	)		—		(2,061	)
		Net cash used for investing activities		(108,367	)		—			(846	)		(1,215	)		—		(110,428	)
Cash flows from financing activities:
	Change in intercompany debt			7,733			(5,081	)		6,446			(9,098	)		—		—
	Proceeds from issuance of debt			55,000			150,000			88,916			53,617			—		347,533
	Debt issuance costs			(550	)		(4,668	)		(4,694	)		(1,462	)		—		(11,374	)
	Net decrease in revolving loan			—			—			2,154			98			—		2,252
	Repayment of debt			(55,000	)		(140,000	)		(92,211	)		(41,095	)		—		(328,306	)
	Issuance of membership units			100,900			—			—			—			—		100,900
		Net cash provided by (used for) financing activities		108,083			251			611			2,060			—		111,005
Effect of exchange rate changes				—			—			—			867			—		867
Net increase (decrease) in cash				16			(4,056	)		(83	)		2,107			—		(2,016	)
Cash at beginning of period				—			4,056			83			2,691			—		6,830
Cash at end of period			$	16		$	—		$	—		$	4,798		$	—	$	4,814

F-40

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
For the period from January 1, 2003 through April 15, 2003

			Predecessor
			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments		Consolidated
			(Dollar amounts in thousands)
Net cash provided by (used for) operating activities			$	(6,163	)	$	5,750		$	3,311		$	—	$	2,898
Cash flows from investing activities:
	Acquisition of property and equipment			—			(1,222	)		(1,290	)		—		(2,512	)
		Net cash used for investing activities		—			(1,222	)		(1,290	)		—		(2,512	)
Cash flows from financing activities:
	Change in intercompany debt			3,474			(4,495	)		1,021			—		—
	Net increase in revolving loan			6,426			—			—			—		6,426
	Repayment of debt			—			(27	)		(2,191	)		—		(2,218	)
	Distributions to members			(121	)		—			—			—		(121	)
		Net cash provided by (used for) financing activities		9,779			(4,522	)		(1,170	)		—		4,087
Effect of exchange rate changes				—			—			(296	)		—		(296	)
Net increase (decrease) in cash				3,616			6			555			—		4,177
Cash at beginning of period				440			77			2,136			—		2,653
Cash at end of period			$	4,056		$	83		$	2,691		$	—	$	6,830

F-41

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2002

			Predecessor
			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
Net cash provided by (used for) operating activities			$	(10,224	)	$	27,238		$	3,990		$	—		$	21,004
Cash flows from investing activities:
	Acquisition of property and equipment			—			(5,554	)		(9,800	)		—			(15,354	)
	Investment in Subsidiary			(7,000	)		—			—			7,000			—
		Net cash (used for) investing activities		(7,000	)		(5,554	)		(9,800	)		7,000			(15,354	)
Cash flows provided by (used for) financing activities:
	Change in intercompany debt			15,114			(20,510	)		5,396			—			—
	Net increase in revolving loan			5,572			—			—			—			5,572
	Repayment of debt			—			(1,099	)		(12,280	)		—			(13,379	)
	Borrowing of debt			—			—			5,637			—			5,637
	Issuance of Membership Units			—			—			7,000			(7,000	)		—
	Distributions to members			(3,356	)		—			—			—			(3,356	)
		Net cash provided by (used for) financing activities		17,330			(21,609	)		5,753			(7,000	)		(5,526	)
Effect of exchange rate changes				—			—			390			—			390
Net increase in cash				106			75			333			—			514
Cash at beginning of period				334			2			1,803			—			2,139
Cash at end of period			$	440		$	77		$	2,136		$	—		$	2,653

F-42

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2001

			Predecessor
			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments		Consolidated
Net cash provided by (used for) operating activities			$	(8,830	)	$	32,749		$	3,732		$	—	$	27,651
Cash flows from investing activities:
	Acquisition of property and equipment			—			(4,249	)		(3,331	)		—		(7,580	)
		Net cash used for investing activities		—			(4,249	)		(3,331	)		—		(7,580	)
Cash flows provided by (used for) financing activities:
	Change in intercompany debt			17,094			(29,144	)		12,050			—		—
	Net decrease in revolving loan			(8,341	)		—			—			—		(8,341	)
	Repayment of debt			—			—			(11,706	)		—		(11,706	)
	Collection on members notes receivable			59			—			—			—		59
	Borrowing of debt			—			400			—			—		400
	Distributions to members			(801	)		—			—					(801	)
		Net cash provided by (used for) financing activities		8,011			(28,744	)		344			—		(20,389	)
Effect of exchange rate changes				—			—			(858	)		—		(858	)
Net decrease in cash				(819	)		(244	)		(113	)		—		(1,176	)
Cash at beginning of period				1,153			246			1,916			—		3,315
Cash at end of period			$	334		$	2		$	1,803		$	—	$	2,139

F-43

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2000

			Predecessor
			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments		Consolidated
Net cash provided by (used for) operating activities			$	(5,585	)	$	22,146		$	4,855		$	—	$	21,416
Cash flows from investing activities:
	Acquisition of property and equipment			—			(7,699	)		(2,746	)		—		(10,445	)
	Acquisition of subsidiaries, net of cash acquired			—			(1,545	)		(1,259	)		—		(2,804	)
		Net cash used for investing activities		—			(9,244	)		(4,005	)		—		(13,249	)
Cash flows provided by (used for) financing activities:
	Change in intercompany debt			7,842			(18,125	)		10,283			—		—
	Net increase in revolving loan			11,343			—			—			—		11,343
	Repayment of debt			—			—			(13,878	)		—		(13,878	)
	Repurchase of membership units			(6,422	)		—			—			—		(6,422	)
	Collection on members notes receivable			65			—			—			—		65
	Distributions to members			(6,090	)		—			—			—		(6,090	)
		Net cash provided by (used for) financing activities		6,738			(18,125	)		(3,595	)		—		(14,982	)
Effect of exchange rate changes				—			—			1,412			—		1,412
Net increase (decrease) in cash				1,153			(5,223	)		(1,333	)		—		(5,403	)
Cash at beginning of period				—			5,469			3,249			—		8,718
Cash at end of period			$	1,153		$	246		$	1,916		$	—	$	3,315

14. Subsequent Event (unaudited)

        On April 15, 2003, substantially all of the equity interests of AAS were acquired by CHP IV, a private-equity investment fund organized and managed by Castle Harlan, a leading private equity firm.

        The consideration paid at or shortly after the closing of the acquisition consisted of approximately $260 million, approximately $168 million of which was used to repay or defease certain of our indebtedness at the time of the acquisition and approximately $92 million (inclusive of subordinated promissory notes) of which was used for the closing purchase price of the equity interests of AAS. The cash purchase price payable to the sellers is subject to an adjustment based on working capital at the acquisition closing date. In July 2003, CHAAS Holdings delivered to the sellers a statement indicating that our adjusted working capital, derived from the audit of specified items of our balance sheet, was $58.655 million at closing of the acquisition. Subject to the right of the sellers to object to this determination, we will be obligated to make a payment of $3,655 to the sellers, plus 6% interest per annum from the closing date of the acquisition.

F-44

        On May 23, 2003, the Company sold $150,000 of its Senior Notes due June 15, 2011 ("Senior Notes"). Interest on the Senior Notes accrues at a rate of 10³/4% per anum and is paid semiannually on June 15 and December 15 each year. The first interest payment is due December 15, 2003. The Senior Notes are unsecured and rank peri passu with existing and future senior debt of the Company. Prior to June 15, 2006, the Company, at its option, may redeem up to 35% of the Senior Notes with the proceeds of from one or more public equity offerings at a price equal to 110.75% of the principal amount of the notes being redeemed. Upon the occurrence of a change in control of the Company, as defined by the indenture, the Company is required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes. The indenture places certain limits on the Company, the most restrictive of which include the restriction on the incurrence of additional indebtedness by the Company, the payment of dividends on and redemption of capital of the Company, the redemption of certain subordinated obligations, investments, sales of assets and stock of certain subsidiaries, transaction with affiliates, consolidations, mergers and transfers of all or substantially all of the Company's assets.

        On April 15, 2003, the Company entered into a new credit facility consisting of a revolving credit facility and term loans as follows: (1) a revolving credit facility comprised of (a) a $29.7 million U.S. revolving credit facility and (b) a 9.6 million European Euros revolving credit facility; (2) a term loan A facility comprised of (a) a $29.7 million U.S. term loan A and (b) a 9.6 European Euros term loan A; and (3) a term loan B comprised of (a) a $48.2 million U.S. term loan B and (b) a 15.6 million European Euros term loan B. The Company used a portion of the proceeds from the sale of our $150 million Senior Notes offering to (I) repay our U.S. term loan A, (ii) repay our U.S. term loan B and (iii) repay a portion of our European term loan B, together with interest accrued thereon. In addition, upon consummation of the offering, our revolving credit facility was increased to a $35 million U.S. revolving credit facility and a 15 million European Euro revolving credit facility.

        On April 15, 2003, a convertible senior subordinated bridge note in the principal amount of $55 million was issued to CHP IV by Valley and SportRack. We to use a portion of the proceeds from the sale of our $150 million Senior Notes offering to fully repay the bridge note, together with accrued interest thereon. The interest rate on the bridge note was 12% per annum.

        On April 15, 2003, subordinated promissory notes in an aggregate principal amount of $10.0 million were issued to the sellers by Valley and SportRack. The interest rate on the subordinated promissory notes in 12% per annum until maturity, subject to certain exceptions. Accrued interest is not payable in cash but is capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of our $150 million Senior Notes, subject to certain exceptions.

        On May 16, 2003, we redeemed all of our then outstanding 9³/4% Senior Subordinated Notes due 2007 at the optional redemption price of 104⁷/8% of the principal amount thereof plus accrued interest. Upon consummation of the acquisition of the Prececessor, we deposited funds in escrow sufficient to effect a covenant defeasance of the senior subordinated notes and to consummate the redemption through the redemption date. The amount of the redemption, which includes accrued interest and premiums, was $132.6 million.

        On April 15, 2003 in conjunction with the Acquisition the Company sold 100 of its voting units to CHAAS Holdings, LLC for $100,900 in cash.

F-45

PROSPECTUS DATED                        , 2003

$150,000,000
Advanced Accessory Systems, LLC
AAS Capital Corporation
Offer to Exchange

10³/4% Senior Notes due 2011, Series B
for any and all outstanding
10³/4% Senior Notes due 2011, Series A

PROSPECTUS

The issuers have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or the issuers' solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or the affairs of our company have not changed since the date hereof.

Until                    , 2003 (90 days from the date of this prospectus), all dealers effecting transactions in the securities, whether or not participating in this exchange offer, may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Indemnification Under the Delaware Limited Liability Company Act

        AAS, a co-issuer of the New Notes, and AAS Acquisitions, LLC, CHAAS Acquisitions, LLC, SportRack, LLC, Valley Industries LLC, and ValTek, LLC, each a guarantor of the New Notes, are limited liability companies organized under the laws of the State of Delaware. Section 18-108 of the Delaware Limited Liability Company Act, or the Delaware Act, provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

Indemnification Under the Operating Agreements of AAS, Certain Guarantors and the By-laws of ValTek, LLC

        The operating agreements of AAS, AAS Acquisitions, LLC, SportRack, LLC, and Valley Industries LLC, and the by-laws of ValTek, LLC, each provide that persons covered under Section 18-108 of the Delaware Act will be indemnified and held harmless to the fullest extent of the Delaware Act for all expenses reasonably incurred or suffered by an indemnitee, excluding indemnification for acts or omissions involving actual fraud or willful misconduct or any transaction from which such indemnitee derived an improper personal benefit. The right to indemnification, including expenses incurred in defense of a proceeding in advance of its final disposition, and the right to such advancement of expenses is a contract right, which will continue as to an indemnitee who has ceased to be a managing member, officer, employee or agent, and will inure to the benefit of the indemnitee's heirs, executors and administrators. Indemnification rights are not exclusive of other rights that a person has or may acquire via statute, agreement, vote of managing member, or otherwise. Each operating agreement also provides for maintenance of insurance by the respective company to protect itself and any managing member, officer, employee or agent of the company or another limited liability company whether or not the company would have the power to indemnify such person under the Delaware Act. Each company may from time to time grant rights to indemnification and to advancement of expenses to any employee or agent of the company to the fullest extent of the provisions encompassed in its operating agreement with respect to the indemnification and advancement of expenses of the managing member and officers of the company.

        The operating agreement of CHAAS Acquisitions, LLC provides that no manager or officer shall be liable to the company or the members for the mistakes of any manager or officer in judgment or for losses due to any act or omission (except to the extent that the mistake, action or inaction was caused by willful misconduct, bad faith or gross negligence) or for losses due to the conduct of any independent contractor selected, engaged or retained and continued by the board of managers or any officer in good faith. No manager or officer shall be liable for and the company shall hold a manager or officer harmless from all liabilities and claims arising from the performance by any manager or officer of duties in conformance with the terms of the operating agreement. Actions or omissions taken or suffered by a manager or officer in good faith in reliance and accordance with the written opinion or advice of legal counsel or accountants (if selected with reasonable care) shall be full protection and justification with respect to the action or omission. Notwithstanding section 18-303 of the Delaware Act, if a manager or officer should become liable under the judgment, decree or order of a court or in any other manner for a debt, obligation or liability of the company, then the company shall indemnify and hold harmless such member or officer to the extent that such liability related to or arose out of any action or transaction taken or effected by a manager or officer under the terms of the operating agreement, or any action or transaction which a manager or officer failed to take or effect as obligated

II-1

under the terms of the operating agreement. No member, manager or officer will be personally liable for the return of all or any part of a member's capital contribution, and such return or payment shall be made solely from the company's assets pursuant to the operating agreement. The company has agreed to indemnify and hold harmless all employees, and agents of the company, all officers, directors, employees and agents of any subsidiary of the company (to the extent not provided by any such subsidiary) to the fullest extent permitted by applicable law and in accordance with Section 4.3(a) of its operating agreement.

Indemnification Under the Delaware General Corporation Law

        AAS Capital Corporation, a co-issuer of the New Notes, is a corporation incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. In addition, the Delaware General Corporation Law does not permit indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. The Delaware General Corporation Law also allows a corporation to provide for the elimination or limit of the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director

(1)

for any breach of the director's duty of loyalty to the corporation or its stockholders,

(2)

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(3)

for unlawful payments of dividends or unlawful stock purchases or redemptions, or

(4)

for any transaction from which the director derived an improper personal benefit.

        These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

Indemnification Under the By-Laws of AAS Capital Corporation

        The by-laws of AAS Capital Corporation provide that directors will not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. Further, without limitation of the rights conferred under the DGCL, each person party

II-2

to any threatened, pending or completed action by reason of past or present position as a director, officer or employee of the corporation or past or present service at the request thereof as a director, officer or employee, whether the basis of such proceeding is such person's action in an official or unofficial capacity, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the DGCL. Such indemnification shall continue as to an indemnitee who has ceased to be a director, officer or employee, and shall inure to the benefit of the indemnitee's heirs, testators, intestates, executors and administrators provided the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In the course of such action or proceeding, such person must not have been deemed liable to the corporation unless a court having jurisdiction determines that such person is fairly and reasonably entitled to indemnification. Any such indemnitee will only be indemnified by the corporation in connection with proceedings initiated by the indemnitee if the proceeding was approved by the board of directors of the corporation. The indemnification right is a contractual right, and includes the right to advance payment of expenses incurred in defending any such proceeding in advance of its final disposition, provided, if the DGCL so requires, an undertaking is delivered to the corporation by or on behalf of such indemnitee to repay all amounts so advanced if it should ultimately be determined that by any final judicial decision that such indemnitee is not entitled to be indemnified for such expenses. If a claim brought under the indemnification provisions is not paid by the corporation within 60 days of receipt of a written claim, or 20 days if the claim is for advancement of expenses, the indemnitee may at any time thereafter bring suit against the corporation to recover the amount of the claim, and the indemnitee will be further entitled to be paid the expense of prosecuting or defending such suit. In any suit on the part of the corporation to recover expenses advanced to an indemnitee, the corporation will be entitled to recovery of such expenses upon a finding that the indemnitee has not met the applicable standard of conduct set forth in the DGCL. The burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, is on the corporation. The rights to indemnification and to the advancement of expenses conferred in the by-laws are not exclusive of any other right which any person may have or may acquire under any statute, the charter, agreement, vote of stockholders or disinterested directors or otherwise.

II-3

Item 21. Exhibits and Financial Statement Schedules.

        (a) Exhibits

Exhibit Number	Description
1.1*	Purchase Agreement, dated as of May 20, 2003, among AAS, AAS Capital Corporation and the Initial Purchasers*
3.1	Amended and Restated Certificate of Formation of AAS.	(A)
3.2*	Fourth Amended and Restated Operating Agreement of AAS
3.3	Certificate of Incorporation of AAS Capital Corporation.	(A)
3.4	By-laws of AAS Capital Corporation.	(A)
3.5*	Certificate of Formation of CHAAS Acquisitions, LLC
3.6*	Operating Agreement of CHAAS Acquisitions, LLC
3.7*	Certificate of Formation of AAS Acquisitions, LLC
3.8*	Operating Agreement of AAS Acquisitions, LLC
3.9*	Certificate of Formation of Valley Industries, LLC
3.10*	Operating Agreement of Valley Industries, LLC
3.11*	Amendment No. 1 to the Operating Agreement of Valley Industries, LLC
3.12*	Bylaws of Valley Industries, LLC
3.13*	Certificate of Formation of MTA Acquisition, LLC
3.14*	Operating Agreement of AAS, LLC
3.15*	Amendment No. 1 to the Operating Agreement of SportRack, LLC
3.16*	Bylaws of AAS, LLC
3.17*	Certificate of Formation of ValTek, LLC
3.18*	Operating Agreement of ValTek, LLC
3.19*	Bylaws of ValTek, LLC
4.1*	Indenture dated as of May 23, 2003 among AAS and AAS Capital Corporation, as Issuers, the Guarantors and BNY Midwest Trust Company, as Trustee
4.2*	Form of 103/4% Senior Notes due 2011 (included in Exhibit 4.1)
4.3*	Registration Rights Agreement, dated May 23, 2003, among AAS, AAS Capital Corporation, the Guarantors and the Initial Purchasers
4.4*	Form of Guarantee (included in Exhibit 4.1)
5.1*	Opinion of Schulte Roth & Zabel LLP
10.1*	Securities Purchase Agreement, dated as of April 15, 2003 among AAS, the holders of issued and outstanding equity interest, as Sellers, J.P. Morgan Partners (23A SBIC), L.L.C., as Sellers' Representative, and CHAAS Acquisitions, as Buyer

II-4

10.2*	Amended and Restated Credit Agreement dated as of May 23, 2003 among SportRack, LLC, Valley Industries, LLC, and Brink B.V. as Borrowers, Antares Capital Corporation as Co-Lead Arranger, Syndication Agent and a Lender, Merril Lynch Capital as Document Agent and a Lender, General Electric Capital Corporation, as Agent, Co-Lead Arranger and a Lender
10.3*	Security Agreement, dated as of April 15, among CHAAS Acquisitions, LLC, AAS, Valley Industries, LLC, SportRack, LLC, AAS Capital Corporation, ValTek, LLC, AAS Acquisitions, LLC, Grantors, and General Electric Capital Corporation, as Agent for Lenders
10.4*	Form of Pledge Agreement
10.5*	Form of Subordinated Promissory Note issued by SportRack, LLC and Valley Industries, LLC under the SPA dated April 15, 2003
10.6*	Form of Subordinated Guarantee for the Subordinated Promissory Note.
10.7*	Executive Employment Agreement, dated April 15, 2003 between Terence C. Seikel and CHAAS Acquisitions, LLC
10.8*	Executive Employment Agreement, dated April 15, 2003 between Richard E. Borghi and CHAAS Acquisitions, LLC
10.9*	Executive Employment Agreement, dated April 15, 2003 between Bryan Fletcher and CHAAS Acquisitions, LLC
10.10*	Management Agreement dated April 15, 2003 among Castle Harlan, Inc., AAS and CHAAS Acquisitions, LLC
12.1*	Statement re: computation of ratios
21.1*	List of subsidiaries of the Company
23.1*	Consent of PricewaterhouseCoopers LLP
23.2*	Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1)
24	Power of Attorney (included on Signature Page of initial filing)	(A)
25*	Statement of Eligibility and Qualification on Form T-1 of BNY Midwest Trust Company of Chicago, as Trustee
99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery for Outstanding 103/4% Senior Notes due 2011, Series A, in exchange for 103/4% Senior Notes due 2011, Series B

*

Filed herewith

(A)

Previously filed as an exhibit to AAS' Registration Statement on Form S-4 (File No. 333-49011) filed, March 31, 1998

II-5

(b)

Financial Statement Schedules

ADVANCED ACCESSORY SYSTEMS, LLC—
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2002, 2001 and 2000,
(Dollar amounts in thousands)

				Additions
		Balance at beginning of period		Charged to costs and expenses			Charged to other accounts(1)			Write-offs			Balance at end of period
Allowance for doubtful accounts
For the year ended December 31,     2002		$	1,788	$	245		$	120		$	296		$	1,857
	2001		2,140		818			(41	)		1,129			1,788
	2000		4,997		(1,887	)		(41	)		929			2,140
Allowance for inventory and lower of cost or market reserve
For the year ended December 31,     2002		$	2,828	$	1,284		$	157		$	1,359		$	2,910
	2001		2,540		1,688			(140	)		1,260			2,828
	2000		3,217		1,021			173			1,871			2,540
Allowance for reimbursable tooling
For the year ended December 31,     2002		$	816	$	672		$	—		$	(100	)	$	1,588
	2001		414		1,063			—			661			816
	2000		541		266			—			393			414
Allowance for deferred tax assets
For the year ended December 31,     2002		$	5,739	$	(2,970	)	$	30		$	—		$	2,799
	2001		4,945		1,023			(229	)		—			5,739
	2000		5,258		(86	)		(227	)		—			4,945

(1)

Charges to other accounts include amounts related to acquired companies and the effects of changing foreign currency exchange rates for the Company's foreign subsidiaries.

II-6

Item 22. Undertakings.

        The undersigned Registrants hereby undertake:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement, or the most recent post-effective amendment thereof, which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned Registrants hereby undertake that:

(1)

Prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)

Every prospectus: (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

II-7

        The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by then is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Advanced Accessory Systems, LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling Heights, State of Michigan, on the 9th day of September, 2003.

	ADVANCED ACCESSORY SYSTEMS, LLC
Date: September 9, 2003	By:	/s/  TERENCE C. SEIKEL Name: Terence C. Seikel Title:    Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Terence C. Seikel and Barry G. Steele, and each of them severally (with full power to act alone) as the true and lawful attorney-in-fact and agent for the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute and substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  TERENCE C. SEIKEL Terence C. Seikel	Chief Executive Officer and Manager	September 9, 2003
/s/  BARRY G. STEELE Barry G. Steele	Chief Financial Officer, Secretary and Treasurer	September 9, 2003
CHAAS ACQUISITIONS, LLC	Managing Member

By:
/s/  TERENCE C. SEIKEL Name: Terence C. Seikel
Title:    President & CEO

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAS Capital Corporation has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling Heights, State of Michigan, on the 9th day of September, 2003.

	AAS CAPITAL CORPORATION
Date: September 9, 2003	By:	/s/  BARRY G. STEELE Name: Barry G. Steele Title:    Chairman, Chief Executive Officer, Secretary and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  BARRY G. STEELE Barry G. Steele	Chairman, Chief Executive Officer, Secretary, Treasurer and Director	September 9, 2003
/s/  PAULETTE BRINKER Paulette Brinker	Assistant Treasurer	September 9, 2003

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, CHAAS Acquisitions, LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 9th day of September, 2003.

	CHAAS ACQUISITIONS, LLC
Date: September 9, 2003	By:	/s/  TERENCE C. SEIKEL Name: Terence C. Seikel Title:    President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  TERENCE C. SEIKEL Terence C. Seikel	President, Chief Executive Officer and Manager	September 9, 2003
/s/  BARRY G. STEELE Barry G. Steele	Controller	September 9, 2003
* John K. Castle	Manager	September 9, 2003
* Marcel Fournier	Manager	September 9, 2003
* William Pruellage	Manager	September 9, 2003

*By:
/s/  TERENCE C. SEIKEL Terence C. Seikel
Attorney-in-fact

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, SportRack, LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling Heights, State of Michigan, on the 9th day of September, 2003.

	SPORTRACK, LLC
Date: September 9, 2003	By:	/s/  TERENCE C. SEIKEL Name: Terence C. Seikel Title:    Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  TERENCE C. SEIKEL Terence C. Seikel	Chief Executive Officer and Manager	September 9, 2003
/s/  RICHARD E. BORGHI Richard E. Borghi	President and Chief Operating Officer	September 9, 2003
/s/  BARRY G. STEELE Barry G. Steele	Secretary and Treasurer	September 9, 2003

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, ValTek, LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling Heights, State of Michigan, on the 9th day of September, 2003.

	VALTEK, LLC
Date: September 9, 2003	By:	/s/  TERENCE C. SEIKEL Name: Terence C. Seikel Title:    Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  TERENCE C. SEIKEL Terence C. Seikel	Chief Executive Officer and Manager	September 9, 2003
/s/  BARRY G. STEELE Barry G. Steele	Secretary and Treasurer	September 9, 2003

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Valley Industries, LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling Heights, State of Michigan, on the 9th day of September, 2003.

	VALLEY INDUSTRIES, LLC
Date: September 9, 2003	By:	/s/  TERENCE C. SEIKEL Name: Terence C. Seikel Title:    Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  TERENCE C. SEIKEL Terence C. Seikel	Chief Executive Officer and Manager	September 9, 2003
/s/  BARRY G. STEELE Barry G. Steele	Secretary and Treasurer	September 9, 2003

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAS Acquisitions, LLC has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 9th day of September, 2003.

	AAS ACQUISITIONS, LLC
Date: September 9, 2003	By:	/s/  MARCEL FOURNIER Name: Marcel Fournier Title:    President

        Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  MARCEL FOURNIER Marcel Fournier	President	September 9, 2003
/s/  HOWARD WEISS Howard Weiss	Vice President and Treasurer	September 9, 2003
CHAAS ACQUISITIONS, LLC	Managing Member

By:
/s/  TERENCE C. SEIKEL Name: Terence C. Seikel
Title:    President & CEO

II-15

EXHIBIT INDEX

Exhibit Number	Description
1.1*	Purchase Agreement, dated as of May 20, 2003, among AAS, LLC, AAS Capital Corporation and the Initial Purchasers*
3.1	Amended and Restated Certificate of Formation of AAS.	(A)
3.2*	Fourth Amended and Restated Operating Agreement of AAS
3.3	Certificate of Incorporation of AAS Capital Corporation.	(A)
3.4	By-laws of AAS Capital Corporation.	(A)
3.5*	Certificate of Formation of CHAAS Acquisitions, LLC
3.6*	Operating Agreement of CHAAS Acquisitions, LLC
3.7*	Certificate of Formation of AAS Acquisitions, LLC
3.8*	Operating Agreement of AAS Acquisitions, LLC
3.9*	Certificate of Formation of Valley Industries, LLC
3.10*	Operating Agreement of Valley Industries, LLC
3.11*	Amendment No. 1 to the Operating Agreement of Valley Industries, LLC
3.12*	Bylaws of Valley Industries, LLC
3.13*	Certificate of Formation of MTA Acquisition, LLC
3.14*	Operating Agreement of AAS, LLC
3.15*	Amendment No. 1 to the Operating Agreement of SportRack, LLC
3.16*	Bylaws of AAS, LLC
3.17*	Certificate of Formation of ValTek, LLC
3.18*	Operating Agreement of ValTek, LLC
3.19*	Bylaws of ValTek, LLC
4.1*	Indenture dated as of May 23, 2003 among AAS and AAS Capital Corporation, as Issuers, the Guarantors and BNY Midwest Trust Company, as Trustee
4.2*	Form of 103/4% Senior Notes due 2011 (included in Exhibit 4.1)
4.3*	Registration Rights Agreement, dated May 23, 2003, among AAS, AAS Capital Corporation the Guarantors and the Initial Purchasers
4.4*	Form of Guarantee (included in Exhibit 4.1)
5.1*	Opinion of Schulte Roth & Zabel LLP
10.1*	Securities Purchase Agreement, dated as of April 15, 2003 among AAS, the holders of issued and outstanding equity interest, as Sellers, J.P. Morgan Partners (23A SBIC), L.L.C., as Sellers' Representative, and CHAAS Acquisitions, as Buyer
10.2*	Amended and Restated Credit Agreement dated as of May 23, 2003 among SportRack, LLC, Valley Industries, LLC, and Brink B.V. as Borrowers, Antares Capital Corporation as Co-Lead Arranger, Syndication Agent and a Lender, Merril Lynch Capital as Document Agent and a Lender, General Electric Capital Corporation, as Agent, Co-Lead Arranger and a Lender
10.3*	Security Agreement, dated as of April 15, among CHAAS Acquisitions, LLC, AAS, LLC, Valley Industries, LLC, SportRack, LLC, AAS Capital Corporation, ValTek, LLC, AAS Acquisitions, LLC, Grantors, and General Electric Capital Corporation, as Agent for Lenders
10.4*	Form of Pledge Agreement

10.5*	Form of Subordinated Promissory Note issued by SportRack, LLC and Valley Industries, LLC under the SPA dated April 15, 2003
10.6*	Form of Subordinated Guarantee for the Subordinated Promissory Note.
10.7*	Executive Employment Agreement, dated April 15, 2003 between Terence C. Seikel and CHAAS Acquisitions, LLC
10.8*	Executive Employment Agreement, dated April 15, 2003 between Richard E. Borghi and CHAAS Acquisitions, LLC
10.9*	Executive Employment Agreement, dated April 15, 2003 between Bryan Fletcher and CHAAS Acquisitions, LLC
10.10*	Management Agreement dated April 15, 2003 among Castle Harlan, Inc., AAS and CHAAS Acquisitions, LLC
12.1*	Statement re: computation of ratios
21.1*	List of subsidiaries of the Company
23.1*	Consent of PricewaterhouseCoopers LLP
23.2*	Consent of Schulte Roth & Zabel LLP (incorporated by reference in Exhibit 5.1)
24	Power of Attorney (included on Signature Page of initial filing)
25*	Statement of Eligibility and Qualification on Form T-1 of BNY Midwest Trust Company of Chicago, as Trustee
99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery for Outstanding 103/4% Senior Notes due 2011, Series A, in exchange for 103/4% Senior Notes due 2011, Series B

*

Filed herewith

(A)

Previously filed as an exhibit to AAS' Registration Statement on Form S-4 (File No.: 333-49011) filed, March 31, 1998

QuickLinks

TABLE OF CONTENTS
INFORMATION ABOUT THE TRANSACTION
PROSPECTUS SUMMARY
Our Company
THE EXCHANGE OFFER
SUMMARY TERMS OF NEW NOTES
Summary Consolidated Historical and Unaudited Pro Forma Financial Data
RISK FACTORS
Risks Relating to Our Indebtedness
Risks Relating to the New Notes
Risks Relating to Our Business
MARKET SHARE, RANKING AND OTHER DATA
FORWARD-LOOKING STATEMENTS
TRADEMARKS AND TRADE NAMES
THE ACQUISITION
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For the Year Ended December 31, 2002 (Dollars in thousands)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) For the Six Months Ended June 30, 2003 (Dollars in thousands)
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE EXCHANGE OFFER
For information by Telephone: (212) 815-3738
By Facsimile Transmission: (212) 298-1915 (Telephone Confirmation) (212) 815-3738
BUSINESS
MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF MATERIAL INDEBTEDNESS
DESCRIPTION OF THE NEW NOTES
MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
CHAAS ACQUISITIONS, LLC INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands)
ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Dollar amounts in thousands)
ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands)
ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (Dollar amounts in thousands)
ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in thousands, except unit related data)
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) June 30, 2003
CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2002
CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2001
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) For the period from April 15, 2003 through June 30, 2003
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) For the Period from January 1, 2003 through April 14, 2003
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED) For the six months ended June 30, 2002
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the year ended December 31, 2002
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the year ended December 31, 2001
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS For the year ended December 31, 2000
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) For the period from April 15, 2003 through June 30, 2003
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) For the period from January 1, 2003 through April 15, 2003
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the year ended December 31, 2002
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the year ended December 31, 2001
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the year ended December 31, 2000
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
ADVANCED ACCESSORY SYSTEMS, LLC— SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2002, 2001 and 2000, (Dollar amounts in thousands)
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT INDEX

EX-1.1

                                                                     EXHIBIT 1.1

                         ADVANCED ACCESSORY SYSTEMS, LLC

                             AAS CAPITAL CORPORATION

                                  $ 150,000,000
                          10 3/4% SENIOR NOTES DUE 2011

                               PURCHASE AGREEMENT

                                                                    May 20, 2003

DEUTSCHE BANK SECURITIES INC.
CREDIT SUISSE FIRST BOSTON LLC
c/o Deutsche Bank Securities Inc.
    31 West 52nd Street
    New York, New York 10019

Ladies and Gentlemen:

          Advanced Accessory Systems, LLC, a Delaware limited liability company
(the "COMPANY"), AAS Capital Corporation, a Delaware corporation ("AASC," and
together with the Company, the "ISSUERS"), and each of CHAAS Acquisitions, LLC,
the direct holding company of the Company (the "PARENT"), and the other
subsidiaries of Parent listed on the signature pages hereof (other than the
Company and AASC, each a "SUBSIDIARY GUARANTOR" and, together with the Parent,
the "GUARANTORS") hereby confirm their agreement with you (the "INITIAL
PURCHASERS"), as set forth below.

          1.       THE SECURITIES. Subject to the terms and conditions herein
contained, the Issuers propose to issue and sell to the Initial Purchasers
$150,000,000 aggregate principal amount of their 10 3/4% Senior Notes due 2011
(the "NOTES"). The Notes will be unconditionally guaranteed (collectively the
"GUARANTEES") on a senior basis by each of the Guarantors. The Notes and the
Guarantees are collectively referred to herein as the "Securities." The
Securities are to be issued under an indenture (the "INDENTURE") to be dated as
of May 23, 2003 by and among the Issuers, the Guarantors and BNY Trust Midwest
Company, as Trustee (the "TRUSTEE").

          The Securities will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the
"ACT"), in reliance on exemptions therefrom.



                                       -2-

          In connection with the sale of the Securities, the Issuers have
prepared a preliminary offering memorandum dated May 8, 2003 (the "PRELIMINARY
MEMORANDUM") and a final offering memorandum dated May 20, 2003 (the "FINAL
MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein
being referred to as a "MEMORANDUM") setting forth or including a description of
the terms of the Notes, the terms of the offering of the Securities, a
description of the Parent and its subsidiaries (including the Issuers) and any
material developments relating to the Parent and its subsidiaries (including the
Issuers) occurring after the date of the most recent historical financial
statements included therein.

          The Initial Purchasers and their direct and indirect transferees of
the Securities will be entitled to the benefits of the Registration Rights
Agreement, substantially in the form attached hereto as EXHIBIT A (the
"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers and the
Guarantors have agreed, among other things, to file a registration statement
(the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the
"COMMISSION") registering the Notes or the Exchange Notes (as defined in the
Registration Rights Agreement) under the Act.

          In connection with the offering of the Securities, the Issuers and the
Guarantors will amend and restate (the "AMENDMENT") the credit agreement, dated
as of April 15, 2003, by and among SportRack, LLC, Valley Industries, LLC, Brink
B.V., the other persons as designated as "Credit Parties" on the signature pages
thereof, the financial institutions party thereto as Lenders, including without
limitation, Antares Capital Corporation, Merrill Lynch Capital, and General
Electric Capital Corporation (the "CREDIT AGREEMENT").

          2.       REPRESENTATIONS AND WARRANTIES. The Issuers and each of the
Guarantors, jointly and severally, represent to and warrant to and agree with
each of the Initial Purchasers that:

          (a)      Neither the Preliminary Memorandum as of the date thereof nor
     the Final Memorandum nor any amendment or supplement thereto as of the date
     thereof and at all times subsequent thereto up to the Closing Date (as
     defined in Section 3 below) contained or contains any untrue statement of a
     material fact or omitted or omits to state a material fact necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading, except that the representations and
     warranties set forth in this Section 2(a) do not apply to statements or
     omissions made in reliance upon and in conformity with information relating
     to any of the Initial Purchasers furnished to the Issuers in writing by the
     Initial Purchasers expressly for use in the Preliminary Memorandum, the
     Final Memorandum or any amendment or supplement thereto.

          (b)      As of the Closing Date the Parent will have the issued and
     outstanding capitalization set forth in the Final Memorandum; all of the
     subsidiaries of the Parent are listed in SCHEDULE 2 attached hereto (each,
     a "SUBSIDIARY" and collectively, the



                                       -3-

     "SUBSIDIARIES"); all of the outstanding shares of capital stock of the
     Subsidiaries that are corporations have been, and as of the Closing Date
     will be, duly authorized and validly issued, are fully paid and
     nonassessable and were not issued in violation of any preemptive or similar
     rights; all of the outstanding equity interests of the Parent and each
     Subsidiary that is a limited liability company have been, and as of the
     Closing Date will be, issued without any obligation to make additional
     capital contributions and in accordance with the applicable limited
     liability company law, and were not issued in violation of any preemptive
     or similar rights; as of the Closing Date, all of the outstanding equity
     interests of the Parent and of each of the Subsidiaries will be free and
     clear of all liens, encumbrances, equities and claims or restrictions on
     transferability (other than those imposed by the Act and the securities or
     "Blue Sky" laws of certain jurisdictions and those imposed by the Credit
     Agreement) or voting; except as set forth in the Final Memorandum, there
     are no (i) options, warrants or other rights to purchase, (ii) agreements
     or other obligations to issue or (iii) other rights to convert any
     obligation into, or exchange any securities for, shares of capital stock of
     or equity interests in the Parent or any of the Subsidiaries outstanding.
     Except for the Subsidiaries or as disclosed in the Final Memorandum, the
     Parent does not own, directly or indirectly, any shares of capital stock or
     any other equity or long-term debt securities or have any equity interest
     in any firm, partnership, joint venture or other entity.

          (c)      Each of the Issuers and the Guarantors is duly incorporated
     or formed, as the case may be, validly existing and in good standing under
     the laws of its respective jurisdiction of incorporation or formation and
     has all requisite corporate or limited liability company power and
     authority to own its properties and conduct its business as now conducted
     and as described in the Final Memorandum; each of the Parent and the
     Subsidiaries is duly qualified to do business as a foreign corporation or
     partnership or limited liability company in good standing in all other
     jurisdictions where the ownership or leasing of its properties or the
     conduct of its business requires such qualification, except where the
     failure to be so qualified would not, individually or in the aggregate,
     have a material adverse effect on the business, condition (financial or
     otherwise), prospects or results of operations of the Parent and the
     Subsidiaries, taken as a whole (any such event, a "MATERIAL ADVERSE
     EFFECT").

          (d)      The Issuers have all requisite corporate or limited liability
     company power and authority to execute, deliver and perform each of its
     obligations under the Notes, the Exchange Notes and the Private Exchange
     Notes (as defined in the Registration Rights Agreement). The Notes, when
     issued, will be in the form contemplated by the Indenture. The Notes, the
     Exchange Notes and the Private Exchange Notes have each been duly and
     validly authorized by the Issuers and, when executed by the Issuers and
     authenticated by the Trustee in accordance with the provisions of the
     Indenture and, in the case of the Notes, when delivered to and paid for by
     the Initial Purchasers in accordance with the terms of this Agreement, will
     constitute valid and le-



                                       -4-

     gally binding obligations of the Issuers, entitled to the benefits of the
     Indenture, and enforceable against the Issuers in accordance with their
     terms, except that the enforcement thereof may be subject to (i)
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, and (ii) general principles of equity and the discretion
     of the court before which any proceeding therefor may be brought.

          (e)      Each of the Guarantors has all requisite corporate or limited
     liability company power and authority to execute, deliver and perform each
     of its obligations under the Guarantees and the guarantees of the Exchange
     Notes and the Private Exchange Notes. The Guarantees, when issued, will be
     in the form contemplated by the Indenture. The Guarantees and the
     guarantees of the Exchange Notes and the Private Exchange Notes have been
     duly and validly authorized by each of the Guarantors and, when executed by
     each of the Guarantors (and when the Notes, the Exchange Notes or the
     Private Exchange Notes, as the case may be, are authenticated by the
     Trustee in accordance with the provisions of the Indenture), will have been
     duly executed, issued and delivered and will constitute valid and legally
     binding obligations of the Guarantors, entitled to the benefits of the
     Indenture and enforceable against the Guarantors in accordance with their
     terms, except that the enforcement thereof may be subject to (i)
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, and (ii) general principles of equity and the discretion
     of the court before which any proceeding therefor may be brought.

          (f)      Each of the Issuers and the Guarantors has all requisite
     corporate or limited liability company power and authority to execute,
     deliver and perform its obligations under the Indenture. The Indenture
     meets the requirements for qualification under the Trust Indenture Act of
     1939, as amended (the "TIA"). The Indenture has been duly and validly
     authorized by the Issuers and each of the Guarantors and, when executed and
     delivered by the Issuers and the Guarantors (assuming the due
     authorization, execution and delivery by the Trustee), will constitute a
     valid and legally binding agreement of the Issuers and each of the
     Guarantors, enforceable against the Issuers and the Guarantors in
     accordance with its terms, except that the enforcement thereof may be
     subject to (i) bankruptcy, insolvency, reorganization, fraudulent
     conveyance, moratorium or other similar laws now or hereafter in effect
     relating to creditors' rights generally and (ii) general principles of
     equity and the discretion of the court before which any proceeding therefor
     may be brought.

          (g)      Each of the Issuers and the Guarantors has all requisite
     corporate or limited liability company power and authority to execute,
     deliver and perform its obligations under the Registration Rights
     Agreement. The Registration Rights Agreement has been duly and validly
     authorized by the Issuers and each of the Guarantors and,



                                       -5-

     when executed and delivered by the Issuers and each of the Guarantors
     (assuming the due authorization, execution and delivery by the Initial
     Purchasers), will constitute a valid and legally binding agreement of the
     Issuers and each of the Guarantors enforceable against the Issuers and each
     of the Guarantors in accordance with its terms, except that (A) the
     enforcement thereof may be subject to (i) bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws now
     or hereafter in effect relating to creditors' rights generally, and (ii)
     general principles of equity and the discretion of the court before which
     any proceeding therefor may be brought and (B) any rights to indemnity or
     contribution thereunder may be limited by federal and state securities laws
     and public policy considerations.

          (h)      Each of the Issuers and the Guarantors has all requisite
     corporate or limited liability company power and authority to execute,
     deliver and perform its obligations under this Agreement and to consummate
     the transactions contemplated hereby. This Agreement and the consummation
     by the Issuers and each of the Guarantors of the transactions contemplated
     hereby have been duly and validly authorized by the Issuers and each of the
     Guarantors. This Agreement has been duly executed and delivered by the
     Issuers and each of the Guarantors.

          (i)      Assuming the (A) accuracy of the representations and
     warranties of the Initial Purchasers and compliance by the Initial
     Purchasers with the covenants set forth in Section 8 hereof and (B)
     execution and delivery of the Amendment by the parties thereto, no consent,
     approval, authorization or order of any court or governmental agency or
     body, or third party is required for the issuance and sale by the Issuers
     of the Securities to the Initial Purchasers or the consummation by the
     Issuers and the Guarantors of the other transactions contemplated hereby,
     except such as have been obtained and such as may be required under state
     securities or "Blue Sky" laws in connection with the purchase and resale of
     the Securities by the Initial Purchasers. Assuming execution and delivery
     of the Amendment by the parties thereto, none of the Parent or the
     Subsidiaries is (i) in violation of its certificate of incorporation or
     bylaws (or similar organizational documents), (ii) in breach or violation
     of any statute, judgment, decree, order, rule or regulation applicable to
     any of them or any of their respective properties or assets, except for any
     such breach or violation that would not, individually or in the aggregate,
     have a Material Adverse Effect, or (iii) in breach of or default under (nor
     has any event occurred that, with notice or passage of time or both, would
     constitute a default under) or in violation of any of the terms or
     provisions of any indenture, mortgage, deed of trust, loan agreement, note,
     lease, license, franchise agreement, permit, certificate, contract or other
     agreement or instrument to which any of them is a party or to which any of
     them or their respective properties or assets is subject (collectively,
     "CONTRACTS"), except for any such breach, default, violation or event that
     would not, individually or in the aggregate, have a Material Adverse
     Effect.



                                       -6-

          (j)      Assuming execution and delivery of the Amendment by the
     parties thereto, the execution, delivery and performance by the Issuers and
     the Guarantors of this Agreement, the Indenture and the Registration Rights
     Agreement and the consummation by the Issuers and the Guarantors of the
     transactions contemplated hereby and thereby (including, without
     limitation, the issuance and sale of the Securities to the Initial
     Purchasers) will not conflict with or constitute or result in a breach of
     or a default under (or an event that with notice or passage of time or both
     would constitute a default under) or violation of any of (i) the terms or
     provisions of any Contract, except for any such conflict, breach,
     violation, default or event that would not, individually or in the
     aggregate, have a Material Adverse Effect, (ii) the certificate of
     incorporation or bylaws (or similar organizational document) of the Parent
     or any of the Subsidiaries or (iii) (assuming compliance with all
     applicable state securities or "Blue Sky" laws and assuming the accuracy of
     the representations and warranties of the Initial Purchasers in Section 8
     hereof) any statute, judgment, decree, order, rule or regulation applicable
     to the Parent or any of the Subsidiaries or any of their respective
     properties or assets, except for any such conflict, breach or violation
     that would not, individually or in the aggregate, have a Material Adverse
     Effect.

          (k)      The audited consolidated financial statements of the Parent
     and the Subsidiaries included in the Final Memorandum present fairly in all
     material respects the financial position, results of operations and cash
     flows of the Parent and the Subsidiaries at the dates and for the periods
     to which they relate and have been prepared in accordance with generally
     accepted accounting principles applied on a consistent basis, except as
     otherwise stated therein. The summary and selected financial and
     statistical data in the Final Memorandum present fairly in all material
     respects the information shown therein and have been prepared and compiled
     on a basis consistent with the audited financial statements included
     therein, except as otherwise stated therein. PricewaterhouseCoopers LLP
     (the "INDEPENDENT ACCOUNTANT") is an independent public accounting firm
     within the meaning of the Act and the rules and regulations promulgated
     thereunder.

          (l)      The pro forma financial statements (including the notes
     thereto) and the other pro forma financial information included in the
     Final Memorandum (i) comply as to form in all material respects with the
     applicable requirements of Regulation S-X promulgated under the Securities
     Exchange Act of 1934, as amended (the "EXCHANGE ACT"), (ii) have been
     prepared in accordance with the Commission's rules and guidelines with
     respect to pro forma financial statements and (iii) have been properly
     prepared on the bases described therein; the assumptions used in the
     preparation of the pro forma financial data and other pro forma financial
     information included in the Final Memorandum are reasonable and the
     adjustments used therein are appropriate to give effect to the transactions
     or circumstances referred to therein.



                                       -7-

          (m)      Except as disclosed in the Final Memorandum, there is not
     pending or, to the knowledge of the Parent or any of the Subsidiaries,
     threatened any action, suit, proceeding, inquiry or investigation to which
     the Parent or any of the Subsidiaries is a party, or to which the property
     or assets of the Parent or any of the Subsidiaries are subject, before or
     brought by any court, arbitrator or governmental agency or body that, if
     determined adversely to the Parent or any of the Subsidiaries, would
     reasonably be expected, individually or in the aggregate, to have a
     Material Adverse Effect or that seeks to restrain, enjoin, prevent the
     consummation of or otherwise challenge the issuance or sale of the
     Securities to be sold hereunder or the consummation of the other
     transactions described in the Final Memorandum.

          (n)      Each of the Parent and the Subsidiaries possesses all
     licenses, permits, certificates, consents, orders, approvals and other
     authorizations from, and has made all declarations and filings with, all
     federal, state, local and other governmental authorities, all
     self-regulatory organizations and all courts and other tribunals, presently
     required or necessary to own or lease, as the case may be, and to operate
     its respective properties and to carry on its respective businesses as now
     or proposed to be conducted as set forth in the Final Memorandum
     ("PERMITS"), except where the failure to obtain such Permits would not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect; each of the Parent and the Subsidiaries has fulfilled and
     performed all of its obligations with respect to such Permits and no event
     has occurred that allows, or after notice or lapse of time would allow,
     revocation or termination thereof or results in any other impairment of the
     rights of the holder of any such Permit, except where any nonfulfillment or
     nonperformance would not, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect; and none of the Parent or the
     Subsidiaries has received any notice of any proceeding relating to
     revocation or modification of any such Permit, except, in each case, (i) as
     described in the Final Memorandum or (ii) where such revocation or
     modification would not, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect.

          (o)      Since the date of the most recent financial statements
     appearing in the Final Memorandum, except as described therein, (i) none of
     the Parent or the Subsidiaries has incurred any liabilities or obligations,
     direct or contingent, or entered into or agreed to enter into any
     transactions or contracts (written or oral) not in the ordinary course of
     business, which liabilities, obligations, transactions or contracts would,
     individually or in the aggregate, be material to the business, condition
     (financial or otherwise), prospects or results of operations of the Parent
     and its Subsidiaries, taken as a whole, (ii) none of the Parent or the
     Subsidiaries has purchased any of its outstanding capital stock or other
     equity interests, nor declared, paid or otherwise made any dividend or
     distribution of any kind on its capital stock or other equity interests
     (other than with respect to any of such Subsidiaries, the purchase of, or
     dividend or distribution



                                       -8-

     on, capital stock or equity interests owned by the Parent), (iii) there has
     been no material change in the capital stock or long-term indebtedness of
     the Parent or the Subsidiaries taken as a whole and (iv) there has been no
     event, development or occurrence that, individually or in the aggregate,
     has or would be reasonably likely to have a Material Adverse Effect.

          (p)      Each of the Parent and the Subsidiaries has filed all
     necessary federal, state and foreign income and franchise tax returns,
     except where the failure to so file such returns would not, individually or
     in the aggregate, have a Material Adverse Effect, and has paid all taxes
     shown as due thereon; and other than tax deficiencies that the Parent or
     any Subsidiary is contesting in good faith and for which the Parent or such
     Subsidiary has provided adequate reserves, there is no tax deficiency that
     has been asserted against the Parent or any of the Subsidiaries that would
     have, individually or in the aggregate, a Material Adverse Effect.

          (q)      The statistical and market-related data included in the Final
     Memorandum are based on or derived from sources that the Parent and the
     Subsidiaries believe to be reliable and accurate.

          (r)      None of the Parent, the Subsidiaries or any agent acting on
     their behalf has taken or will take any action that might cause this
     Agreement or the sale of the Securities to violate Regulation T, U or X of
     the Board of Governors of the Federal Reserve System, in each case as in
     effect, or as the same may hereafter be in effect, on the Closing Date.

          (s)      Each of the Parent and the Subsidiaries has good and
     marketable title to all real property and good title to all personal
     property described in the Final Memorandum as being owned by it and good
     and marketable title to a leasehold estate in the real and personal
     property described in the Final Memorandum as being leased by it free and
     clear of all liens, charges, encumbrances or restrictions, except as
     described in the Final Memorandum or to the extent the failure to have such
     title or the existence of such liens, charges, encumbrances or restrictions
     would not, individually or in the aggregate, reasonably be expected to have
     a Material Adverse Effect. All leases, contracts and agreements to which
     the Parent or any of the Subsidiaries is a party or by which any of them is
     bound are valid and enforceable against the Parent or such Subsidiary, and
     are valid and enforceable against the other party or parties thereto and
     are in full force and effect with only such exceptions as would not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect. The Parent and the Subsidiaries own or possess adequate
     licenses or other rights to use all patents, trademarks, service marks,
     trade names, copyrights and know-how necessary to conduct the businesses
     now or proposed to be operated by them as described in the Final
     Memorandum, and none of the Parent or the Subsidiaries has received any
     notice of infringement of or conflict with (or knows of any such
     infringement except where the



                                       -9-

     failure to so own or possess any of the foregoing would not, individually
     or in the aggregate, reasonably be expected to have a Material Adverse
     Effect) asserted rights of others with respect to any patents, trademarks,
     service marks, trade names, copyrights or know-how that, if such assertion
     of infringement or conflict were sustained, would reasonably be expected to
     have a Material Adverse Effect.

          (t)      There are no legal or governmental proceedings involving or
     affecting the Parent or any Subsidiary or any of their respective
     properties or assets that would be required to be described in a prospectus
     pursuant to the Act that are not described in the Final Memorandum, nor are
     there any material contracts or other documents that would be required to
     be described in a prospectus pursuant to the Act that are not described in
     the Final Memorandum.

          (u)      Except as set forth in the Final Memorandum or except as
     would not, individually or in the aggregate, reasonably be expected to have
     a Material Adverse Effect (A) each of the Parent and the Subsidiaries is in
     compliance with and not subject to liability under applicable Environmental
     Laws (as defined below), (B) each of the Parent and the Subsidiaries has
     made all filings and provided all notices required under any applicable
     Environmental Law, and has and is in compliance with all Permits required
     under any applicable Environmental Laws and each of them is in full force
     and effect, (C) there is no civil, criminal or administrative action, suit,
     proceeding or hearing or written notice of violation, investigation,
     proceeding, notice or demand letter or request for information pending or,
     to the knowledge of the Parent or any of the Subsidiaries, threatened
     against the Parent or any of the Subsidiaries under any Environmental Law,
     (D) no lien, charge, encumbrance or restriction has been recorded under any
     Environmental Law with respect to any assets, facility or property owned,
     operated, leased or controlled by the Parent or any of the Subsidiaries,
     (E) none of the Parent or the Subsidiaries has received written notice that
     it has been identified as a potentially responsible party under the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended ("CERCLA"), or any comparable state law and (F) no
     property or facility of the Parent or any of the Subsidiaries is (i) listed
     or proposed for listing on the National Priorities List under CERCLA or
     (ii) listed in the Comprehensive Environmental Response, Compensation and
     Liability Information System List promulgated pursuant to CERCLA, or on any
     comparable list maintained by any state or local governmental authority.

          For purposes of this Agreement, "ENVIRONMENTAL LAWS" means the common
     law and all applicable federal, state and local laws or regulations, codes,
     orders, decrees, judgments or injunctions issued, promulgated, approved or
     entered thereunder, relating to pollution or protection of public or
     employee health and safety or the environment, including, without
     limitation, laws relating to (i) emissions, discharges, releases or
     threatened releases of hazardous materials into the environment (including,



                                      -10-

     without limitation, ambient air, surface water, ground water, land surface
     or subsurface strata), (ii) the manufacture, processing, distribution, use,
     generation, treatment, storage, disposal, transport or handling of
     hazardous materials, and (iii) underground and aboveground storage tanks
     and related piping, and emissions, discharges, releases or threatened
     releases therefrom.

          (v)      There is no strike, labor dispute, slowdown or work stoppage
     with the employees of the Parent or any of the Subsidiaries that is pending
     or, to the knowledge of the Parent or any of the Subsidiaries, threatened.

          (w)      Each of the Parent and the Subsidiaries carries insurance in
     such amounts and covering such risks as it believes to be consistent with
     industry practice to protect the Parent and its Subsidiaries and their
     respective businesses.

          (x)      Except as set forth in the Final Memorandum, none of the
     Parent or the Subsidiaries has any liability for any prohibited transaction
     or funding deficiency or any complete or partial withdrawal liability with
     respect to any pension, profit sharing or other plan that is subject to the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to
     which the Parent or any of the Subsidiaries makes (or within the preceding
     six years has made) a contribution and in which any employee of the Parent
     or of any Subsidiary is or has ever been a participant. With respect to
     such plans, the Parent and each Subsidiary is in compliance with all
     applicable provisions of ERISA, except where such noncompliance would not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect.

          (y)      Each of the Parent and the Subsidiaries (i) makes and keeps
     accurate books and records and (ii) maintains internal accounting controls
     that provide reasonable assurance that (A) transactions are executed in
     accordance with management's authorization, (B) transactions are recorded
     as necessary to permit preparation of its financial statements and to
     maintain accountability for its assets, (C) access to its assets is
     permitted only in accordance with management's authorization and (D) the
     reported accountability for its assets is compared with existing assets at
     reasonable intervals.

          (z)      None of the Parent or the Subsidiaries is, or immediately
     after the sale of the Notes to be sold hereunder and the application of the
     proceeds from such sale (as described in the Final Memorandum under the
     caption "Use of Proceeds") will be, an "investment company" or "promoter"
     or "principal underwriter" for an "investment company," as such terms are
     defined in the Investment Company Act of 1940, as amended, and the rules
     and regulations thereunder.



                                      -11-

          (aa)     The Notes, the Guarantees, the Indenture and the Registration
     Rights Agreement will conform in all material respects to the descriptions
     thereof in the Final Memorandum.

          (bb)     No holder of securities of the Parent or any Subsidiary
     (other than a holder of Notes, Exchange Notes or Private Exchange Notes)
     will be entitled to have such securities registered under the registration
     statements required to be filed by the Parent and the Guarantors pursuant
     to the Registration Rights Agreement other than as expressly permitted
     thereby.

          (cc)     Immediately after the consummation of the transactions
     contemplated by this Agreement, the fair value and present fair saleable
     value of the assets of each of the Parent and the Subsidiaries (on a
     consolidated basis) will exceed the sum of its stated liabilities and
     identified contingent liabilities; none of the Parent or the Subsidiaries
     (each on a consolidated basis) is, nor will any of the Parent or the
     Subsidiaries (each on a consolidated basis) be, after giving effect to the
     execution, delivery and performance of this Agreement, and the consummation
     of the transactions contemplated hereby, (a) left with unreasonably small
     capital with which to carry on its business as it is proposed to be
     conducted, (b) unable to pay its debts (contingent or otherwise) as they
     mature or (c) otherwise insolvent.

          (dd)     None of the Parent, the Subsidiaries or any of their
     respective Affiliates (as defined in Rule 501(b) of Regulation D under the
     Act) has directly, or through any agent, (i) sold, offered for sale,
     solicited offers to buy or otherwise negotiated in respect of, any
     "security" (as defined in the Act) that is or could be integrated with the
     sale of the Securities in a manner that would require the registration
     under the Act of the Securities or (ii) engaged in any form of general
     solicitation or general advertising (as those terms are used in Regulation
     D under the Act) in connection with the offering of the Securities or in
     any manner involving a public offering within the meaning of Section 4(2)
     of the Act. Assuming the accuracy of the representations and warranties of
     the Initial Purchasers and compliance by the Initial Purchasers with the
     covenants set forth in Section 8 hereof, it is not necessary in connection
     with the offer, sale and delivery of the Securities to the Initial
     Purchasers in the manner contemplated by this Agreement to register any of
     the Securities under the Act or to qualify the Indenture under the TIA.

          (ee)     No securities of the Parent or any Subsidiary are of the same
     class (within the meaning of Rule 144A under the Act) as the Securities and
     listed on a national securities exchange registered under Section 6 of the
     Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.



                                      -12-

          (ff)     None of the Parent or the Subsidiaries has taken, nor will
     any of them take, directly or indirectly, any action designed to, or that
     might be reasonably expected to, cause or result in stabilization or
     manipulation of the price of the Securities.

          (gg)     None of the Parent, the Subsidiaries, any of their respective
     Affiliates or any person acting on its or their behalf (other than the
     Initial Purchasers) has engaged in any directed selling efforts (as that
     term is defined in Regulation S under the Act ("REGULATION S")) with
     respect to the Securities; the Parent, the Subsidiaries and their
     respective Affiliates and any person acting on its or their behalf (other
     than the Initial Purchasers) have complied with the offering restrictions
     requirement of Regulation S.

          Any certificate signed by any officer of the Parent or any Subsidiary
and delivered to any Initial Purchaser or to counsel for the Initial Purchasers
shall be deemed a joint and several representation and warranty by the Parent
and each of the Subsidiaries to each Initial Purchaser as to the matters covered
thereby.

          3.       PURCHASE, SALE AND DELIVERY OF THE SECURITIES. On the basis
of the representations, warranties, agreements and covenants herein contained
and subject to the terms and conditions herein set forth, the Issuers, jointly
and severally, agree to issue and sell to the Initial Purchasers, and the
Initial Purchasers, acting severally and not jointly, agree to purchase the
Securities in the respective amounts set forth on SCHEDULE 1 hereto from the
Issuers at 97.00% of their principal amount. One or more certificates in
definitive form for the Securities that the Initial Purchasers have agreed to
purchase hereunder, and in such denomination or denominations and registered in
such name or names as the Initial Purchasers request upon notice to the Issuers
at least 36 hours prior to the Closing Date, shall be delivered by or on behalf
of the Issuers to the Initial Purchasers, against payment by or on behalf of the
Initial Purchasers of the purchase price therefor by wire transfer (same day
funds), to such account or accounts as the Issuers shall specify prior to the
Closing Date, or by such means as the parties hereto shall agree prior to the
Closing Date. Such delivery of and payment for the Securities shall be made at
the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York at
9:00 A.M., New York time, on May 23, 2003, or at such other place, time or date
as the Initial Purchasers, on the one hand, and the Issuers, on the other hand,
may agree upon, such time and date of delivery against payment being herein
referred to as the "Closing Date." The Issuers will make such certificate or
certificates for the Securities available for checking and packaging by the
Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York,
New York, or at such other place as Deutsche Bank Securities Inc. may designate,
at least 24 hours prior to the Closing Date.

          4.       OFFERING BY THE INITIAL PURCHASERS. The Initial Purchasers
propose to make an offering of the Securities at the price and upon the terms
set forth in the Final Memorandum as soon as practicable after this Agreement is
entered into and as in the judgment of the Initial Purchasers is advisable.



                                      -13-

          5.       COVENANTS OF THE ISSUERS AND THE GUARANTORS. The Issuers and
each of the Guarantors covenants and agrees with each of the Initial Purchasers
that:

          (a)      The Issuers will not amend or supplement the Final Memorandum
     or any amendment or supplement thereto of which the Initial Purchasers
     shall not previously have been advised and furnished a copy for a
     reasonable period of time prior to the proposed amendment or supplement and
     as to which the Initial Purchasers shall not have given their consent. The
     Issuers will promptly, upon the reasonable request of the Initial
     Purchasers or counsel for the Initial Purchasers, make any amendments or
     supplements to the Preliminary Memorandum or the Final Memorandum that may
     be necessary or advisable in connection with the resale of the Securities
     by the Initial Purchasers.

          (b)      The Issuers and the Guarantors will cooperate with the
     Initial Purchasers in arranging for the qualification of the Securities for
     offering and sale under the securities or "Blue Sky" laws of such
     jurisdictions as the Initial Purchasers may designate and will continue
     such qualifications in effect for as long as may be necessary to complete
     the resale of the Securities; PROVIDED, HOWEVER, that in connection
     therewith, neither the Issuers nor any of the Guarantors shall be required
     to qualify as a foreign corporation or to execute a general consent to
     service of process in any jurisdiction or subject itself to taxation in
     excess of $1,000 in any such jurisdiction where it is not then so subject.

          (c)      If, at any time prior to the completion of the distribution
     by the Initial Purchasers of all of the Securities or the Private Exchange
     Notes, any event occurs or information becomes known as a result of which
     the Final Memorandum as then amended or supplemented would include any
     untrue statement of a material fact, or omit to state a material fact
     necessary to make the statements therein, in the light of the circumstances
     under which they were made, not misleading, or if for any other reason it
     is necessary at any time to amend or supplement the Final Memorandum to
     comply with applicable law, the Issuers will promptly notify the Initial
     Purchasers thereof and will prepare, at the expense of the Issuers, an
     amendment or supplement to the Final Memorandum that corrects such
     statement or omission or effects such compliance.

          (d)      The Issuers will, without charge, promptly provide to the
     Initial Purchasers and to counsel for the Initial Purchasers as many copies
     of the Preliminary Memorandum and the Final Memorandum or any amendment or
     supplement thereto as the Initial Purchasers may reasonably request.

          (e)      The Issuers will apply the net proceeds from the sale of the
     Securities as set forth under "Use of Proceeds" in the Final Memorandum.



                                      -14-

          (f)      Until the second anniversary of the Closing Date, the Issuers
     will furnish to the Initial Purchasers copies of all reports and other
     communications (financial or otherwise) furnished by the Parent or the
     Issuers to the Trustee or to the holders of the Securities and, as soon as
     available, copies of any reports or financial statements furnished to or
     filed by the Parent or the Issuers with the Commission or any national
     securities exchange on which any class of securities of the Issuers may be
     listed.

          (g)      Prior to the Closing Date, the Issuers will furnish to the
     Initial Purchasers, as soon as they have been prepared, a copy of any
     unaudited interim financial statements of the Parent and the Subsidiaries
     for any period subsequent to the period covered by the most recent
     financial statements appearing in the Final Memorandum.

          (h)      None of the Parent, the Subsidiaries or any of their
     Affiliates will sell, offer for sale or solicit offers to buy or otherwise
     negotiate in respect of any "security" (as defined in the Act) that could
     reasonably be expected to be integrated with the sale of the Securities in
     a manner which would require the registration under the Act of the
     Securities.

          (i)      The Parent will not, and will not permit any of the
     Subsidiaries to, engage in any form of general solicitation or general
     advertising (as those terms are used in Regulation D under the Act) in
     connection with the offering of the Securities or in any manner involving a
     public offering within the meaning of Section 4(2) of the Act.

          (j)      For so long as any of the Securities remain outstanding, the
     Issuers will make available at their expense, upon request, to any holder
     of such Securities and any prospective purchasers thereof the information
     specified in Rule 144A(d)(4) under the Act, unless the Parent or the
     Issuers is then subject to Section 13 or 15(d) of the Exchange Act.

          (k)      The Issuers will use its best efforts to (i) permit the
     Securities to be designated as PORTAL-eligible securities in accordance
     with the rules and regulations adopted by the National Association of
     Securities Dealers, Inc. ("NASD") relating to trading in the NASD's Portal
     Market (the "PORTAL MARKET") and (ii) permit the Securities to be eligible
     for clearance and settlement through The Depository Trust Company.

          (l)      In connection with Securities offered and sold in an offshore
     transaction (as defined in Regulation S) the Issuers will not register any
     transfer of such Securities not made in accordance with the provisions of
     Regulation S and will not, except in accordance with the provisions of
     Regulation S, if applicable, issue any such Securities in the form of
     definitive securities.



                                      -15-

          6.       EXPENSES. The Issuers and each of the Guarantors, jointly and
severally, agree to pay all costs and expenses incident to the performance of
their obligations under this Agreement, whether or not the transactions
contemplated herein are consummated or this Agreement is terminated pursuant to
Section 11 or 12 hereof, including all costs and expenses incident to (i) the
printing, word processing or other production of documents with respect to the
transactions contemplated hereby, including any costs of printing the
Preliminary Memorandum and the Final Memorandum and any amendment or supplement
thereto, and any "Blue Sky" memoranda, (ii) all arrangements relating to the
delivery to the Initial Purchasers of copies of the foregoing documents, (iii)
the fees and disbursements of the counsel, the accountants and any other experts
or advisors retained by the Parent or the Issuers, (iv) preparation (including
printing), issuance and delivery to the Initial Purchasers of the Securities,
(v) the qualification of the Securities under state securities and "Blue Sky"
laws, including filing fees and reasonable fees and disbursements of counsel for
the Initial Purchasers relating thereto, (vi) expenses in connection with the
"roadshow" and any other meetings with prospective investors in the Securities,
(vii) fees and expenses of the Trustee including fees and expenses of counsel,
(viii) all expenses and listing fees incurred in connection with the application
for quotation of the Securities on the Portal Market and (ix) any fees charged
by investment rating agencies for the rating of the Securities; PROVIDED,
HOWEVER, that except as expressly provided in this Section 6, the Initial
Purchasers shall pay their own costs and expenses, including the costs and
expenses of their counsel. If the sale of the Securities provided for herein is
not consummated because any condition to the obligations of the Initial
Purchasers set forth in Section 7 hereof is not satisfied, because this
Agreement is terminated or because of any failure, refusal or inability on the
part of the Issuers or the Guarantors to perform all obligations and satisfy all
conditions on their part to be performed or satisfied hereunder (other than
solely by reason of a default by the Initial Purchasers of their obligations
hereunder after all conditions to be satisfied by the Issuers and the Guarantors
hereunder have been satisfied in accordance herewith), the Issuers and the
Guarantors, jointly and severally, agree to promptly reimburse the Initial
Purchasers upon demand for all reasonable and documented out-of-pocket expenses
(including reasonable fees, disbursements and charges of Cahill Gordon & Reindel
LLP, counsel for the Initial Purchasers) that shall have been incurred by the
Initial Purchasers in connection with the proposed purchase and sale of the
Securities.

          7.       CONDITIONS OF THE INITIAL PURCHASERS' OBLIGATIONS. The
obligation of the Initial Purchasers to purchase and pay for the Securities
shall, in their sole discretion, be subject to the satisfaction or waiver of the
following conditions on or prior to the Closing Date:

          (a)      On the Closing Date, the Initial Purchasers shall have
     received the opinion, dated as of the Closing Date and addressed to the
     Initial Purchasers, of Schulte Roth & Zabel LLP, counsel for the Issuers,
     in form and substance reasonably satisfactory to counsel for the Initial
     Purchasers, substantially to the effect that:



                                      -16-

              (i)      Each of the Issuers and Guarantors is validly existing
          and in good standing under the laws of the State of Delaware and has
          the requisite corporate or limited liability company power and
          authority to own its properties and to conduct its business as
          described in the Final Memorandum. Relying solely on good standing
          certificates issued by the secretaries of state, each Issuer and
          Guarantor is duly qualified to do business as a foreign corporation or
          limited liability company, as the case may be, in good standing in the
          jurisdictions set forth opposite their respective names on a schedule
          annexed to such opinion as of the dates set forth on such schedule.

             (ii)      Based solely on such counsel's review of the membership
          interest transfer ledger of the Parent, the Parent has the issued and
          outstanding capitalization set forth in the first paragraph under the
          heading "Security Ownership of Certain Beneficial Owners and
          Management" in the Final Memorandum; all of the outstanding equity
          interests of the Issuers and the Guarantors reflected in the stock or
          membership interest transfer ledgers of the Issuers and the Guarantors
          have been validly issued, and are fully paid and nonassessable and, to
          the knowledge of such counsel, were not issued in violation of any
          contractual preemptive or similar rights; except as disclosed in the
          Final Memorandum, based solely on such counsel's review of the
          membership interest transfer ledger or stock transfer ledger of the
          Issuers and the Subsidiary Guarantors, as applicable, all of the
          outstanding equity interests of the Issuers and the Subsidiary
          Guarantors are owned of record, directly or indirectly, by the Parent,
          and, to such counsel's knowledge, other than a pledge of the
          outstanding equity interests of the Issuers and the Guarantors to the
          lenders under the Amendment to the Credit Agreement, free and clear of
          all perfected security interests.

            (iii)      Except as set forth in the Final Memorandum, to the
          knowledge of such counsel (A) no options, warrants or other rights to
          purchase from any Issuer or Guarantor shares of capital stock or
          membership interests in any such Issuers or Guarantor are outstanding,
          (B) no agreements or other obligations to issue, or other rights to
          convert any obligation into, or exchange any securities for, capital
          stock or membership interests in any Issuer or Guarantor are
          outstanding and (C) no holder of securities of any Issuer or Guarantor
          (other than a holder of Notes, Exchange Notes or Private Exchange
          Notes) is entitled to have such securities registered under a
          registration statement filed by the Issuers pursuant to the
          Registration Rights Agreement.

             (iv)      Each of the Issuers and the Guarantors has all requisite
          corporate or limited liability company power and authority to execute
          and deliver and perform its obligations under the Indenture, the
          Notes, the Exchange Notes and



                                      -17-

          the Private Exchange Notes; the Indenture complies as to form in all
          material respects with the requirements of the TIA; the Indenture has
          been duly and validly authorized, executed and delivered by the
          Issuers and the Guarantors and (assuming the due authorization,
          execution and delivery thereof by the Trustee) constitutes the valid
          and legally binding agreement of each of the Issuers and the
          Guarantors, enforceable against each of the Issuers and the Guarantors
          in accordance with its terms, except that the enforcement thereof may
          be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
          conveyance, moratorium or other similar laws now or hereafter in
          effect relating to creditors' rights generally and (ii) general
          principles of equity and the discretion of the court before which any
          proceeding therefor may be brought.

              (v)      The Notes are in the form contemplated by the Indenture.
          The Notes have each been duly and validly authorized, executed and
          delivered by the Issuers and, when paid for by the Initial Purchasers
          in accordance with the terms of this Agreement (assuming the due
          authorization, execution and delivery of the Indenture by the Trustee
          and due authentication and delivery of the Notes by the Trustee in
          accordance with the Indenture), will constitute the valid and legally
          binding obligations of the Issuers, entitled to the benefits of the
          Indenture, and enforceable against the Issuers in accordance with
          their terms, except that the enforcement thereof may be subject to (i)
          bankruptcy, insolvency, reorganization, fraudulent conveyance,
          moratorium or other similar laws now or hereafter in effect relating
          to creditors' rights generally and (ii) general principles of equity
          and the discretion of the court before which any proceeding therefor
          may be brought.

             (vi)      The Exchange Notes and the Private Exchange Notes have
          been duly and validly authorized by the Issuers, and, when duly
          executed and delivered by the Issuers in accordance with the terms of
          the Registration Rights Agreement and the Indenture (assuming the due
          authorization, execution and delivery of the Indenture by the Trustee
          and due authentication and delivery of the Exchange Notes and the
          Private Exchange Notes by the Trustee in accordance with the
          Indenture), will constitute the valid and legally binding obligations
          of the Issuers, entitled to the benefits of the Indenture, and
          enforceable against the Issuers in accordance with their terms, except
          that the enforcement thereof may be subject to (i) bankruptcy,
          insolvency, reorganization, moratorium or other similar laws now or
          hereafter in effect relating to creditors' rights generally and (ii)
          general principles of equity and the discretion of the court before
          which any proceeding therefor may be brought.

            (vii)      The Guarantees are in the form contemplated by the
          Indenture. The Guarantees have been duly and validly authorized
          executed and delivered



                                      -18-

          by each of the Guarantors and, when the Notes are authenticated by the
          Trustee in accordance with the provisions of the Indenture, (a) the
          Guarantees and (b) the guarantees of the Exchange Notes and the
          Private Exchange Notes will have been duly and validly authorized by
          each of the Guarantors and when duly executed and delivered by the
          Guarantors (in accordance with the terms of the Indenture, and when
          the Exchange Notes or the Private Exchange Notes, as the case may be,
          are authenticated by the Trustee in accordance with the provisions of
          the Indenture), in each case (a) and (b), will have been duly
          executed, issued and delivered and will constitute valid and legally
          binding obligations of the Guarantors, entitled to the benefits of the
          Indenture and enforceable against the Guarantors in accordance with
          their terms, except that the enforcement thereof may be subject to (i)
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          fraudulent conveyance, moratorium or other similar laws now or
          hereafter in effect relating to creditors' rights generally, and (ii)
          general principles of equity and the discretion of the court before
          which any proceeding therefor may be brought.

           (viii)      Each of the Issuers and the Guarantors has all requisite
          corporate or limited liability company power and authority to execute,
          deliver and perform its obligations under the Registration Rights
          Agreement; the Registration Rights Agreement has been duly and validly
          authorized, executed and delivered by each of the Issuers and the
          Guarantors and (assuming due authorization, execution and delivery
          thereof by the other parties thereto) constitutes the valid and
          legally binding agreement of each of the Issuers and the Guarantors,
          enforceable against the Issuers and the Guarantors in accordance with
          its terms, except that (A) the enforcement thereof may be subject to
          (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium or other similar laws now or hereafter in effect relating
          to creditors' rights generally and (ii) general principles of equity
          and the discretion of the court before which any proceeding therefor
          may be brought and (B) any rights to indemnity or contribution
          thereunder may be limited by federal and state securities laws and
          public policy considerations.

             (ix)      Each of the Issuers and the Guarantors has all requisite
          corporate and/or other limited liability company power and authority
          to execute, deliver and perform their obligations under this Agreement
          and to consummate the transactions contemplated hereby; this Agreement
          and the consummation by the Issuers and the Guarantors of the
          transactions contemplated hereby have been duly and validly authorized
          by the Issuers and the Guarantors. This Agreement has been duly
          executed and delivered by the Issuers and the Guarantors.



                                      -19-

              (x)      The statements under the captions "Description of Certain
          Indebtedness," "Description of the Notes," and "Exchange Offer;
          Registration Rights" in the Final Memorandum insofar as such
          statements constitute a summary of the legal matters, documents or
          proceedings referred to therein, fairly present in all material
          respects such legal matters, documents and proceedings, and the
          statements made in the Final Memorandum under the heading "Certain
          United States Federal Income Tax Considerations," insofar as such
          statements summarize certain federal income tax laws of the United
          States, constitute a fair summary of the principal U.S. federal income
          tax consequences of an investment in the Notes.

             (xi)      To the knowledge of such counsel, except as described in
          the Final Memorandum, no legal or governmental proceedings are pending
          or threatened that seek to restrain, enjoin, prevent the consummation
          of or otherwise challenge the issuance or sale of the Notes hereunder
          or the consummation of the other transactions described in the Final
          Memorandum under the caption "Use of Proceeds."

            (xii)      The execution, delivery and performance by each Issuer
          and Guarantor of this Agreement, the Indenture, the Registration
          Rights Agreement and the consummation of the transactions contemplated
          hereby and thereby (including, without limitation, the issuance and
          sale of the Notes to the Initial Purchasers) will not conflict with or
          constitute or result in a breach or a default under (or an event that
          with notice or passage of time or both would constitute a default
          under) or violation of any of (i) after giving effect to the
          effectiveness of the Amendment annexed to such opinion and the
          application of the proceeds from the issuance and sale of the Notes as
          described in the Final Memorandum, the terms or provisions of any
          Contract listed on a schedule reasonably acceptable to the Initial
          Purchasers, except for any such conflict, breach, violation, default
          or event that would not, individually or in the aggregate, have a
          Material Adverse Effect, (ii) the certificate of incorporation or
          bylaws, certificate of formation or operating agreement, as
          applicable, of any Issuer or Guarantor, or (iii) (assuming compliance
          with all applicable state securities or "Blue Sky" laws and assuming
          the accuracy of the representations and warranties of the Initial
          Purchasers in Section 8 hereof) any statute, judgment, decree, order,
          rule or regulation known to and believed by such counsel to be
          normally applicable to transactions of the type contemplated by this
          Agreement, the Indenture and the Registration Rights Agreement, except
          for any such conflict, breach, default or violation that would not,
          individually or in the aggregate, reasonably be expected to have a
          Material Adverse Effect.



                                      -20-

           (xiii)      No consent, approval, authorization or order of any
          governmental authority is required for the issuance and sale by the
          Issuers of the Notes to the Initial Purchasers or the consummation by
          the Issuers of the other transactions contemplated hereby, except such
          as may be required under Blue Sky or state securities laws, as to
          which such counsel need express no opinion, and those which have
          previously been obtained.

            (xiv)      After giving effect to the sale of the Securities to
          be sold hereunder and the application of the proceeds from such sale
          (as described in the Final Memorandum under the caption "Use of
          Proceeds"), none of the Parent, the Issuers or the Subsidiary
          Guarantors is an "investment company" as such term is defined in the
          Investment Company Act of 1940, as amended.

             (xv)      No registration under the Act of the Securities is
          required in connection with the sale of the Notes to the Initial
          Purchasers as contemplated by this Agreement and the Final Memorandum
          or in connection with the initial resale of the Notes by the Initial
          Purchasers in accordance with Section 8 of this Agreement, and prior
          to the commencement of the Exchange Offer (as defined in the
          Registration Rights Agreement) or the effectiveness of the Shelf
          Registration Statement (as defined in the Registration Rights
          Agreement), the Indenture is not required to be qualified under the
          TIA, in each case assuming (i) (A) that the purchasers who buy such
          Notes in the initial resale thereof are qualified institutional buyers
          ("QIBs") as defined in Rule 144A promulgated under the Act or (B) that
          the offer or sale of the Notes is made in an offshore transaction as
          defined in Regulation S, (ii) the accuracy of the Initial Purchasers'
          representations in Section 8 and those of the Issuers and the
          Guarantors contained in this Agreement regarding the absence of a
          general solicitation in connection with the sale of such Notes to the
          Initial Purchasers and the initial resale thereof and (iii) the due
          performance by the Initial Purchasers of the agreements set forth in
          Section 8 hereof.

            (xvi)      Neither the consummation of the transactions contemplated
          by this Agreement nor the sale, issuance, execution or delivery of the
          Securities will violate Regulation T, U or X of the Board of Governors
          of the Federal Reserve System.

          The opinion of Schulte Roth & Zabel LLP may be subject to customary
     exceptions, assumptions and qualifications reasonably acceptable to the
     Initial Purchasers. At the time the foregoing opinion is delivered, Schulte
     Roth & Zabel LLP shall additionally state that it has participated in
     conferences with officers and other representatives of the Parent and the
     Issuers, representatives of the independent public accountants for the
     Parent and the Issuers, representatives of the Initial Purchasers and
     counsel for the Initial Purchasers, at which conferences the contents of
     the Final Memorandum



                                      -21-

     and related matters were discussed, and, although it has not independently
     verified and is not passing upon and assumes no responsibility for the
     accuracy, completeness or fairness of the statements contained in the Final
     Memorandum (except to the extent specified in subsection 7(a)(x)), no facts
     have come to its attention which lead it to believe that the Final
     Memorandum, on the date thereof or at the Closing Date, contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements contained therein,
     in light of the circumstances under which they were made, not misleading
     (it being understood that such firm need express no opinion with respect to
     the financial statements and related notes thereto and the other financial
     and accounting data derived from the Company's books and records included
     in the Final Memorandum). The opinion of Schulte Roth & Zabel LLP described
     in this Section shall be rendered to the Initial Purchasers at the request
     of the Issuers and shall so state therein.

          References to the Final Memorandum in this subsection (a) shall
     include any amendment or supplement thereto prepared in accordance with the
     provisions of this Agreement at the Closing Date.

          (b)      On the Closing Date, the Initial Purchasers shall have
     received the opinion, in form and substance satisfactory to the Initial
     Purchasers, dated as of the Closing Date and addressed to the Initial
     Purchasers, of Cahill Gordon & Reindel LLP, counsel for the Initial
     Purchasers, with respect to certain legal matters relating to this
     Agreement and such other related matters as the Initial Purchasers may
     reasonably require. In rendering such opinion, Cahill Gordon & Reindel LLP
     shall have received and may rely upon such certificates and other documents
     and information as it may reasonably request to pass upon such matters.

          (c)      The Initial Purchasers shall have received from the
     Independent Accountant a comfort letter or letters dated the date hereof
     and the Closing Date, in form and substance reasonably satisfactory to
     counsel for the Initial Purchasers.

          (d)      The representations and warranties of the Issuers and the
     Guarantors contained in this Agreement shall be true and correct on and as
     of the date hereof and on and as of the Closing Date as if made on and as
     of the Closing Date; the statements of the Issuers' and the Guarantors'
     officers made pursuant to any certificate delivered in accordance with the
     provisions hereof shall be true and correct on and as of the date made and
     on and as of the Closing Date; the Issuers and the Guarantors shall have
     performed all covenants and agreements and satisfied all conditions on
     their part to be performed or satisfied hereunder at or prior to the
     Closing Date; and, except as described in the Final Memorandum (exclusive
     of any amendment or supplement thereto after the date hereof), subsequent
     to the date of the most recent financial statements in such Final
     Memorandum, there shall have been no event or development, and no
     in-



                                      -22-

     formation shall have become known, that, individually or in the aggregate,
     has or would be reasonably likely to have a Material Adverse Effect.

          (e)      The sale of the Securities hereunder shall not be enjoined
     (temporarily or permanently) on the Closing Date.

          (f)      Subsequent to the date of the most recent financial
     statements in the Final Memorandum (exclusive of any amendment or
     supplement thereto after the date hereof), none of the Parent or any of the
     Subsidiaries shall have sustained any loss or interference with respect to
     its business or properties from fire, flood, hurricane, accident or other
     calamity, whether or not covered by insurance, or from any strike, labor
     dispute, slowdown or work stoppage or from any legal or governmental
     proceeding, order or decree, which loss or interference, individually or in
     the aggregate, has or would be reasonably likely to have a Material Adverse
     Effect.

          (g)      The Initial Purchasers shall have received a certificate of
     the Issuers and the Guarantors, dated the Closing Date, signed on behalf of
     the Company and the Guarantors by its Chairman of the Board, Chief
     Executive Officer, President or any Senior Vice President and the Chief
     Financial Officer (and with respect to AASC, the Chief Executive Officer
     and the Assistant Treasurer), to the effect that:

              (i)      The representations and warranties of the Issuers
          and the Guarantors contained in this Agreement are true and correct on
          and as of the date hereof and on and as of the Closing Date, and the
          Issuers and the Guarantors have performed all covenants and agreements
          and satisfied all conditions on their part to be performed or
          satisfied hereunder at or prior to the Closing Date;

             (ii)      At the Closing Date, since the date hereof or since
          the date of the most recent financial statements in the Final
          Memorandum (exclusive of any amendment or supplement thereto after the
          date hereof), no event or development has occurred, and no information
          has become known, that, individually or in the aggregate, has or would
          be reasonably likely to have a Material Adverse Effect; and

            (iii)      The sale of the Securities hereunder has not been
          enjoined (temporarily or permanently).

          (h)      On the Closing Date, the Initial Purchasers shall have
     received the Registration Rights Agreement executed by the Issuers and the
     Guarantors and such agreement shall be in full force and effect at all
     times from and after the Closing Date subject to the terms and conditions
     contained therein.



                                      -23-

          (i)      On or prior to the Closing Date, the Issuers and the
     Guarantors shall have executed and delivered the Amendment, in form and
     substance satisfactory to counsel for the Initial Purchasers.

          On or before the Closing Date, the Initial Purchasers and counsel for
the Initial Purchasers shall have received such further documents, opinions,
certificates, letters and schedules or instruments relating to the business,
corporate, legal and financial affairs of the Parent and the Subsidiaries as
they shall have heretofore reasonably requested from the Parent.

          All such documents, opinions, certificates, letters, schedules or
instruments delivered pursuant to this Agreement will comply with the provisions
hereof only if they are reasonably satisfactory in all material respects to the
Initial Purchasers and counsel for the Initial Purchasers. The Issuers shall
furnish to the Initial Purchasers such conformed copies of such documents,
opinions, certificates, letters, schedules and instruments in such quantities as
the Initial Purchasers shall reasonably request.

          8.       OFFERING OF SECURITIES; RESTRICTIONS ON TRANSFER. (a) Each
of the Initial Purchasers agrees with the Issuers and the Guarantors (as to
itself only) that (i) it has not and will not solicit offers for, or offer or
sell, the Notes by any form of general solicitation or general advertising (as
those terms are used in Regulation D under the Act) or in any manner involving a
public offering within the meaning of Section 4(2) of the Act; and (ii) it has
and will solicit offers for the Securities only from, and will offer the
Securities only to, (A) in the case of offers inside the United States, persons
whom the Initial Purchasers reasonably believe to be QIBs or, if any such person
is buying for one or more institutional accounts for which such person is acting
as fiduciary or agent, only when such person has represented to the Initial
Purchasers that each such account is a QIB to whom notice has been given that
such sale or delivery is being made in reliance on Rule 144A and, in each case,
in transactions under Rule 144A and (B) in the case of offers outside the United
States, to persons other than U.S. persons ("NON-U.S. PURCHASERS," which term
shall include dealers or other professional fiduciaries in the United States
acting on a discretionary basis for non-U.S. beneficial owners (other than an
estate or trust)); PROVIDED, HOWEVER, that, in the case of this clause (B), in
purchasing such Securities such persons are deemed to have represented and
agreed as provided under the caption "Notice to Investors" contained in the
Final Memorandum (or, if the Final Memorandum is not in existence, in the most
recent Memorandum).

          (b)      Each of the Initial Purchasers represents and warrants (as to
itself only) with respect to offers and sales outside the United States that (i)
it has and will comply with all applicable laws and regulations in each
jurisdiction in which it acquires, offers, sells or delivers Securities or has
in its possession or distributes any Memorandum or any such other material, in
all cases at its own expense; (ii) the Securities have not been and will not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S or pursuant to an
exemption from the registration re-



                                      -24-

quirements of the Act; and (iii) it has offered the Securities and will offer
and sell the Securities (A) as part of its distribution at any time and (B)
otherwise until 40 days after the later of the commencement of the offering and
the Closing Date, only in accordance with Rule 903 of Regulation S and,
accordingly, neither it nor any persons acting on its behalf have engaged or
will engage in any directed selling efforts (within the meaning of Regulation S)
with respect to the Notes, and any such persons have complied and will comply
with the offering restrictions requirement of Regulation S.

          Terms used in this Section 8 and not defined in this Agreement have
the meanings given to them in Regulation S.

          9.       INDEMNIFICATION AND CONTRIBUTION. (a) The Issuers and each of
the Guarantors agree, jointly and severally, to indemnify and hold harmless each
Initial Purchaser and each person, if any, who controls any Initial Purchaser
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
against any losses, claims, damages or liabilities to which any Initial
Purchaser or such controlling person may become subject under the Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:

            (i)    any untrue statement or alleged untrue statement made by the
     Issuers or the Guarantors in Section 2 hereof;

           (ii)    any untrue statement or alleged untrue statement of any
     material fact contained in any Memorandum or any amendment or supplement
     thereto; or

          (iii)    the omission or alleged omission to state, in any Memorandum
     or any amendment or supplement thereto, a material fact required to be
     stated therein or necessary to make the statements therein not misleading,

and will reimburse, as incurred, the Initial Purchasers and each such
controlling person for any reasonable legal or other expenses incurred by the
Initial Purchasers or such controlling person in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Issuers and the Guarantors will not be liable in any such case to the extent
that any such loss, claim, damage, or liability arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission
made in any Memorandum or any amendment or supplement thereto in reliance upon
and in conformity with written information concerning the Initial Purchasers
furnished to the Issuers by the Initial Purchasers through Deutsche Bank
Securities Inc. specifically for use therein. The indemnity provided for in this
Section 9 will be in addition to any liability that the Issuers and the
Guarantors may otherwise have to the indemnified parties. The Issuers and the
Guarantors shall not be liable under this Section 9 for any settlement of any
claim or action effected without their prior written consent, which shall not be
unreasonably withheld. In addition the Issuers and the Guarantors



                                      -25-

will not be liable to any Initial Purchaser or any person controlling such
Initial Purchaser with respect to any such untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Memorandum
that is corrected in the Final Memorandum (or any amendment or supplement
thereto) if the person asserting any such loss, claim, damage or liability
purchased Notes from such Initial Purchaser but was not sent or given a copy of
the Final Memorandum (as amended or supplemented) in any case where such
delivery of the Final Memorandum (as amended or supplemented) was required by
the Act, unless such failure to deliver the Final Memorandum (as amended or
supplemented) was a result of noncompliance by the Issuers and the Guarantors
with Section 5 hereof.

          (b)      Each Initial Purchaser, severally and not jointly, agrees to
indemnify and hold harmless the Issuers and the Guarantors, their directors and
managers, as applicable, their officers and each person, if any, who controls
the Issuers or any Guarantor within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act against any losses, claims, damages or
liabilities to which the Issuers, the Guarantors or any such director, manager,
officer or controlling person may become subject under the Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in any Memorandum or any
amendment or supplement thereto, or (ii) the omission or the alleged omission to
state therein a material fact required to be stated in any Memorandum or any
amendment or supplement thereto, or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information concerning such
Initial Purchaser furnished to the Issuers by such Initial Purchaser through
Deutsche Bank Securities Inc. specifically for use therein; and subject to the
limitation set forth immediately preceding this clause, will reimburse, as
incurred, any legal or other expenses incurred by the Issuers, the Guarantors or
any such director, manager, officer or controlling person in connection with
investigating or defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action in respect
thereof. The indemnity provided for in this Section 9 will be in addition to any
liability that the Initial Purchasers may otherwise have to the indemnified
parties. The Initial Purchasers shall not be liable under this Section 9 for any
settlement of any claim or action effected without their consent, which shall
not be unreasonably withheld. The Issuers and the Guarantors shall not, without
the prior written consent of the Initial Purchasers, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Initial Purchaser is or could have been a party, or indemnity could have been
sought hereunder by any Initial Purchaser, unless such settlement (A) includes
an unconditional written release of the Initial Purchasers, in form and
substance reasonably satisfactory to the Initial Purchasers, from all liability
on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act
by or on behalf of any Initial Purchaser.



                                      -26-

          (c)      Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 9, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; PROVIDED, HOWEVER, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 9 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the reasonable expenses of more than one separate
counsel (in addition to one local counsel in any jurisdiction) in any one action
or separate but substantially similar actions in the same jurisdiction arising
out of the same general allegations or circumstances, designated by the Initial
Purchasers in the case of paragraph (a) of this Section 9 or the Issuers or the
Guarantors in the case of paragraph (b) of this Section 9, representing the
indemnified parties under such paragraph (a) or paragraph (b), as the case may
be, who are parties to such action or actions) or (ii) the indemnifying party
has authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying party. All fees and expenses reimbursed pursuant
to this paragraph (c) shall be reimbursed as they are incurred. After such
notice from the indemnifying party to such in-



                                      -27-

demnified party, the indemnifying party will not be liable for the costs and
expenses of any settlement of such action effected by such indemnified party
without the prior written consent of the indemnifying party (which consent shall
not be unreasonably withheld), unless such indemnified party waived in writing
its rights under this Section 9, in which case the indemnified party may effect
such a settlement without such consent.

          (d)      In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this Section 9 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Securities or (ii) if
the allocation provided by the foregoing clause (i) is not permitted by
applicable law, not only such relative benefits but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions or alleged statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative benefits received by the Issuers and
the Guarantors on the one hand and any Initial Purchaser on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(before deducting expenses) received by the Issuers bear to the total discounts
and commissions received by such Initial Purchaser. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuers
and the Guarantors on the one hand, or such Initial Purchaser on the other, the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission,
and any other equitable considerations appropriate in the circumstances. The
Issuers and the Guarantors and the Initial Purchasers agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the first sentence of this
paragraph (d). Notwithstanding any other provision of this paragraph (d), no
Initial Purchaser shall be obligated to make contributions hereunder that in the
aggregate exceed the total discounts, commissions and other compensation
received by such Initial Purchaser under this Agreement, less the aggregate
amount of any damages that such Initial Purchaser has otherwise been required to
pay by reason of the untrue or alleged untrue statements or the omissions or
alleged omissions to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls an Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Initial Purchasers, and each



                                      -28-

director or manager of the Issuers or any Guarantor, each officer of the Issuers
or any Guarantor and each person, if any, who controls the Issuers or any
Guarantor within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Issuers and the
Guarantors.

          10.      SURVIVAL CLAUSE. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Issuers, the
Guarantors, their respective officers and the Initial Purchasers set forth in
this Agreement or made by or on behalf of them pursuant to this Agreement shall
remain in full force and effect, regardless of (i) any investigation made by or
on behalf of the Issuers, the Guarantors, any of their respective officers or
directors, the Initial Purchasers or any controlling person referred to in
Section 9 hereof and (ii) delivery of and payment for the Securities. The
respective agreements, covenants, indemnities and other statements set forth in
Sections 6, 9, 10, 15 and 16 hereof shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement.

          11.      DEFAULT BY AN INITIAL PURCHASER. If any one or more Initial
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in SCHEDULE 1 hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Initial Purchasers)
the Securities which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the
amount of Securities which the defaulting Initial Purchaser or Initial
Purchasers agreed but failed to purchase shall exceed 10% of the total aggregate
amount of Securities set forth in SCHEDULE 1 hereto, the remaining Initial
Purchasers shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting Initial
Purchasers do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Initial Purchaser or the Issuers except
as provided in Section 10 hereof. In the event of a default by any Initial
Purchaser as set forth in this Section 11, the Closing Date shall be postponed
for such period, not exceeding five business days, as the nondefaulting Initial
Purchasers shall determine in order that the required changes in the Final
Memorandum or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Initial Purchaser of
its liability, if any, to the Issuers or any nondefaulting Initial Purchaser for
damages occasioned by its default hereunder.

          12.      TERMINATION. (a) This Agreement may be terminated in the sole
discretion of the Initial Purchasers by notice to the Issuers given prior to the
Closing Date in the event that the Issuers and the Guarantors shall have failed,
refused or been unable to perform all obligations and satisfy all conditions on
their part to be performed or satisfied hereunder at



                                      -29-

or prior thereto (other than solely as a result of any failure of any Initial
Purchaser to perform its obligations hereunder) or, if at or prior to the
Closing Date:

            (i)    any of the Parent or the Subsidiaries shall have sustained
     any loss or interference with respect to its businesses or properties from
     fire, flood, hurricane, accident or other calamity, whether or not covered
     by insurance, or from any strike, labor dispute, slowdown or work stoppage
     or any legal or governmental proceeding, which loss or interference, in the
     sole judgment of the Initial Purchasers, has had or has a Material Adverse
     Effect, or there shall have been, in the sole judgment of the Initial
     Purchasers, any event or development that, individually or in the
     aggregate, has or could be reasonably likely to have a Material Adverse
     Effect (including without limitation a change in control of the Parent or
     the Subsidiaries), except in each case as described in the Final Memorandum
     (exclusive of any amendment or supplement thereto);

           (ii)    trading in securities of the Issuers or in securities
     generally on the New York Stock Exchange, American Stock Exchange or the
     Nasdaq National Market shall have been suspended or materially limited or
     minimum or maximum prices shall have been established on any such exchange
     or market;

          (iii)    a banking moratorium shall have been declared by New York or
     United States authorities or a material disruption in commercial banking or
     securities settlement or clearance services in the United States

           (iv)    there shall have been (A) an outbreak or escalation of
     hostilities between the United States and any foreign power, or (B) an
     outbreak or escalation of any other insurrection or armed conflict
     involving the United States or any other national or international calamity
     or emergency, or (C) any material change in the financial markets of the
     United States which, in the case of (A), (B) or (C) above and in the sole
     judgment of the Initial Purchasers, makes it impracticable or inadvisable
     to proceed with the offering or the delivery of the Notes as contemplated
     by the Final Memorandum; or

            (v)    any securities of the Issuers shall have been downgraded or
     placed on any "watch list" for possible downgrading by any nationally
     recognized statistical rating organization.

          (b)      Termination of this Agreement pursuant to Section 11 or this
Section 12 shall be without liability of any party to any other party except as
provided in Section 10 hereof.

          13.      INFORMATION SUPPLIED BY THE INITIAL PURCHASERS. The
statements set forth in the last paragraph on the front cover page and in the
third sentence of the third para-



                                      -30-

graph and the third sentence of the fifth paragraph under the heading "Private
Placement" in the Final Memorandum (to the extent such statements relate to the
Initial Purchasers) constitute the only information furnished by the Initial
Purchasers to the Issuers for the purposes of Sections 2(a) and 9 hereof.

          14.      NOTICES. All communications hereunder shall be in writing
and, if sent to the Initial Purchasers, shall be mailed or delivered to Deutsche
Bank Securities Inc., 31 West 52nd Street, New York, New York 10019, Attention:
Corporate Finance Department, with a copy to Cahill Gordon & Reindel LLP, 80
Pine Street, New York, New York 10005, Attention: John A. Tripodoro; if sent to
the Issuers, shall be mailed or delivered to the Issuers at Sterling Town
Center, 12900 Hall Road, Suite 200, Sterling Heights, Michigan 48313 Attention:
Chief Financial Officer, with a copy to Schulte Roth & Zabel LLP, 919 Third
Avenue, New York, New York 10022, Attention: Michael R. Littenberg, Esq.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; and one business day
after being timely delivered to a next-day air courier.

          15.      SUCCESSORS. This Agreement shall inure to the benefit of and
be binding upon the Initial Purchasers, the Issuers, the Guarantors and their
respective successors and legal representatives, and nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person any legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained; this Agreement and all conditions
and provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Issuers and the Guarantors contained in Section 9 of this
Agreement shall also be for the benefit of any person or persons who control the
Initial Purchasers within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act and (ii) the indemnities of the Initial Purchasers contained in
Section 9 of this Agreement shall also be for the benefit of the directors of
the Issuers and Guarantors, their respective officers and any person or persons
who control the Issuers or any of the Guarantors within the meaning of Section
15 of the Act or Section 20 of the Exchange Act. No purchaser of Securities from
the Initial Purchasers will be deemed a successor because of such purchase.

          16.      APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY
PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.



                                      -31-

          17.      COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



                                       S-1

          If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among the Issuers,
the Guarantors and the Initial Purchasers.

                                                 Very truly yours,

                                                 ADVANCED ACCESSORY SYSTEMS, LLC


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


                                                 AAS CAPITAL CORPORATION


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


                                                 CHAAS ACQUISITIONS, LLC


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


                                                 AAS ACQUISITIONS, LLC


                                                 By:   /s/ Marcel Fournier
                                                     ---------------------------
                                                     Name: Marcel Fournier
                                                     Title: President



                                       S-2

                                                 VALLEY INDUSTRIES, LLC


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


                                                 VALTEK LLC


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


                                                 SPORTRACK, LLC


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



                                       S-3

The foregoing Agreement is hereby conf-
irmed and accepted as of the date first
above written.


DEUTSCHE BANK SECURITIES INC.
CREDIT SUISSE FIRST BOSTON LLC

By: Deutsche Bank Securities Inc.


By:    /s/ Edwin E. Roland
     ---------------------------
     Name: Edwin Roland
     Title: Director


By:    /s/ Catherine Madigan
       -------------------------
     Name: Catherine Madigan
     Title: Managing Director



                                                                      SCHEDULE 1



                                                                   PRINCIPAL
                                                                   AMOUNT OF
INITIAL PURCHASER                                                  NOTES
- -----------------                                                  -------------
                                                                
Deutsche Bank Securities Inc..................................     $ 105,000,000

Credit Suisse First Boston LLC ...............................     $  45,000,000

     Total                                                         $ 150,000,000
                                                                   =============




                                                                      SCHEDULE 2

                           SUBSIDIARIES OF THE PARENT



                                                         JURISDICTION OF
NAME                                                     INCORPORATION/FORMATION
- --------------------------------------------------------------------------------
                                                      
AAS Acquisitions, LLC                                    Delaware
Brink Nordisk Holdings ApS                               Denmark
CHAAS Holdings B.V.                                      Netherlands
CHAAS Holdings II B.V.                                   Netherlands
CHAAS Holdings III B.V.                                  Netherlands
Advanced Accessory Systems, LLC                          Delaware
SportRack, LLC                                           Delaware
Valley Industries, LLC                                   Delaware
Valtek, LLC (Delaware)                                   Delaware
AAS Capital Corporation                                  Delaware
SportRack Accessories Inc.                               Canada
Nomadic Sport Inc                                        Netherlands
Brink International B.V                                  Netherlands
Brink B.V.                                               Netherlands
Brink Trekhaken B.V.                                     Sweden
Brink Sverige AB                                         France
Brink France S.a.r.L.                                    France
Societe Francaise d'Equipements et d'Accessoires SA      France
SCI L'Elmontaise,                                        France
Ellebi s.r.l                                             Italy
Brink U.K. Limited                                       U.K.
Towforce UK Limited (currently dormant)                  U.K.
Nordisk Komponent Holding A/S                            Denmark
Brink A/S                                                Denmark
Brink Polska Sp z.o.o.                                   Poland
SportRack GmbH                                           Germany
SportRack s.r.o.                                         Czech Republic
SportRack Iberica Automotive, S.L. Unipersonal           Spain

EX-3.2

                                                                     EXHIBIT 3.2

================================================================================


                           FOURTH AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                         ADVANCED ACCESSORY SYSTEMS, LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                           DATED AS OF APRIL 15, 2003


================================================================================



                           FOURTH AMENDED AND RESTATED

                               OPERATING AGREEMENT

                                       OF

                         ADVANCED ACCESSORY SYSTEMS, LLC

          FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (the "AGREEMENT") of
ADVANCED ACCESSORY SYSTEMS, LLC (the "COMPANY"), dated as of April 15, 2003, by
and among CHAAS Acquisitions, LLC (the "MANAGING MEMBER") and any person
hereafter admitted to the Company pursuant hereto (collectively with the
Managing Member, the "MEMBERS").

                              PRELIMINARY STATEMENT

          WHEREAS, the Company was formed on August 28, 1995 pursuant to the
Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, ET SEQ., as
amended from time to time (the "DELAWARE ACT");

          WHEREAS, certain of the former members of the Company were party to
that certain Operating Agreement dated as of September 28, 1995, which was
amended and restated by the then current members of the Company on October 30,
1996 and August 5, 1997 (as so amended and restated, the "PRIOR OPERATING
AGREEMENT");

          WHEREAS, [on the date hereof], the Managing Member purchased 100% of
the ownership interests in the Company, all in accordance with the terms and
conditions of that certain Securities Purchase Agreement (the "SECURITIES
PURCHASE AGREEMENT"), dated as of April 15, 2003, among the Company, the
Managing Member and the holders of all of the issued and outstanding equity
interests of the Company immediately prior to the date hereof;

          WHEREAS, the Company and the Managing Member desire to enter into this
Agreement for the purpose of amending and restating the Prior Operating
Agreement;

          NOW, THEREFORE, the agreement governing the Company is amended and
restated as follows:

          1.   NAME. The name of the Company is "Advanced Accessory Systems,
LLC".

          2.   PURPOSE.

          (a)  The Company is organized for the purpose of engaging in any and
all activities permitted under applicable law, including, without limitation,
engaging in investment, trading or financing activities of all kinds (for its
own account or the account of others) and carrying on any business relating
thereto or arising therefrom, including entering into any



partnership, limited liability company, joint venture or other similar
arrangement or owning interests in any entity engaged in any of the foregoing
activities.

          (b)  The Company shall have the power to engage in all actions,
proceedings, activities and transactions that the Managing Member may deem
necessary or advisable in connection with the foregoing purposes.

          3.   REGISTERED OFFICE; REGISTERED AGENT. The registered office of the
Company in the State of Delaware is The Prentice-Hall Corporation System, Inc.,
32 Loockarman Square, Suite L-100, Dover, Delaware 19904. The name and address
of the registered agent of the Company for service of process on the Company in
the State of Delaware is National Corporate Research, Ltd., 615 South DuPont
Highway, Dover, Delaware 19901.

          4.   MEMBERS. The name and the address of the Managing Member is as
follows:



          Name                                          Address
          ----                                          -------
                                                     
          CHAAS Acquisitions, LLC                       c/o Castle Harlan, Inc.
                                                        150 East 58th St.
                                                        New York, New York 10155


          5.   MANAGEMENT OF THE COMPANY. The business and affairs of the
Company shall be managed by the Managing Member, who shall have the power and
authority, on behalf of the Company, to take any action of any kind not
inconsistent with the provisions of this Agreement and to do anything and
everything it deems necessary or appropriate to carry on the business and
purposes of the Company[, including, but not limited to:

          (a)  to manage and direct the business affairs of the Company, to do
any and all acts on behalf of the Company and to exercise all rights of the
Company with respect to its interest in any other person, corporation,
partnership or other entity, including, without limitation, the voting of
securities, exercise of redemption rights, participation in arrangements with
creditors, the institution, defense and settlement or compromise of suits and
administrative proceedings and other like or similar matters;

          (b)  to acquire, own, lease, sublease, manage, hold, deal in, control
or dispose of any interests or rights in real or personal property;

          (c)  to hire employees, consultants, attorneys, accountants,
appraisers and other advisers for the Company;

          (d)  to open, trade and otherwise conduct accounts with brokers and
dealers;

          (e)  to open, maintain and close bank accounts and draw checks or
other orders for the payment of funds;

                                       -2-


          (f)  to borrow money or obtain credit from banks, lending institutions
or any other person;

          (g)  to assume obligations, incur liabilities, lend money or otherwise
use the credit of the Company;

          (h)  to direct the formulation of investment policies and strategies
for, and perform all other acts on behalf of, the Company and any entities for
which the Company acts as general partner, adviser, manager or in other similar
capacities, including those activities specified above in clauses (a) and (b);
and

          (i)  to organize one or more corporations or other entities to hold
record title, as nominee for the Company, to securities, funds or other assets
of the Company.]

          There shall not be a "manager" (within the meaning of the Delaware
Act) of the Company. The Managing Member is, to the extent of its rights and
powers set forth in this Agreement, an agent of the Company for the purpose of
the Company's business, and the actions of the Managing Member taken in
accordance with such rights and powers shall bind the Company.

          6.   OFFICERS; DESIGNATION; TERM; QUALIFICATIONS. The Managing Member
may, from time to time, designate one or more Persons to be Officers of the
Company, such Persons to serve in such offices until resignation or removal. Any
Officer so designated shall have such authority and perform such duties as the
Managing Member is permitted to perform under this Agreement and may, from time
to time, delegate to such person. The Managing Member may assign titles to
particular Officers, and unless the Managing Member decides otherwise, the
assignment of such title shall constitute the delegation to such Officer of the
authority and duties that are normally associated with that office. Each Officer
shall hold office for the term for which such Officer is designated and until
his or her successor shall be duly designated and shall qualify or until his or
her death, resignation or removal (with or without cause) by the Initial Member
or as otherwise provided in this Agreement. Any person may hold any number of
offices. No Officer need be a manager, a Member, a Delaware resident or a United
States citizen. Designation of such a person as an Officer of the Company shall
not of itself create any contract rights in such person. The Managing Member
hereby initially appoints Terence C. Seikel as Chief Executive Officer of the
Company.

          7.   INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND AGENTS.
(a) Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter, a "proceeding") by
reason of the fact that he or she is or was a Managing Member or an officer of
the Company, or is or was serving at the request of the Company as a manager,
director, officer, employee or agent of another limited liability company or of
a corporation, partnership, joint venture, trust or other enterprise, including
a service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such a proceeding is alleged action in an
official capacity as a Managing Member, officer, employee or agent or in any
other capacity while serving as a Managing Member, officer, employee or agent,
shall be indemnified and held harmless by the Company to the fullest extent
authorized by the Delaware

                                       -3-


Act (including indemnification for negligence or gross negligence but excluding
indemnification (i) for acts or omissions involving actual fraud or willful
misconduct or (ii) with respect to any transaction from which the indemnitee
derived an improper personal benefit), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith.

               (b)  The right to indemnification conferred in Section 7(a) shall
include the right to be paid by the Company the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"). The rights to indemnification and to
the advancement of expenses conferred in Section 7(a) and this Section 7(b)
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Managing Member, officer, employee or agent and shall inure
to the benefit of the indemnitee's heirs, executors and administrators.

               c)   The rights to indemnification and to the advancement of
expenses conferred in this Section 7 shall not be exclusive of any other right
that any person may have or hereafter acquire under any statute, agreement, vote
of the Managing Member, or otherwise.

               d)   The Company may maintain insurance, at its expense, to
protect itself and any Managing Member, officer, employee or agent of the
Company or another limited liability company, consultant, corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the Delaware Act.

               e)   The Company may, to the extent authorized from time to time
by the Managing Members, grant rights to indemnification and to advancement of
expenses to any employee or agent of the Company to the fullest extent of the
provisions of this Section 7 with respect to the indemnification and advancement
of expenses of the Managing Member and officers of the Company.

          8.   DISSOLUTION. The Company shall be dissolved and its affairs shall
be wound up upon the earlier to occur of: (a) determination by the Managing
Member; and (b) the dissolution of the Managing Member.

          9.   INITIAL CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS. The Managing
Member has made a capital contribution to the Company in the amount set forth in
the books and records of the Company. The capital account (the "CAPITAL
ACCOUNT") of each Member shall be in an amount equal to such Member's initial
capital contribution, adjusted from time to time for additional contributions,
withdrawals, allocations of appreciation and depreciation and other appropriate
items. The "PERCENTAGE INTERESTS" of the Members in the Company are determined
for each Member of the Company by dividing the amount of each Member's Capital
Account by the aggregate Capital Accounts of all Members. The sum of the
Percentage Interests shall equal 100 percent.

          10.  ADDITIONAL CONTRIBUTIONS. No Member shall have any obligation to
make additional capital contributions to the Company.

                                       -4-


          11.  TAX MATTERS. The Managing Member intends that the Company not be
treated as an association for Federal income tax purposes. The Company shall
maintain a Capital Account for each Member in accordance with Treasury
Regulation Section 1.704-1(b). The Company's taxable income and tax losses shall
be allocated PRO RATA based on Percentage Interests. The Managing Member shall
act as the "tax matters partner" within the meaning of Section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended.

          12.  DISTRIBUTIONS. Distributions shall be made to the Members at the
times and in the aggregate amounts determined by the Managing Member.
Notwithstanding the foregoing, distributions made in connection with a sale of
all or substantially all the Company's assets or a liquidation of the Company
shall be made in accordance with the Capital Account balances of the Members
within the time period set forth in Treasury Regulation Section
1.704-1(b)(2)(ii)(b)(3).

          13.  ADMISSION OF ADDITIONAL OR SUBSTITUTE MEMBERS. The Company may
admit substitute or additional members at the Managing Member's discretion, the
names of which shall be inscribed on SCHEDULE I hereto from time to time.

          14.  LIABILITY OF THE MEMBERS. The Members shall not have any
liability for the obligations or liabilities of the Company except to the extent
expressly provided in the Delaware Act.

          15.  BENEFITS OF AGREEMENT. None of the provisions of this Agreement
shall be for the benefit of or enforceable by any creditor of the Company or of
any Member.

          16.  HEADINGS. The titles of Sections of this Agreement are for
convenience of reference only and shall not define or limit any of the
provisions of this Agreement.

          17.  GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without giving effect to
conflicts of law principles of such State.

          18.  AMENDMENTS. This Agreement may be amended only by written
instrument executed by the Members.

                                       -5-


          IN WITNESS WHEREOF, the undersigned has duly executed this Limited
Liability Company Agreement as of the date and year first written above.


                                                CHAAS ACQUISITIONS, LLC


                                                By: /s/ Marcel Fournier
                                                    ----------------------------
                                                    Name: Marcel Fournier
                                                    Title: Senior Vice-President


Advanced Accessory Systems Operating Agreement



                                   SCHEDULE I

                               ADDITIONAL MEMBERS



                                                             Initial Capital
      Member Name               Percentage Interest           Contribution
      -----------               -------------------          ---------------
                                                        
CHAAS Acquisitions, LLC                 100%                  $ 99,500,000


                                       I-1

EX-3.5

                                                                     EXHIBIT 3.5


                            CERTIFICATE OF FORMATION

                                       OF

                             CHAAS ACQUISITIONS, LLC

     The undersigned, desiring to form a limited liability company pursuant to
the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, hereby
certifies as follows:

     FIRST:    The name of the limited liability company is: CHAAS Acquisitions,
LLC

     SECOND:   The address of its registered office in the State of Delaware is
615 South DuPont Highway, Dover, County of Kent, Delaware 19901. The name of its
registered agent at such address is National Corporate Research, Ltd.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation this 20th day of May 2003.

                                               CHAAS HOLDINGS, LLC


                                               By:   /s/ William Pruellage
                                                   -----------------------------
                                                   Name:  William Pruellage
                                                   Title: Vice President

EX-3.6

                                                                     EXHIBIT 3.6


================================================================================


                               OPERATING AGREEMENT

                                       OF

                             CHAAS ACQUISITIONS, LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                            DATED AS OF MAY 20, 2003


================================================================================




                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                           
ARTICLE I. DEFINED TERMS...................................................... 1
  SECTION 1.1.   Definitions.................................................. 1
  SECTION 1.2.   Usage........................................................ 2

ARTICLE II. ORGANIZATION...................................................... 3
  SECTION 2.1.   Name......................................................... 3
  SECTION 2.2.   Place of Registered Office; Registered Agent................. 3
  SECTION 2.3.   Purpose and Limitations on Activities........................ 3
  SECTION 2.4.   Term......................................................... 3
  SECTION 2.5.   Fiscal Year.................................................. 3
  SECTION 2.6.   Filings...................................................... 3
  SECTION 2.7.   Limitations on Company Powers................................ 4
  SECTION 2.8.   No State-Law Partnership..................................... 4
  SECTION 2.9.   Admission of Members......................................... 4

ARTICLE III. CAPITAL CONTRIBUTIONS; DISTRIBUTIONS............................. 4
  SECTION 3.1.   Initial Capital Contributions; Percentage Interests.......... 4
  SECTION 3.2.   Additional Contributions..................................... 4
  SECTION 3.3.   Tax Matters.................................................. 4
  SECTION 3.4.   Distributions................................................ 4

ARTICLE IV. OPERATIONS AND MANAGEMENT......................................... 5
  SECTION 4.1.   Board of Managers; Powers.................................... 5
  SECTION 4.2.   Officers; Duties and Powers.................................. 7
  SECTION 4.3.   Exculpation and Indemnification.............................. 9

ARTICLE V. DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY............10
  SECTION 5.1.   Dissolution..................................................10
  SECTION 5.2.   Continuation of the Company..................................10

ARTICLE VI. MISCELLANEOUS.....................................................10
  SECTION 6.1.   Notices......................................................10
  SECTION 6.2.   Entire Agreement; Amendment and Waivers......................11
  SECTION 6.3.   Section Headings.............................................11
  SECTION 6.4.   Counterparts.................................................11
  SECTION 6.5.   Severability.................................................11
  SECTION 6.6.   Governing Law................................................11
  SECTION 6.7.   Incorporation by Reference...................................11
  SECTION 6.8.   Limitation on Liability......................................11
  SECTION 6.9.   Successors and Assigns.......................................12
  SECTION 6.10.  Variation of Pronouns........................................12
  SECTION 6.11.  Further Action...............................................12
  SECTION 6.12.  Benefits Only to Parties.....................................12




EXHIBITS

Exhibit A   List of Members, Capital Contributions, and Percentage Interests

Exhibit B   Form of Instrument of Accession

                                       -i-


                               OPERATING AGREEMENT

                                       OF

                             CHAAS ACQUISITIONS, LLC

          OPERATING AGREEMENT (this "AGREEMENT") of CHAAS ACQUISITIONS, LLC (the
"COMPANY"), dated as of the 20th day of May, 2003, by and among the Company and
CHAAS HOLDINGS, LLC, a Delaware corporation ("HOLDINGS"), and any other Members
listed on EXHIBIT A hereto from time to time. All capitalized terms used herein
shall have the meaning ascribed to such terms in Article I hereto.

                              W I T N E S S E T H:

          WHEREAS, the Company was formed on May 20, 2003 under the name "CHAAS
Acquisitions, LLC" pursuant to the Act;

          WHEREAS, the Company and each of the Members desire to enter into this
Agreement in order to set forth the operating procedures for the Company; and

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto do hereby mutually covenant and
agree as follows:

                                   ARTICLE I.

                                  DEFINED TERMS

          SECTION 1.1.  DEFINITIONS. For purposes of this Agreement, the
following terms shall have the meanings set forth below:

          "ACT" shall mean the Delaware Limited Liability Company Act (6 Del. C.
Section 18-101, et seq., as amended from time to time).

          "AFFILIATE" shall mean with respect to any specified Person, a Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such specified Person (it being
understood that a Person shall be deemed to "control" another Person, for
purposes of this definition, if such Person directly or indirectly has the power
to direct or cause the direction of the management and policies of such other
Person whether through holding beneficial ownership interests in such other
Person, through contracts or otherwise). For purposes of an individual, an
affiliate shall also mean any family member of such individual or a Person owned
10% or more by such individual.

          "APPLICABLE LAW" shall mean, with respect to any Person, all
provisions of laws, statutes, ordinances, rules, regulations, permits or
certificates of any Governmental Authority applicable to such Person or any of
its assets or property, and all judgments, injunctions, orders and decrees of
all courts, arbitrators or Governmental Authorities in proceedings or actions in
which such Person is a party or by which any of its assets or properties are
bound.



          "BUSINESS DAY" shall mean any day except a Saturday, a Sunday or any
other day on which commercial banks are required or authorized to close in New
York, New York.

          "CERTIFICATE OF FORMATION" shall mean the Certificate of Formation of
the Company, as amended from time to time.

          "CODE" shall mean the U.S. Internal Revenue Code of 1986, as amended
from time to time, including the corresponding provisions of any successor law.

          "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any
foreign, federal, state, province, city, town, municipality, county, local or
other political subdivision thereof or thereto and any department, commission,
court or arbitrator of competent jurisdiction, stock exchange board, bureau,
instrumentality, agency, organization, self-regulatory authority or other entity
exercising executive, legislative, judicial, taxing, regulatory,
quasi-governmental or administrative powers or functions of or pertaining to
government.

          "MEMBER" shall mean Holdings, and each other Person executing this
Agreement as a Member (or any successor or permitted assignee of such Member).

          "OFFICERS" means the persons appointed as officers of the Company as
provided under Section 2.2.

          "PERSON" shall mean an individual, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization, including a Governmental Authority.

          "SUBSIDIARY" shall means, with respect to any Person, any corporation,
partnership, business trust, joint stock company, association, limited liability
company or other business entity of which (a) if a corporation, a majority of
the total voting power of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (b) if a partnership, limited liability company, business trust,
joint stock company, association or other business entity other than a
corporation, a majority of the partnership, membership or other similar
ownership interests thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof. For purposes hereof, a Person or Persons shall be deemed to
have a majority ownership interest in a partnership, limited liability company,
business trust, joint stock company, association or other business entity other
than a corporation if such Person or Persons shall be allocated a majority of
the partnership, association or other business entity gains or losses or shall
be or control the managing director, manager, a general partner or the trustee
of such partnership, limited liability company, business trust, joint stock
company, association or other business entity.

          "UNIT" shall mean any limited liability company interest in the
Company, with the respective rights, powers and preferences as provided in this
Agreement.

          SECTION 1.2.  USAGE. Unless the context of this Agreement otherwise
requires (a) words of any gender are deemed to include each other gender; (b)
words using

                                       -2-


singular or plural number also include the plural or singular number,
respectively; (c) the terms "HEREOF," "HEREIN," "HEREBY," "HERETO," and
derivative or similar words refer to this entire Agreement; (d) the terms
"ARTICLE" or "SECTION" refer to the specified Article or Section of this
Agreement; (e) all references to "DOLLARS" or "$" refer to currency of the
United States of America; (f) the term "or" is not exclusive; and (g) "INCLUDE,"
"INCLUDING" and their derivatives mean "INCLUDING WITHOUT LIMITATION."

                                   ARTICLE II.

                                  ORGANIZATION

          SECTION 2.1.  NAME. The name of the Company shall be CHAAS
Acquisitions, LLC. All business of the Company shall be conducted under such
name, unless otherwise consented to by the Board of Managers.

          SECTION 2.2.  PLACE OF REGISTERED OFFICE; REGISTERED AGENT. The
address of the registered office of the Company in the State of Delaware is 615
South DuPont Highway, Dover, Delaware 19901. The name and address of the
registered agent for service of process on the Company in the State of Delaware
is National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware
19901. The Board of Managers may at any time on ten (10) days' prior notice to
all Members change the location of the Company's registered office or change the
registered agent, if the Board of Managers deems it advisable.

          SECTION 2.3.  PURPOSE AND LIMITATIONS ON ACTIVITIES. The purpose of
the Company is to engage in any lawful business that may be engaged in by a
limited liability company organized under the Act, as such business activities
may be determined by the Board of Managers from time to time.

          SECTION 2.4.  TERM. The Company shall continue in existence until this
Agreement is terminated pursuant to Article V.

          SECTION 2.5.  FISCAL YEAR. The fiscal year of the Company (the "FISCAL
YEAR") shall be the calendar year.

          SECTION 2.6.  FILINGS. (a) The Certificate of Formation was filed with
the Secretary of State of Delaware on May 20, 2003, by an "authorized person"
within the meaning of the Act, and the Members hereby ratify and approve such
filing. The Board of Managers shall use its reasonable efforts to cause
amendments to the Certificate of Formation to be executed and filed whenever
required by the Act.

               (b)  The Board of Managers (as defined in Section 2.1) shall use
its reasonable efforts to take such other actions as may be reasonably necessary
to perfect and maintain the status of the Company as a limited liability company
under the laws of the State of Delaware.

               (c)  Subject to Section 2.7, the Board of Managers shall cause
the Company to be qualified, formed or registered under assumed or fictitious
name statutes or similar laws in any jurisdiction in which the Company transacts
business in which such

                                       -3-


qualification, formation or registration is required or desirable. Subject to
Section 2.7, the Board of Managers shall cause an authorized person within the
meaning of the Act to execute, deliver and file any certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.

          SECTION 2.7.  LIMITATIONS ON COMPANY POWERS. Notwithstanding anything
contained herein to the contrary, the Company shall not do business in any
jurisdiction that would jeopardize the limitation on liability afforded to the
Members under the Act or this Agreement.

          SECTION 2.8.  NO STATE-LAW PARTNERSHIP. The Members intend that the
Company not be a partnership (including, without limitation, a limited
partnership) or joint venture, and that no Member be an agent, partner or joint
venturer of any other Member for any purposes other than U.S. federal and state
tax purposes, and this Agreement shall not be construed to suggest otherwise.

          SECTION 2.9.  ADMISSION OF MEMBERS. Each Person listed on EXHIBIT A
shall be admitted to the Company as a Member, either upon execution of this
Agreement, upon execution and delivery of an Instrument of Accession in the form
attached hereto as EXHIBIT B or at subsequent times determined by the Board of
Managers.

                                  ARTICLE III.

                      CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

          SECTION 3.1.  INITIAL CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS. The
capital account (the "CAPITAL ACCOUNT") of each Member shall be in an amount
equal to such Member's initial capital contribution, adjusted from time to time
for additional contributions, withdrawals, allocations of appreciation and
depreciation and other appropriate items. The "PERCENTAGE INTERESTS" of the
Members in the Company are determined for each Member of the Company by dividing
the amount of each Member's Capital Account by the aggregate Capital Accounts of
all Members. The sum of the Percentage Interests shall equal 100 percent.

          SECTION 3.2.  ADDITIONAL CONTRIBUTIONS. No Member shall have any
obligation to make additional capital contributions to the Company.

          SECTION 3.3.  TAX MATTERS. The Members intend that the Company not be
treated as an association for Federal income tax purposes. The Company shall
maintain a Capital Account for each Member in accordance with Treasury
Regulation Section 1.704-1(b). The Company's taxable income and tax losses shall
be allocated PRO RATA based on Percentage Interests. The Board of Managers shall
select a manager to serve as the "tax matters partner" within the meaning of
Section 6231(a)(7) of the Code and shall have all the powers and obligations of
a tax matters partner pursuant to the Code.

          SECTION 3.4.  DISTRIBUTIONS. Distributions shall be made to the
Members at the times and in the aggregate amounts determined by the Board of
Managers. Notwithstanding the foregoing, distributions made in connection with a
sale of all or substantially all the

                                       -4-


Company's assets or a liquidation of the Company shall be made in accordance
with the Capital Account balances of the Members within the time period set
forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(3).

                                   ARTICLE IV.

                            OPERATIONS AND MANAGEMENT

          SECTION 4.1.  BOARD OF MANAGERS; POWERS. (a) The business and affairs
of the Company shall be managed by the board of managers (the "BOARD OF
MANAGERS") who will have the rights, powers, duties and liabilities described in
this Agreement, subject to the delegation of rights and powers provided herein
and the limitations provided herein and under the Act. Subject to the
limitations of this Agreement and the Act and the delegation of rights and
powers provided herein, the overall business and affairs of the Company shall be
managed by the Board of Managers, which business and affairs shall be operated
consistent with the terms and conditions of this Agreement and the Act. The
Board of Managers shall have the power to do any and all acts necessary or
convenient to or for the furtherance of the purposes described herein, including
all powers, statutory or otherwise, possessed by a Manager of a limited
liability company under the laws of the State of Delaware.

               (b)  The Board of Managers shall consist of at least three (3)
and not more than twelve (12) managers, as determined from time to time by the
Board of Managers. The initial Managers shall be those individuals set forth in
SCHEDULE I hereto.

               (c)  Additional members of the Board of Managers may be appointed
from time to time by a majority of the members of the Board of Managers or by
the Members holding a majority of the outstanding voting Units of the Company.

               (d)  The Board of Managers shall be elected, at such times as
determined by the Board of Managers, by Members holding a majority of the voting
units or entitled to vote a majority of the voting units. All Managers shall
hold office until their respective successors have been elected and qualified,
subject to the provisions of this Agreement with respect to vacancies on the
Board of Managers. Managers may be removed from time to time, with or without
cause, by a majority of the members of the Board of Managers or the Members
holding a majority of the then outstanding voting Units of the Company.

               (e)  VACANCIES. A vacancy on the Board of Managers shall be
deemed to exist in the event of the death, incapacitation, resignation or
removal of any Manager. A vacancy or vacancies in the Board of Managers may be
filled by Members holding a majority of the voting units or entitled to vote a
majority of the voting Units.

               (f)  MEETINGS. Meetings of the Board of Managers may be called by
any CHP Board Designee or any two (2) other Managers on at least two (2)
Business Days' prior written notice to each Manager, which notice shall contain
the time and place of such meeting. A majority of the total number of Managers
shall constitute a quorum for the transaction of business by the Board of
Managers. All actions of the Board of Managers shall require the

                                       -5-


affirmative vote of a majority of the total number of Managers. Decisions made
by the Board of Managers at any meeting, however convened, shall be as valid as
though held after due notice if, either before or after the meeting, each and
every Manager signs a written waiver of notice or a consent to the holding of
such meeting or written approval of the minutes thereof.

               (g)  TELEPHONE CONFERENCE; UNANIMOUS WRITTEN CONSENT. Meetings of
the Board of Managers may be held by telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participate in the conversation. Any action
required or permitted to be taken by the Board of Managers may be taken without
a meeting and without prior notice if all of the Managers shall consent in
writing to such action. Such consent or consents shall be filed with the minutes
of the proceedings of the Board of Managers and shall have the same force and
effect as a unanimous vote of the Board of Managers.

               (h)  (i) COMMITTEES OF THE BOARD. The Board of Managers may
designate an executive committee and other committees, each consisting of one or
more Managers. Each committee (including the members thereof) shall serve at the
pleasure of the Board of Managers and shall keep minutes of its meetings and
report the same to the Board. The Board of Managers may designate one or more
Managers as alternate members of any committee, who may replace any absent or
disqualified member or members at any meeting of the committee. In addition, in
the absence or disqualification of a member of a committee, if no alternate
member has been designated by the Board of Managers, the member or members
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board of
Managers to act at the meeting in the place of the absent or disqualified
member. Except as limited by Applicable Law, each committee, to the extent
provided in the resolution of the Board of Managers establishing it, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Company.

                    (ii) OPERATION OF COMMITTEES. A majority of all the members
of a committee shall constitute a quorum for the transaction of business, and
the vote of a majority of all the members of a committee present at a meeting at
which a quorum is present shall be the act of the committee. In other respects
each committee shall conduct its business in the same manner as the Board of
Managers conducts its business pursuant to this Section 4.1. Each committee
shall adopt whatever other rules of procedure it determines for the conduct of
its activities.

               (i)  CHAIRMAN. The Board of Managers may, if it so determines,
elect from among its members a Chairman of the Board and/or a Vice Chairman of
the Board. The Chairman of the Board, if any, shall preside at all meetings of
the Board of Managers and of the Members at which he or she shall be present and
shall have and may exercise such powers as may, from time to time, be assigned
to him or her by the Board of Managers or as may be provided by Applicable Law.
In the absence of the Chairman of the Board, the Vice Chairman of the Board, if
any, shall preside at all meetings of the Board of Managers and of the Managers
at which he or she shall be present and shall have and may exercise such powers
as may, from time to time, be assigned to him or her by the Board of Managers or
as may be provided by Applicable Law.

                                       -6-


               (j)  LIMITATION ON LIABILITY OF MANAGERS. The Managers shall not,
by reason of being a Manager, be bound by, or be personally liable to any
third-party for a judgment, decree or order of a court or in any other manner,
for the expenses, liabilities or obligations of the Company whether arising in
contract, tort or otherwise, solely by reason of being a Manager of the Company.

               (k)  COMPENSATION AND REIMBURSEMENT. The Managers who are
employees of the Company shall not receive compensation for their services
performed on behalf of the Company or other benefits they provide to the
Company, except pursuant to any employment agreement or other employee benefit
plan approved by the Board of Managers. The Managers shall be entitled to
reimbursement for reasonable, documented expenses incurred by them in managing
and conducting the business and affairs of the Company.

          SECTION 4.2.  OFFICERS; DUTIES AND POWERS.

               (a)  PRINCIPAL OFFICERS. The Officers of the Company shall be a
Chief Executive Officer, Secretary and Treasurer and may be a President, Chief
Operating Officer, Chief Financial Officer, one or more Vice Presidents, and one
or more Assistant Treasurers or Assistant Secretaries. The initial Officers of
the Company are set forth in SCHEDULE II hereto.

               (b)  OTHER OFFICERS. The Board of Managers may also appoint such
other Officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Managers.

               (c)  COMPENSATION. The compensation of all Officers and all
officers of the Company's Subsidiaries shall be fixed by the Board of Managers;
PROVIDED, HOWEVER, that their salaries shall conform to any employment agreement
entered into between the Company or a Company Subsidiary and any Officer.

               (d)  AUTHORITY OF OFFICERS.

                    (i)    The Chief Executive Officer of the Company (the
"CEO") shall have general and active management of the business of the Company,
and shall see that all orders and resolutions of the Board of Managers, the
Chairman or the Vice Chairman are carried out. The CEO shall execute bonds,
mortgages and other contracts except where the signing and execution shall be
expressly delegated by the Board of Managers to one or more other Officers or
agents of the Company.

                    (ii)   If appointed, the President, Chief Operating Officer,
Chief Financial Officer, Vice Presidents, Treasurer, Secretary, Assistant
Treasurers and Assistant Secretaries shall have the powers and duties described
in this Section 4.2, as may be modified from time to time by the Board of
Managers:

                           (A)   PRESIDENT. The President, if appointed, shall
have responsibility for the day-to-day management and operation of the business
of the Company and other such duties and responsibilities as determined by the
CEO or Board of Managers.

                                       -7-


                           (B)   CHIEF OPERATING OFFICER. The Chief Operating
Officer shall have responsibility for the day-to-day management and operation of
the business of the Company, general oversight of the operation of the Company's
operations and employees, and other such duties and responsibilities as
determined by the CEO, the President, if any, or Board of Managers.

                           (C)   CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall have responsibility for the day-to-day management and general
oversight of the accounting and finance function of the Company and supervision
of any Treasurer and Assistant Treasurers, and other such duties and
responsibilities as determined by the CEO, the President, if any, the Chief
Operating Officer or Board of Managers.

                           (D)   THE VICE PRESIDENTS. The Vice Presidents shall
perform such duties and have such powers as the Board of Managers or the CEO,
the President, if any, or the Chief Operating Officer may from time to time
prescribe.

                           (E)   THE SECRETARY; ASSISTANT SECRETARY. The
Secretary shall attend all meetings of the Board of Managers and all meetings of
the Members and record all the proceedings of the meetings of the Company and of
the Board of Managers in a book to be kept for that purpose and shall perform
like duties for any standing committees when required. He or she shall give, or
cause to be given, notice of all meetings of the Members and special meetings of
the Board of Managers, and shall perform such other duties as may be prescribed
by the Board of Managers, the CEO or, the President, if any, under whose
supervision he or she shall be. In the absence of the Secretary or in the event
of his or her incapacity or refusal to act, or at the direction of the
Secretary, any Assistant Secretary may perform the duties of the Secretary.

                           (F)   THE TREASURER; ASSISTANT TREASURER. The
Treasurer shall have the custody of the Company's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Company and shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may be designated
by the Board of Managers. The Treasurer shall disburse the funds of the Company
as may be ordered by the Board of Managers, CEO, President, if any, Chief
Financial Officer or Chief Operating Officer taking proper vouchers for such
disbursements, and shall render to the Chairman, Vice Chairman, CEO, the
President, if any, Chief Operating Officer, Chief Financial Officer and the
Board of Managers, at its regular meetings, or when any Officer so requires, an
account of all transactions as treasurer and of the financial condition of the
Company. Notwithstanding the foregoing, any checks of the Company in excess of
$50,000 shall require the signatures of the Treasurer, Assistant Treasurer, or
controller of the Company, and the CEO (or other Officer designated by him), or
as otherwise determined by the Board of Managers.

               (e)  LIMITATIONS ON OFFICER'S POWERS. Notwithstanding any other
provision contained in this Agreement to the contrary, should a delegation of
authority be established by the Board of Managers, no act shall be taken, sum
expended, decision made, obligation incurred or power exercised by any Officer
on behalf of the Company other than in accordance with such delegation of
authority.

                                       -8-


               (f)  TERM OF OFFICERS.

                    (i)    An Officer may resign at any time by giving written
notice to the Board of Managers. The resignation of an Officer shall take effect
upon the Board of Manager's receipt of written notice of the Officer's
resignation or at such later time as shall be specified in the written notice.
Unless otherwise specified in the Officer's written notice of resignation, the
acceptance of the Officer's resignation shall not be necessary to make it
effective. If the Officer also is a Member, the Officer's resignation as an
Officer shall not affect the Officer's rights as a Member and shall not
constitute a withdrawal of the Officer as a Member.

                    (ii)   The Board of Managers may  terminate  the  employment
of and remove any Officer with or without cause.

                    (iii)  The Board of  Managers  may elect at any time a new
or replacement Officer to fill the vacancy.

          SECTION 4.3.  EXCULPATION AND INDEMNIFICATION.

               (a)  No Manager or Officer shall be liable to the Company or the
Members (i) for mistakes of judgment or for any act or omission suffered or
taken by it, or for losses due to any such mistakes, action or inaction, except
to the extent that the mistake, action, or inaction was caused by the willful
misconduct, bad faith or gross negligence of such Manager or Officer or (ii) for
the willful misfeasance, negligence, bad faith or other conduct of any
independent contractor of the Company selected by the Board of Managers or
Officer, provided that such independent contractor (including any who may be a
Member) was selected, engaged or retained and continued in good faith.

               (b)  To the maximum extent permitted by applicable law, and
except as provided in Section 4.3(a) hereof, no Manager or Officer shall be
liable for and the Company shall indemnify each Manager and Officer against, and
agrees to hold the Manager and Officer harmless from, all liabilities and claims
(including reasonable attorneys' fees and expenses in defending against such
liabilities and claims) against a Manager and Officer, arising from such
Manager's or Officer's performance of its duties in conformance with the terms
of this Agreement.

               (c)  A Manager or Officer may consult with legal counsel or
accountants, and any action or omission suffered or taken in good faith in
reliance and accordance with the written opinion or advice of any such counsel
or accountants (provided such have been selected with reasonable care) shall be
full protection and justification with respect to the action or omission so
suffered or taken.

               (d)  In the event that any Member or Officer shall,
notwithstanding the provisions of Section 18-303 of the Act to the contrary (and
solely as a result of the inapplicability, or deemed inapplicability of such
provision of the Act), become liable under a judgment, decree or order of a
court, or in any other manner, for a debt, obligation or liability of the
Company, then the Company shall indemnify such Member or Officer and hold such
Member or Officer harmless from and against any such liability of such Member or
Officer (together with reasonable attorneys' fees and expenses in defending
against any claimant seeking

                                       -9-


to impose any such liability) to the extent that it related to or arose out of
any action taken or any transaction effected by a Manager or Officer under this
Agreement or any action which a Manager or Officer failed to take or any
transaction which a Manager or Officer failed to effect and which such Manager
or Officer was obligated to take or effect under this Agreement.

               (e)  Neither any other Member nor any Manager or Officer shall be
personally liable for the return of all or any part of a Member's Capital
Contribution or payment of any amounts allocated to it or credited to its
Capital Account, which return or payment shall be made solely from, and to the
extent of, the Company's assets pursuant to the terms of this Agreement.

               (f)  The Company shall indemnify and hold harmless all employees
and agents of the Company and all officers, directors, employees and agents of
any Subsidiary of the Company (to the extent not provided by any such
Subsidiary) to the fullest extent permitted under applicable law and in
accordance with this Section 4.3(a).

                                   ARTICLE V.

                    DISSOLUTION, LIQUIDATION AND TERMINATION
                                 OF THE COMPANY

          SECTION 5.1.  DISSOLUTION. The Company shall be dissolved, and
liquidated upon the earliest to occur of (it being understood that the following
events are the only events that can cause the dissolution and liquidation of the
Company):

               (a)  The election by the Members  holding a majority of the
voting Units then outstanding so to dissolve, liquidate and terminate the
Company; or

               (b)  The entry of a decree of judicial dissolution pursuant to
Section 18-802 of the Act.

          SECTION 5.2.  CONTINUATION OF THE COMPANY. Notwithstanding anything to
the contrary contained herein, the death, retirement, resignation, expulsion,
bankruptcy, dissolution or removal of a Member shall not cause the dissolution
of the Company, and the Members are expressly authorized to continue the
business of the Company in such event, without any further action on the part of
the Members.

                                   ARTICLE VI.

                                  MISCELLANEOUS

          SECTION 6.1.  NOTICES. Any and all notices, demands, consents,
approvals, requests or other communications which the Company or any Member may
desire or be required to give hereunder (collectively, "NOTICES") shall be by
personal delivery, facsimile, by overnight courier or by prepaid certified mail
to the Company at c/o Castle Harlan, Inc., 150 East 58th Street, New York, NY
10155 Attention: Marcel Fournier and Howard Weiss; facsimile (212) 207-8042,
with a copy to Schulte Roth & Zabel LLP, 919 Third Avenue, New York, NY 10022
Attention: Andre Weiss, Esq., and to the Members at their addresses referred to
in EXHIBIT A or

                                      -10-


such other address as a Member may from time to time designate to the others.
Any Member may designate another address or change its address for Notices
hereunder by a Notice given pursuant to this Section. A Notice sent in
compliance with the provisions of this Section shall be deemed delivered when
actually received by the party to whom sent. Rejection or other refusal to
accept or the inability to deliver because of a changed address or addressee of
which no Notice was given as provided in this Section shall be deemed to be
receipt of the Notice sent.

          SECTION 6.2.  ENTIRE AGREEMENT; AMENDMENT AND WAIVERS. This Agreement
constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof, and fully supersedes any and all prior agreements or
understandings between the parties hereto pertaining to the subject matter
hereof. This Agreement may be amended or waived, each party hereto may take any
action herein prohibited or omit to take action herein required to be performed
by it and any breach of or compliance with any covenant, agreement, warranty or
representation may be waived, only by the written consent or written waiver of
holders of at least 51% of the Units of the Company.

          SECTION 6.3.  SECTION HEADINGS. The section headings used in this
Agreement are intended solely for convenience of reference and shall not in any
manner amplify, limit, modify or otherwise be used in the interpretation of any
of the provisions hereof.

          SECTION 6.4.  COUNTERPARTS. This Agreement may be executed in several
counterparts and all such executed counterparts shall constitute a single
agreement, binding on all of the parties hereto, their successors and their
assigns, notwithstanding that all of the parties hereto are not signatories to
the original or to the same counterpart. Each counterpart signature page so
executed may be attached to a master counterpart of this Agreement to be kept by
the Board of Managers at the principal office of the Company and such master
counterpart as well as any and all other counterparts executed by any of the
parties hereto shall constitute a single agreement.

          SECTION 6.5.  SEVERABILITY. In case any one or more of the provisions
contained in this Agreement shall be invalid or unenforceable in any
jurisdiction, the validity and enforceability of all remaining provisions
contained herein shall not in any way be affected or impaired thereby, and the
invalid or unenforceable provisions shall be interpreted and applied so as to
produce as near as may be the economic result intended by the parties hereto.

          SECTION 6.6.  GOVERNING LAW. This Agreement, including its existence,
validity, construction and operating effect, and the rights of each of the
parties hereto, shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to principles of conflict of laws.

          SECTION 6.7.  INCORPORATION BY REFERENCE. Every exhibit attached to
this Agreement and referred to herein is incorporated in this Agreement by
reference unless this Agreement otherwise expressly provides.

          SECTION 6.8.  LIMITATION ON LIABILITY. The Members shall not be bound
by, or be personally liable for, by reason of being a Member or Manager, a
judgment, decree or order

                                      -11-


of a court or in any other manner, for the expenses, liabilities or obligations
of the Company, and the liability of each Member shall be limited solely to the
amount of its Capital Contributions.

          SECTION 6.9.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the Company, the Members and their respective
successors, and assigns.

          SECTION 6.10. VARIATION OF PRONOUNS. All pronouns and any variations
thereof shall be deemed to refer to masculine, feminine, or neuter, singular or
plural, as the identity of the person or persons may require.

          SECTION 6.11. FURTHER ACTION. Each Member agrees to perform all
further acts and execute, acknowledge, and deliver any documents which may be
reasonably necessary, appropriate or desirable to carry out the provisions of
this Agreement.

          SECTION 6.12. BENEFITS ONLY TO PARTIES. Nothing expressed by or
mentioned in this Agreement is intended or shall be construed to give any Person
other parties hereto and their respective successors or assigns, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and their respective successors and assigns, and for the benefit
of no other Person.

                                 * * * * * * * *

                                      -12-


          IN WITNESS WHEREOF, the Members have entered into this Agreement as of
the day and year first above written.

                                        CHAAS HOLDINGS, LLC


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



                                    EXHIBIT A

         LIST OF MEMBERS, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS



    Member Name
  and Address for                            Capital
      Notices                             Contribution                Number of Units              Percentage
- -------------------                       ------------                ---------------              ----------
                                                                                             
CHAAS Holdings, LLC                         $ 10.00                         100                       100%
c/o Castle Harlan, Inc.
150 East 58th Street
New York, NY  10155
Attention:  Marcel Fournier
Fax:   (212) 207-8042




                                    EXHIBIT B

                             INSTRUMENT OF ACCESSION

               The undersigned, ___________________________, as a condition
precedent to becoming the owner or holder of record of __________ (________)
Units of CHAAS Acquisitions, LLC, a Delaware limited liability company (the
"COMPANY") hereby agrees to become a Member under, party to and bound by that
certain Operating Agreement dated as of May 20, 2003 (the "OPERATING AGREEMENT")
by and among the Company and the Members of the Company. This Instrument of
Accession shall take effect and shall become an integral part of the said
Operating Agreement immediately upon execution and delivery to the Company of
this Instrument.

               IN WITNESS WHEREOF, the undersigned has caused this INSTRUMENT OF
ACCESSION to be signed as of the date below written.

               Signature:
                          ----------------------------

               Address:
                        ------------------------------

               ----------------------------

               ----------------------------

               Date:
                     ----------------------------

               Accepted:

               By:
                   ----------------------------

               Date:
                     --------------------------



                                   SCHEDULE I

John K. Castle
Marcel Fournier
William Pruellage
(the above collectively referred to as the "CHP BOARD DESIGNEES")



                                   SCHEDULE II

                                INITIAL OFFICERS



Name                       Title(s)
- ----                       --------
                        
Terence C. Seikel          President and CEO

Barry Steele               Controller

Marcel Fournier            Senior Vice President

William Pruellage          Vice President

Howard Weiss               Vice President, Secretary
                           And Treasurer

Sylvia Rosen               Assistant Secretary

EX-3.7

                                                                     EXHIBIT 3.7

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 01:00 PM 10/11/2002
                                                          020632468 - 3579118

                            CERTIFICATE OF FORMATION

                                       OF

                              AAS ACQUISITIONS, LLC

          FIRST:    The name of the limited liability company is AAS
ACQUISITIONS, LLC.

          SECOND:   The address of the registered office of the limited
liability company in the State of Delaware is 615 South DuPont Highway, County
of Kent, City of Dover, Delaware 19901. The name of its registered agent at such
address is National Corporate Research, Ltd.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation this 11th day of October, 2002.


                                                 AAS ACQUISTIONS, LLC


                                                 By: /s/ Ana Guzman
                                                     ------------------------
                                                     Name:  Ana Guzman
                                                     Title: Authorized Person

EX-3.8

                                                                     EXHIBIT 3.8


================================================================================


                               OPERATING AGREEMENT

                                       OF

                              AAS ACQUISITIONS, LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)

                          DATED AS OF FEBRUARY 28, 2003


================================================================================



                               OPERATING AGREEMENT

                                       OF

                              AAS ACQUISITIONS, LLC

          OPERATING AGREEMENT (the "AGREEMENT") of AAS ACQUISITIONS, LLC (the
"COMPANY"), dated as of February 28, 2003, by and among Advanced Accessory
Acquisitions, Inc. (the "MANAGING MEMBER") and any person hereafter admitted to
the Company pursuant hereto (collectively with the Managing Member, the
"MEMBERS").

                              PRELIMINARY STATEMENT

          WHEREAS, the Company was formed on October 11, 2002 pursuant to the
Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, ET SEQ., as
amended from time to time (the "DELAWARE ACT");

          WHEREAS, the Company and the Managing Member desire to enter into this
Agreement in order to set forth the operating procedures of the Company;

          NOW, THEREFORE, the agreement governing the Company is as follows:

          1.   NAME. The name of the Company is "AAS Acquisitions, LLC".

          2.   PURPOSE.

          (a)  The Company is organized for the purpose of engaging in any and
all activities permitted under applicable law, including, without limitation,
engaging in investment, trading or financing activities of all kinds (for its
own account or the account of others) and carrying on any business relating
thereto or arising therefrom, including entering into any partnership, limited
liability company, joint venture or other similar arrangement or owning
interests in any entity engaged in any of the foregoing activities.

          (b)  The Company shall have the power to engage in all actions,
proceedings, activities and transactions that the Managing Member may deem
necessary or advisable in connection with the foregoing purposes.

          3.   REGISTERED OFFICE; REGISTERED AGENT. The registered office of the
Company in the State of Delaware is National Corporate Research, Ltd., 615 South
DuPont Highway, Dover, Delaware 19901. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware is National Corporate Research, Ltd., 615 South DuPont Highway, Dover,
Delaware 19901.



          4.   MEMBERS. The name and the address of the Managing Member is as
follows:



          Name                                     Address
          ----                                     -------
                                                
          Advanced Accessory Acquisitions, Inc.    c/o Castle Harlan, Inc.
                                                   150 East 58th St.
                                                   New York, New York  10155


          5.   MANAGEMENT OF THE COMPANY. The business and affairs of the
Company shall be managed by the Managing Member, who shall have the power and
authority, on behalf of the Company, to take any action of any kind not
inconsistent with the provisions of this Agreement and to do anything and
everything it deems necessary or appropriate to carry on the business and
purposes of the Company, including, but not limited to:

          (a)  to manage and direct the business affairs of the Company, to do
any and all acts on behalf of the Company and to exercise all rights of the
Company with respect to its interest in any other person, corporation,
partnership or other entity, including, without limitation, the voting of
securities, exercise of redemption rights, participation in arrangements with
creditors, the institution, defense and settlement or compromise of suits and
administrative proceedings and other like or similar matters;

          (b)  to acquire, own, lease, sublease, manage, hold, deal in, control
or dispose of any interests or rights in real or personal property;

          (c)  to hire employees, consultants, attorneys, accountants,
appraisers and other advisers for the Company;

          (d)  to open, trade and otherwise conduct accounts with brokers and
dealers;

          (e)  to open, maintain and close bank accounts and draw checks or
other orders for the payment of funds;

          (f)  to borrow money or obtain credit from banks, lending institutions
or any other person;

          (g)  to assume obligations, incur liabilities, lend money or otherwise
use the credit of the Company;

          (h)  to direct the formulation of investment policies and strategies
for, and perform all other acts on behalf of, the Company and any entities for
which the Company acts as general partner, adviser, manager or in other similar
capacities, including those activities specified above in clauses (a) and (b);
and

          (i)  to organize one or more corporations or other entities to hold
record title, as nominee for the Company, to securities, funds or other assets
of the Company.

                                       -2-


          There shall not be a "manager" (within the meaning of the Delaware
Act) of the Company. The Managing Member is, to the extent of its rights and
powers set forth in this Agreement, an agent of the Company for the purpose of
the Company's business, and the actions of the Managing Member taken in
accordance with such rights and powers shall bind the Company.

          6.   OFFICERS; DESIGNATION; TERM; QUALIFICATIONS. The Managing Member
may, from time to time, designate one or more Persons to be Officers of the
Company, such Persons to serve in such offices until resignation or removal. Any
Officer so designated shall have such authority and perform such duties as the
Managing Member is permitted to perform under this Agreement and may, from time
to time, delegate to such person. The Managing Member may assign titles to
particular Officers, and unless the Managing Member decides otherwise, the
assignment of such title shall constitute the delegation to such Officer of the
authority and duties that are normally associated with that office. Each Officer
shall hold office for the term for which such Officer is designated and until
his or her successor shall be duly designated and shall qualify or until his or
her death, resignation or removal (with or without cause) by the Initial Member
or as otherwise provided in this Agreement. Any person may hold any number of
offices. No Officer need be a manager, a Member, a Delaware resident or a United
States citizen. Designation of such a person as an Officer of the Company shall
not of itself create any contract rights in such person.

          7.   INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND AGENTS. (a)
Each person who was or is made a party or is threatened to be made a party to or
is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter, a "proceeding") by
reason of the fact that he or she is or was a Managing Member or an officer of
the Company, or is or was serving at the request of the Company as a manager,
director, officer, employee or agent of another limited liability company or of
a corporation, partnership, joint venture, trust or other enterprise, including
a service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such a proceeding is alleged action in an
official capacity as a Managing Member, officer, employee or agent or in any
other capacity while serving as a Managing Member, officer, employee or agent,
shall be indemnified and held harmless by the Company to the fullest extent
authorized by the Delaware Act (including indemnification for negligence or
gross negligence but excluding indemnification (i) for acts or omissions
involving actual fraud or willful misconduct or (ii) with respect to any
transaction from which the indemnitee derived an improper personal benefit),
against all expense, liability and loss (including attorneys' fees, judgments,
fines, excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith.

               (b)  The right to indemnification conferred in Section 7(a) shall
include the right to be paid by the Company the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"). The rights to indemnification and to
the advancement of expenses conferred in Section 7(a) and this Section 7(b)
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Managing Member, officer, employee or agent and shall inure
to the benefit of the indemnitee's heirs, executors and administrators.

                                       -3-


               c)   The rights to indemnification and to the advancement of
expenses conferred in this Section 7 shall not be exclusive of any other right
that any person may have or hereafter acquire under any statute, agreement, vote
of the Managing Member, or otherwise.

               d)   The Company may maintain insurance, at its expense, to
protect itself and any Managing Member, officer, employee or agent of the
Company or another limited liability company, consultant, corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the Delaware Act.

               e)   The Company may, to the extent authorized from time to time
by the Managing Members, grant rights to indemnification and to advancement of
expenses to any employee or agent of the Company to the fullest extent of the
provisions of this Section 7 with respect to the indemnification and advancement
of expenses of the Managing Member and officers of the Company.

          8.   DISSOLUTION. The Company shall be dissolved and its affairs shall
be wound up upon the earlier to occur of: (a) determination by the Managing
Member; and (b) the dissolution of the Managing Member.

          9.   INITIAL CAPITAL CONTRIBUTIONS; PERCENTAGE INTERESTS. The Managing
Member has made a capital contribution to the Company in the amount set forth in
the books and records of the Company. The capital account (the "CAPITAL
ACCOUNT") of each Member shall be in an amount equal to such Member's initial
capital contribution, adjusted from time to time for additional contributions,
withdrawals, allocations of appreciation and depreciation and other appropriate
items. The "PERCENTAGE INTERESTS" of the Members in the Company are determined
for each Member of the Company by dividing the amount of each Member's Capital
Account by the aggregate Capital Accounts of all Members. The sum of the
Percentage Interests shall equal 100 percent.

          10.  ADDITIONAL CONTRIBUTIONS. No Member shall have any obligation to
make additional capital contributions to the Company.

          11.  TAX MATTERS. The Managing Member intends that the Company not be
treated as an association for Federal income tax purposes. The Company shall
maintain a Capital Account for each Member in accordance with Treasury
Regulation Section 1.704-1(b). The Company's taxable income and tax losses shall
be allocated PRO RATA based on Percentage Interests. The Managing Member shall
act as the "tax matters partner" within the meaning of Section 6231(a)(7) of the
Internal Revenue Code of 1986, as amended.

          12.  DISTRIBUTIONS. Distributions shall be made to the Members at the
times and in the aggregate amounts determined by the Managing Member.
Notwithstanding the foregoing, distributions made in connection with a sale of
all or substantially all the Company's assets or a liquidation of the Company
shall be made in accordance with the Capital Account balances of the Members
within the time period set forth in Treasury Regulation Section
1.704-1(b)(2)(ii)(b)(3).

                                       -4-


          13.  ADMISSION OF ADDITIONAL OR SUBSTITUTE MEMBERS. The Company may
admit substitute or additional members at the Managing Member's discretion, the
names of which shall be inscribed on SCHEDULE I hereto from time to time.

          14.  LIABILITY OF THE MEMBERS. The Members shall not have any
liability for the obligations or liabilities of the Company except to the extent
expressly provided in the Delaware Act.

          15.  BENEFITS OF AGREEMENT. None of the provisions of this Agreement
shall be for the benefit of or enforceable by any creditor of the Company or of
any Member.

          16.  HEADINGS. The titles of Sections of this Agreement are for
convenience of reference only and shall not define or limit any of the
provisions of this Agreement.

          17.  GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without giving effect to
conflicts of law principles of such State.

          18.  AMENDMENTS. This Agreement may be amended only by written
instrument executed by the Members.

                                       -5-



          IN WITNESS WHEREOF, the undersigned has duly executed this Limited
Liability Company Agreement as of the date and year first written above.

                                          ADVANCED ACCESSORY ACQUISITIONS, INC.


                                          By:   /s/ Howard Weiss
                                             -----------------------------------
                                          Name:  Howard Weiss
                                          Title: Vice President and Treasurer



                                   SCHEDULE I

                               ADDITIONAL MEMBERS



            Member Name                 Percentage Interest
            -----------                 -------------------
                                            
Advanced Accessory Acquisitions, Inc.          100%


                                       I-1

EX-3.9

                                                                     EXHIBIT 3.9

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 07/25/1997
                                                          971248010 - 2777754

                            CERTIFICATE OF FORMATION

                                       OF

                             VALLEY INDUSTRIES, LLC

     This Certificate of Formation is being executed as of July 25, 1997, for
the purpose of forming a limited liability company pursuant to the Delaware
Limited Liability Company Act, 6 DEL. C. Sections 18-101, ET SEQ.

     The undersigned, being duly authorized to execute and file this
Certificate, does hereby certify as follows:

     1)   NAME.  The name of the limited liability company is valley Industries,
LLC.

     2)   REGISTERED OFFICE AND REGISTERED AGENT.  The Company's registered
office in the State of Delaware is located at 9 East Loockerman Street, Dover,
Delaware 19901, County of Kent. The registered agent of the Company for service
of process at such address is National Registered Agents, Inc.

     3)   DISSOLUTION.  The latest date on which the Company is to dissolve is
December 31, 2025.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Formation as of the day and year first above written.


                                                      /s/ Sean Fallon
                                                -----------------------------
                                                         Sean Fallon
                                                      Authorized Person



[VALLEY INDUSTRIES LETTER HEAD]

                                  July 24, 1997


Office of the Secretary of State
 of the State of Delaware
Corporations Division
Dover, Delaware

          Re: Consent to Use of a Similar Name: Valley Industries, Inc.


Ladies and Gentlemen:

     The undersigned, being a duly authorized officer of Valley Industries,
Inc., a Delaware corporation, hereby consents to the use in the State of
Delaware of the name "Valley Industries, LLC" by the limited liability company
filing a certificate of formation with your office under such name on or about
the date of this letter.


                                        VALLEY INDUSTRIES, INC.

                                        /s/ Michael E. Elliott
                                        Michael E. Elliott
                                        Assistant Secretary

EX-3.10

                                                                    EXHIBIT 3.10

                             VALLEY INDUSTRIES, LLC

                     (a Delaware Limited Liability Company)



                               OPERATING AGREEMENT



                                 AUGUST 1, 1997



                                TABLE OF CONTENTS

                                                                       
1.  Definitions; Rules of Construction                                    1
2.  Name; Formation; Issuance of Units                                    3
3.           Purpose; Acquisition of Seller's Assets                      3
4.  Offices                                                               3
5.  Management of the Company                                             4
6.  Members                                                               5
7.  Capital Contributions; Issuance of Units; Capital Accounts            6
8.  Distributions                                                         7

9.  Liability for Return of Capital                                       7
10. Administrative Matters                                                7
11. Transfers of Units and Interests                                      7
12. Withdrawal                                                            8
13. Additional Members                                                    8
14. Dissolution                                                           8
15. Continuation of the Company                                           9
16. Limitation on Liability                                               9
17. Amendments                                                            9
18. Governing Law                                                         9



                                       -i-


SCHEDULES AND EXHIBITS

Schedules

Schedule I   -Schedule of Members

Exhibits

Exhibit A    -Bylaws of the Company

Exhibit B    -Certificate of Formation

Exhibit C    -Certificate of Amendment



                                             OPERATING AGREEMENT dated as of
                                        August 1, 1997 of VALLEY INDUSTRIES,
                                        LLC, a Delaware limited liability
                                        company (the "Company"), among the
                                        Company and the parties listed on
                                        SCHEDULE I.

          The parties are entering into this Agreement for the purpose of
forming a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 Del. C. Section 18-lOl et SEQ. (the
"Delaware Act").

          ACCORDINGLY, in consideration of the mutual covenants and agreements
contained in this Agreement, the sufficiency of which is hereby acknowledged,
the parties agree as follows:

          1. DEFINITIONS; RULES OF CONSTRUCTION. (a) When used in 'this
Agreement, the following capitalized terms have the meanings ascribed to them
below:

               "ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement
dated as of the date hereof entered into simultaneously with the execution and
delivery of this Agreement among Valley Industries, Inc., Fisher Parent Holdings
Limited Partnership, Fisher Family Holdings Limited Partnership, Fisher Parent
Holdings, Inc. Fisher Family Holdings, Inc., [Citicorp Trust, South Dakota, as
Trustees, and solely in their capacities as such Trustees, under certain Trust
Agreements dated August 1997 with Robert L. Fisher as settlorl,
Robert L. Fisher, Roger T. Morgan, AAS Holdings, LLC and the Company.

               "BOARD OF MANAGERS" means the board of managers designated
pursuant to Section 5.

               "BYLAWS" means the Bylaws of the Company as amended from time to
time, which are expressly incorporated by reference into this Agreement and the
initial form of which is attached hereto as EXHIBIT A and are hereby adopted and
approved by the Members.

               "CAPITAL CONTRIBUTION" means. with respect to any Member, the
amount of capital contributed by such Member to the Company, as determined in
accordance with Section 7.

               'COMPANY BUSINESS" shall have the meaning set forth in the Asset
Purchase Agreement.

               "DELAWARE ACT" has the meaning ascribed to such term in the first
paragraph.



               "EVENT OF WITHDRAWAL OF A MEMBER" means the death, insanity,
retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the
occurrence of any other event that terminates the continued membership of a
Member in the Company.

               "HOLDINGS' means AAS Holdings, LLC, a Delaware limited liability
company.

               "INTEREST" means the ownership interest of a Member in the
Company, consisting of (1) such Member's ownership of Units and right to receive
a portion of distributions, (ii) such Member's right to vote or grant or
withhold consents with respect to Company matters as provided herein or in the
Delaware Act and (iii) such Member's other rights and privileges as herein
provided.

               "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.

               "MANAGER" means a member of the Board of Managers as designated
in, or selected pursuant to, Section 5.

               "MAJORITY IN INTEREST OF THE MEMBERS" means, at any time, the
Members who hold in the aggregate greater than 50% of the profits and capital
interest of the Company.

               "MEMBERS" shall mean any Person holding a Unit and who shall be
admitted as additional or substituted Members pursuant to this Agreement, so
long as they remain Members.

               "NET PROFITS AND NET LOSSES" means the net taxable income or net
taxable loss of the Company, respectively, as determined for federal income tax
purposes, for each fiscal year of the Company, plus any income that is exempt
from federal income tax and minus expenditures that are not deductible in
computing federal taxable income and not properly chargeable to capital
accounts, in each case to the extent such items are not otherwise taken into
account in computing Net Profits or Net Losses.

               "PARENT" means Advanced Accessory Systems, LLC, a Delaware
limited liability company.

               "PERSON" shall be construed broadly and shall include an
individual, a partnership, a corporation, an association, a joint stock company,
a limited liability company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.

                                       -2-


               "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.

               "SUBSIDIARY" means with respect to any Person, any corporation of
which the shares of stock having a majority of the general voting power in
electing the board of directors of such corporation are, at the time as of which
any determination is being made, owned by such Person either directly or
indirectly through Subsidiaries.

               "TRANSFER" shall have the meaning set forth in Section 11.

               "UNITS" shall have the meaning set forth in Section 2(c).

          (b) The title of and the section and paragraph headings in this
Agreement are for convenience of reference only and shall not govern the
interpretation of any of the terms or provisions of this Agreement.

          (c) The use herein of the masculine, feminine or neuter forms shall
also denote the other forms, as in each case the context may require.

          2.   NAME; FORMATION; ISSUANCE OF UNITS. (a) The name of the Company
shall be "Valley Industries, LLC," or such other name as the Board of Managers
may from time to time hereafter designate.

          (b) The Company was formed upon the execution and filing by Sean
Fallon (such Person being hereby authorized to take such action) with the
Secretary of State of the State of Delaware of a certificate of formation (the
"Certificate of the Company in the form attached hereto as EXHIBIT B on July 25,
1997.

          (c) The Company shall be authorized to issue from time to time up to
1,000 units (the "Units") which may be issued pursuant to such agreements as the
Board or a committee thereof shall approve, including pursuant to options on
warrants.

          (d) The parties hereto ratify and confirm the filing of the
Certificate.

          3.   PURPOSES; ACQUISITION OF SELLER'S ASSETS. (a) The purpose of the
Company shall be to engage in any lawful business that may be engaged in by a
limited liability company organized under the Delaware Act, as such business
activities may be determined by the Board of Managers from time to time.

          (b) Without limiting the generality of Section 3(a), the initial
purpose of the Company shall be to acquire the Company Business (as such term is
defined in the Asset Purchase Agreement), and to continue the operation of the
Business as a going concern.

          4.   OFFICES. (a) The principal office of the Company, and such
additional

                                       -3-


offices as the Board of Managers may determine to establish, shall be located at
such place or places inside or outside the State of Delaware as the Board of
Managers may designated from time to time.

          (b) The registered office of the Company in the State of Delaware is
located at 9 East Lockerman Street, Dover, Delaware 19901. The registered agent
of the Company for service of process at such address is National Registered
Agents, Inc.

          5.   MANAGEMENT OF THE COMPANY. (a) Subject to the delegation of
rights and powers provided for herein and in the Bylaws, the Board of Managers
shall have the sole right to manage the business of the Company and shall have
all powers and rights necessary, appropriate or advisable to effectuate and
carry out the purposes and business of the Company. The Board of Managers shall
consist of up to six (6) Managers. The Board of Managers shall be selected by a
Majority in Interest of the Members. A member of the Board of Managers that is
not an individual may act through its duly authorized representative.

          (b) No Member, by reason of such Member's status as such, shall have
any authority to act for or bind the Company but shall have only the right to
vote on or approve the actions herein specified to be voted on or approved by
such Member.

          (c) The officers of the company shall be, and shall be elected,
removed and perform such functions, as are provided in the Bylaws. The Board of
Managers may appoint, employ, or otherwise contract with such other Persons for
the transaction of the business of the Company or the performance of services
for or on behalf of the Company as it shall determine in its sole discretion.
The Board of Managers may delegate to any officer of the Company or to any such
other Person such authority to act on behalf of the Company as the Board of
Managers may from time to time deem appropriate in its sole discretion.

          (d) Except as otherwise provided by the Board of Managers or in the
Bylaws, when the taking of such action has been authorized by the Board of
Managers, any Manager or officer of the Company or any other Person specifically
authorized by the Board of Managers may execute any contract or other agreement
or document on behalf of the Company and may execute and file on behalf of the
Company with the Secretary of State of the State of Delaware any certificates of
amendment to the Company's certificate of formation, one or more restated
certificates of formation and certificates of merger or consolidation and, upon
the dissolution and completion of winding up of the Company, or as otherwise
provided in the Delaware Act, a certificate of cancellation canceling the
Company's certificate of formation.

          (e) If a vacancy on the Board of Managers is not filled within 60 days
after such vacancy occurs by a Majority in Interest of the Members, such vacancy
may thereafter be filled by a majority of the Managers then in office, or, if
there be none, by a vote of a Majority in Interest of the Members. Managers
shall serve until they resign,

                                       -4-


die, become incapacitated or are removed. Any Manager can be removed with or
without cause by the vote of a Majority in Interest of the Members.
Determinations to be made by the Managers in connection with the conduct of the
business of the Company shall be made in the manner provided in the Bylaws,
unless otherwise specifically provided herein.

          6.  MEMBERS; REPRESENTATIONS OF MEMBERS; REPRESENTATIONS OF COMPANY.

          (a) The name and business, mailing or residence address of the initial
Members of the Company are set forth on SCHEDULE I. Schedule I shall be amended
from time to time to reflect the names and business, mailing or residence
address of each of Persons who shall become Members after the date hereof.

          (b) Upon the acquisition of a Unit, each Member makes the following
representations and warranties to the Company with respect to such Unit:

          (i)    Such Member has such knowledge and expertise in financial and
     business matters that he or it is capable of utilizing the information made
     available to the undersigned, to evaluate the merits and risks of an
     investment in the Company and to make an informed investment decision with
     respect thereto. The undersigned is aware that his or its purchase of a
     Unit is highly speculative and he or it is able, without impairing his or
     its financial condition, to hold the Interest for an indefinite period of
     time and to suffer a complete loss of its or his or its investment.

          (ii)   Such Member understands and acknowledges that the offering of
     the Units has not been considered or approved by any governmental or other
     entity.

          (iii)  Such Member recognizes that an investment in the Company
     involves certain risks, and has taken full cognizance of, and understands
     all of, the risk factors related to the purchase of the Units. Such Member
     has consulted with his or its professional, tax and legal advisors with
     respect to the Federal, state, local and foreign income tax consequences of
     the undersigned's participation as a Member of the Company.

          (iv)   The execution and delivery of this Agreement by such Member and
     has been duly authorized.

          (v)    Such Member understands that there is no public market for the
     Units and that the transferability of the Units is restricted.

          (vi)   The Units are being purchased by such Member for his or its own
     account only for investment and is not being purchased with a view towards
     its resale or further distribution. Such Member understands that the Units
     are not registered for sale under the Securities Act or otherwise and that
     the Units

                                       -5-


     cannot be offered for sale or sold by such Member or by anyone acting for
     the undersigned's account or on the undersigned's behalf without the
     registration of the Units and/or the fulfillment of other regulatory
     requirements.

          7.  CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS; CAPITAL ACCOUNTS. (a)
The initial Members have contributed to the Company on the date hereof one
dollar ($1) per Unit by payment of cash in such amount.

          (b) A separate capital account shall be maintained on the books of the
Company for each Member, which shall be adjusted (1) as of December 31 of each
year, (2) immediately prior to the acquisition of any Unit by any Person, (3)
effective as of the date of sale of the Company (whether by way of asset sale,
stock sale or merger in which the Members immediately prior to such stock sale
or merger shall cease to own a majority of all Units owned by all Members) and
(4) the date of dissolution of the Company as follows:

          (i)    the amount of money and the fair market value of property (net
     of any liabilities secured by such property that the Company assumes or
     takes subject to) contributed by such Member to the Company shall be
     credited to such Member's capital account;

          (ii)   the amount of any distributions (including the fair market
     value (as determined by the Board of Managers in good faith) of property
     other than cash (net of any liabilities that such Member assumes or takes
     subject to) distributed to such Member shall be debited from such Member's
     capital account; and

          (iii)  Net Profits incurred by the Company since the last date on
     which Net Profits or Net Losses shall have been allocated to the Members
     shall be credited to such Member's capital account and Net Losses incurred
     by the Company since the last date on which Net Losses or Net Profits shall
     have been allocated to the Members shall be debited to such Member's
     capital account, which allocations shall be made ratably among the holders
     of Units according to their respective holdings of such Units.

          (c) Notwithstanding any provision of this Agreement to the contrary,
each Member's capital account shall be maintained and adjusted in accordance
with the Code, including (1) the adjustments permitted or required by Code
Section 704(b) and, to the extent applicable, the principles expressed in Code
Section 704(c) and the regulations promulgated thereunder and (ii) adjustments
required to maintain capital accounts in accordance with the "substantial
economic effect test" set forth in the regulations promulgated under Code
Section 704(b).

          (d) Any Member, including any substituted Member, who shall receive
any Units by means of a transfer to it or him of Units of another Member shall
have a capital account that reflects the capital account associated with the
transferred Units.

                                       -6-


          8. DISTRIBUTIONS. (a) Within 90 days following the end of each fiscal
year, the Company will distribute to each Member an amount (if any) equal to 44%
of the excess of Net Profits over Net Losses previously allocated to such
Member's capital account for such fiscal year and all prior fiscal years
pursuant to Section 7, less any distributions made during such fiscal year
pursuant to Section 8(b).

          (b) All distributions not made pursuant to Section 8(a) of other
assets of the Company, whether in cash or in kind, shall be made at such times
and in such amounts as the Board of Managers may determine, and shall be
allocated among and made to the Members ratably in accordance with their
respective holdings of Units at the date of distribution.

          9. LIABILITY FOR RETURN OF CAPITAL. No Member or Manager shall have
any liability for the return of any Member's Capital Contribution, which Capital
Contribution shall be payable solely from the assets of the Company at the
absolute discretion of the Board of Managers, subject to the requirements of the
Delaware Act.

          10. ADMINISTRATIVE MATTERS. (a) The Company hereby designates Holdings
as the "Tax Matters Partner" for purposes of Code Section 6231 and the
regulations promulgated thereunder. The Tax Matters Partner shall promptly
advise each Member of any audit proceedings proposed to be conducted with
respect to the Company.

          (b) It is the intention of the Members that the Company shall be taxed
as a "partnership" for federal, state, local and foreign income tax purposes.
The Members shall take all reasonable actions, including the amendment of this
Agreement and the execution of other documents, as may reasonably be required in
order for the Company to qualify for and receive "partnership" treatment for
federal, state, local and foreign income tax purposes.

          (c) The fiscal year of the Company shall be the calendar year. The
books and records of the Company shall be maintained in accordance with
generally accepted accounting principles and Code Section 704(b) and the
regulations promulgated thereunder.

          11. TRANSFERS OF UNITS AND INTERESTS. No Member may sell, assign,
pledge or otherwise transfer or encumber (collectively, "Transfer") all or any
part of its Units or other part of its Interest, and no transferees of all or
any part of the Units of a Member shall be admitted as a substituted Member,
without, in either event, having obtained the prior written consent of a
Majority in Interest of the Members (excluding Members that are transferring
Units), which consent may be withheld in their sole discretion. Any Transfer or
attempted Transfer of any Interest in the Company in violation of any the
provisions of this Section 11 shall be void, and the Company shall not record
such Transfer on its books or treat any purported transferee of such Units as
the owner of such Units for any purpose. The Board of Managers shall amend
SCHEDULE I hereto

                                       -7-


from time to time to reflect Transfers made in accordance with, and as permitted
under, this Section ii.

          12. WITHDRAWAL. No Member shall have the right to withdraw from the
Company except with the consent of the Board of Managers and upon such terms and
conditions as may be specifically agreed upon between the Company and the
withdrawing Member. The provisions hereof with respect to distributions upon
withdrawal are exclusive, and no Member shall be entitled to claim any further
or different distribution upon withdrawal under Section 18-604 of the Delaware
Act or otherwise.

          13. ADDITIONAL MEMBERS. The Board of Managers shall have the right to
cause the Company to issue additional Units and to admit additional Members upon
the acquisition of such Units upon such terms and conditions, at such time or
times, and for such Capital Contributions as shall be determined by the Board of
Managers. In connection with the admission of an additional Member, the Board of
Managers shall amend SCHEDULE I hereof to reflect the name and address the
additional Member. Prior to the admission of any Person as a Member, such Person
shall execute a counterpart to this Agreement and shall agree to be bound by.
the terms hereof.

          14. DISSOLUTION. (a) Subject to the provisions of Section 15, the
Company shall be dissolved and its affairs wound up and terminated upon the
first to occur of the following:

                 (i)     December 31, 2025;

                 (ii)    the~ determination of the Board of Managers and a
     Majority in Interest of the Members to dissolve the Company; or

                 (iii)   the occurrence of an Event of Withdrawal of a Member or
     any other event causing a dissolution of the Company under Section 18-801
     of the Delaware Act.

          (b)    Upon dissolution of the Company, the Company's affairs shall be
promptly wound up in accordance with the provisions of this Section 14. The
Company shall engage in no further business except as may be necessary, in the
reasonable discretion of The Board of Managers, to preserve the value of the
Company's assets during the period of dissolution and liquidation.

          (c)    Distributions to the Members in liquidation may be made in cash
or in kind, or partly in cash and partly in kind, as determined by the Board of
Managers.

          (d)    The Net Profits and Net Losses of the Company during the period
of dissolution and liquidation shall be allocated among the Members in
accordance with the provisions of Section 7.

                                       -8-


          (e)    The assets of the Company (including, without limitation,
proceeds from the sale or other disposition of any assets during the period of
dissolution and liquidation) shall be applied as follows:

                 (i)     First, to repay any indebtedness of the Company,
whether to third parties or the Members, in the order of priority required by
law;

                 (ii)    Next, to any reserves which the Board of Managers
reasonably deems necessary for contingent or unforeseen liabilities or
obligations of the Company (which reserves when they become unnecessary shall be
distributed in accordance with the provisions of (iii), below); and

                 (iii)   Next, to the Members in proportion to their respective
positive capital account balances (after taking into account all adjustments to
the Members' capital accounts required under Section 14(d)).

          15. CONTINUATION OF THE COMPANY. Notwithstanding the provisions of
Section 14, the occurrence of an Event of Withdrawal of a Member shall not
dissolve the Company if within 90 days after the occurrence of such Event of
Withdrawal of a Member the business of the Company is continued by a Majority in
Interest of the Members remaining after such Event of Withdrawal.

          16. LIMITATION ON LIABILITY. The debts, obligations and liabilities of
the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company. and no Member or Manager of
the Company shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member or Manager.

          17. AMENDMENTS. This Agreement may be amended only upon the written
consent of the Board of Managers and a Majority in Interest of the Members.

          18. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the state of Delaware.

                                       -9-


          IN WITNESS WHEREOF, the undersigned have duly executed this Operating
Agreement as of the date first written above.

                                 VALLEY INDUSTRIES, LLC
                                 By:  /s/ Terene Seikel
                                    --------------------
                                  Name: Terence C. Seikel
                                  Title:


                                 ADVANCED ACCESSORY SYSTEMS, LLC
                                 By:  /s/ Terene Seikel
                                    --------------------
                                  Name: Terence C. Seikel
                                  Title:

                                 AAS HOLDiNGS, LLC
                                 By:  /s/ Terene Seikel
                                    --------------------
                                  Name: Terence C. Seikel
                                  Title:



                        Schedule I -Schedule of Members


Advanced Accessory Systems, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313


AAS Holdings, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313

EX-3.11

                                                                    EXHIBIT 3.11

                               AMENDMENT NO. 1 TO
                             OPERATING AGREEMENT OF
                             VALLEY INDUSTRIES, LLC

          AMENDMENT NO. 1, dated as of April 15, 2003 (the "AMENDMENT"), to the
Operating Agreement of Valley Industries, LLC, hereinafter the "COMPANY"), dated
as of August 1, 1997 (the "OPERATING AGREEMENT"), and the members set forth on
EXHIBIT A thereto (the "MEMBERS"). All capitalized terms used herein and not
otherwise defined herein are used herein as defined in the Operating Agreement.

          The undersigned, constituting the Company and the Member holding 100%
of the outstanding membership interests of the Company, wish to amend the
Operating Agreement to the extent set forth herein.

          1.     AMENDMENT. (a) Section 1 - The defined term "Parent" in the
Operating Agreement is hereby amended by deleting the definition in its entirety
and substituting the following therefore:

                 "PARENT" means CHAAS Acquisitions, LLC, a Delaware limited
          liability company.

          (b)  Section 10(b) of the Operating Agreement is hereby amended by
deleting Section 10(b) in its entirety and substituting the following therefore:

               It is the intention of the Members that the Company shall be
          taxed as a "Check-the-Box Corporation" for federal, state, local and
          foreign income tax purposes. The members shall take all reasonable,
          actions, including the amendment of this Agreement and the execution
          of other documents as may reasonably be required in order for the
          Company to qualify for and receive "Check-the-Box Corporation"
          treatment for federal, state, local and foreign income tax purposes.

          (c)  Schedule I (Schedule of Members) of the Operating Agreement is
hereby amended by deleting the contents of Schedule I in their entirety and
substituting the following therefore:

                    CHAAS Acquisitions,  LLC
                    c/o Castle Harlan, Inc.
                    150 East 58th Street
                    37th Floor
                    New York, NY 10155



          (d)  The Operating Agreement is hereby amended by deleting Sections 7
and 8(a) in their entirety.

          2.     EFFECTIVE DATE. This Amendment shall become effective as of the
date hereof.

          3.     SUCCESSORS; COUNTERPARTS. This Amendment (a) shall be binding
as to the executors, administrators, estates, heirs and legal successors of the
parties hereto and (b) may be executed in several counterparts with the same
effect as if the parties executing the several counterparts had all executed one
counterpart.

          4.     GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflict of laws thereof.

          5.     REMAINING PROVISIONS. Except as amended hereby, the Operating
Agreement shall continued in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

COMPANY:                                VALLEY INDUSTRIES, LLC


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


MEMBER:                                 CHAAS ACQUISITIONS, LLC


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

EX-3.12

                                                                    EXHIBIT 3.12

                                     BYLAWS

                                       OF

                             VALLEY INDUSTRIES, LLC


                      A DELAWARE LIMITED LIABILITY COMPANY



                          ADOPTED AS OF AUGUST 1, 1997



                                TABLE OF CONTENTS


                                                                                 PAGE
                                                                                 ----
                                                                                 
ARTICLE I         Meetings of Members ...........................................   1
    Section 1.    Place of Meetings and Meetings by Telephone ...................   1
    Section 2.    Call of Meetings ..............................................   1
    Section 3.    Notice of Meetings of Members .................................   1
    Section 4.    Manner of Giving Notice .......................................   2
    Section 5.    Adjourned Meeting; Notice .....................................   2
    Section 6.    Quorum; Voting ................................................   2
    Section 7.    Waiver of Notice by Consent of Absent Members .................   2
    Section 8.    Member Action by Written Consent Without a Meeting ............   2
    Section 9.    Record Date for Member Notice, Voting and Giving Consents .....   3
    Section 10.   Proxies .......................................................   3

ARTICLE II        Managers and Meetings of Managers .............................   4
    Section 1.    Powers ........................................................   4
    Section 2.    Number of Managers ............................................   4
    Section 3.    Vacancies .....................................................   4
    Section 4.    Place of Meetings and Meetings by Telephone ...................   4
    Section 5.    Regular Meetings ..............................................   4
    Section 6.    Special Meetings ..............................................   4
    Section 7.    Quorum; Chairman ..............................................   5
    Section 8.    Waiver of Notice ..............................................   5
    Section 9.    Adjournment ...................................................   5
    Section 10.   Action Without a Meeting ......................................   5
    Section 11.   Delegation of Power ...........................................   6

ARTICLE III       Officers ......................................................   6
    Section 1.    Officers ......................................................   6
    Section 2.    Election of Officers ..........................................   6
    Section 3.    Additional Officers ...........................................   6
    Section 4.    Removal and Resignation of Officers ...........................   6
    Section 5.    Vacancies in Offices ..........................................   7
    Section 6.    President .....................................................   7
    Section 7.    Secretary .....................................................   7
    Section 8.    Treasurer .....................................................   7

ARTICLE IV        Maintenance and Inspection of Records .........................   8
    Section 1.    Member List ...................................................   8
    Section 2.    Bylaws ........................................................   8
    Section 3.    Other Records .................................................   8
    Section 4.    Inspection by Managers ........................................   9

ARTICLE V         General Matters ...............................................   9






                                                                                 PAGE
                                                                                 ----
                                                                                
    Section 1.    Checks, Drafts, Evidence of Indebtedness ......................   9
    Section 2.    Representation of Shares of Other Entities Held by Company ....   9
    Section 3.    Seal ..........................................................   9

ARTICLE VI        Amendments and Incorporation by Reference .....................   9
    Section 1.    Amendment .....................................................   9
    Section 2.    Incorporation by Reference of Bylaws into Operating
                        Agreement ...............................................   9

ARTICLE VII       Indemnification ...............................................  10
    Section 1.    Indemnification of Managers, Officers, Employees and Agents ...  10


                                      -ii-


                                     BYLAWS

                                       OF

                             VALLEY INDUSTRIES, LLC


                                  INTRODUCTION

          A. AGREEMENT. These Bylaws are subject to the Operating Agreement
dated as of August__, 1997, as the same may from time to time be amended and in
effect (the "Operating Agreement"), of Valley Industries, LLC, a Delaware
limited liability company (the "Company"). In the event of any inconsistency
between the terms hereof and the terms of the Operating Agreement, the terms of
the Operating Agreement shall control.

          B. DEFINITIONS. Capitalized terms used and not defined in these Bylaws
have the meanings ascribed to them in the Operating Agreement.


                                    ARTICLE I

                               MEETINGS OF MEMBERS

          Section 1.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Meetings of
Members shall be held at any place designated by the Board of Managers. In the
absence of any such designation, meetings of Members shall be held at the
principal place of business of the Company. Any meeting of the Members may be
held by conference telephone or similar communication equipment so long as all
Members participating in the meeting can hear one another, and all Members
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.

          Section 2.  CALL OF MEETINGS. Meetings of the Members may be called at
any time by the Board of Managers for the purpose of taking action upon any
matter requiring the vote or authority of the Members as provided herein or in
the Operating Agreement or upon any other matter as to which such vote or
authority is deemed by the Board of Managers to be necessary or desirable.

          Section 3.  NOTICE OF MEETINGS OF MEMBERS. All notices of meetings of
Members shall be sent or otherwise given in accordance with Section 4 of this
Article I not less then five nor more than 60 days before the date of the
meeting. The notice shall specify the place, date and hour of the meeting and
the general nature of the business to be transacted.



          Section 4.  MANNER OF GIVING NOTICE. Notice of any meeting of Members
shall be given personally or by telephone to each Member or sent by first class
mail, by telegram or telecopy (or similar electronic means) or by a nationally
recognized overnight courier, charges prepaid, addressed to the Member at the
address of that Member appearing on the books of the Company or given by the
Member to the Company for the purpose of notice. Notice shall be deemed to have
been given at the time when delivered either personally or by telephone, or at
the time when deposited in the mail or with a nationally recognized overnight
courier, or when sent by telegram or telecopy (or similar electronic means).

          Section 5.  ADJOURNED MEETING; NOTICE. Any meeting of Members, whether
or not a quorum is present, may be adjourned from time to time by the vote of a
Majority in Interest of Members represented at that meeting, either in person or
by proxy. When any meeting of Members is adjourned to another time or place,
notice need not be given of the adjourned meeting, unless a new record date of
the adjourned meeting is fixed or unless the adjournment is for more than 30
days from the date set for the original meeting, in which case the Board of
Managers shall set a new record date and shall give notice in accordance with
the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting,
the Company may transact any business that might have been transacted at the
original meeting.

          Section 6.  QUORUM; VOTING. At any meeting of the Members, a Majority
in Interest of Members present, in person or by proxy, shall constitute a quorum
for all purposes, unless or except to the extent that the presence of Members
holding a higher aggregate Percentage Interest is required by the Operating
Agreement or applicable law. Except as otherwise required by the Operating
Agreement, these Bylaws or applicable law, all matters shall be determined by a
Majority in Interest of Members.

          Section 7.  WAIVER OF NOTICE BY CONSENT OF ABSENT MEMBERS. The
transactions of a meeting of Members, however called and noticed and wherever
held, shall be as valid as though taken at a meeting duly held after regular
call and notice if a quorum is present either in person or by proxy and if
either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of Members. Attendance by a person at a meeting shall also
constitute a waiver of notice of that meeting, except when the person objects at
the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice of the meeting if that objection is expressly made at
the beginning of the meeting.

          Section 8.  MEMBER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that may be taken at any meeting of Members may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed

                                       -2-


by a Majority in Interest of Members (or Members holding such higher aggregate
Percentage Interest as is required to authorize or take such action under the
terms of the Operating Agreement, these Bylaws or applicable law). Any such
written consent may be executed and given by telecopy or similar electronic
means. Such consents shall be filed with the Secretary of the Company and shall
be maintained in the Company's records.

          Section 9.  RECORD DATE FOR MEMBER NOTICE, VOTING AND GIVING CONSENTS.
(a) For purposes of determining the Members entitled to vote or act at any
meeting or adjournment thereof, the Board of Managers may fix in advance a
record date which shall not be greater than 60 days nor fewer than five days
before the date of any such meeting. If the Board of Managers does not so fix a
record date, the record date for determining Members entitled to notice of or to
vote at a meeting of Members shall be at the close of business on the business
day immediately preceding the day on which notice is given, or if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

          (b) The record date for determining the Members entitled to give
consent to action in writing without a meeting, (a) when no prior action of the
Board of Managers has been taken, shall be the day on which the first written
consent is given, or (b) when prior action of the Board of Managers has been
taken, shall be such date as determined for that purpose by the Board of
Managers, which record date shall not precede the date upon which the resolution
fixing it is adopted by the Board of Managers and shall not be more than 20 days
after the date of such resolution.

          (c) Only Members of record on the record date as herein determined
shall have any right to vote or to act at any meeting or give consent to any
action relating to such record date, provided that no Member who transfers all
or part of such Member's Interest after a record date (and no transferee of such
Interest) shall have the right to vote or act with respect to the transferred
Interest as regards the matter for which the record date was set.

          Section 10. PROXIES. Every Member entitled to vote or act on any
matter at a meeting of Members shall have the right to do so either in person or
by proxy, provided that an instrument authorizing such a proxy to act is
executed by the Member in writing and dated not more than 11 months before the
meeting, unless the instrument specifically provides for a longer period. A
proxy shall be deemed executed by a Member if the Member's name is placed on the
proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the Member or the Member's attorney-in-fact. A valid proxy that
does not state that it is irrevocable shall continue in full force and effect
unless (i) revoked by the person executing it before the vote pursuant to that
proxy by a writing delivered to the Company stating that the proxy is revoked,
by a subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing that proxy or (ii) written notice of the death
or incapacity of the maker of that proxy is received by the Company before the
vote

                                       -3-


pursuant to that proxy is counted. A proxy purporting to be executed by or on
behalf of a Member shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Except to the extent inconsistent with the provisions hereof, the General
Corporation Law of the State of Delaware, and judicial construction thereof by
the Courts of the State of Delaware, shall be applicable to proxies granted by
any Member.


                                   ARTICLE II

                        MANAGERS AND MEETINGS OF MANAGERS

          Section 1.  POWERS. The powers of the Managers shall be as provided in
the Operating Agreement.

          Section 2.  NUMBER OF MANAGERS. The Board of Managers shall consist of
up to nine (9) Managers.

          Section 3.  VACANCIES. Vacancies in the authorized number of Managers
may be filled as provided in the Operating Agreement.

          Section 4.  PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings
of the Board of Managers may be held at any place that has been designated from
time to time by resolution of the Board of Managers. In the absence of such a
designation, regular meetings shall be held at the principal place of business
of the Company. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment so long as all Managers
participating in the meeting can hear one another, and all Managers
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.

          Section 5.  REGULAR MEETINGS. Regular meetings of the Board of
Managers shall be held at such times and at such places as shall be fixed by
unanimous approval of the Managers. Such regular meetings may be held without
notice.

          Section 6.  SPECIAL MEETINGS. Special meetings of the Board of
Managers for any purpose or purposes may be called at any time by Holdings.
Notice of the time and place of a special meeting shall be delivered personally
or by telephone to each Manager and sent by first-class mail, by telegram or
telecopy (or similar electronic means) or by nationally recognized overnight
courier, charges prepaid, addressed to each Manager at that Manager's address as
it is shown on the records of the Company. If the notice is mailed, it shall be
deposited in the United States mail least five calendar days before the time of
the holding of the meeting. If the notice is delivered personally or by
telephone or by telegram, telecopy (or similar electronic means) or overnight
courier, it shall be given at least 24 hours before the time of the holding of
the meeting. Any oral notice given personally or by telephone may be
communicated either to the Manager or

                                       -4-


to a person at the office of the Manager who the person giving the notice has
reason to believe will promptly communicate it to the Manager. The notice need
not specify the purpose of the meeting.

          Section 7.  QUORUM; CHAIRMAN. A majority of the authorized number of
Managers shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 9 of this Article II. Every act or decision done
or made by the affirmative vote of a majority of the Managers present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Managers, except to the extent that the vote of a higher number of
Managers is required by the Operating Agreement, these Bylaws or applicable law.
The Board of Managers may from time to time appoint any Manager to serve as
Chairman of the Board of Managers, who shall preside at all meetings of the
Board of Managers and of the Members. If at the time of any such meeting, there
shall not be a Chairman of the Board, then the Board of Managers shall appoint a
person to preside at such meeting.

          Section 8.  WAIVER OF NOTICE. Notice of any meeting need not be given
to any Manager who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Company or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Manager who attends the meeting without protesting
at or prior to its commencement the lack of notice to that Manager.

          Section 9.  ADJOURNMENT. A majority of the Managers present at any
meeting, whether or not constituting a quorum, may adjourn any meeting to
another time and place. Notice of the time and place of holding an adjourned
meeting need not be given unless the meeting is adjourned for more than 48
hours, in which case notice of the time and place shall be given before the time
of the adjourned meeting in the manner specified in Section 6 of this Article
II.

          Section 10. ACTION WITHOUT A MEETING. Any action to be taken by the
Board of Managers at a meeting may be taken without such meeting by the written
consent of a majority of the Managers then in office (or such higher number of
Managers as is required to authorize or take such action under the terms of the
Operating Agreement, these Bylaws or applicable law). Any such written consent
may be executed and given by telecopy or similar electronic means. Such written
consents shall be filed with the minutes of the proceedings of the Board of
Managers. If any action is so taken by the Board of Managers by the written
consent of less than all of the Managers, prompt notice of the taking of such
action shall be furnished to each Manager who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.

                                       -5-


          Section 11. DELEGATION OF POWER. Any Manager may, by power of
attorney, delegate his power to any other Manager or Managers; PROVIDED,
HOWEVER, that in no case shall fewer than two Managers personally exercise the
powers granted to the Managers, except as otherwise provided by resolution of
the Board of Managers. A Manager represented by another Manager pursuant to such
power of attorney shall be deemed to be present for purposes of establishing a
quorum and satisfying any voting requirements. The Board of Managers may, by
resolution, delegate any or all of their powers and duties granted hereunder or
under the Operating Agreement to one or more committees of the Board of
Managers, each consisting of one or more Managers, or to one or more officers,
employees or agents (including, without limitation, Members), and to the extent
any such powers or duties are so delegated, action by the delegate or delegates
shall be deemed for all purposes to be action by the Board of Managers. All such
delegates shall serve at the pleasure of the Board of Managers. To the extent
applicable, notice shall be given to, and action may be taken by, any delegate
of the Board of Managers as herein provided with respect to notice to, and
action by, the Board of Managers.


                                   ARTICLE III

                                    OFFICERS

          Section 1.  OFFICERS. The officers of the Company shall be a
President, a Secretary and a Treasurer. The Company may also have, at the
discretion of the Board of Managers, such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article III. Any number of
offices may be held by the same person. Officers may, but need not, be Managers.

          Section 2.  ELECTION OF OFFICERS. The officers of the Company shall be
chosen by the Board of Managers, and each shall serve at the pleasure of the
Board of Managers, subject to the rights, if any, of an officer under any
contract of employment.

          Section 3.  ADDITIONAL OFFICERS. The Board of Managers may appoint and
may empower the President to appoint such additional officers as the business of
the Company may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in these Bylaws or as the
Board of Managers (or, to the extent the power to prescribe authorities and
duties of additional officers is delegated to him or her or the President) may
from time to time determine.

          Section 4.  REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, with or without cause, by the Board of Managers at any regular or
special meeting of the Board of Managers or by such officer, if any, upon whom
such power of removal may be conferred by the Board of Managers. Any officer may
resign at any time by giving written notice to the Company. Any resignation
shall take effect at the date of the

                                       -6-


receipt of that notice or at any later time specified in that notice, and unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Company under any contract to which the officer is a
party.

          Section 5.  VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled by
the Board of Managers. The President may make temporary appointments to a vacant
office reporting to the President pending action by the Board of Managers.

          Section 6.  PRESIDENT. The President shall, subject to the control of
the Board of Managers, have responsibility for the general supervision,
direction and control of the business and the officers of the Company. He or she
shall have the general powers and duties of management usually vested in the
office of President of a corporation and shall have such other powers and duties
as may be prescribed by the Board of Managers, the Operating Agreement or these
Bylaws.

          Section 7.  SECRETARY. The Secretary shall keep or cause to be kept at
the principal place of business of the Company or such other place as the Board
of Managers may direct a book of minutes of all meetings and actions of the
Board of Managers, committees or other delegates of the Board of Managers and
the Members. The Secretary shall keep or cause to be kept at the principal place
of business of the Company a register or a duplicate register showing the names
of all Members and their addresses, the class and percentage interests in the
Company held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give or cause to be given notice of all
meetings of the Members and of the Board of Managers (or committees or other
delegates thereof) required to be given by these Bylaws or by applicable law and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Managers or the President or by these Bylaws.

          Section 8.  TREASURER. The Treasurer shall keep and maintain or cause
to be kept and maintained adequate and correct books and records of accounts of
the properties and business transactions of the Company. The books of account
shall at all reasonable times be open to inspection by any Manager. The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the Company with such depositaries as may be designated by the Board
of Managers. He or she shall disburse the funds of the Company as may be ordered
by the Board of Managers, shall render to the President and the Board of
Managers, whenever they request it, an account of all of his or her transactions
as chief financial officer and of the financial condition of the Company and
shall have other powers and perform such other duties as may be prescribed by
the Board of Managers or the President or these Bylaws.

                                       -7-


                                   ARTICLE IV

                      MAINTENANCE AND INSPECTION OF RECORDS

          Section 1.  MEMBER LIST. The Company shall maintain at its principal
place of business a record of its Members, giving the names and addresses of all
Members and the class and percentage interests in the Company held by each
Member. Subject to such reasonable standards (including standards governing what
information and documents are to be furnished and at whose expense) as may be
established by the Board of Managers from time to time, each Member has the
right to obtain from the Company from time to time upon reasonable demand for
any purpose reasonably related to the Member's interest as a Member of the
Company a record of the Company's Members.

          Section 2.  BYLAWS. The Company shall keep at its principal place of
business the original or a copy of these Bylaws as amended to date, which shall
be open to inspection by the Members at all reasonable times during office
hours.

          Section 3.  OTHER RECORDS. The accounting books and records, minutes
of proceedings of the Members and the Board of Managers and any committees or
delegates of the Board of Managers and all other information pertaining to the
Company that is required to be made available to the Members under the Delaware
Act shall be kept at such place or places designated by the Board of Managers or
in the absence of such designation, at the principal place of business of the
Company. The minutes shall be kept in written form and the accounting books and
records and other information shall be kept either in written form or in any
other form capable of being converted into written form. The books of account
and records of the Company shall be maintained in accordance with generally
accepted accounting principles consistently applied during the term of the
Company, wherein all transactions, matters and things relating to the business
and properties of the Company shall be currently entered, subject to such
reasonable standards (including standards, governing what information and
documents are to be furnished and at whose expense) as may be established by the
Board of Managers from time to time, minutes, accounting books and records and
other information shall be open to inspection upon the written demand of any
Member at any reasonable time during usual business hours for purposes
reasonably related to the Member's interests as a Member. Any such inspection
may be made in person or by an agent or attorney and shall include the right to
copy and make extracts. Notwithstanding the foregoing, the Board of Managers
shall have the right to keep confidential from Members for such period of time
as the Board of Managers deems reasonable any information which the Board of
Managers reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the Board of Managers in good faith believes
is not in the best interests of the Company or could damage the Company or its
business or which the Company is required by law or by agreement with a third
party to keep confidential.

                                       -8-


          Section 4.  INSPECTION BY MANAGERS. Every Manager shall have the right
at any reasonable time to inspect all books, records and documents of every kind
and the physical properties of the Company for a purpose reasonably related to
his position as Manager. This inspection by a Manager may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.


                                    ARTICLE V

                                 GENERAL MATTERS

          Section 1.  CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable by the Company shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Managers.

          Section 2.  REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY
COMPANY. The President or any other person authorized by the Board of Managers
or by any of the foregoing designated officers is authorized to vote or
represent on behalf of the Company any and all shares of any corporation,
partnership, limited liability company, trusts or other entities, foreign or
domestic, standing in the name of the Company. Such authority may be exercised
in person or by a proxy duly executed by such designated person.

          Section 3.  SEAL. The Board of Managers may approve and adopt an
official seal of the Company, which may be altered by them at any time. Unless
otherwise required by the Board of Managers, any seal so adopted shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Company.


                                   ARTICLE VI

                    AMENDMENTS AND INCORPORATION BY REFERENCE

          Section 1.  AMENDMENT. These Bylaws may be restated, amended,
supplemented or repealed only by the Board of Managers or a Majority in Interest
of Members.

          Section 2.  INCORPORATION BY REFERENCE OF BYLAWS INTO OPERATING
AGREEMENT. These Bylaws and any amendments hereto shall be deemed incorporated
by reference in the Operating Agreement.

                                       -9-


                                   ARTICLE VII

                                 INDEMNIFICATION

          Section 1.  INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND
AGENTS. (a) Each Person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter, a "Proceeding")
by reason of the fact that he or she is or was a Manager or an officer of the
Company, or is or was serving at the request of the Company as a manager,
director, officer, employee or agent of another limited liability company or of
a corporation, partnership, joint venture, trust or other enterprise, including
a service with respect to an employee benefit plan (hereinafter an
"Indemnitee"), whether the basis of such a Proceeding is alleged action in an
official capacity as a Manager, officer, employee or agent or in any other
capacity while serving as a Manager, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware Act (including indemnification for negligence or gross negligence
but excluding indemnification (i) for acts or omissions involving actual fraud
or willful misconduct or (ii) with respect to any transaction from which the
Indemnitee derived an improper personal benefit), against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith.

          (b) The right to indemnification conferred in paragraph (a) shall
include the right to be paid by the Company the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition
(hereinafter an " Advancement Of Expenses"). The rights to indemnification and
to the Advancement Of Expenses conferred in paragraph (a) and this paragraph (b)
shall be contract rights and such rights shall continue as to an Indemnitee who
has ceased to be a Manager, officer, employee or agent and shall inure to the
benefit to the Indemnitee's heirs, executors and administrators.

          (c) The rights to indemnification and to the Advancement Of Expenses
conferred in this Section 1 shall not be exclusive of any other right that any
Person may have or hereafter acquire under any statute, agreement, vote of the
Managers or otherwise.

          (d) The Company may maintain insurance, at its expense, to protect
itself and any Manager, officer, employee or agent of the Company or another
limited liability company, consultant, corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such Person against such expense,
liability or loss under the Delaware Act.

                                      -10-


          (e) The Company may, to the extent authorized from time to time by the
Board of Managers, grant rights to indemnification and to Advancement Of
Expenses to any employee or agent of the Company to the fullest extent of the
provisions of this Section 1 with respect to the indemnification and advancement
of expenses of Managers and officers of the Company.

                                      -11-

EX-3.13

                                                                    EXHIBIT 3.13

                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 04:30 PM 08/28/1995
                                                         960 195540 - 2537674

                            CERTIFICATE OF FORMATION

                                       OF

                              MTA ACQUISITION, LLC

          This Certificate of Formation is being executed as of August 28, 1995,
for the purpose of forming a limited liability company pursuant to the Delaware
Limited Liability Company Act, 6 DEL. C. Sections 18-101, ET SEQ.

          The undersigned, being duly authorized to execute and file this
Certificate, does hereby certify as follows:

          1)   NAME. The name of the limited liability company is MTA
Acquisition, LLC.

          2)   REGISTERED OFFICE AND REGISTERED AGENT. The Company's registered
office in the State of Delaware is located at 32 Loockerman Square. Suite L-100,
Dover, Delaware 19904. The registered agent of the Company for service of
process at such address is The Prentice-Hall Corporation System, Inc.

          3)   DISSOLUTION. The latest date on which the Company is to dissolve
is December 31, 2025.

          IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Formation as of the day and year first above written.


                                                       /s/ ILLEGIBLE
                                                       -------------------------
                                                           Authorized Person



   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/13/1995
  950208993 - 2537674

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                              MTA ACQUISITION, LLC

          The undersigned authorized person of MTA Acquisition, LLC, a Delaware
domestic limited liability company (the "Company") hereby certifies on behalf of
the Company as follows:

          1.   The name of the Company is "MTA Acquisition, LLC." The Company's
original Certificate of Formation was filed with the Secretary of State of the
State of Delaware on August 28, 1995.

          2.   The Certificate of Formation of the Company is hereby amended
(the "Amendment") by deleting, in its entirety, Article 1 thereof and inserting
in place thereof a new Article 1 to read as follows:

          "NAME.  The name of the limited liability company is Advanced
Accessory Systems, LLC."

          3.   The Amendment was duly adopted in accordance with Section
18-202(a) of the Limited Liability Company Act of the State of Delaware.

          IN WITNESS WHEREOF, this Certificate has been duly executed as of this
13th day of September 1995.


                                                       By: /s/ ILLEGIBLE
                                                          ----------------------
                                                            Authorized Person



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 09/05/1997
                                                          971296518 - 2537674

                            CERTIFICATE OF AMENDMENT

                                       OF

                            CERTIFICATE OF FORMATION

                                       OF

                         ADVANCED ACCESSORY SYSTEMS, LLC


          The undersigned authorized officer of Advanced Accessory Systems, LLC,
a Delaware domestic limited liability company. (the "Company") hereby certifies
on behalf of the Company as follows:

          1.   The name of the Company is "Advanced Accessory Systems, LLC." The
Company's original Certificate of Formation was filed with the Secretary of
State of the State of Delaware on August 28, 1995.

          2.   The Certificate of Formation of the Company is hereby amended
(the "Amendment") by deleting, in its entirety, Article 1 thereof and inserting
in place thereof a new Article 1 to read as follows:

          "NAME. The name of the limited liability company is SportRack, LLC"

          3.   The Amendment was duly adopted in accordance with
Section 18-202 (a) of the Limited Liability Company Act of the State of
Delaware.

          IN WITNESS WHEREOF, this Certificate has been duly executed as of this
31st day of August 1997.


                                             By: /s/ Terence C. Seikel
                                                --------------------------------
                                                Name:  Terence C. Seikel
                                                Title: Vice President of Finance
                                                         and Administration



     STATE OF DELAWARE
    SECRETARY OF STATE
 DIVISION OF CORPORATIONS
FILED 09:00 AM 07/29/1998
   981295805 - 2537674


                     CERTIFICATE OF RESTORE TO GOOD STANDING

                                       OF

                                 SPORTRACK, LLC


          1.   The name of the limited liability company:
               SPORTRACK, LLC

          2.   The date the limited liability company was formed:
               AUGUST 28 1995.

          3.   The limited liability company is paying all sums due under
               Section 18-1107.

          4.   This filing will permit the limited liability company to be
               restored to good standing.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate on
the 27th day of July, 1998.


                                                     /s/ Terence C. Seikel
                                                     --------------------------
                                                     Name: Terence C. Seikel
                                                     Title: Vice President

EX-3.14

                                                                    EXHIBIT 3.14

                         ADVANCED ACCESSORY SYSTEMS, LLC

                     (a Delaware Limited Liability Company)


                               OPERATING AGREEMENT


                               September 28, 1995



                                TABLE OF CONTENTS



                                                                     Page
                                                                     ----
                                                                    
1.    Definitions; Rules of Construction                               1

2.    Name; Formation; Issuance of Units                               3

3.    Purpose; Acquisition of Seller's Assets                          3

4.    Offices                                                          3

5.    Management of the Company                                        4

6.    Members                                                          5

7.    Capital Contributions; Issuance of Units; Capital Accounts       6

8.    Distributions                                                    7

9.    Liability for Return of Capital                                  7

10.   Administrative Matters                                           7

11.   Transfers of Units and Interests                                 7

12.   Withdrawal                                                       8

13.   Additional Members                                               8

14.   Dissolution                                                      8

15.   Continuation of the Company                                      9

16.   Limitation on Liability                                          9

17.   Amendments                                                       9

18.   Governing Law                                                    9


                                       -i-


SCHEDULES AND EXHIBITS

Schedules

Schedule I      -           Schedule of Members

Exhibits

Exhibit A       -           Bylaws of the Company

Exhibit B       -            Certificate of Formation

Exhibit C       -           Certificate of Amendment

                                      -ii-


                                             OPERATING AGREEMENT
                                       dated as of September 28, 1995, of
                                       ADVANCED ACCESSORY SYSTEMS,
                                       LLC, a Delaware limited liability company
                                       (the "Company"), among the parties listed
                                       on SCHEDULE I.

          The parties are entering into this Agreement for the purpose of
fonning a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 DEL. C. Section 18-101 ET SEQ. (the "Delaware
Act").

          ACCORDINGLY, in consideration of the mutual covenants and agreements
contained in this Agreement, the sufficiency of which is hereby acknowledged,
the parties agree as follows:

          1. DEFINITIONS; RULES OF CONSTRUCTION. (a) When used in this
Agreement, the following capitalized terms have the meanings ascribed to them
below:

               "ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement
dated as of the date hereof entered into simultaneously with the execution and
delivery of this Agreement among MascoTech Automotive Systems Group, Inc.,
MascoTech Accessories, Inc., MascoTech Industrial Components, Inc. and the
Company.

               "BOARD OF MANAGERS" means the board of managers designated
pursuant to Section 5.

               "BUSINESS" shall have the meaning set forth in the Asset Purchase
Agreement.

               "BYLAWS" means the Bylaws of the Company as amended from time to
time, which are expressly incorporated by reference into this Agreement and the
initial form of which is attached hereto as EXHIBIT A and are hereby adopted and
approved by the Members.

               "CAPITAL CONTRIBUTION" means, with respect to any Member, the
amount of capital contributed by such Member to the Company, as determined in
accordance with Section 7.

               "DELAWARE ACT" has the meaning ascribed to such term in the first
paragraph.

               "EVENT OF WITHDRAWAL OF A MEMBER" means the death, insanity,
retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the
occurrence of any other event that terminates the continued membership of a
Member in the Company.



               "INTEREST" means the ownership interest of a Member in the
Company, consisting of (i) such Member's ownership of Units and right to receive
a portion of distributions, (ii) such Member's right to vote or grant or
withhold consents with respect to Company matters as provided herein or in the
Delaware Act and (iii) such Member's other rights and privileges as herein
provided.

               "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.

               "MANAGING MEMBER" means a Member who is a Manager.

               "MANAGER" means a member of the Board of Managers as designated
in, or selected pursuant to, Section 5.

               "MAJORITY IN INTEREST OF THE MANAGING MEMBERS" means, at any
time, the Managing Members who hold in the aggregate greater than 50% of the
profits and capital interest of the Company held by all Managing Members.

               "MAJORITY IN INTEREST OF THE MEMBERS" means, at any time, the
Members who hold in the aggregate greater than 50% of the profits and capital
interest of the Company.

               "MEMBERS" shall mean any Person holding a Unit and who shall be
admitted as additional or substituted Members pursuant to this Agreement, so
long as they remain Members.

               "NET PROFITS AND NET LOSSES" means the net taxable income or net
taxable loss of the Company, respectively, as determined for federal income tax
purposes, for each fiscal year of the Company, plus any income that is exempt
from federal income tax and minus expenditures that are not deductible in
computing federal taxable income and not properly chargeable to capital
accounts, in each case to the extent such items are not otherwise taken into
account in computing Net Profits or Net Losses.

               "PARENT" means AAS Holdings, LLC, a Delaware limited liability
company.

               "PERSON" shall be construed broadly and shall include an
individual, a partnership, a corporation, an association, a joint stock company,
a limited liability company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.

               "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.

                                       -2-


               "SUBSIDIARY" means with respect to any Person, any corporation of
which the shares of stock having a majority of the general voting power in
electing the board of directors of such corporation are, at the time as of which
any determination is being made, owned by such Person either directly or
indirectly through Subsidiaries.

               "TRANSFER" shall have the meaning set forth in Section 11.

               "UNITS" shall have the meaning set forth in Section 2(c).

          (b) The title of and the section and paragraph headings in this
Agreement are for convenience of reference only and shall not govern the
interpretation of any of the terms or provisions of this Agreement.

          (c) The use herein of the masculine, feminine or neuter forms shall
also denote the other forms, as in each case the context may require.

          2. NAME; FORMATION; ISSUANCE OF UNITS. (a) The name of the Company
shall be "Advanced Accessory Systems, LLC," or such other name as the Board of
Managers may from time to time hereafter designate.

          (b) The Company was formed upon the execution and filing by Paul
Mitrokostas (such Person being hereby authorized to take such action) with the
Secretary of State of the State of Delaware of a certificate of formation (the
"Certificate") of the Company in the form attached hereto as EXHIBIT B on August
28, 1995, as amended by the certificate of amendment (the "Amendment") of the
Company in the form attached hereto as EXHIBIT C on September 13, 1995.

          (c) The Company shall be authorized to issue from time to time up to
14,000 units (the "Units") which may be issued pursuant to such agreements as
the Board or a committee thereof shall approve, including pursuant to options on
warrants.

          (d) The parties hereto ratify and confirm the filing of the
Certificate and the Amendment.

          3. PURPOSE; ACQUISITION OF SELLER'S ASSETS. (a) The purpose of the
Company shall be to engage in any lawful business that may be engaged in by a
limited liability company organized under the Delaware Act, as such business
activities may be determined by the Board of Managers from time to time.

          (b) Without limiting the generality of Section 3(a), the initial
purpose of the Company shall be to acquire the Business (as defined in the Asset
Purchase Agreement), and to continue the operation of the Business as a going
concern.

          4. OFFICES. (a) The principal office of the Company, and such
additional

                                       -3-


offices as the Board of Managers may determine to establish, shall be located at
such place or places inside or outside the State of Delaware as the Board of
Managers may designated from time to time.

          (b) The registered office of the Company in the State of Delaware is
located at 32 Loockerman Square, Suite L-100, Dover, Delaware 19904. The
registered agent of the Company for service of process at such address is The
Prentice-Hall Corporation System, Inc.

          5. MANAGEMENT OF THE COMPANY. (a) Subject to the delegation of rights
and powers provided for herein and in the Bylaws, the Board of Managers shall
have the sole right to manage the business of the Company and shall have all
powers and rights necessary, appropriate or advisable to effectuate and carry
out the purposes and business of the Company. The Board of Managers shall
initially consist of two Managers, and immediately following the consummation of
the Closing under the Asset Purchase Agreement, the Board of Managers shall
consist of five managers. The Board of Managers shall be selected by a Majority
in Interest of the Members. The Parent shall at all times be a member of the
Board of Managers for so long as it owns any Units. A member of the Board of
Managers that is not an individual may act through its duly authorized
representative.

          (b) No Member, by reason of such Member's status as such, shall have
any authority to act for or bind the Company but shall have only the right to
vote on or approve the actions herein specified to be voted on or approved by
such Member.

          (c) The officers of the Company shall be, and shall be elected,
removed and perform such functions, as are provided in the Bylaws. The Board of
Managers may appoint, employ, or otherwise contract with such other Persons for
the transaction of the business of the Company or the performance of services
for or on behalf of the Company as it shall determine in its sole discretion.
The Board of Managers may delegate to any officer of the Company or to any such
other Person such authority to act on behalf of the Company as the Board of
Managers may from time to time deem appropriate in its sole discretion.

          (d) Except as otherwise provided by the Board of Managers or in the
Bylaws, when the taking of such action has been authorized by the Board of
Managers, any Manager or officer of the Company or any other Person specifically
authorized by the Board of Managers may execute any contract or other agreement
or document on behalf of the Company and may execute and file on behalf of the
Company with the Secretary of State of the State of Delaware any certificates of
amendment to the Company's certificate of formation, one or more restated
certificates of formation and certificates of merger or consolidation and, upon
the dissolution and completion of winding up of the Company, at any time when
there are fewer than two Members, or as otherwise provided in the Delaware Act,
a certificate of cancellation canceling the Company's certificate of formation.

                                       -4-


          (e) If a vacancy on the Board of Managers is not filled within 60 days
after such vacancy occurs by a Majority in Interest of the Members, such vacancy
may thereafter be filled by a majority of the Managers then in office, or, if
there be none, by a vote of a Majority in Interest of the Members. Managers
shall serve until they resign, die, become incapacitated or are removed. Any
Manager, except the Parent, can be removed with or without cause by the vote of
a Majority in Interest of the Members. Determinations to be made by the Managers
in connection with the conduct of the business of the Company shall be made in
the manner provided in the Bylaws, unless otherwise specifically provided
herein.

          6. MEMBERS; REPRESENTATIONS OF MEMBERS; REPRESENTATIONS OF COMPANY.
(a) The name and business, mailing or residence address of the initial Members
of the Company are set forth on SCHEDULE I. Schedule I shall be amended from
time to time to reflect the names and business, mailing or residence address of
each of Persons who shall become Members after the date hereof.

          (b) Upon the acquisition of a Unit, each Member makes the following
representations and warranties to the Company with respect to such Unit:

          (i) Such Member has such knowledge and expertise in financial and
     business matters that he or it is capable of utilizing the information made
     available to the undersigned, to evaluate the merits and risks of an
     investment in the Company and to make an informed investment decision with
     respect thereto. The undersigned is aware that his or its purchase of a
     Unit is highly speculative and he or it is able, without impairing his or
     its financial condition, to hold the Interest for an indefinite period of
     time and to suffer a complete loss of its or his or its investment.

          (ii) Such Member understands and acknowledges that the offering of the
     Units has not been considered or approved by any governmental or other
     entity.

          (iii) Such Member recognizes that an investment in the Company
     involves certain risks, and has taken full cognizance of, and understands
     all of, the risk factors related to the purchase of the Units. Such Member
     has consulted with his or its professional, tax and legal advisors with
     respect to the Federal, state, local and foreign income tax consequences of
     the undersigned's participation as a Member of the Company.

          (iv) The execution and delivery of this Agreement by such Member and
     has been duly authorized.

          (v) Such Member understands that there is no public market for the
     Units and that the transferability of the Units is restricted.

                                       -5-


          (vi) The Units are being purchased by such Member for his or its own
     account only for investment and is not being purchased with a view towards
     its resale or further distribution. Such Member understands that the Units
     are not registered for sale under the Securities Act or otherwise and that
     the Units cannot be offered for sale or sold by such Member or by anyone
     acting for the undersigned's account or on the undersigned's behalf without
     the registration of the Units and/or the fulfillment of other regulatory
     requirements.

          7. CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS; CAPITAL ACCOUNTS. (a) The
initial Members have contributed to the Company on the date hereof $1,000 per
Unit by payment of cash in such amount or in the case of the Parent by delivery
of cash and promissory notes received by the Parent on the date hereof from
Marshall Gladchun and Richard Borghi.

          (b) A separate capital account shall be maintained on the books of the
Company for each Member, which shall be adjusted (1) as of December 31 of each
year, (2) immediately prior to the acquisition of any Unit by any Person, (3)
effective as of the date of sale of the Company (whether by way of asset sale,
stock sale or merger in which the Members immediately prior to such stock sale
or merger shall cease to own a majority of all Units owned by all Members) and
(4) the date of dissolution of the Company as follows:

          (i) the amount of money and the fair market value of property (net of
     any liabilities secured by such property that the Company assumes or takes
     subject to) contributed by such Member to the Company shall be credited to
     such Member's capital account;

          (ii) the amount of any distributions (including the fair market value
     (as determined by the Board of Managers in good faith) of property other
     than cash (net of any liabilities that such Member assumes or takes subject
     to) distributed to such Member shall be debited from such Member's capital
     account; and

          (iii) Net Profits incurred by the Company since the last date on which
     Net Profits or Net Losses shall have been allocated to the Members shall be
     credited to such Member's capital account and Net Losses incurred by the
     Company since the last date on which Net Losses or Net Profits shall have
     been allocated to the Members shall be debited to such Member's capital
     account, which allocations shall be made ratably among the holders of Units
     according to their respective holdings of such Units.

          (c) Notwithstanding any provision of this Agreement to the contrary,
each Member's capital account shall be maintained and adjusted in accordance
with the Code, including (i) the adjustments permitted or required by Code
Section 704(b) and, to the extent applicable, the principles expressed in Code
Section 704(c) and the regulations promulgated thereunder and (ii) adjustments
required to maintain capital accounts in

                                       -6-


accordance with the "substantial economic effect test" set forth in the
regulations promulgated under Code Section 704(b).

          (d) Any Member, including any substitute Member, who shall receive any
Units by means of a transfer to him of Units of another Member shall have a
capital account that reflects the capital account associated with the
transferred Units.

          (e) Anything contained in this Agreement to the contrary
notwithstanding, (i) the aggregate interest of the Managing Members in each
material item of Company income, gain, loss, deduction or credit shall be equal
to at least 1% of each such item at all times during the existence of the
Company, unless otherwise required by the Code, and (ii) the aggregate balance
in the capital accounts of the Managing Members shall be equal to at least 1% of
the aggregate positive balances in the capital accounts of all the Members at
all times.

          8. DISTRIBUTIONS. (a) Within 90 days following the end of each fiscal
year, the Company will distribute to each Member an amount (if any) equal to 44%
of the excess of Net Profits over Net Losses previously allocated to such
Member's capital account for such fiscal year and all prior fiscal years
pursuant to Section 7, less any distributions made during such fiscal year
pursuant to Section 8(b).

          (b) All distributions not made pursuant to Section 8(a) of other
assets of the Company, whether in cash or in kind, shall be made at such times
and in such amounts as the Board of Managers may determine, and shall be
allocated among and made to the Members ratably in accordance with their
respective holdings of Units at the date of distribution.

          9. LIABILITY FOR RETURN OF CAPITAL. No Member or Manager shall have
any liability for the return of any Member's Capital Contribution, which Capital
Contribution shall be payable solely from the assets of the Company at the
absolute discretion of the Board of Managers, subject to the requirements of the
Delaware Act.

          10. ADMINISTRATIVE MATTERS. (a) The Company hereby designates the
Parent as the "Tax Matters Partner" for purposes of Code Section 6231 and the
regulations promulgated thereunder. The Tax Matters Partner shall promptly
advise each Member of any audit proceedings proposed to be conducted with
respect to the Company.

          (b) It is the intention of the Members that the Company shall be taxed
as a "partnership" for federal, state, local and foreign income tax purposes.
The Members shall take all reasonable actions, including the amendment of this
Agreement and the execution of other documents, as may reasonably be required~
in order for the Company to qualify for and receive "partnership" treatment for
federal, state, local and foreign income tax purposes.

                                       -7-


          (c) The fiscal year of the Company shall be the calendar year. The
books and records of the Company shall be maintained in accordance with
generally accepted accounting principles and Code Section 704(b) and the
regulations promulgated thereunder.

          11. TRANSFERS OF UNITS AND INTERESTS. No Member may sell, assign,
pledge or otherwise transfer or encumber (collectively, "Transfer") all or any
part of its Units or other part of its Interest, and no transferees of all or
any part of the Units of a Member shall be admitted as a substituted Member,
without, in either event, having obtained the prior written consent of a
Majority in Interest of the Managing Members (excluding Managing Members that
are transferring Units), which consent may be withheld in their sole discretion.
Any Transfer or attempted Transfer of any Interest in the Company in violation
of any the provisions of this Section 11 shall be void, and the Company shall
not record such Transfer on its books or treat any purported transferee of such
Units as the owner of such Units for any purpose. The Board of Managers shall
amend SCHEDULE I hereto from time to time to reflect Transfers made in
accordance with, and as permitted under, this Section 11.

          12. WITHDRAWAL. No Member shall have the right to withdraw from the
Company except with the consent of the Board of Managers and upon such terms and
conditions as may be specifically agreed upon between the Company and the
withdrawing Member. The provisions hereof with respect to distributions upon
withdrawal are exclusive, and no Member shall be entitled to claim any further
or different distribution upon withdrawal under Section 18-604 of the Delaware
Act or otherwise.

          13. ADDITIONAL MEMBERS. The Board of Managers shall have the right to
cause the Company to issue additional Units and to admit additional Members upon
the acquisition of such Units upon such terms and conditions, at such time or
times, and for such Capital Contributions as shall be determined by the Board of
Managers. In connection with the admission of an additional Member, the Board of
Managers shall amend SCHEDULE I hereof to reflect the name and address the
additional Member. Prior to the admission of any Person as a Member, such Person
shall execute a counterpart to this Agreement and shall agree to be bound by the
terms hereof.

          14. DISSOLUTION. (a) Subject to the provisions of Section 15, the
Company shall be dissolved and its affairs wound up and terminated upon the
first to occur of the following:

               (i)  December 31, 2025;

               (ii) the determination of the Board of Managers and a Majority in
     Interest of the Members to dissolve the Company; or

                                       -8-


               (iii) the occurrence of an Event of Withdrawal of a Managing
     Member or any other event causing a dissolution of the Company under
     Section 18-801 of the Delaware Act.

          (b) Upon dissolution of the Company, the Company's affairs shall be
promptly wound up in accordance with the provisions of this Section 14. The
Company shall engage in no further business except as may be necessary, in the
reasonable discretion of the Board of Managers, to preserve the value of the
Company's assets during the period of dissolution and liquidation.

          (c) Distributions to the Members in liquidation may be made in cash or
in kind, or partly in cash and partly in kind, as determined by the Board of
Managers.

          (d) The Net Profits and Net Losses of the Company during the period of
dissolution and liquidation shall be allocated among the Members in accordance
with the provisions of Section 7.

          (e) The assets of the Company (including, without limitation, proceeds
from the sale or other disposition of any assets during the period of
dissolution and liquidation) shall be applied as follows:

               (i) First, to repay any indebtedness of the Company, whether to
third parties or the Members, in the order of priority required by law;

               (ii) Next, to any reserves which the Board of Managers reasonably
deems necessary for contingent or unforeseen liabilities or obligations of the
Company (which reserves when they become unnecessary shall be distributed in
accordance with the provisions of (iii), below); and

               (iii) Next, to the Members in proportion to their respective
positive capital account balances (after taking into account all adjustments to
the Members' capital accounts required under Section 14(d)).

          15. CONTINUATION OF THE COMPANY. Notwithstanding the provisions of
Section 14, the occurrence of an Event of Withdrawal of a Member shall not
dissolve the Company if within 90 days after the occurrence of such Event of
Withdrawal of a Member the business of the Company is continued by a Majority in
Interest of the Members remaining after such Event of Withdrawal.

          16. LIMITATION ON LIABILITY. The debts, obligations and liabilities of
the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and no Member or Manager of
the Company shall be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member or Manager.

                                       -9-


          17. AMENDMEIIT~. This Agreement may be amended only upon the written
consent of the Board of Managers and a Majority in Interest of the Members.

          18. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the state of Delaware.

                                      -10-


          IN WITNESS WHEREOF, the undersigned have duly executed this Operating
Agreement as of the date first written above.

                                      CHEMICAL VENTURE CAPITAL ASSOCIATES,
                                      A CALIFORNIA LIMITED PARTNERSHIP


                                      By:
                                         --------------------
                                           Name:
                                           Title:

                                      AAS HOLDINGS, LLC


                                      By:
                                         ---------
                                           Name:
                                           Title:



                        Schedule I -- Schedule of Members

Chemical Venture Capital Associates,
A California Limited Partnership do Chemical Venture Partners 270 Park Avenue,
5th Floor New York, New York 10017

AAS Holdings, LLC
265 16th Street
Port Huron, MI 48060

EX-3.15

                                                                    EXHIBIT 3.15

                               AMENDMENT NO. 1 TO
                             OPERATING AGREEMENT OF
                                 SPORTRACK, LLC

          AMENDMENT NO. 1, dated as of April 15, 2003 (the "AMENDMENT"), to the
Operating Agreement of SportRack. LLC (formerly known as Advanced Accessory
Systems, LLC, hereinafter the "COMPANY"), dated as of September 28, 1995 (the
"OPERATING AGREEMENT"), and the members set forth on EXHIBIT A thereto (the
"MEMBERS"). All capitalized terms used herein and not otherwise defined herein
are used herein as defined in the Operating Agreement.

          The undersigned, constituting the Company and the Member holding 100%
of the outstanding membership interests of the Company, wish to amend the
Operating Agreement to the extent set forth herein.

          1.   AMENDMENT. (a) Section 1 - The defined term "Parent " in the
Operating Agreement is hereby amended by deleting the definition in its entirety
and substituting the following therefore:

          "PARENT" means Advanced Accessory Systems, LLC, a Delaware limited
liability company.

          (b) Section 2(a) of the Operating Agreement is hereby amended by
deleting Section 2(a) in its entirety and substituting the following therefore:

               "The name of the Company shall be SportRack, LLC or such other
               name as the Board of Managers may from time to time hereafter
               designate."

          (c) Schedule I (Schedule of Members) of the Operating Agreement is
hereby amended by deleting the contents of Schedule I in their entirety and
substituting the following therefore::

               Advanced Accessory Systems, LLC
               Sterling Town Center
               12900 Hall Road
               Suite 200
               Sterling Heights, MI  48313


          (d) The Operating Agreement is hereby amended by deleting Sections 5,
7 and 8(a) in their entirety.

          2.   EFFECTIVE DATE. This Amendment shall become effective as of the
date hereof.



          3.   SUCCESSORS; COUNTERPARTS. This Amendment (a) shall be binding as
to the executors, administrators, estates, heirs and legal successors of the
parties hereto and (b) may be executed in several counterparts with the same
effect as if the parties executing the several counterparts had all executed one
counterpart.

          4.   GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect to
the principles of conflict of laws thereof.

          5.   REMAINING PROVISIONS. Except as amended hereby, the Operating
Agreement shall continued in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


COMPANY:                              SPORTRACK, LLC


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


MEMBERS:                              ADVANCED ACCESSORY SYSTEMS, LLC

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

EX-3.16

                                                                    EXHIBIT 3.16

                                     BYLAWS

                                       OF

                         ADVANCED ACCESSORY SYSTEMS, LLC


                      A DELAWARE LIMITED LIABILITY COMPANY


                        Adopted as of September 28, 1995



                                TABLE OF CONTENTS



                                                                                        Page
                                                                                        ----
                                                                                        
ARTICLE I           Meetings of Members ...................................................1
    Section 1.      Place of Meetings and Meetings by Telephone ...........................1
    Section 2.      Call of Meetings ......................................................1
    Section 3.      Notice of Meetings of Members .........................................1
    Section 4.      Manner of Giving Notice ...............................................1
    Section 5.      Adjourned Meeting; Notice .............................................2
    Section 6.      Quorum; Voting ........................................................2
    Section 7.      Waiver of Notice by Consent of Absent Members .........................2
    Section 8.      Member Action by Written Consent Without a Meeting ....................2
    Section 9.      Record Date for Member Notice, Voting and Giving Consents .............3
    Section 10.     Proxies ...............................................................3

ARTICLE II          Managers and Meetings of  Managers ....................................4
    Section 1.      Powers ................................................................4
    Section 2.      Number of Managers ....................................................4
    Section 3.      Vacancies .............................................................4
    Section 4.      Place of Meetings and  Meetings by Telephone ..........................4
    Section 5.      Regular Meetings ......................................................4
    Section 6.      Special Meetings ......................................................4
    Section 7.      Quorum; Chairman ......................................................4
    Section 8.      Waiver of Notice ......................................................5
    Section 9.      Adjournment ...........................................................5
    Section 10.     Action Without a Meeting ..............................................5
    Section 11.     Delegation of Power ...................................................5

ARTICLE III         Officers ..............................................................6
    Section 1.      Officers ..............................................................6
    Section 2.      Election of Officers ..................................................6
    Section 3.      Additional Officers ...................................................6
    Section 4.      Removal and Resignation of Officers ...................................6
    Section 5.      Vacancies in Offices ..................................................6
    Section 6.      Chief Executive Officer ...............................................7
    Section 7.      President .............................................................7
    Section 8.      Secretary .............................................................7
    Section 9.      Treasurer .............................................................7

ARTICLE IV          Maintenance and Inspection of Records .................................8
    Section 1.      Member List ...........................................................8
    Section 2.      Bylaws ................................................................8
    Section 3.      Other Records .........................................................8


                                       -i-




                                                                                        Page
                                                                                        ----
                                                                                       
    Section 4.      Inspection by Managers ................................................8

ARTICLE V           General Matters .......................................................9
    Section 1.      Checks, Drafts, Evidence of Indebtedness ..............................9
    Section 2.      Representation of Shares of Other Entities Held by Company ............9
    Section 3.      Seal ..................................................................9

ARTICLE VI          Amendments and Incorporation by Reference .............................9
    Section 1.      Amendment .............................................................9
    Section 2.      Incorporation by Reference of Bylaws into Operating Agreement .........9

ARTICLE VII         Indemnification ......................................................10
    Section 1.      Indemnification of Managers, Officers, Employees and Agents ..........10


                                      -ii-


                                     BYLAWS

                                       OF

                         ADVANCED ACCESSORY SYSTEMS, LLC


                                  INTRODUCTION

          A. AGREEMENT. These Bylaws are subject to the Operating Agreement
dated as of September 28, 1995, as the same may from time to time be amended and
in effect (the "Operating Agreement"), of Advanced Accessory Systems, LLC, a
Delaware limited liability company (the "Company"). In the event of any
inconsistency between the terms hereof and the terms of the Operating Agreement,
the terms of the Operating Agreement shall control.

          B. DEFINITIONS. Capitalized terms used and not defined in these Bylaws
have the meanings ascribed to them in the Operating Agreement.

                                    ARTICLE I

                               MEETINGS OF MEMBERS

          Section 1. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Meetings of
Members shall be held at any place designated by the Board of Managers. In the
absence of any such designation, meetings of Members shall be held at the
principal place of business of the Company. Any meeting of the Members may be
held by conference telephone or similar communication equipment so long as all
Members participating in the meeting can hear one another, and all Members
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.

          Section 2. CALL OF MEETINGS. Meetings of the Members may be called at
any time by the Board of Managers for the purpose of taking action upon any
matter requiring the vote or authority of the Members as provided herein or in
the Operating Agreement or upon any other matter as to which such vote or
authority is deemed by the Board of Managers to be necessary or desirable.

          Section 3. NOTICE OF MEETINGS OF MEMBERS. All notices of meetings of
Members shall be sent or otherwise given in accordance with Section 4 of this
Article I not less then five nor more than 60 days before the date of the
meeting. The notice shall specify the place, date and hour of the meeting and
the general nature of the business to be transacted.



          Section 4. MANNER OF GIVING NOTICE. Notice of any meeting of Members
shall be given personally or by telephone to each Member or sent by first class
mail, by telegram or telecopy (or similar electronic means) or by a nationally
recognized overnight courier, charges prepaid, addressed to the Member at the
address of that Member appearing on the books of the Company or given by the
Member to the Company for the purpose of notice. Notice shall be deemed to have
been given at the time when delivered either personally or by telephone, or at
the time when deposited in the mail or with a nationally recognized overnight
courier, or when sent by telegram or telecopy (or similar electronic means).

          Section 5. ADJOURNED MEETING; NOTICE. Any meeting of Members whether
or not a quorum is present, may be adjourned from time to time by the vote of a
Majority in Interest of Members represented at that meeting, either in person or
by proxy. When any meeting of Members is adjourned to another time or place,
notice need not be given of the adjourned meeting, unless a new record date of
the adjourned meeting is fixed or unless the adjournment is for more than
30 days from the date set for the original meeting, in which case the Board of
Managers shall set a new record date and shall give notice in accordance with
the provisions of Section 3 and 4 of this Article I. At any adjourned meeting,
the Company may transact any business that might have been transacted at the
original meeting.

          Section 6. QUORUM; VOTING. At any meeting of the Members, a Majority
in Interest of Members present, in person or by proxy, shall constitute a quorum
for all purposes, unless or except to the extent that the presence of Members
holding a higher aggregate Percentage Interest in required by the Operating
Agreement or applicable law. Except as otherwise required by the Operating
Agreement, these Bylaws or applicable law, all matters shall be determined by a
Majority in Interest of Members.

          Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT MEMBERS. The
transactions of a meeting of Members, however called and noticed and wherever
held, shall be as valid as though taken at a meeting duly held after regular
call and notice if a quorum is present either in person or by proxy and if
either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of Members. Attendance by a person at a meeting shall also
constitute a waiver of notice of that meeting, except when the person objects at
the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice of the meeting if that objection is expressly made at
the beginning of the meeting.

          Section 8. MEMBER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that may be taken at any meeting of Members may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed

                                       -2-


by a Majority in Interest of Members (or Members holding such higher aggregate
Percentage Interest as is required to authorize or take such action under the
terms of the Operating Agreement, these Bylaws or applicable law). Any such
written consent may be executed and given by telecopy or similar electronic
means. Such consents shall be filed with the Secretary of the Company and shall
be maintained in the Company's records.

          Section 9. RECORD DATE FOR MEMBER NOTICE, VOTING AND GIVING CONSENTS.
(a) For purposes of determining the Members entitled to vote or act at any
meeting or adjournment thereof, the Board of Managers may fix in advance a
record date which shall not be greater than 60 days nor fewer than five days
before the date of any such meeting. If the Board of Managers does not so fix a
record date, the record date for determining Members entitled to notice of or to
vote at a meeting of Members shall be at the close of business on the business
day immediately preceding the day on which notice is given, or if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

          (b) The record date for determining the Members entitled to give
consent to action in writing without a meeting, (a) when no prior action of the
Board of Managers has been taken, shall be the day on which the first written
consent is given, or (b) when prior action of the Board of Managers has been
taken, shall be such date as determined for that purpose by the Board of
Managers, which record date shall not precede the date upon which the resolution
fixing it is adopted by the Board of Managers shall not be more than 20 days
after the date of such resolution.

          (c) Only Members of record on the record date as herein determined
shall have any right to vote or to act any meeting or give consent to any action
relating to such record date, provided that no Member who transfers all or part
of such Member's Interest after a record date (and no transferee of such
Interest) shall have the right to vote or act with respect to the transferred
Interest as regards the matter for which the record date was set.

          Section 10. PROXIES. Every Member entitled to vote or act on any
matter at a meeting of Members shall have the right to do so either in person or
by proxy, provided that an instrument authorizing such a proxy to act is
executed by the Member in writing and dated not more than 11 months before the
meeting, unless the instrument specifically provides for a longer period. A
proxy shall be deemed executed by a Member if the Member's name is placed on the
proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the Member or the Member's attorney-in-fact. A valid proxy that
does not state that it is irrevocable shall continue in full force and effect
unless (i) revoked by the person executing it before the vote pursuant to that
proxy by a writing delivered to the Company stating that the proxy is revoked,
by a subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing that proxy or (ii) written notice of the death
or incapacity of the maker of that proxy is received by the Company before the
vote

                                       -3-


pursuant to that proxy is counted. A proxy purporting to be executed by or on
behalf of a Member shall be deemed valid unless challenged at or prior to its
exercise and the burden of providing invalidity shall rest on the challenger.
Except to the extent inconsistent with the provisions hereof, the General
Corporation Law of the State of Delaware, and judicial construction thereof by
the Courts of the State of Delaware, shall be applicable to proxies granted by
any Member.

                                   ARTICLE II

                        MANAGERS AND MEETINGS OF MEMBERS

          Section 1. POWERS. The powers of the Managers shall be as provided in
the Operating Agreement.

          Section 2. NUMBER OF MANAGERS. The Board of Managers shall initially
consist of two Managers, and immediately following the consummation of the
Closing under the Asset Purchase Agreement, the Board of Managers shall consist
of five managers.

          Section 3. VACANCIES. Vacancies in the authorized number of Managers
may be filled as provided in the Operating Agreement.

          Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings
of the Board of Managers may be held at any place that has been designated from
time to time by resolution of the Board of Managers. In the absence of such a
designation, regular meetings shall be held at the principal place of business
of the Company. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment so long as all Managers
participating in the meeting can hear one another, and all Managers
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.

          Section 5. REGULAR MEETINGS. Regular meetings of the Board of Managers
shall be held at such times and at such places as shall be fixed by unanimous
approval of the Managers. Such regular meetings may be held without notice.

          Section 6. SPECIAL MEETINGS. Special meetings of the Board of Managers
for any purpose or purposes may be called at any time by Holdings. Notice of the
time and place of a special meeting shall be delivered personally or by
telephone to each Manager and sent by first-class mail, by telegram or telecopy
(or similar electronic means) or by nationally recognized overnight courier,
charges prepaid, addressed to each Manager at that Manager's address as it is
shown on the records of the Company. If the notice is mailed, it shall be
deposited in the United States mail least five calendar days before the time of
the holdings of the meeting. If the notice is delivered personally or by
telephone or by telegram, telecopy (or similar electronic means) or overnight
courier, it

                                       -4-


shall be given at least 24 hours before the time of the holding of the meeting.
Any oral notice given personally or by telephone may be communicated either to
the Manager or to a person at the office of the Manager who the person giving
the notice has reason to believe will promptly communicate it to the Manager.
The notice need not specify the purpose of the meeting.

          Section 7. QUORUM; CHAIRMAN. A majority of the authorized number of
Managers shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 9 of this Article II. Every act or decision done
or made by the affirmative vote of a majority of the Managers present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Managers, except to the extent that the vote of a higher number of
Managers is required by the Operating Agreement, these Bylaws or applicable law.
The Board of Managers may from time to time appoint any Manager to serve as
Chairman of the Board of Managers, who shall preside at all meetings of the
Board of Managers and of the Members. If at a time of any such meeting, there
shall not be a Chairman of the Board, then the Board of Managers shall appoint a
person to preside at such meeting.

          Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given
to any Manager who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Company or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any manager who attends the meeting without protesting
at or prior to its commencement the lack of notice to that Manager.

          Section 9. ADJOURNMENT. A majority of the Managers present at any
meeting, whether or not constituting a quorum, may adjourn any meeting to
another time and place. Notice of the time and place of holding an adjourned
meeting need not be given unless the meeting is adjourned for more than 48
hours, in which case notice of the time and place shall be given before the time
of the adjourned meeting in the manner specified in Section 6 of this Article
II.

          Section 10. ACTION WITHOUT A MEETING. Any action to be taken by the
Board of Managers at a meeting may be taken without such meeting by the written
consent of a majority of the Managers then in office (or such higher number of
Managers as is required to authorize or take such action under the terms of the
Operating Agreement, these Bylaws or applicable law). Any such written consent
may be executed and given by telecopy or similar electronic means. Such written
consents shall be filed with the minutes of the proceedings of the Board of
Managers. If any action is so taken by the Board of Managers by the written
consent of less than all of the Managers, prompt notice of the taking of such
action shall be furnished to each Manager who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.

                                       -5-


          Section 11. DELEGATION OF POWER. Any Manager may, by power of
attorney, delegate his power to any other Manager or Managers; PROVIDED,
HOWEVER, that in no case shall fewer than two Managers personally exercise the
powers granted to the Managers, except as otherwise provided by resolution of
the Board of Managers. A Manager represented by another Manager pursuant to such
power of attorney shall be deemed to be present for purposes of establishing a
quorum and satisfying any voting requirements. The Board of Managers may, by
resolution, delegate any or all of their powers and duties granted hereunder or
under the Operating Agreement to one or more committees of the Board of
Managers, each consisting of one or more Managers, or to one or more officers,
employees or agents (including, without limitation, Members), and to the extent
any such powers or duties are so delegated, action by the delegate or delegates
shall be deemed for all purposes to be action by the Board of Managers. All such
delegates shall serve at the pleasure of the Board of Managers. To the extent
applicable, notice shall be given to, and action may be taken by, any delegate
of the Board of Managers as herein provided with respect to notice to, and
action by, the Board of Managers.

                                   ARTICLE III

                                    OFFICERS

          Section 1. OFFICERS. The officers of the Company shall be a Chief
Executive Officer, a President, a Secretary and a Treasurer. The Company may
also have, at the discretion of the Board of Managers, such other officers as
may be appointed in accordance with the provisions of Section 3 of this Article
III. Any number of offices may be held by the same person. Officers may, but
need not, be Managers.

          Section 2. ELECTION OF OFFICERS. The officers of the Company shall be
chosen by the Board of Managers, and each shall serve at the pleasure of the
Board of Managers, subject to the rights, if any, of an officer under any
contract of employment.

          Section 3. ADDITIONAL OFFICERS. The Board of Managers may appoint and
may empower the Chief Executive Officer or the President to appoint such
additional officers as the business of the Company may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in these Bylaws or as the Board of Managers (or, to the extent
the power to prescribe authorities and duties of additional officers is
delegated to him or her, the Chief Executive Officer or the President) may from
time to time determine.

          Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights,
if any, of an officer under any contract of employment, any officer may be
removed, with or without cause, by the Board of Managers at any regular or
special meeting of the Board of Managers or by such officer, if any, upon whom
such power of removal may be conferred by the Board of Managers. Any officer may
resign at any time by giving

                                       -6-


written notice to the Company. Any resignation shall take effect at the date of
the receipt of that notice or at any later time specified in that notice, and
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the Company under any contract to which the
officer is a party.

          Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled by
the Board of Managers. The Chief Executive Officer or the President may make
temporary appointments to a vacant office reporting to the Chief Executive
Officer or the President pending action by the Board of Managers.

          Section 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board of Managers, share with the President the
general supervision, direction and control of the business and the offices of
the Company. He or she shall have the general power and duties of management
usually vested in the office of Chief Executive Officer of a corporation and
shall have such other powers and duties as may be prescribed by the Board of
Managers, the Operating Agreement or these Bylaws.

          Section 7. PRESIDENT. The President shall, subject to the control of
the Board of Managers, share with the Chief Executive Officer the general
supervision, direction and control of the business and the officers of the
Company. He or she shall have the general powers and duties of management
usually vested in the office of President of a corporation and shall have such
other powers and duties as may be prescribed by the Board of Managers, the
Operating Agreement or these Bylaws.

          Section 8. SECRETARY. The Secretary shall keep or cause to be kept at
the principal place of business of the Company or such other place as the Board
of Managers may direct a book of minutes of all meetings and actions of the
Board of Managers, committees or other delegates of the Board of Managers and
the Members. The Secretary shall keep or cause to be kept at the principal place
of business of the Company a register or a duplicate register showing the names
of all Members and their addresses, the class and percentage interests in the
Company held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give or cause to be given notice of all
meetings of the Members and of the Board of Managers (or committees or other
delegates thereof) required to be given by these Bylaws or by applicable law and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Managers, the Chief Executive Officer or the President or by
these Bylaws.

          Section 9. TREASURER. The Treasurer shall be the chief financial
officer of the Company and shall keep and maintain or cause to be kept and
maintained adequate and correct books and records of accounts of the properties
and business transactions of

                                       -7-


the Company. The books of account shall at all reasonable times be open to
inspection by any Manager. The Treasurer shall deposit all monies and other
valuables in the name and to the credit of the Company with such depositaries as
may be designated by the Board of Managers. He or she shall disburse the funds
of the Company as may be ordered by the Board of Managers, shall render to the
Chief Executive Officer, the President and the Board of Managers, whenever they
request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the Company and shall have other
powers and perform such other duties as may be prescribed by the Board of
Managers, the Chief Executive Officer or the President or these Bylaws.

                                   ARTICLE IV

                      MAINTENANCE AND INSPECTION OF RECORDS

          Section 1. MEMBER LIST. The Company shall maintain at its principal
place of business a record of its Members, giving the names and addresses of all
Members and the class and percentage interests in the Company held by each
Member. Subject to such reasonable standards (including standards governing what
information and documents are to be furnished and at whose expense) as may be
established by the Board of Managers from time to time, each Member has the
right to obtain from the Company from time to time upon reasonable demand for
any purpose reasonably related to the Member's interest as a Member of the
Company a record of the Company's Members.

          Section 2. BYLAWS. The Company shall keep at its principal place of
business the original or a copy of these Bylaws as amended to date, which shall
be open to inspection by the Members at all reasonable times during office
hours.

          Section 3. OTHER RECORDS. The accounting books and records, minutes of
proceedings of the Members and the Board of Managers and any committees or
delegates of the Board of Managers and all other information pertaining to the
Company that is required to be made available to the Members under the Delaware
Act shall be kept at such place or places designated by the Board of Managers or
in the absence of such designation, at the principal place of business of the
Company. The minutes shall be kept in written form and the accounting books and
records and other information shall be kept either in written form or in any
other form capable of being converted into written form. The books of account
and records of the Company shall be maintained in accordance with generally
accepted accounting principles consistently applied during the term of the
Company, wherein all transactions, matters and things relating to the business
and properties of the Company shall be currently entered, subject to such
reasonable standards (including standards, governing what information and
documents are to be furnished and at whose expense) as may be established by the
Board of Managers from time to time, minutes, accounting books and records and
other

                                       -8-


information shall be open to inspection upon the written demand of any Member at
any reasonable time during usual business hours for purposes reasonably related
to the Member's interests as a Member. Any such inspection may be made in person
or by an agent or attorney and shall include the right to copy and make
extracts. Notwithstanding the foregoing, the Board of Managers shall have the
right to keep confidential from Members for such period of time as the Board of
Managers deems reasonable any information which the Board of Managers reasonably
believes to be in the nature of trade secrets or other information the
disclosure of which the Board of Mangers in good faith believes is not in the
best interests of the Company or could damage the Company or its business or
which the Company is required by law or by agreement with a third party to keep
confidential.

          Section 4. INSPECTION BY MANAGERS. Every Manager shall have the right
at any reasonable time to inspect all books, records and documents of every kind
and the physical properties of the Company for a purpose reasonably related to
his position as Manager. This inspection by a Manager may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.

                                    ARTICLE V

                                 GENERAL MATTERS

          Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable by the Company shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Managers.

          Section 2. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY COMPANY.
The Chief Executive Officer, the President or any other person authorized by the
Board of Managers or by any of the foregoing designated officers is authorized
to vote or represent on behalf of the Company any and all shares of any
corporation, partnership, limited liability company, trusts or other entities,
foreign or domestic, standing in the name of the Company. Such authority may be
exercised in person or by a proxy duly executed by such designated person.

          Section 3. SEAL. The Board of Mangers may approve and adopt an
official seal of the Company, which may be altered by them at any time. Unless
otherwise required by the Board of Managers, any seal so adopted shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Company.

                                       -9-


                                   ARTICLE VI

                    AMENDMENTS AND INCORPORATION BY REFERENCE

          Section 1. AMENDMENT. These Bylaws may be restated, amended,
supplemented or repealed only by the Board of Managers or a Majority in Interest
of Members.

          Section 2. INCORPORATION BY REFERENCE OF BYLAWS INTO OPERATING
AGREEMENT. These Bylaws and any amendments hereto shall be deemed incorporated
by reference in the Operating Agreement.

                                   ARTICLE VII

                                 INDEMNIFICATION

          Section 1. INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND
AGENTS. (a) Each Person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter, a "proceeding")
by reason of the fact that he or she is or was a Manager or an officer of the
Company, or is or was serving at the request of the Company as a manager,
director, officer, employee or agent of another limited liability company or of
a corporation, partnership, joint venture, trust or other enterprise, including
a service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such a proceeding is alleged action in an
official capacity as a Manager, officer, employee or agent or in any other
capacity while serving as a Manager, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware Act (including indemnification for negligence or gross negligence
but excluding indemnification (i) for acts or omissions involving actual fraud
or willful misconduct or (ii) with respect to any transaction from which the
indemnitee derived an improper personal benefit), against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith.

          (b) The right to indemnification conferred in paragraph (a) shall
include the right to be paid by the Company the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"). The rights to indemnification and to
the advancement of expenses conferred in paragraph (a) and this paragraph (b)
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Manager, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

                                      -10-


          (c) The rights to indemnification and to the advancement of expenses
conferred in this Section 1 shall not be exclusive of any other right that any
Person may have or hereafter acquire under any statute, agreement, vote of the
Managers or otherwise.

          (d) The Company may maintain insurance, at its expense, to protect
itself and any Manager, officer, employee or agent of the Company or another
limited liability company, consultant, corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such Person against such expense,
liability or loss under the Delaware Act.

          (e) The Company may, to the extent authorized from time to time by the
Board of Managers, grant rights to indemnification and to advancement of
expenses to any employee or agent of the Company to the fullest extent of the
provisions of this Section 1 with respect to the indemnification and advancement
of expenses of Managers and officers of the Company.

                                      -11-

EX-3.17

                                                                    EXHIBIT 3.17

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 11/14/1997
                                                           971389007 - 2821140

                            CERTIFICATE OF FORMATION

                                       OF

                                  VALTEK, LLC

     This Certificate of Formation is being executed as of November 14, 1997,
for the purpose of forming a limited liability company pursuant to the Delaware
Limited Liability Company Act, 6 DEL. C. Sections 18-101, ET SEQ.

     The undersigned, being duly authorized to execute and file this
Certificate, does hereby certify as follows:

     1)  NAME. The name of the limited liability company is ValTek, LLC.

     2)  REGISTERED OFFICE AND REGISTERED AGENT. The Company's registered office
in the State of Delaware is located at 9 East Loockerman Street, Dover, Delaware
19901, County of Kent. The registered agent of the Company for service of
process at such address is National Registered Agents, Inc.

     3)  DISSOLUTION. The latest date on which the Company is to dissolve is
December 31, 2025.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Formation as of the day and year first above written.

                                                              /s/ Sean Fallon
                                                          ----------------------
                                                               Sean Fallon
                                                           Authorized Signatory
                                                             Authorized Person



FILE NO.: 2821140

================================================================================

                               STATE OF DELAWARE
                    CERTIFICATE TO RESTORE TO GOOD STANDING
                      A DELAWARE LIMITED LIABILITY COMPANY

================================================================================

1.  Name of Limited Liability Company:
    VALTEK, LLC.

2.  Date the limited liability company was formed: NOVEMBER 14, 1997.

3.  The limited liability company is paying all sums due under Section 18-1107.

4.  This filing will permit the limited liability company to be restored to good
    standing.


IN WITNESS WHEREOF, the undersigned have executed Certificate on the 29th day of
June, 1999.


                                                    By:    /s/ Barry Steele
                                                       -------------------------
                                                          Authorized Person(s)


                                                  Name:     Barry Steele
                                                       -------------------------
                                                            Type or Print

   STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/06/1999
   991277507 - 2821140

EX-3.18

                                                                    EXHIBIT 3.18

                                   VALTEK, LLC

                     (A DELAWARE LIMITED LIABILITY COMPANY)


                               OPERATING AGREEMENT


                                NOVEMBER 14, 1997



                                TABLE OF CONTENTS

                                                                                    
Section 1.       Definitions; Rules of Cons~ction                                      . 1
Section 2.       Name; Formation; Issuance of Units                                       3
Section 3.       Purpose; Acquisition of Seller's Assets                                  3
Section 4.       Offices                                                                  3
Section 5.       Management of the Company                                                3

Section 6.       Members; Representations of Members; Representations of
                  Company                                                                 4
Section 7.        Capital Contributions; Issuance of Units; Capital Accounts              5

Section 8.        Distributions                                                           6

Section 9.        Liability for Return of Capital                                         7

Section 10.       Administrative Matters                                                  7

Section 11.       Transfers of Units and Interests                                        7

Section 12.       Withdrawal                                                              7

Section 13.       Additional Members                                                      8

Section 14.       Dissolution                                                             8

Section 15.       Continuation of the Company                                             9

Section 16.       Limitation on Liability                                                 9

Section 17.       Amendments                                                              9

Section 18.       Governing Law                                                           9



                                       -i-


SCHEDULES AND EXHIBITS


Schedules

Schedule I - Schedule of Members

Exhibits

Exhibit A - Bylaws of the Company

Exhibit B - Certificate of Formation

                                      -ii-


                                              OPERATING AGREEMENT
                                  dated as of November 14, 1997 of VALTEK,
                                  LLC, A Delaware limited liability company (the
                                  "Company"), among the Company and the parties
                                  listed on SCHEDULE I.

               The parties are entering into this Agreement for the purpose of
forming a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 DEL. C. ~. Section 18-101 ET SEQ. . (the
"Delaware Act").

               ACCORDINGLY, in consideration of the mutual covenants and
agreements contained in this Agreement, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

SECTION 1      DEFINITIONS; RULES OF CONSTRUCTION.

               (a) When used in this Agreement, the following capitalized terms
have the meanings ascribed to them below:

               "AAS" means Advanced Accessory Systems, LLC, a Delaware limited
liability company.

               "BOARD OF MANAGERS" means the board of managers designated
pursuant to Section 5.

               "BYLAWS" means the Bylaws of the Company as amended from time to
time, which are expressly incorporated by reference into this Agreement and the
initial form of which is attached hereto as EXHIBIT A and are hereby adopted and
approved by the Members.

               "CAPITAL CONTRIBUTION" means, with respect to any Member, the
amount of capital contributed by such Member to the Company, as determined in
accordance with Section 7.

               "COMPANY BUSINESS" shall have the meaning set forth in the Asset
Purchase Agreement.

               `DELAWARE ACT" has the meaning ascribed to such term in the first
paragraph.

               "EVENT OF WITHDRAWAL OF A MEMBER" means the death, insanity,
retirement, resignation, expulsion, bankruptcy or dissolution of a Member or the
occurrence of any other event that terminates the continued membership of a
Member in the Company.

               "INITIAL MEMBERS" means AAS and SportRack.



               "INTEREST" means the ownership interest of a Member in the
Company, consisting of (i) such Member's ownership of Units and right to receive
a portion of distributions, (ii) such Member's right to vote or grant or
withhold consents with respect to Company matters as provided herein or in the
Delaware Act and (iii) such Member's other rights and privileges as herein
provided.

               "INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.

               "MANAGER" means a member of the Board of Managers as designated
in, or selected pursuant to, Section 5.

               "MAJORITY IN INTEREST OF THE MEMBERS" means, at any time, the
Members who hold in the aggregate greater than 50% of the profits and capital
interest of the Company.

               "MEMBERS" shall mean any Person holding a Unit and who shall be
admitted as additional or substituted Members pursuant to this Agreement, so
long as they remain Members.

               "NET PROFITS AND NET LOSSES" means the net taxable income or net
taxable loss of the Company, respectively, as determined for federal income tax
purposes, for each fiscal year of the Company, plus any income that is exempt
from federal income tax and minus expenditures that are not deductible in
computing federal taxable income and not properly chargeable to capital
accounts, in each case to the extent such items are not otherwise taken into
account in computing Net Profits or Net Losses.

               "PERSON" shall be construed broadly and shall include an
individual, a partnership, a corporation, an association, a joint stock company,
a limited liability company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof.

               "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.

               "SPORT RACK" means SportRack, LLC, a Delaware limited liability
company.

               "SUBSIDIARY" means with respect to any Person, any corporation of
which the shares of stock having a majority of the general voting power in
electing the board of directors of such corporation are, at the time as of which
any determination is being made, owned by such Person either directly or
indirectly through Subsidiaries.

               "TRANSFER" shall have the meaning set forth in Section 11.

               "Units" shall have the meaning set forth in Section 2(c).

                                       -2-


               (b) The title of and the section and paragraph headings in this
Agreement are for convenience of reference only and shall not govern the
interpretation of any of the terms or provisions of this Agreement:

               (c) The use herein of the masculine, feminine or neuter forms
shall also denote the other forms, as in each case the context may require.

SECTION 2.     NAME; FORMATION; ISSUANCE OF UNITS.

               (a) The name of the Company shall be "ValTek, LLC," or such other
name as the Board of Managers may from time to time hereafter designate.

               (b) The Company was formed upon the execution and filing by Sean
Fallon (such Person being hereby authorized to take such action) with the
Secretary of State of the State of Delaware of a certificate of formation (the
"Certificate") of the Company in the form attached hereto as EXHIBIT B on
November 15, 1997.

               (c) The Company shall be authorized to issue from time to time up
to 1,000 units (the "Units") which may be issued pursuant to such agreements as
the Board or a committee thereof shall approve, including pursuant to options on
warrants.

               (d) The parties hereto ratify and confirm the filing of the
Certificate.

SECTION 3.     PURPOSE.

               (a) The purpose of the Company shall be to engage in any lawful
business that may be engaged in by a limited liability company organized under
the Delaware Act, as such business activities may be determined by the Board of
Managers from time to time.

               (b) Without limiting the generality of Section 3(a), the initial
purpose of the Company shall to hold assets as required by AAS and SportRack.

SECTION 4.     OFFICES.

               (a) The principal office of the Company, and such additional
offices as the Board of Managers may determine to establish, shall be located at
such place or places inside or outside the State of Delaware as the Board of
Managers may designated from time to time.

               (b) The registered office of the Company in the State of Delaware
is located at 9 East Lockerman Street, Dover, Delaware 19901. The registered
agent of the Company for ser'vico of process at such address is National
Registered Agents, Inc.

SECTION 5.     MANAGEMENT OF THE COMPANY.

               (a) Subject to the delegation of rights and powers provided for
herein and in the Bylaws, the Board of Managers shall have the sole right to
manage the

                                       -3-


business of the Company and shall have all powers and rights necessary,
appropriate or advisable to effectuate and carry out the purposes and business
of the Company. The Board of Managers shall consist of up to six (6) Managers.
The Board of Managers shall be selected by a Majority in Interest of the
Members. A member of the Board of Managers that is not an individual may act
through its duly authorized representative.

               (b) No Member, by reason of such Member's status as such, shall
have any authority to act for or bind the Company but shall have only the right
to vote on or approve the actions herein specified to be voted on or approved by
such Member.

               (c) The officers of the Company shall be, and shall be elected,
removed and perform such functions, as are provided in the Bylaws. The Board of
Managers may appoint, employs or otherwise contract with such other Persons for
the transaction of the business of the Company or the performance of services
for or on behalf of the Company as it shall determine in its sole discretion.
The Board of Managers may delegate to any officer of the Company or to any such
other Person such authority to act on behalf of the Company as the Board of
Managers may from time to time deem appropriate in its sole discretion.

               (d) Except as otherwise provided by the Board of Managers or in
the Bylaws, when the taking of such action has been authorized by the Board of
Managers, any Manager or officer of the Company or any other Person specifically
authorized by the Board of Managers may execute any contract or other agreement
or document on behalf of the Company and may execute and file on behalf of the
Company with the Secretary of State of the State of Delaware any certificates of
amendment to the Company's certificate of formation, one or more restated
certificates of formation and certificates of merger or consolidation and, upon
the dissolution and completion of winding up of the Company, or as otherwise
provided in the Delaware Act, a certificate of cancellation canceling the
Company's certificate of formation.

               (e) If a vacancy on the Board of Managers is not filled within 60
days after such vacancy occurs by a Majority in Interest of the Members, such
vacancy may thereafter be filled by a majority of the Managers then in office,
or, if there be none, by a vote of a Majority in Interest of the Members.
Managers shall serve until they resign, die, become incapacitated or are
removed. Any Manager can be removed with or without cause by the vote of a
Majority in Interest of the Members. Determinations to be made by the Managers
in connection with the conduct of the business of the Company shall be made in
the manner provided in the Bylaws, unless otherwise specifically provided
herein.

SECTION 6.     MEMBERS; REPRESENTATIONS OF MEMBERS; REPRESENTATIONS OF COMPANY~

               (a) The name and business, mailing or residence address of the
initial Members of the Company are set forth on SCHEDULE I. SCHEDULE I SHALL BE
amended FROM time to time to reflect the names and business, mailing or
residence address of each of Persons who shall become Members after the date
hereof.

                                       -4-


               (b) Upon the acquisition of a Unit, each Member makes the
following representations and warranties to the Company with respect to such
Unit:

                   (i) Such Member has such knowledge and expertise in
          financial and business matters that he or it is capable of utilizing
          the information made available to the undersigned, to evaluate the
          merits and risks of an investment in the Company and to make an
          informed investment decision with respect thereto. The undersigned is
          aware that his or its purchase of a Unit is highly speculative and be
          or it is able, without impairing his or its financial condition, TO
          hold the Interest for an indefinite period of time and to suffer a
          complete loss of its or his or its investment.

                   (ii) Such Member understands and acknowledges that the
          offering of the Units has not been considered or approved by any
          governmental or other* entity.

                   (iii) Such Member recognizes that an investment in the
          Company involves certain risks, and has taken full cognizance of, and
          understands all of, THE risk factors related to the purchase of the
          Units. Such Member has consulted with his or its professional, tax and
          legal advisors with respect to the Federal, state, local and foreign
          income tax consequences of the undersigned's participation as a Member
          of the Company.

                   (iv) The execution and delivery of this Agreement by such
          Member and has been duly authorized.

                   (v) Such Member understands that there is no public market
          for THE Units and that the transferability of the Units is restricted.

                   (vi) The Units are being purchased by such Member for his or
          its own account only for investment and is not being purchased with a
          view towards its resale or further distribution. Such Member
          understands that the Units are NOT registered for sale under the
          Securities Act or otherwise and that the Units cannot be offered for
          sale or sold by such Member or by anyone acting FOR the undersigned's
          account or on the undersigned's behalf without the registration OF the
          Units and/or the fuffiliment of other regulatory requirements.

SECTION 7.     CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS; CAPITAL ACCOUNTS.

               (a) The Initial Members have contributed to the Company on the
date hereof one dollar ($1) per Unit by payment of cash in such amount.

               (b) A separate capital account shall be maintained on the books
of the Company for each Member, which shall be adjusted (1) as of December 31 of
each year, (2) immediately prior to the acquisition of any Unit by any Person,
(3) effective as of the date of sale of the Company (whether by way of asset
sale, stock sale or merger in which the Members immediately prior to such stock
sale or merger shall cease to own a
                                       -5-



majority of all Units owned by all Members) and (4) the date of dissolution of
the Company as follows:

                   (i) the amount of money and the fair market value of
          property (net of any liabilities secured by such property that the
          Company assumes or takes subject to) contributed by such Member to the
          Company shall be credited to such Member's capital account;

                   (ii) the amount of any distributions (including the fair
          market value (as determined by the Board of Managers in good faith) of
          property other than cash (net of any liabilities that such Member
          assumes or takes subject to) distributed to such Member shall be
          debited from such Member's capital account; and

                   (iii) Net Profits incurred by the Company since the last
          date on which Net Profits or Net Losses shall have been allocated to
          the Members shall be credited to such Member's capital account and Net
          Losses incurred by the Company since the last date on which Net Losses
          or Net Profits shall have been allocated to the Members shall be
          debited to such Member's capital account, which allocations shall be
          made ratably among the holders of Units according to their respective
          holdings of such Units.

               (c) Notwithstanding any provision of this Agreement to the
contrary, each Member's capital account shall be maintained and adjusted in
accordance with the Code, including

                   (i) the adjustments permitted or required by Code Section
          704(b) and, to the extent applicable, the principles expressed in Code
          Section 704(c) and the regulations promulgated thereunder and

                   (ii) adjustments required to maintain capital accounts in
          accordance with the "substantial economic effect test" set forth in
          the regulations promulgated under Code Section 704(b).

               (d) Any Member, including any substitute Member, who shall
receive any Units by means of a transfer to it or him of Units of another Member
shall have a capital account that reflects the capital account associated with
the transferred Units.

SECTION 8.     DISTRIBUTIONS.

               (a) Within 90 days following the end of each fiscal year, the
Company will distribute to each Member an amount (if any) equal to 44% of the
excess of Net Profits over Net Losses previously allocated to such Member's
capital account for such fiscal year and all prior fiscal years pursuant to
Section 7, less any distributions made during such fiscal year pursuant to
Section 8(b).

               (b) All distributions not made pursuant to Section 8(a) of other
assets of the Company, whether in cash or in kind, shall be made at such times
and in such

                                       -6-


amounts as the Board of Managers may determine, and shall be allocated among and
made to the Members ratably in accordance with their respective holdings of
Units at the date of distribution.

SECTION 9.     LIABILITY FOR RETURN OF CAPITAL.

               No Member or Manager shall have any liability for the return, of
any Member's Capital Contribution, which Capital Contribution shall be payable
solely from the assets of the Company at the absolute discretion of the Board of
Managers, subject to the requirements of the Delaware Act.

SECTION 10.    ADMINISTRATIVE MATTERS.

               (a) The Company hereby designates AAS as the "Tax Matters
Partner" for purposes of Code Section 6231 and the regulations promulgated
thereunder. The Tax Matters Partner shall promptly advise each Member of any
audit proceedings proposed to be conducted with respect to the Company.

               (b) It is the intention of the Members that the Company shall be
taxed as a "partnership" for federal, state, local and foreign income tax
purposes. The Members shall take all reasonable actions, including the amendment
of this Agreement and the execution of other documents, as may reasonably be
required in order for the Company to qualify for and receive "partnership"
treatment for federal, state, local and foreign income tax purposes.

               (c) The fiscal year of the Company shall be the calendar year.
The books and records of the Company shall be maintained in accordance with
generally accepted accounting principles and Code Section 704(b) and the
regulations promulgated thereunder.

SECTION 11.    TRANSFERS OF UNITS AND INTERESTS.

               No Member may sell, assign, pledge or otherwise transfer or
encumber (collectively, "Transfer") all or any part of its Units or other part
of its Interest, and no transferees of all or any part of the Units of a Member
shall be admitted as a substituted Member, without, in either event, having
obtained the prior written consent of a Majority in Interest of the Members
(excluding Members that are transferring Units), which consent may be withheld
in their sole discretion. Any Transfer or attempted Transfer OF any Interest in
the Company in violation of any the provisions of this Section 11 shall be void,
and the Company shall not record such Transfer on its books or treat any
purported transferee of such Units as the owner of such Units for any purpose.
The Board of Managers shall amend SCHEDULE I hereto from time to time to reflect
Transfers made in accordance with, and as permitted under, this Section 11.

SECTION 12.    WITHDRAWAL.

               No Member shall have the right to withdraw from the Company
except with the consent of the Board of Managers and upon such terms and
conditions as may be

                                       -7-


specifically agreed upon between the Company and the withdrawing Member. The
provisions hereof with respect to distributions upon withdrawal are exclusive,
and no Member shall be entitled to claim any further or different distribution
upon withdrawal under Section 18-604 of the Delaware Act or otherwise.

SECTION 13.    ADDITIONAL MEMBERS.

               The Board of Managers shall have the right to cause the Company
to issue additional Units and to admit additional Members upon the acquisition
of such Units upon such terms and conditions, at such time or times, and for
such Capital Contributions as shall be determined by the Board of Managers. In
connection with the admission of an additional Member, the Board of Managers
shall amend SCHEDULE I hereof to reflect the name and address the additional
Member. Prior to the admission of any Person as a Member, such Person shall
execute a counterpart to this Agreement and shall agree to be bound by the terms
hereof.

SECTION 14.    DISSOLUTION.

               (a) Subject to the provisions of Section 15, the Company shall be
dissolved and its affairs wound up and terminated upon the first to occur of the
following:

                   (i)   December 31, 2025;

                   (ii)  the determination of the Board of Managers and a
          Majority in Interest of the Members to dissolve the Company; or

                   (iii) the occurrence of an Event of Withdrawal of a Member
          or any other event causing a dissolution of the Company under Section
          18-801 of the Delaware Act.

               (b) Upon dissolution of the Company, the Company's affairs shall
be promptly wound up in accordance with the provisions of this Section 14. The
Company shall engage in no further business except as may be necessary, in the
reasonable discretion of the Board of Managers, to preserve the value of the
Company's assets during the period of dissolution and liquidation.

               (c) Distributions to the Members in liquidation may be made in
cash or in kind, or partly in cash and partly in kind, as determined by the
Board of Managers.

               (d) The Net Profits and Net Losses of the Company during the
period of dissolution and liquidation shall be allocated among the Members in
accordance with the provisions of Section 7.

               (e) The assets of the Company (including, without limitation,
proceeds from the sale or other disposition of any assets during the period of
dissolution and liquidation) shall be applied as follows:

                                       -8-


                   (i) First, to repay any indebtedness of the Company, whether
          to third parties or the Members, in the order of priority required by
          law;

                   (ii) Next, to any reserves which the Board of Managers
          reasonably deems necessary for contingent or unforeseen liabilities or
          obligations of the Company (which reserves when they become
          unnecessary shall be distributed in accordance with the provisions of
          (iii), below); and

                   (iii) Next, to the Members in proportion to their respective
          positive capital account balances (after taking into account all
          adjustments to the Members' capital accounts required under Section
          14(d)).

SECTION 15.    CONTINUATION OF THE COMPANY.

               Notwithstanding the provisions of Section 14, the occurrence of
an Event of Withdrawal of a Member shall not dissolve the Company, if within 90
days after the occurrence of such Event of Withdrawal of a Member the business
of the Company is continued by a Majority in Interest of the Members remaining
after such Event of Withdrawal.

SECTION 16.    LIMITATION ON LIABILITY.

               The debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company, and no Member or Manager of the Company shall be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a Member OR Manager.

SECTION 17.    AMENDMENTS.

               This Agreement may be amended only upon the written consent of
the Board of Managers and a Majority in Interest of the Members.

SECTION 18.    GOVERNING LAW.

               This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Delaware without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the state of Delaware.

                                       -9-


               IN WITNESS WHEREOF, the undersigned have duly executed this
Operating Agreement as of the date first written above.


                                          VALTEK., LLC

                                         By: /s/ Terence C. Seikel
                                             ---------------------
                                         Name:     Terence Seikel
                                         Title:    Member


                                         ADVANCED ACCESSORY SYSTEMS, LLC

                                         By: /s/ Terence C. Seikel
                                             ---------------------
                                         Name:     Terence Seikel
                                         Title:    Member


                                         SPORTRACK., LLC

                                         By: /s/ Terence C. Seikel
                                             ---------------------
                                         Name:     Terence Seikel
                                         Title:    Member



                        Schedule I -- Schedule of Members

Advanced Accessory Systems, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313


SportRack, LLC
12900 Hall Road
Suite 200
Sterling Heights, Michigan 48313

EX-3.19

                                                                    EXHIBIT 3.19

                                     BYLAWS

                                       OF

                                   VALTEK, LLC


                      A DELAWARE LIMITED LIABILITY COMPANY


                         ADOPTED AS OF NOVEMBER 15, 1997



                                TABLE OF CONTENTS



                                                                              PAGE
                                                                              ----
                                                                             
ARTICLE I MEETINGS OF MEMBERS................................................... 1

 SECTION 1.    PLACE OF MEETINGS AND MEETINGS BY TELEPHONE...................... 1
 SECTION 2.    CALL OF MEETINGS................................................. 1
 SECTION 3.    NOTICE OF MEETINGS OF MEMBERS.................................... 2
 SECTION 4.    MANNER OF GIVING NOTICE.......................................... 2
 SECTION 5.    ADJOURNED MEETING; NOTICE........................................ 2
 SECTION 6.    QUORUM; VOTING................................................... 2
 SECTION 7.    WAIVER OF NOTICE BY CONSENT OF ABSENT MEMBERS.................... 2
 SECTION 8.    MEMBER ACTION BY WRITTEN CONSENT WITHOUT A MEETING............... 3
 SECTION 9.    RECORD DATE FOR MEMBER NOTICE, VOTING AND GIVING CONSENTS........ 3
 SECTION 10    PROXIES.......................................................... 3

ARTICLE II MANAGERS AND MEETINGS OF MANAGERS.................................... 4

 SECTION 1.    POWERS........................................................... 4
 SECTION 2.    NUMBER OF MANAGERS............................................... 4
 SECTION 3.    VACANCIES........................................................ 4
 SECTION 4.    PLACE OF MEETINGS AND MEETINGS BY TELEPHONE...................... 4
 SECTION 5.    REGULAR MEETINGS................................................. 5
 SECTION 6.    SPECIAL MEETINGS................................................. 5
 SECTION 7.    QUORUM; CHAIRMAN................................................. 5
 SECTION 8.    WAIVER OF NOTICE................................................. 5
 SECTION 9.    ADJOURNMENT...................................................... 6
 SECTION 10.   ACTION WITHOUT A MEETING......................................... 6
 SECTION 11.   DELEGATION OF POWER.............................................. 6

ARTICLE III OFFICERS............................................................ 7

 SECTION 1.    OFFICERS......................................................... 7
 SECTION 2.    ELECTION OF OFFICERS............................................. 7
 SECTION 3.    ADDITIONAL OFFICERS.............................................. 7
 SECTION 4.    REMOVAL AND RESIGNATION OF OFFICERS.............................. 7
 SECTION 5.    VACANCIES IN OFFICES............................................. 7
 SECTION 6.    PRESIDENT........................................................ 8
 SECTION 7.    SECRETARY........................................................ 8
 SECTION 8.    TREASURER........................................................ 8

ARTICLE IV MAINTENANCE AND INSPECTION OF RECORDS................................ 8

 SECTION 1.    MEMBER LIST...................................................... 8
 SECTION 2.    BYLAWS........................................................... 9
 SECTION 3.    OTHER RECORDS.................................................... 9
 SECTION 4.    INSPECTION BY MANAGERS........................................... 9

ARTICLE V GENERAL MATTERS.......................................................10

 SECTION 1.    CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS.........................10
 SECTION 2.    REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY COMPANY.......10
 SECTION 3.    SEAL.............................................................10

ARTICLE VI AMENDMENTS AND INCORPORATION BY REFERENCE............................10

 SECTION 1.    AMENDMENT........................................................10
 SECTION 2.    INCORPORATION BY REFERENCE OF BYLAWS INTO OPERATING AGREEMENT....10


                                       (i)


                                                                            
ARTICLE VII INDEMNIFICATION....................................................11

 SECTION 1.    INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND AGENTS.....11



                                      (ii)


                                     BYLAWS

                                       OF

                                   VALTEK, LLC

                                  INTRODUCTION

              A.    AGREEMENT. These Bylaws are subject to the Operating
Agreement dated as of November 15, 1997, as the same may from time to time be
amended and in effect (the "Operating Agreement"), of ValTek, LLC, a Delaware
limited liability company (the "Company"). In the event of any inconsistency
between the terms hereof and the terms of the Operating Agreement, the terms of
the Operating Agreement shall control.

              B.    DEFINITIONS. Capitalized terms used and not defined in these
Bylaws have the meanings ascribed to them in the Operating Agreement.

                                    ARTICLE I

                               MEETINGS OF MEMBERS

SECTION 1.    PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.

              Meetings of Members shall be held at any place designated by the
Board of Managers. In the absence of any such designation, meetings of Members
shall be held at the principal place of business of the Company. Any meeting of
the Members may be held by conference telephone or similar communication
equipment so long as all Members participating in the meeting can hear one
another, and all Members participating by telephone or similar communication
equipment shall be deemed to be present in person at the meeting.

SECTION 2.    CALL OF MEETINGS.

              Meetings of the Members may be called at any time by the Board of
Managers for the purpose of taking action upon any matter requiring the vote or
authority of the Members as provided herein or in the Operating Agreement or
upon any other matter as to which such vote or authority is deemed by the Board
of Managers to be necessary or desirable.



SECTION 3.    NOTICE OF MEETINGS OF MEMBERS.

              All notices of meetings of Members shall be sent or otherwise
given in accordance with Section 4 of this Article I not less then five nor more
than 60 days before the date of the meeting. The notice shall specify the place,
date and hour of the meeting and the general nature of the business to be
transacted.

SECTION 4.    MANNER OF GIVING NOTICE.

              Notice of any meeting of Members shall be given personally or by
telephone to each Member or sent by first class mail, by telegram or telecopy
(or similar electronic means) or by a nationally recognized overnight courier,
charges prepaid, addressed to the Member at the address of that Member appearing
on the books of the Company or given by the Member to the Company for the
purpose of notice. Notice shall be deemed to have been given at the time when
delivered either personally or by telephone, or at the time when deposited in
the mail or with a nationally recognized overnight courier, or when sent by
telegram or telecopy (or similar electronic means).

SECTION 5.    ADJOURNED MEETING; NOTICE.

              Any meeting of Members, whether or not a quorum is present, may be
adjourned from time to time by the vote of a Majority in Interest of Members
represented at that meeting, either in person or by proxy. When any meeting of
Members is adjourned to another time or place, notice need not be given of the
adjourned meeting, unless a new record date of the adjourned meeting is fixed or
unless the adjournment is for more than 30 days from the date set for the
original meeting, in which case the Board of Managers shall set a new record
date and shall give notice in accordance with the provisions of Sections 3 and 4
of this Article I. At any adjourned meeting, the Company may transact any
business that might have been transacted at the original meeting.

SECTION 6.    QUORUM; VOTING.

              At any meeting of the Members, a Majority in Interest of Members
present, in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of Members holding a higher
aggregate Percentage Interest is required by the Operating Agreement or
applicable law. Except as otherwise required by the Operating Agreement, these
Bylaws or applicable law, all matters shall be determined by a Majority in
Interest of Members.

SECTION 7.    WAIVER OF NOTICE BY CONSENT OF ABSENT MEMBERS.

              The transactions of a meeting of Members, however called and
noticed and wherever held, shall be as valid as though taken at a meeting duly
held after regular call and notice if a quorum is present either in person or by
proxy and if either before or after the meeting, each person entitled to vote
who was not present in person or by proxy signs a written waiver of notice or a
consent to a holding of the meeting or an approval of the minutes. The waiver of
notice or consent need not specify either the business to be transacted or the
purpose of any meeting of Members. Attendance by a person at a

                                        2


meeting shall also constitute a waiver of notice of that meeting, except when
the person objects at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened and except that
attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice of the meeting if that
objection is expressly made at the beginning of the meeting.

SECTION 8.    MEMBER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

              (a)   Any action that may be taken at any meeting of Members may
be taken without a meeting and without prior notice if a consent in writing
setting forth the action so taken is signed by a Majority in Interest of Members
(or Members holding such higher aggregate Percentage Interest as is required to
authorize or take such action under the terms of the Operating Agreement, these
Bylaws or applicable law). Any such written consent may be executed and given by
telecopy or similar electronic means. Such consents shall be filed with the
Secretary of the Company and shall be maintained in the Company's records.

SECTION 9.    RECORD DATE FOR MEMBER NOTICE, VOTING AND GIVING CONSENTS.

              (a)   For purposes of determining the Members entitled to vote or
act at any meeting or adjournment thereof, the Board of Managers may fix in
advance a record date which shall not be greater than 60 days nor fewer than
five days before the date of any such meeting. If the Board of Managers does
not so fix a record date, the record date for determining Members entitled to
notice of or to vote at a meeting of Members shall be at the close of business
on the business day immediately preceding the day on which notice is given, or
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

              (b)   The record date for determining the Members entitled to give
consent to action in writing without a meeting, (a) when no prior action of the
Board of Managers has been taken, shall be the day on which the first written
consent is given, or (b) when prior action of the Board of Managers has been
taken, shall be such date as determined for that purpose by the Board of
Managers, which record date shall not precede the date upon which the resolution
fixing it is adopted by the Board of Managers and shall not be more than 20 days
after the date of such resolution.

              (c)   Only Members of record on the record date as herein
determined shall have any right to vote or to act at any meeting or give consent
to any action relating to such record date, provided that no Member who
transfers all or part of such Member's Interest after a record date (and no
transferee of such Interest) shall have the right to vote or act with respect to
the transferred Interest as regards the matter for which the record date was
set.

SECTION 10.   PROXIES.

              Every Member entitled to vote or act on any matter at a meeting of
Members shall have the right to do so either in person or by proxy, provided
that an instrument authorizing such a proxy to act is executed by the Member in
writing and

                                        3


dated not more than 11 months before the meeting, unless the instrument
specifically provides for a longer period. A proxy shall be deemed executed by a
Member if the Member's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the Member or the
Member's attorney-in-fact. A valid proxy that does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy by a writing
delivered to the Company stating that the proxy is revoked, by a subsequent
proxy executed by, or by attendance at the meeting and voting in person by, the
person executing that proxy or (ii) written notice of the death or incapacity of
the maker of that proxy is received by the Company before the vote pursuant to
that proxy is counted. A proxy purporting to be executed by or on behalf of a
Member shall be deemed valid unless challenged at or prior to its exercise and
the burden of proving invalidity shall rest on the challenger. Except to the
extent inconsistent with the provisions hereof, the General Corporation Law of
the State of Delaware, and judicial construction thereof by the Courts of the
State of Delaware, shall be applicable to proxies granted by any Member.

                                   ARTICLE II

                        MANAGERS AND MEETINGS OF MANAGERS

SECTION 1.    POWERS.

              The powers of the Managers shall be as provided in the Operating
Agreement.

SECTION 2.    NUMBER OF MANAGERS.

              The Board of Managers shall consist of up to nine (9) Managers.

SECTION 3.    VACANCIES.

              Vacancies in the authorized number of Managers may be filled as
provided in the Operating Agreement.

SECTION 4.    PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.

              All meetings of the Board of Managers may be held at any place
that has been designated from time to time by resolution of the Board of
Managers. In the absence of such a designation, regular meetings shall be held
at the principal place of business of the Company. Any meeting, regular or
special, may be held by conference telephone or similar communication equipment
so long as all Managers participating in the meeting can hear one another, and
all Managers participating by telephone or similar communication equipment shall
be deemed to be present in person at the meeting.

                                        4


SECTION 5.    REGULAR MEETINGS.

              Regular meetings of the Board of Managers shall be held at such
times and at such places as shall be fixed by unanimous approval of the
Managers. Such regular meetings may be held without notice.

SECTION 6.    SPECIAL MEETINGS.

              Special meetings of the Board of Managers for any purpose or
purposes may be called at any time by Holdings. Notice of the time and place of
a special meeting shall be delivered personally or by telephone to each Manager
and sent by first-class mail, by telegram or telecopy (or similar electronic
means) or by nationally recognized overnight courier, charges prepaid, addressed
to each Manager at that Manager's address as it is shown on the records of the
Company. If the notice is mailed, it shall be deposited in the United States
mail least five calendar days before the time of the holding of the meeting. If
the notice is delivered personally or by telephone or by telegram, telecopy (or
similar electronic means) or overnight courier, it shall be given at least 24
hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the Manager or to a
person at the office of the Manager who the person giving the notice has reason
to believe will promptly communicate it to the Manager. The notice need not
specify the purpose of the meeting.

SECTION 7.    QUORUM: CHAIRMAN.

              A majority of the authorized number of Managers shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
9 of this Article II. Every act or decision done or made by the affirmative vote
of a majority of the Managers present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Managers, except to the
extent that the vote of a higher number of Managers is required by the Operating
Agreement, these Bylaws or applicable law. The Board of Managers may from time
to time appoint any Manager to serve as Chairman of the Board of Managers, who
shall preside at all meetings of the Board of Managers and of the Members. If at
the time of any such meeting, there shall not be a Chairman of the Board, then
the Board of Managers shall appoint a person to preside at such meeting.

SECTION 8.    WAIVER OF NOTICE.

              Notice of any meeting need not be given to any Manager who either
before or after the meeting signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes. The waiver of notice or
consent need not specify the purpose of the meeting. All such waivers, consents,
and approvals shall be filed with the records of the Company or made a part of
the minutes of the meeting. Notice of a meeting shall also be deemed given to
any Manager who attends the meeting without protesting at or prior to its
commencement the lack of notice to that Manager.

                                        5


SECTION 9.    ADJOURNMENT.

              A majority of the Managers present at any meeting, whether or not
constituting a quorum, may adjourn any meeting to another time and place. Notice
of the time and place of holding an adjourned meeting need not be given unless
the meeting is adjourned for more than 48 hours, in which case notice of the
time and place shall be given before the time of the adjourned meeting in the
manner specified in Section 6 of this Article II.

SECTION 10.   ACTION WITHOUT A MEETING.

               Any action to be taken by the Board of Managers at a meeting may
be taken without such meeting by the written consent of a majority of the
Managers then in office (or such higher number of Managers as is required to
authorize or take such action under the terms of the Operating Agreement, these
Bylaws or applicable law). Any such written consent may be executed and given by
telecopy or similar electronic means. Such written consents shall be filed with
the minutes of the proceedings of the Board of Managers. If any action is so
taken by the Board of Managers by the written consent of less than all of the
Managers, prompt notice of the taking of such action shall be furnished to each
Manager who did not execute such written consent, provided that the
effectiveness of such action shall not be impaired by any delay or failure to
furnish such notice.

SECTION 11.   DELEGATION OF POWER.

              Any Manager may, by power of attorney, delegate his power to any
other Manager or Managers; PROVIDED, HOWEVER, that in no case shall fewer than
two Managers personally exercise the powers granted to the Managers, except as
otherwise provided by resolution of the Board of Managers. A Manager represented
by another Manager pursuant to such power of attorney shall be deemed to be
present for purposes of establishing a quorum and satisfying any voting
requirements. The Board of Managers may, by resolution, delegate any or all of
their powers and duties granted hereunder or under the Operating Agreement to
one or more committees of the Board of Managers, each consisting of one or more
Managers, or to one or more officers, employees or agents (including, without
limitation, Members), and to the extent any such powers or duties are so
delegated, action by the delegate or delegates shall be deemed for all purposes
to be action by the Board of Managers. All such delegates shall serve at the
pleasure of the Board of Managers. To the extent applicable, notice shall be
given to, and action may be taken by, any delegate of the Board of Managers as
herein provided with respect to notice to, and action by, the Board of Managers.

                                        6


                                   ARTICLE III

                                    OFFICERS

SECTION 1.    OFFICERS.

              The officers of the Company shall be a President, a Secretary and
a Treasurer. The Company may also have, at the discretion of the Board of
Managers, such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article III. Any number of offices may be held
by the same person. Officers may, but need not, be Managers.

SECTION 2.    ELECTION OF OFFICERS.

              The officers of the Company shall be chosen by the Board of
Managers, and each shall serve at the pleasure of the Board of Managers, subject
to the rights, if any, of an officer under any contract of employment.

SECTION 3.    ADDITIONAL OFFICERS.

              The Board of Managers may appoint and may empower the President to
appoint such additional officers as the business of the Company may require,
each of whom shall hold office for such period, have such authority and perform
such duties as are provided in these Bylaws or as the Board of Managers (or, to
the extent the power to prescribe authorities and duties of additional officers
is delegated to him or her or the President) may from time to time determine.

SECTION 4.    REMOVAL AND RESIGNATION OF OFFICERS.

              Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, with or without cause, by the Board of
Managers at any regular or special meeting of the Board of Managers or by such
officer, if any, upon whom such power of removal may be conferred by the Board
of Managers. Any officer may resign at any time by giving written notice to the
Company. Any resignation shall take effect at the date of the receipt of that
notice or at any later time specified in that notice, and unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Company under any contract to which the officer is a
party.

SECTION 5.    VACANCIES IN OFFICES.

              A vacancy in any office because of death, resignation, removal,
disqualification or other cause shall be filled by the Board of Managers. The
President may make temporary appointments to a vacant office reporting to the
President pending action by the Board of Managers.

                                        7


SECTION 6.    PRESIDENT.

              The President shall, subject to the control of the Board of
Managers, have responsibility for the general supervision, direction and control
of the business and the officers of the Company. He or she shall have the
general powers and duties of management usually vested in the office of
President of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Managers, the Operating Agreement or these Bylaws.

SECTION 7.    SECRETARY.

              The Secretary shall keep or cause to be kept at the principal
place of business of the Company or such other place as the Board of Managers
may direct a book of minutes of all meetings and actions of the Board of
Managers, committees or other delegates of the Board of Managers and the
Members. The Secretary shall keep or cause to be kept at the principal place of
business of the Company a register or a duplicate register showing the names of
all Members and their addresses, the class and percentage interests in the
Company held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give or cause to be given notice of all
meetings of the Members and of the Board of Managers (or committees or other
delegates thereof) required to be given by these Bylaws or by applicable law and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Managers or the President or by these Bylaws.

SECTION 8.    TREASURER.

              The Treasurer shall keep and maintain or cause to be kept and
maintained adequate and correct books and records of accounts of the properties
and business transaction of the Company. The books of accounts shall at all
reasonable times be open to inspection by any Manager. The Treasurer shall
deposit all monies and other valuables in the name and to the credit of the
Company with such depositaries as may be designated by the Board of Managers. He
or she shall disburse the funds of the Company as may be ordered by the Board of
Managers, shall render to the President and the Board of Managers, whenever they
request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the Company and shall have other
powers and perform such other duties as may be prescribed by the Board of
Managers or the President or these Bylaws.

                                   ARTICLE IV

                      MAINTENANCE AND INSPECTION OF RECORDS

SECTION 1.    MEMBER LIST.

              The Company shall maintain at its principal place of business a
record of its Members, giving the names and addresses of all Members and the
class and

                                        8


percentage interests in the Company held by each Member. Subject to such
reasonable standards (including standards governing what information and
documents are to be furnished and at whose expense) as may be established by the
Board of Managers from time to time, each Member has the right to obtain from
the Company from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member of the Company a record of the
Company's Members.

SECTION 2.    BYLAWS.

              The Company shall keep at its principal place of business the
original or a copy of these Bylaws as amended to date, which shall be open to
inspection by the Members at all reasonable times during office hours.

SECTION 3.    OTHER RECORDS.

              The accounting books and records, minutes of proceedings of the
Members and the Board of Managers and any committees or delegates of the Board
of Managers and all other information pertaining to the Company that is required
to be made available to the Members under the Delaware Act shall be kept at such
place or places designated by the Board of Managers or in the absence of such
designation, at the principal place of business of the Company. The minutes
shall be kept in written form and the accounting books and records and other
information shall be kept either in written form or in any other form capable of
being converted into written form. The books of account and records of the
Company shall be maintained in accordance with generally accepted accounting
principles consistently applied during the term of the Company, wherein all
transactions, matters and things relating to the business and properties of the
Company shall be currently entered, subject to such reasonable standards
(including standards, governing what information and documents are to be
furnished and at whose expense) as may be established by the Board of Managers
from time to time, minutes, accounting books and records and other information
shall be open to inspection upon the written demand of any Member at any
reasonable time during usual business hours for purposes reasonably related to
the Member's interests as a Member. Any such inspection may be made in person or
by an agent or attorney and shall include the right to copy and make extracts.
Notwithstanding the foregoing, the Board of Managers shall have the right to
keep confidential from Members for such period of time as the Board of Managers
deems reasonable any information which the Board of Managers reasonably believes
to be in the nature of trade secrets or other information the disclosure of
which the Board of Managers in good faith believes is not in the best interests
of the Company or could damage the Company or its business or which the Company
is required by law or by agreement with a third party to keep confidential.

SECTION 4.    INSPECTION BY MANAGERS.

              Every Manager shall have the right at any reasonable time to
inspect all books, records and documents of every kind and the physical
properties of the Company for a purpose reasonably related to his position as
Manager. This inspection by a

                                        9


Manager may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.

                                    ARTICLE V

                                 GENERAL MATTERS

SECTION 1.    CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS

              All checks, drafts or other orders for payment of money, notes or
other evidences of indebtedness issued in the name of or payable by the Company
shall be signed or endorsed in such manner and by such person or persons as
shall be designated from time to time in accordance with the resolution of the
Board of Managers.

SECTION 2.    REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY COMPANY.

              The President or any other person authorized by the Board of
Managers or by any of the foregoing designated officers is authorized to vote or
represent on behalf of the Company any and all shares of any corporation,
partnership, limited liability company, trusts or other entities, foreign or
domestic, standing in the name of the Company. Such authority may be exercised
in person or by a proxy duly executed by such designated person.

SECTION 3.    SEAL.

              The Board of Managers may approve and adopt an official seal of
the Company, which may be altered by them at any time. Unless otherwise required
by the Board of Managers, any seal so adopted shall not be necessary to be
placed on, and its absence shall not impair the validity of, any document,
instrument or other paper executed and delivered by or on behalf of the Company.

                                   ARTICLE VI

                    AMENDMENTS AND INCORPORATION BY REFERENCE

SECTION 1.    AMENDMENT.

              These Bylaws may be restated, amended, supplemented or repealed
only by the Board of Managers or a Majority in Interest of Members.

SECTION 2.    INCORPORATION BY REFERENCE OF BYLAWS INTO OPERATING AGREEMENT.

              These Bylaws and any amendments hereto shall be deemed
incorporated by reference in the Operating Agreement.

                                       10


                                   ARTICLE VII

                                 INDEMNIFICATION

SECTION 1.    INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND AGENTS.

              (a)   Each Person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter, a
"Proceeding") by reason of the fact that he or she is or was a Manager or an
officer of the Company, or is or was serving at the request of the Company as a
manager, director, officer, employee or agent of another limited liability
company or of a corporation, partnership, joint venture, trust or other
enterprise, including a service with respect to an employee benefit plan
(hereinafter an "Indemnitee"), whether the basis of such a Proceeding is alleged
action in an official capacity as a Manager, officer, employee or agent or in
any other capacity while serving as a Manager, officer, employee or agent, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the Delaware Act (including indemnification for negligence or gross
negligence but excluding indemnification (i) for acts or omissions involving
actual fraud or willful misconduct or (ii) with respect to any transaction from
which the Indemnitee derived an improper personal benefit), against all expense,
liability and loss (including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such Indemnitee in connection therewith.

              (b)   The right to indemnification conferred in paragraph (a)
shall include the right to be paid by the Company the expenses (including
attorneys' fees) incurred in defending any proceeding in advance of its final
disposition (hereinafter an "Advancement Of Expenses"). The rights to
indemnification and to the Advancement Of Expenses conferred in paragraph (a)
and this paragraph (b) shall be contract rights and such rights shall continue
as to an Indemnitee who has ceased to be a Manager, officer, employee or agent
and shall inure to the benefit of the Indemnitee's heirs, executors and
administrators.

              (c)   The rights to indemnification and to the Advancement Of
Expenses conferred in this Section 1 shall not be exclusive of any other right
that any Person may have or hereafter acquire under any statute, agreement, vote
of the Managers or otherwise.

              (d)   The Company may maintain insurance, at its expense, to
protect itself and any Manager, officer, employee or agent of the Company or
another limited liability company, consultant, corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such Person against
such expense, liability or loss under the Delaware Act.

              (e)   The Company may, to the extent authorized from time to time
by the Board of Managers, grant rights to indemnification and to Advancement of
Expenses

                                       11


to any employee or agent of the Company to the fullest extent of the provisions
of this Section 1 with respect to the indemnification and advancement of
expenses of Managers and officers of the Company.

                                       12

EX-4.1

                                                                     EXHIBIT 4.1


- --------------------------------------------------------------------------------


                         ADVANCED ACCESSORY SYSTEMS, LLC

                                       AND

                            AAS CAPITAL CORPORATION,

                                   AS ISSUERS,

                          THE GUARANTORS PARTY HERETO,

                                  AS GUARANTORS

                          10 3/4% SENIOR NOTES DUE 2011

                                   ----------

                                    INDENTURE

                            DATED AS OF MAY 23, 2003

                                   ----------


                           BNY MIDWEST TRUST COMPANY,
                                   AS TRUSTEE


- --------------------------------------------------------------------------------



                             CROSS-REFERENCE TABLE*



Trust Indenture Act Section                                                          Indenture Section
- ---------------------------                                                          -----------------
                                                                                  
  310(a)(1)......................................................................    7.10
     (a)(2)......................................................................    7.10
     (a)(3)......................................................................    N.A.
     (a)(4)......................................................................    N.A.
     (a)(5)......................................................................    7.10
     (b).........................................................................    7.3, 7.8, 7.10
     (c).........................................................................    N.A.
  311(a).........................................................................    7.11
     (b).........................................................................    7.11
     (c).........................................................................    N.A.
  312(a).........................................................................    2.5
     (b).........................................................................    13.3
     (c).........................................................................    13.3
  313(a).........................................................................    7.6
     (b)(1)......................................................................    N.A.
     (b)(2)......................................................................    7.6
     (c).........................................................................    7.6, 13.2
  314(a).........................................................................    4.3, 4.4
     (b).........................................................................    N.A.
     (c)(1)......................................................................    13.4
     (c)(2)......................................................................    13.4
     (c)(3)......................................................................    13.4
     (d).........................................................................    N.A.
     (e).........................................................................    13.5
     (f).........................................................................    N.A.
  315(a).........................................................................    7.2
     (b).........................................................................    7.5, 13.2
     (c).........................................................................    7.1
     (d).........................................................................    7.1
     (e).........................................................................    6.12

  316(a)(last sentence)..........................................................    2.9
     (a)(1)(A)...................................................................    6.5
     (a)(1)(B)...................................................................    6.4
     (a)(2)......................................................................    N.A.
     (b).........................................................................    6.7
     (c).........................................................................    N.A.
  317(a)(1)......................................................................    6.8
     (a)(2)......................................................................    6.10
     (b).........................................................................    2.4
  318(a).........................................................................    13.1
     (b).........................................................................    N.A.
     (c).........................................................................    13.1


N.A. MEANS NOT APPLICABLE.

- ----------
*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
     the Indenture.



                                TABLE OF CONTENTS



                                                                                                             Page
                                                                                                             ----
                                                                                                           
                                                   ARTICLE I.

                                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions..................................................................................1
Section 1.2.      Other Definitions...........................................................................20
Section 1.3.      Incorporation by Reference of Trust Indenture Act...........................................21
Section 1.4.      Rules of Construction.......................................................................21
Section 1.5.      Acts of Holders.............................................................................22

                                                   ARTICLE II.

                                                    THE NOTES

Section 2.1.      Form and Dating.............................................................................22
Section 2.2.      Execution and Authentication................................................................23
Section 2.3.      Registrar and Paying Agent..................................................................23
Section 2.4.      Paying Agents to Hold Money in Trust........................................................24
Section 2.5.      Holder Lists................................................................................24
Section 2.6.      Transfer and Exchange.......................................................................24
Section 2.7.      Replacement Notes...........................................................................31
Section 2.8.      Outstanding Notes...........................................................................31
Section 2.9.      Treasury Notes..............................................................................31
Section 2.10.     Temporary Notes.............................................................................31
Section 2.11.     Cancellation................................................................................32
Section 2.12.     Defaulted Interest..........................................................................32
Section 2.13.     Persons Deemed Owners.......................................................................32
Section 2.14.     CUSIP Numbers...............................................................................32
Section 2.15.     Designation.................................................................................32

                                                  ARTICLE III.

                                            REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee..........................................................................33
Section 3.2.      Selection of Notes..........................................................................33
Section 3.3.      Notice of Optional or Special Redemption....................................................33
Section 3.4.      Effect of Notice of Redemption..............................................................34
Section 3.5.      Deposit of Redemption Price or Purchase Price...............................................34
Section 3.6.      Notes Redeemed or Repurchased in Part.......................................................35
Section 3.7.      Optional Redemption.........................................................................35
Section 3.8.      Special Redemption..........................................................................35
Section 3.9.      Repurchase upon Change of Control Offer.....................................................35
Section 3.10.     Repurchase upon Application of Excess Proceeds..............................................36

                                                   ARTICLE IV.

                                                    COVENANTS

Section 4.1.      Payment of Principal and Interest...........................................................38
Section 4.2.      Maintenance of Office or Agency.............................................................38


                                       -i-




                                                                                                             Page
                                                                                                             ----
                                                                                                           
Section 4.3.      Reports.....................................................................................38
Section 4.4.      Compliance Certificate......................................................................39
Section 4.5.      Taxes.......................................................................................39
Section 4.6.      Stay, Extension and Usury Laws..............................................................40
Section 4.7.      Limitation on Restricted Payments...........................................................40
Section 4.8.      Limitation on Dividend and Other Payment Restrictions Affecting Restricted
                  Subsidiaries................................................................................42
Section 4.9.      Limitation on Incurrence of Additional Indebtedness.........................................44
Section 4.10.     Limitation on Asset Sales...................................................................44
Section 4.11.     Limitations on Transactions with Affiliates.................................................46
Section 4.12.     Limitation on Liens.........................................................................47
Section 4.13.     Continued Existence.........................................................................47
Section 4.14.     Insurance Matters...........................................................................48
Section 4.15.     Offer to Repurchase upon Change of Control..................................................48
Section 4.16.     Additional Subsidiary Guarantees............................................................48
Section 4.17.     Conduct of Business.........................................................................48
Section 4.18.     Payments for Consent........................................................................48
Section 4.19.     Limitation on Preferred Stock of Restricted Subsidiaries....................................49

                                                   ARTICLE V.

                                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and or Sale of Assets.................................................49
Section 5.2.      Successor Corporation Substituted...........................................................51

                                                   ARTICLE VI.

                                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default...........................................................................51
Section 6.2.      Acceleration................................................................................52
Section 6.3.      Other Remedies..............................................................................53
Section 6.4.      Waiver of Past Defaults.....................................................................53
Section 6.5.      Control by Majority.........................................................................53
Section 6.6.      Limitation on Suits.........................................................................53
Section 6.7.      Rights of Holders of Notes to Receive Payment...............................................53
Section 6.8.      Collection Suit by Trustee..................................................................54
Section 6.9.      [Intentionally Omitted].....................................................................54
Section 6.10.     Trustee May File Proofs of Claim............................................................54
Section 6.11.     Priorities..................................................................................54
Section 6.12.     Undertaking for Costs.......................................................................55

                                                  ARTICLE VII.

                                                     TRUSTEE

Section 7.1.      Duties of Trustee...........................................................................55
Section 7.2.      Rights of Trustee...........................................................................56
Section 7.3.      Individual Rights of Trustee................................................................57
Section 7.4.      Trustee's Disclaimer........................................................................57
Section 7.5.      Notice of Defaults..........................................................................57
Section 7.6.      Reports by Trustee to Holder of the Notes...................................................57
Section 7.7.      Compensation, Reimbursement and Indemnity...................................................57
Section 7.8.      Replacement of Trustee......................................................................58


                                      -ii-




                                                                                                             Page
                                                                                                             ----
                                                                                                           
Section 7.9.      Successor Trustee by Merger, Etc............................................................59
Section 7.10.     Eligibility; Disqualification...............................................................59
Section 7.11.     Preferential Collection of Claims Against Issuers...........................................59

                                                  ARTICLE VIII.

                                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance....................................59
Section 8.2.      Legal Defeasance and Discharge..............................................................59
Section 8.3.      Covenant Defeasance.........................................................................60
Section 8.4.      Conditions to Legal or Covenant Defeasance..................................................60
Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in Trust; Other
                  Miscellaneous Provisions....................................................................61
Section 8.6.      Repayment to the Issuers....................................................................62
Section 8.7.      Reinstatement...............................................................................62

                                                   ARTICLE IX.

                                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.........................................................62
Section 9.2.      With Consent of Holders of Notes............................................................63
Section 9.3.      Compliance with Trust Indenture Act.........................................................64
Section 9.4.      Revocation and Effect of Consents...........................................................64
Section 9.5.      Notation on or Exchange of Notes............................................................64
Section 9.6.      Trustee to Sign Amendment, Etc..............................................................64

                                                   ARTICLE X.

                                             [INTENTIONALLY OMITTED]

                                                   ARTICLE XI.

                                                    GUARANTEE

Section 11.1.     Unconditional Guarantee.....................................................................65
Section 11.2.     Severability................................................................................65
Section 11.3.     Limitation of Guarantor's Liability.........................................................65
Section 11.4.     Release of Guarantor........................................................................66
Section 11.5.     Contribution................................................................................66
Section 11.6.     Waiver of Subrogation.......................................................................66
Section 11.7.     Execution of Guarantee......................................................................67
Section 11.8.     Waiver of Stay, Extension or Usury Laws.....................................................67

                                                  ARTICLE XII.

                                           SATISFACTION AND DISCHARGE

Section 12.1.     Satisfaction and Discharge..................................................................67
Section 12.2.     Application of Trust........................................................................68


                                      -iii-




                                                                                                             Page
                                                                                                             ----
                                                                                                           
                                                  ARTICLE XIII.

                                                  MISCELLANEOUS

Section 13.1.     Trust Indenture Act Controls................................................................68
Section 13.2.     Notices.....................................................................................68
Section 13.3.     Communication by Holders of Notes with Other Holders of Notes...............................69
Section 13.4.     Certificate and Opinion as to Conditions Precedent..........................................69
Section 13.5.     Statements Required in Certificate or Opinion...............................................70
Section 13.6.     Rules by Trustee and Agents.................................................................70
Section 13.7.     No Personal Liability of Directors, Managers, Officers, Employees, Members
                  and Stockholders............................................................................70
Section 13.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.............................70
Section 13.9.     No Adverse Interpretation of Other Agreements...............................................71
Section 13.10.    Successors..................................................................................71
Section 13.11.    Severability................................................................................71
Section 13.12.    Counterpart Originals.......................................................................71
Section 13.13.    Table of Contents, Headings, Etc............................................................71
Section 13.14.    Qualification of Indenture..................................................................71


                                    EXHIBITS

     Exhibit A         Form of Series A Note

     Exhibit B         Form of Series B Note

     Exhibit C         Form of Guarantee

     Exhibit D(1)      Form of Regulation S Certification

     Exhibit D(2)      Form of Certificate to be Delivered upon Exchange or
                       Registration of Transfer of Notes

     Exhibit E         Form of Certificate to be Delivered in Connection with
                       Transfers to Non-QIB Accredited Investors

     Exhibit F         Form of Certificate to be Delivered in Connection with
                       Transfers Pursuant to Regulation S

                                      -iv-


                                    INDENTURE

                INDENTURE dated as of May 23, 2003 among Advanced Accessory
Systems, LLC, a Delaware limited liability company (the "COMPANY"), and AAS
Capital Corporation, a Delaware corporation, as joint and several obligors (each
an "ISSUER" and together, the "ISSUERS"), the Guarantors (as defined herein)
listed on Schedule A hereto, and BNY Midwest Trust Company, an Illinois trust
company, as trustee (the "TRUSTEE").

                Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Issuers' 10 3/4% Senior Notes due 2011:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.    DEFINITIONS.

                "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of Holdings or at the time it merges or consolidates with or into
Holdings or any of its Restricted Subsidiaries or assumed in connection with the
acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of Holdings or such acquisition, merger or
consolidation.

                "ADDITIONAL INTEREST" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.

                "ADDITIONAL NOTES" means Notes, in addition to, and having
identical terms as, the $150,000,000 aggregate principal amount of Series A
Notes issued on the Issue Date (or the Series B Notes issued in exchange for the
Series A Notes issued on the Issue Date), issued pursuant to Article II hereof
and in compliance with Section 4.9 hereof.

                "AFFILIATE" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing. A Person shall not be deemed an "Affiliate" of
Holdings or any of its Restricted Subsidiaries solely as a result of such Person
being a joint venture partner of Holdings or any of its Subsidiaries.

                "AGENT" means any Registrar, Paying Agent or co-registrar.

                "ASSET ACQUISITION" means (1) an Investment by Holdings or any
Restricted Subsidiary of Holdings in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of Holdings or any Restricted
Subsidiary of Holdings, or shall be merged with or into Holdings or any
Restricted Subsidiary of Holdings, or (2) the acquisition by Holdings or any
Restricted Subsidiary of Holdings of the assets of any Person (other than a
Restricted Subsidiary of Holdings) which constitute all or substantially all of
the assets of such Person or comprise any division or line of business of such
Person or any other properties or assets of such Person other than in the
ordinary course of business.

                "ASSET SALE" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by Holdings
or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than Holdings or a Wholly Owned Restricted
Subsidiary of Holdings of: (1) any Capital Stock of any Restricted Subsidiary of
Holdings; or (2) any other property or assets of Holdings or any Restricted
Subsidiary of Holdings other than in the ordinary course of business; PROVIDED,
HOWEVER, that asset sales or other dispositions shall not include: (a) a
transaction or series of related transactions for which Holdings or its
Restricted Subsidiaries receive aggregate considera-



tion of less than $2,500,000; (b) the sale, lease, conveyance, disposition or
other transfer of all or substantially all of the assets (determined on a
consolidated basis) of Holdings or the Company, as the case may be, as permitted
under Article V hereof; (c) any Restricted Payment permitted by Section 4.7
hereof or that constitutes a Permitted Investment; (d) sales or other
dispositions of inventory, receivables or other current assets in the ordinary
course of business; (e) a Permitted Lien; (f) a sale or other disposition or
abandonment of damaged, worn-out or obsolete property; (g) the good faith
surrender or waiver of contract rights or the settlement, release or surrender
of claims of any kind; and (h) the sale or other disposal of property or assets
pursuant to the exercise of remedies pursuant to the Credit Agreement or other
security documents relating to any Indebtedness permitted under this Indenture.

                "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                "BOARD OF DIRECTORS" means, as to any Person, the board of
directors or similar governing body of such Person or any duly authorized
committee thereof.

                "BOARD RESOLUTION" means, with respect to any Person, a copy of
a resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

                "BORROWING BASE" means, as of any date, an amount equal to the
sum of:

                (1)     85% of the aggregate book value of all accounts
        receivable of Holdings and its Domestic Restricted Subsidiaries; PLUS

                (2)     60% of the aggregate book value of all inventory owned
        by Holdings and its Domestic Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP.

                To the extent that information is not available as to the amount
of accounts receivable or inventory as of a specific date, Holdings shall use
the most recent available information for purposes of calculating the Borrowing
Base.

                "BUSINESS DAY" means any day other than a Saturday, a Sunday or
a day on which banking institutions in the City of New York or Chicago are
authorized by law, regulation or executive order to remain closed. If a payment
date is not a Business Day, payment may be made at that place on the next
succeeding day that is a Business Day, and no interest shall accrue for the
intervening period.

                "CAPITAL STOCK" means:

                (1)     with respect to any Person that is a corporation, any
        and all shares, interests, participations or other equivalents (however
        designated and whether or not voting) of corporate stock, including each
        class of Common Stock and Preferred Stock of such Person, and all
        options, warrants or other rights to purchase or acquire any of the
        foregoing; and

                (2)     with respect to any Person that is not a corporation,
        any and all partnership, membership or other equity interests of such
        Person, and all options, warrants or other rights to purchase or acquire
        any of the foregoing.

                "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                                       -2-


                "CASH EQUIVALENTS" means:

                (1)     marketable direct obligations issued by, or
        unconditionally guaranteed by, the United States Government, the United
        Kingdom or The Netherlands or issued by any agency thereof and backed by
        the full faith and credit of the United States, the United Kingdom or
        The Netherlands, as applicable, in each case maturing within one year
        from the date of acquisition thereof;

                (2)     marketable direct obligations issued by any state of the
        United States of America or any political subdivision of any such state,
        the United Kingdom or The Netherlands or any public instrumentality
        thereof maturing within one year from the date of acquisition thereof
        and, at the time of acquisition, having one of the two highest ratings
        obtainable from either Standard & Poor's Ratings Group, a division of
        The McGraw-Hill Companies ("S&P"), or Moody's Investors Service, Inc.
        ("MOODY'S");

                (3)     commercial paper maturing no more than one year from the
        date of creation thereof and, at the time of acquisition, having a
        rating of at least A-1 from S&P or at least P-1 from Moody's;

                (4)     certificates of deposit or bankers' acceptances maturing
        within one year from the date of acquisition thereof issued by any bank
        organized under the laws of the United States of America or any state
        thereof or the District of Columbia, the United Kingdom or The
        Netherlands or any U.S. branch of a foreign bank having at the date of
        acquisition thereof combined capital and surplus of not less than $250.0
        million;

                (5)     repurchase obligations with a term of not more than
        seven days for underlying securities of the types described in clause
        (1) above entered into with any bank meeting the qualifications
        specified in clause (4) above; and

                (6)     investments in money market funds which invest
        substantially all their assets in securities of the types described in
        clauses (1) through (5) above.

                "CHANGE OF CONTROL" means the occurrence of one or more of the
        following events:

                (1)     any sale, lease, exchange or other transfer other than a
        Lien permitted by this Indenture or by way of consolidation or merger
        (in one transaction or a series of related transactions) of all or
        substantially all of the assets of Holdings and its Subsidiaries, taken
        as a whole, to any Person or group of related Persons for purposes of
        Section 13(d) of the Exchange Act (a "GROUP"), together with any
        Affiliates thereof (whether or not otherwise in compliance with the
        provisions of this Indenture) other than to the Permitted Holders;

                (2)     the approval by the holders of Capital Stock of Holdings
        or the Company, as the case may be, of any plan or proposal for the
        liquidation or dissolution of Holdings or the Company, as the case may
        be (whether or not otherwise in compliance with the provisions of this
        Indenture);

                (3)     any Person or Group (other than the Permitted Holders
        and any entity formed for the purpose of owning Capital Stock of
        Holdings) shall become the owner, directly or indirectly, beneficially
        or of record, of shares representing more than 50% of the aggregate
        ordinary voting power represented by the issued and outstanding Capital
        Stock of Holdings or the Company;

                (4)     the replacement of a majority of the Board of Directors
        of Holdings over a two-year period from the directors who constituted
        the Board of Directors of Holdings at the beginning of such period, and
        such replacement shall not have been approved by a vote of at least a
        majority of the Board of Directors of Holdings then still in office who
        either were members of such Board of Directors at the beginning of such
        period or whose election or nomination for election by Holdings'
        shareholders as a member of such Board of Directors was previously so
        approved; or

                                       -3-


                (5)     the occurrence of any event or series of events that
        results in a "Change of Control" under the subordinated promissory notes
        issued pursuant to the Securities Purchase Agreement.

                "CLEARSTREAM" means Clearstream Banking, Societe Anonyme,
        Luxembourg.

                "COMMISSION" means the Securities and Exchange Commission.

                "COMMON STOCK" of any Person means any and all shares, interests
or other participations in, and other equivalents (however designated and
whether voting or non-voting) of such Person's common stock, whether outstanding
on the Issue Date or issued after the Issue Date, and includes, without
limitation, all series and classes of such common stock.

                "COMPANY" means Advanced Accessory Systems, LLC, a limited
liability company organized under the laws of the State of Delaware, until a
successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter means such successor Person.

                "CONSOLIDATED EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of,

                (1)     Consolidated Net Income; and

                (2)     to the extent Consolidated Net Income has been reduced
        thereby:

                        (a)     all income taxes of such Person and its
                Restricted Subsidiaries or Permitted Tax Distributions made by
                such Person, paid or accrued in accordance with GAAP for such
                period (other than income taxes attributable to extraordinary,
                unusual or nonrecurring gains or losses or taxes attributable to
                sales or dispositions outside the ordinary course of business);

                        (b)     Consolidated Interest Expense; and

                        (c)     Consolidated Non-cash Charges LESS any non-cash
                items increasing Consolidated Net Income for such period,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "FOUR QUARTER PERIOD") ending prior to the date of the
transaction giving rise to the need to calculate the Consolidated Fixed Charge
Coverage Ratio for which financial statements are available (the "TRANSACTION
DATE") to Consolidated Fixed Charges of such Person for the Four Quarter Period.
In addition to and without limitation of the foregoing, for purposes of this
definition, "CONSOLIDATED EBITDA" and "CONSOLIDATED FIXED CHARGES" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

                (1)     the incurrence or repayment of any Indebtedness of such
        Person or any of its Restricted Subsidiaries, or the issuance,
        redemption, repurchase or other repayment of any Preferred Stock by such
        Person or any of its Restricted Subsidiaries (and, in each case, the
        application of the proceeds thereof) giving rise to the need to make
        such calculation and any incurrence or repayment of other Indebtedness,
        or any issuance, redemption, repurchase or other repayment of any
        Preferred Stock (and, in each case, the application of the proceeds
        thereof), other than the incurrence or repayment of Indebtedness in the
        ordinary course of business for working capital purposes pursuant to
        working capital facilities, occurring during the Four Quarter Period or
        at any time subsequent to the last day of the Four Quarter Period and on
        or prior to the Transaction Date, as if such incurrence or repayment, as
        the case may be (and the application of the proceeds thereof), occurred
        on the first day of the Four Quarter Period; and

                                       -4-


                (2)     any asset sales or other dispositions or Asset
        Acquisitions (including, without limitation, any Asset Acquisition
        giving rise to the need to make such calculation as a result of such
        Person or one of its Restricted Subsidiaries (including any Person who
        becomes a Restricted Subsidiary as a result of the Asset Acquisition)
        incurring, assuming or otherwise being liable for Acquired Indebtedness
        and also including any Consolidated EBITDA (including any pro forma
        expense and cost reductions calculated on a basis consistent with
        Regulation S-X under the Exchange Act) attributable to the assets which
        are the subject of the Asset Acquisition or asset sale or other
        disposition during the Four Quarter Period) occurring during the Four
        Quarter Period or at any time subsequent to the last day of the Four
        Quarter Period and on or prior to the Transaction Date, as if such asset
        sale or other disposition or Asset Acquisition (including the
        incurrence, assumption or liability for any such Acquired Indebtedness)
        occurred on the first day of the Four Quarter Period.

                Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio",

                (1)     interest on outstanding Indebtedness determined on a
        fluctuating basis as of the Transaction Date and which will continue to
        be so determined thereafter shall be deemed to have accrued at a fixed
        rate per annum equal to the rate of interest on such Indebtedness in
        effect on the Transaction Date; and

                (2)     notwithstanding clause (1) above, interest on
        Indebtedness determined on a fluctuating basis, to the extent such
        interest is covered by agreements relating to Interest Swap Obligations,
        shall be deemed to accrue at the rate per annum resulting after giving
        effect to the operation of such agreements.

                "CONSOLIDATED FIXED CHARGES" means, with respect to any Person
for any period, the sum, without duplication, of:

                (1)     Consolidated Interest Expense; plus

                (2)     the product of (x) the amount of all cash dividend
        payments on any series of Preferred Stock of such Person and, to the
        extent permitted under this Indenture, its Restricted Subsidiaries paid
        in cash during such period to any Person other than such Person or any
        of its Restricted Subsidiaries times (y) a fraction, the numerator of
        which is one and the denominator of which is one minus the then current
        effective consolidated federal, state and local income tax rate of such
        Person, expressed as a decimal.

                "CONSOLIDATED INTEREST EXPENSE" means, with respect to any
Person for any period, the sum of, without duplication:

                (1)     the aggregate of the interest expense of such Person and
        its Restricted Subsidiaries for such period determined on a consolidated
        basis in accordance with GAAP, including without limitation: (a) any
        amortization of debt discount and amortization or write-off of deferred
        financing costs; (b) the net costs under Interest Swap Obligations; (c)
        all capitalized interest; and (d) the interest portion of any deferred
        payment obligation; and

                (2)     the interest component of Capitalized Lease Obligations
        paid, accrued and/or scheduled to be paid or accrued by such Person and
        its Restricted Subsidiaries during such period as determined on a
        consolidated basis in accordance with GAAP;

PROVIDED that there shall be excluded therefrom any non-cash amortization or
write-off of fees and expenses incurred in connection with the offering of the
Notes.

                "CONSOLIDATED NET INCOME" means, with respect to any Person, for
any period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; PROVIDED that there shall be excluded therefrom (without
duplication):

                                       -5-


                (1)     after-tax gains or losses from Asset Sales (without
        regard to the $2,500,000 limitation set forth in the definition thereof)
        or abandonments or reserves relating thereto;

                (2)     extraordinary gains and extraordinary losses;

                (3)     gains and losses due solely to fluctuations in currency
        values and the related tax effects according to GAAP;

                (4)     the net income or loss of any Person acquired prior to
        the date it becomes a Restricted Subsidiary of the referent Person or is
        merged or consolidated with the referent Person or any Restricted
        Subsidiary of the referent Person, it being understood, however, that,
        in the case of a Restricted Subsidiary of Holdings, the income or loss
        of such Person for such period may be included in determining the
        Consolidated Fixed Charge Coverage Ratio of Holdings as a result of the
        operation of clause (2) of the first paragraph of the definition of such
        term;

                (5)     for the purposes of Section 4.7 hereof only, the net
        income (but not loss) of any Restricted Subsidiary (other than a Foreign
        Restricted Subsidiary) of the referent Person to the extent that the
        declaration of dividends or similar distributions by that Restricted
        Subsidiary of that income is restricted by a contract, operation of law
        or otherwise, except to the extent of cash dividends or distributions
        paid to the referent Person or to a Wholly Owned Restricted Subsidiary
        of the referent Person by such Restricted Subsidiary;

                (6)     the net income of any Person, other than a Restricted
        Subsidiary of the referent Person, except to the extent of cash
        dividends or distributions paid to the referent Person or to a
        Restricted Subsidiary of the referent Person by such Person;

                (7)     any restoration to income of any contingency reserve,
        except to the extent that provision for such reserve was made out of
        Consolidated Net Income accrued at any time following the Issue Date;

                (8)     income or loss attributable to discontinued operations
        (including, without limitation, operations disposed of during such
        period whether or not such operations were classified as discontinued);
        and

                (9)     in the case of a successor to the referent Person by
        consolidation or merger or as a transferee of the referent Person's
        assets, any earnings of the successor corporation prior to such
        consolidation, merger or transfer of assets.

                In addition, Consolidated Net Income shall be reduced by the
amount of any Permitted Tax Distribution.

                "CONSOLIDATED NON-CASH CHARGES" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charge which requires an accrual of or a reserve for cash charges for
any future period).

                "CONSOLIDATED TANGIBLE ASSETS" means the total consolidated
assets, less goodwill and intangibles, of Holdings and its Restricted
Subsidiaries, as shown on the most recent balance sheet of Holdings prepared in
accordance with GAAP.

                "CORPORATE TRUST OFFICE OF THE TRUSTEE" means the principal
office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereto is located at 2 North LaSalle
Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust
Department, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Issuers, or the principal corporate trust

                                       -6-


office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Issuers).

                "CREDIT AGREEMENT" means the Amended and Restated Credit
Agreement dated as of May 23, 2003, among certain subsidiaries of Holdings as
borrowers, Holdings and certain other subsidiaries and affiliates as guarantors,
the lenders party thereto in their capacities as lenders and/or agents
thereunder, together with the documents related thereto (including, without
limitation, any instruments, guarantee agreements and pledge and/or security
documents), in each case as such documents may be amended (including, without
limitation, any amendment and restatement thereof), supplemented or otherwise
modified from time to time, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including, without
limitation, increasing the amount of available borrowings thereunder (PROVIDED
that such increase in borrowings is permitted by Section 4.9 hereof) or adding
Subsidiaries of Holdings as additional borrowers or guarantors thereunder) all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

                "CURRENCY AGREEMENT" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.

                "DEFAULT" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                "DEPOSITARY" means, with respect to the Notes issuable in whole
or in part in global form, the Person specified in Section 2.6(g) hereof as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions or this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control or to the extent such Capital Stock is only so redeemable or
exchangeable into Qualified Capital Stock) on or prior to the final maturity
date of the Notes, PROVIDED that any Capital Stock that would not constitute
Disqualified Capital Stock but for provisions thereof giving holders thereof the
right to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
stated maturity of the Notes shall not constitute Disqualified Capital Stock if
the "asset sale" or "change of control" provisions applicable to such Capital
Stock are no more favorable to the holders of such Capital Stock than the
provisions contained in Sections 4.10 and 4.15 hereof and such Capital Stock
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provisions prior to the Issuers' repurchase of such Notes
as are required to be repurchased pursuant to such covenants.

                "DOMESTIC RESTRICTED SUBSIDIARY" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United
States, any state thereof or any territory or possession of the United States.

                "EUROCLEAR" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System.

                "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                "EXCHANGE OFFER" means the offer that shall be made by the
Issuers pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.

                "FAIR MARKET VALUE" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
nei-

                                       -7-


ther of whom is under undue pressure or compulsion to complete the transaction.
Fair market value shall be determined by the Board of Directors of Holdings
acting reasonably and in good faith and, if such value exceeds $5.0 million,
shall be evidenced by a Board Resolution of the Board of Directors of Holdings
delivered to the Trustee.

                "FINAL MEMORANDUM" means the Issuers' final offering memorandum
dated May 20, 2003, whereby the Issuers offered $150,000,000 Series A Notes.

                "FOREIGN RESTRICTED SUBSIDIARY" means any Restricted Subsidiary
of Holdings other than a Domestic Restricted Subsidiary.

                "FOREIGN RESTRICTED SUBSIDIARY BORROWING BASE" means, as of any
date, an amount equal to the sum of

                (1)     85% of the aggregate book value of all accounts
        receivable of the Foreign Restricted Subsidiaries; PLUS

                (2)     60% of the aggregate book value of all inventory owned
        by the Foreign Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP.

                "GAAP" means generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect from time to
time.

                "GUARANTEE" has the meaning set forth in Section 11.1 hereof.

                "GUARANTORS" means Holdings and the Subsidiary Guarantors.

                "HOLDER" means a Person in whose name a Note is registered.

                "HOLDINGS" means CHAAS Acquisitions, LLC.

                "HOLDINGS GUARANTEE" has the meaning set forth in Section 11.1
hereof.

                "INDEBTEDNESS" means with respect to any Person, without
duplication:

                (1)     all Obligations of such Person for borrowed money;

                (2)     all Obligations of such Person evidenced by bonds,
        debentures, notes or other similar instruments;

                (3)     all Capitalized Lease Obligations of such Person;

                (4)     all Obligations of such Person issued or assumed as the
        deferred purchase price of property or services and all Obligations
        under any conditional sale or title retention agreement (but excluding
        any such Obligations that constitute trade accounts payable and other
        accrued liabilities arising in the ordinary course of business that are
        not overdue by 120 days or more or are being contested in good faith by
        appropriate proceedings promptly instituted and diligently conducted);

                (5)     all Obligations of such Person for the reimbursement of
        any obligor on any letter of credit, banker's acceptance or similar
        credit transaction, but excluding Obligations with respect to letters of
        credit (including trade letters of credit) to the extent such
        Obligations are cash collateralized or such letters

                                       -8-


        of credit secure Obligations (other than Obligations described in
        clauses (1), (2) and (3) above) entered into in the ordinary course of
        business of such Person and such letters of credit are not drawn upon
        or, if drawn upon, to the extent any such drawing is reimbursed no later
        than three Business Days following receipt by such Person of a demand
        for reimbursement;

                (6)     guarantees and other contingent obligations in respect
        of Indebtedness of other Persons of the type referred to in clauses (1)
        through (5) above and clause (8) below;

                (7)     all Obligations of any other Person of the type referred
        to in clauses (1) through (6) which are secured by any Lien on any
        property or asset of such Person, the amount of such Obligation being
        deemed to be the lesser of the fair market value of such property or
        asset and the amount of the Obligation so secured;

                (8)     all net Obligations under Currency Agreements and
        Interest Swap Agreements of such Person; and

                (9)     all Disqualified Capital Stock issued by such Person
        with the amount of Indebtedness represented by such Disqualified Capital
        Stock being equal to its maximum fixed repurchase price, but excluding
        accrued dividends, if any.

                For purposes hereof, the "MAXIMUM FIXED REPURCHASE PRICE" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional Obligations as described
above and, with respect to contingent Obligations, the maximum liability upon
the occurrence of the contingency giving rise to the Obligation; PROVIDED that
the amount outstanding at any time of any Indebtedness issued with original
issue discount is the original issue price of such Indebtedness.

                "INDENTURE" means this Indenture, as amended or supplemented
from time to time.

                "INDEPENDENT FINANCIAL ADVISOR" means a firm which, in the
judgment of the Board of Directors of Holdings, is otherwise independent and
qualified to perform the task for which it is to be engaged.

                "INITIAL PURCHASERS" means Deutsche Bank Securities Inc. and
Credit Suisse First Boston LLC.

                "INTEREST SWAP OBLIGATIONS" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements, in each case determined as if such
agreement were terminated on the date such obligations were being determined for
purposes of this Indenture.

                "INVESTMENT" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by Holdings and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of Holdings or such Restricted
Subsidiary, as the case may be. If Holdings or any Restricted Subsidiary of
Holdings sells or otherwise disposes of any Capital Stock of any Restricted
Subsidiary of Holdings such that, after giving effect to any such sale or
disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of
Holdings, Holdings shall

                                       -9-


be deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Common Stock of such Restricted Subsidiary
not sold or disposed of or, with respect to any Restricted Subsidiary of
Holdings acquired or created after the Issue Date, if less, the value of the
Investment when made by Holdings and its Restricted Subsidiaries in the portion
of such Restricted Subsidiary represented by such Common Stock.

                "ISSUE DATE" means May 23, 2003, the date of original issuance
of the Notes.

                "ISSUERS" means the Persons named in the introductory paragraph
to this Indenture until a successor Person or Persons shall have become such in
accordance with the applicable provisions of this Indenture, and thereafter
means such successor Person or Persons.

                "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

                "MANAGEMENT AGREEMENT" means the management agreement dated as
of April 15, 2003 among CHAAS Holdings, LLC, the Company and Castle Harlan,
Inc., as in effect on the Issue Date.

                "MATERIAL DOMESTIC RESTRICTED SUBSIDIARY" means a Domestic
Restricted Subsidiary of Holdings having total assets with a book value in
excess of $500,000.

                "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by Holdings or any of its Restricted Subsidiaries from such
Asset Sale net of:

                (1)     reasonable out-of-pocket commissions, expenses and fees
        relating to such Asset Sale (including, without limitation, legal,
        accounting and investment banking fees and sales commissions and
        severance and relocation costs and expenses);

                (2)     net taxes paid or payable as a result of such Asset
        Sale;

                (3)     repayment of Indebtedness that is secured by the
        property or assets that are the subject of such Asset Sale or that is
        required by applicable law to be repaid out of the proceeds of such
        Asset Sale;

                (4)     amounts required to be paid to any Person (other than
        Holdings or any of its Restricted Subsidiaries) owning a beneficial
        interest in the assets which are subject to the Asset Sale; and

                (5)     appropriate amounts to be provided by Holdings or any
        Restricted Subsidiary, as the case may be, as a reserve, in accordance
        with GAAP, against any liabilities associated with such Asset Sale and
        retained by Holdings or any Restricted Subsidiary, as the case may be,
        after such Asset Sale, including, without limitation, pension and other
        post-employment benefit liabilities, liabilities related to
        environmental matters and liabilities under any indemnification
        obligations associated with such Asset Sale.

                "NOTE CUSTODIAN" means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.

                "NOTES" means the Series A Notes and the Series B Notes, if any,
that are issued under this Indenture, as amended or supplemented from time to
time.

                "OBLIGATIONS" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

                "OFFICER" means (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, any Vice President, the Chief Financial
Of-

                                      -10-


ficer, the Treasurer, the Controller, the Secretary or any Assistant Treasurer
or Assistant Secretary of such Person and (b) with respect to any other Person,
the individuals selected by such Person to perform functions similar to those of
the officers listed in clause (a).

                "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Officers of such Person, one of whom must be the
Chairman of its Board, the Chief Executive Officer, the Chief Financial Officer,
the Treasurer or any principal accounting officer of such Person, that meets the
requirements of Sections 13.4 and 13.5 hereof.

                "OPINION OF COUNSEL" means an opinion from legal counsel that
meets the requirements of Sections 13.4 and 13.5 hereof. The counsel may be an
employee of or in-house counsel to an Issuer or any Subsidiary of Holdings.

                "PARI PASSU INDEBTEDNESS" means any Indebtedness of either
Issuer or any Guarantor that ranks PARI PASSU in right of payment with the Notes
or the Guarantee of such Guarantor, as applicable.

                "PERMITTED BUSINESS" means any business that is the same,
similar, reasonably related, complementary or incidental to the business in
which Holdings or any of its Restricted Subsidiaries is engaged on the Issue
Date.

                "PERMITTED HOLDERS" means (1) Castle Harlan Partners IV, L.P.
and any Person controlling, controlled by, or under common control with, and any
account controlled or managed by or under common control or management with
Castle Harlan Partners IV, L.P. and (2) Castle Harlan Inc. and employees,
management and directors of, and Persons owning accounts managed or advised by,
any of the foregoing and their respective Affiliates.

                "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

                 (1)    Indebtedness under the Notes issued on the Issue Date
        and Guarantees thereof;

                 (2)    Indebtedness incurred pursuant to the Credit Agreement
        in an aggregate principal amount at any time outstanding not to exceed
        (x) the greater of (a) $60.0 million and (b) the sum of (A) $10.0
        million and (B) the Borrowing Base plus (y) an amount not exceeding the
        aggregate amount of Indebtedness that is permitted to be incurred, but
        has not been incurred, under clauses (10), (11), (12) and (17) of this
        definition;

                 (3)    other Indebtedness of Holdings and its Restricted
        Subsidiaries outstanding on the Issue Date reduced by the amount of any
        scheduled amortization payments or mandatory prepayments, in each case,
        when actually paid, or permanent reductions thereon;

                 (4)    Interest Swap Obligations of Holdings or any Restricted
        Subsidiary of Holdings covering Indebtedness of Holdings or any of its
        Restricted Subsidiaries; PROVIDED, HOWEVER, that such Interest Swap
        Obligations are entered into to protect Holdings and its Restricted
        Subsidiaries from fluctuations in interest rates;

                 (5)    Indebtedness under Currency Agreements; PROVIDED that
        (x) in the case of Currency Agreements which relate to Indebtedness,
        such Currency Agreements do not increase the Indebtedness of Holdings
        and its Restricted Subsidiaries outstanding other than as a result of
        fluctuations in foreign currency exchange rates or by reason of fees,
        indemnities and compensation payable thereunder and (y) such Currency
        Agreements are designed to protect Holdings or any Restricted Subsidiary
        of Holdings against fluctuations in currency values;

                 (6)    Indebtedness of a Restricted Subsidiary of Holdings to
        Holdings or to a Restricted Subsidiary of Holdings for so long as such
        Indebtedness is held by Holdings or a Restricted Subsidiary of Holdings
        or the holder of a Permitted Lien thereon, in each case subject to no
        Lien held by a Person other than Holdings or a Restricted Subsidiary of
        Holdings or the holder of a Permitted Lien thereon; PROVIDED

                                      -11-


        that if as of any date any Person other than Holdings or a Restricted
        Subsidiary of Holdings or the holder of a Permitted Lien thereon owns or
        holds any such Indebtedness or holds a Lien in respect of such
        Indebtedness, such date shall be deemed the incurrence of Indebtedness
        not constituting Permitted Indebtedness under this clause (6) by the
        issuer of such Indebtedness;

                 (7)    Indebtedness of Holdings to a Restricted Subsidiary of
        Holdings for so long as such Indebtedness is held by a Restricted
        Subsidiary of Holdings and subject to no Lien, other than a Permitted
        Lien; PROVIDED that (a) any Indebtedness of Holdings to any Restricted
        Subsidiary of Holdings that is not a Guarantor is unsecured and
        subordinated, pursuant to a written agreement, to Holdings' obligations
        under this Indenture and the Notes and (b) if as of any date any Person
        other than a Restricted Subsidiary of Holdings or the holder of a
        Permitted Lien thereon owns or holds any such Indebtedness or holds a
        Lien in respect of such Indebtedness, such date shall be deemed the
        incurrence of Indebtedness not constituting Permitted Indebtedness under
        this clause (7) by Holdings;

                 (8)    Indebtedness arising from the honoring by a bank or
        other financial institution of a check, draft or similar instrument
        drawn against insufficient funds in the ordinary course of business;
        PROVIDED, HOWEVER, that such Indebtedness is extinguished within five
        business days of incurrence;

                 (9)    Indebtedness of Holdings or any of its Restricted
        Subsidiaries in respect of performance bonds, bankers' acceptances,
        workers' compensation claims, surety or appeal bonds, payment
        obligations in connection with self-insurance or similar obligations and
        bank overdrafts (and letters of credit in respect thereof) incurred in
        the ordinary course of business;

                (10)    Indebtedness represented by Capitalized Lease
        Obligations and Purchase Money Indebtedness of Holdings and its
        Restricted Subsidiaries incurred in the ordinary course of business not
        to exceed the greater of (a) $10.0 million and (b) 5% of Consolidated
        Tangible Assets (reduced by the aggregate amount of additional
        Indebtedness incurred under clause (2) hereof in reliance on this clause
        (10));

                (11)    Indebtedness consisting of guarantees by Holdings or any
        of its Restricted Subsidiaries of Indebtedness permitted to be incurred
        under this Indenture;

                (12)    Indebtedness of Holdings' Foreign Restricted
        Subsidiaries in an aggregate principal amount not to exceed the greater
        of (a) $45.0 million and (b) the Foreign Restricted Subsidiary Borrowing
        Base (reduced by the aggregate amount of additional Indebtedness
        incurred under clause (2) hereof in reliance on this clause (12));

                (13)    Refinancing Indebtedness;

                (14)    Indebtedness of Holdings or any of its Restricted
        Subsidiaries consisting of guarantees, indemnities or other obligations
        in respect of purchase price adjustments in connection with the
        acquisition or disposition of property or assets;

                (15)    Indebtedness of Holdings or any of its Restricted
        Subsidiaries to the extent the net proceeds thereof are promptly used to
        redeem the Notes in full or deposited to defease or discharge the Notes,
        in each case in accordance with this Indenture;

                (16)    Indebtedness of Holdings and its Restricted Subsidiaries
        consisting of Capitalized Lease Obligations not exceeding $10.0 million
        at any one time outstanding and incurred in connection with one or more
        Permitted Sale and Leaseback Transactions involving one or more
        properties that are owned on the Issue Date by one or more such
        Restricted Subsidiaries and that are located in Staphorst, The
        Netherlands, Hoogeveen, The Netherlands, and Fensmark, Denmark; and

                (17)    additional Indebtedness of Holdings and its Restricted
        Subsidiaries in an aggregate principal amount not to exceed $15.0
        million at any one time outstanding (reduced by the aggregate amount of
        additional Indebtedness incurred under clause (2) hereof in reliance on
        this clause (17)).

                                      -12-


                For purposes of determining compliance with Section 4.9 hereof,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (17)
above or is entitled to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of such Section, the Issuers shall, in their sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with such Section. Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional
shares of the same class of Disqualified Capital Stock will not be deemed to be
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for
purposes of Section 4.9 hereof.

                "PERMITTED INVESTMENTS" means:

                 (1)    Investments by Holdings or any Restricted Subsidiary of
        Holdings in any Person that is or will become immediately after such
        Investment a Restricted Subsidiary of Holdings or that will merge or
        consolidate into Holdings or a Restricted Subsidiary of Holdings;

                 (2)    Investments in Holdings by any Restricted Subsidiary of
        Holdings; PROVIDED that any Indebtedness evidencing such Investment and
        held by a Restricted Subsidiary of Holdings that is not a Subsidiary
        Guarantor is unsecured and subordinated, pursuant to a written
        agreement, to Holdings' obligations under its Guarantee and this
        Indenture;

                 (3)    Investments in cash and Cash Equivalents;

                 (4)    loans and advances to directors, employees and officers
        of Holdings and its Restricted Subsidiaries in the ordinary course of
        business for bona fide business purposes not in excess of $3.0 million
        at any one time outstanding;

                 (5)    Currency Agreements and Interest Swap Obligations
        entered into in the ordinary course of Holdings' or its Restricted
        Subsidiaries' businesses and not for speculative purposes and otherwise
        in compliance with this Indenture;

                 (6)    additional Investments having an aggregate fair market
        value at any time outstanding not to exceed $12.5 million;

                 (7)    Investments in securities of trade creditors or
        customers received pursuant to any plan of reorganization or similar
        arrangement upon the bankruptcy or insolvency of such trade creditors or
        customers or in good faith settlement of delinquent obligations of such
        trade creditors or customers;

                 (8)    Investments made by Holdings or its Restricted
        Subsidiaries as a result of consideration received in connection with an
        Asset Sale made in compliance with Section 4.10 hereof;

                 (9)    Investments existing on the Issue Date;

                (10)    any acquisition of assets solely in exchange for the
        issuance of Qualified Capital Stock of Holdings or any of its Restricted
        Subsidiaries;

                (11)    Investments made by Holdings or any of its Restricted
        Subsidiaries with the proceeds of a substantially concurrent offering of
        Qualified Capital Stock of Holdings or any other holding company of
        Holdings or the Issuers (which proceeds of any such offering of
        Qualified Capital Stock shall not have been, and shall not be, included
        in the calculation of the Restricted Payments Basket, except to the
        extent the proceeds thereof exceed the amounts used to effect such
        Investments);

                (12)    Investments represented by guarantees that are otherwise
        permitted under this Indenture; and

                                      -13-


                (13)    advances to suppliers and customers in the ordinary
        course of business.

                "PERMITTED LIENS" means the following types of Liens:

                 (1)    Liens existing on the Issue Date;

                 (2)    Liens securing the Notes and the Guarantees;

                 (3)    Liens securing Indebtedness under the Credit Agreement
        permitted to be incurred pursuant to clause (2) of the definition of
        "Permitted Indebtedness";

                 (4)    Liens in favor of Holdings or any Restricted Subsidiary
        of Holdings;

                 (5)    Liens securing Refinancing Indebtedness which is
        incurred to Refinance any Indebtedness which has been secured by a Lien
        permitted under this Indenture and which has been incurred in accordance
        with the provisions of this Indenture; PROVIDED, HOWEVER, that such
        Liens: (i) taken as a whole are no less favorable to the Holders and are
        not more favorable to the lienholders with respect to such Liens than
        the Liens in respect of the Indebtedness being Refinanced; and (ii) do
        not extend to or cover any property or assets of Holdings or any of its
        Restricted Subsidiaries not securing the Indebtedness so Refinanced;

                 (6)    Liens for taxes, assessments or governmental charges or
        claims either (a) not delinquent or (b) being contested in good faith by
        appropriate proceedings and as to which Holdings or its Restricted
        Subsidiaries shall have set aside on its books such reserves as may be
        required pursuant to GAAP;

                 (7)    statutory Liens of landlords and Liens of carriers,
        warehousemen, mechanics, suppliers, materialmen, repairmen and other
        Liens imposed by law incurred in the ordinary course of business for
        sums not yet delinquent or being contested in good faith, if such
        reserve or other appropriate provision, if any, as shall be required by
        GAAP shall have been made in respect thereof;

                 (8)    Liens incurred or deposits made in the ordinary course
        of business in connection with workers' compensation, unemployment
        insurance and other types of social security, including any Lien
        securing letters of credit issued in the ordinary course of business in
        connection therewith, or to secure the performance of tenders, statutory
        obligations, surety and appeal bonds, bids, leases, government
        contracts, performance and return-of-money bonds and other similar
        obligations (exclusive of obligations for the payment of borrowed
        money);

                 (9)    Liens arising by reward of any judgment, decree or order
        of any court but not giving rise to an Event of Default so long as such
        Liens are adequately bonded and any appropriate legal proceedings which
        may have been duly initiated for the review of such judgment, decree or
        order shall not have been finally terminated or the period within which
        such proceedings may be initiated shall not have expired;

                (10)    survey exceptions, easements, rights-of-way, zoning
        restrictions and other similar charges or encumbrances in respect of
        real property not interfering in any material respect with the ordinary
        conduct of the business of Holdings or any of its Restricted
        Subsidiaries;

                (11)    Liens upon specific items of inventory or other goods
        and proceeds of Holdings or any of its Restricted Subsidiaries securing
        such Person's obligations in respect of bankers' acceptances issued or
        created for the account of such Person to facilitate the purchase,
        shipment or storage of such inventory or other goods;

                (12)    Liens securing reimbursement obligations with respect to
        commercial letters of credit which encumber documents and other property
        relating to such letters of credit and products and proceeds thereof;

                                      -14-


                (13)    Liens encumbering deposits made to secure obligations
        arising from statutory, regulatory, contractual, or warranty
        requirements of Holdings or any of its Restricted Subsidiaries,
        including rights of offset and set-off;

                (14)    Liens securing Interest Swap Obligations which Interest
        Swap Obligations relate to Indebtedness that is otherwise permitted
        pursuant to clause (4) of the definition of "Permitted Indebtedness";

                (15)    Liens securing Capitalized Lease Obligations and
        Purchase Money Indebtedness permitted to be incurred under this
        Indenture; PROVIDED, HOWEVER, that in the case of Capitalized Lease
        Obligations, such Liens do not extend to any property or assets which
        are not leased property subject to such Capitalized Lease Obligations;

                (16)    Liens securing Indebtedness under Currency Agreements
        permitted to be incurred pursuant to clause (5) of the definition of
        "Permitted Indebtedness";

                (17)    Liens securing Acquired Indebtedness incurred in
        accordance with Section 4.9; PROVIDED that:

                        (a)     such Liens secured such Acquired Indebtedness at
                the time of and prior to the incurrence of such Acquired
                Indebtedness by Holdings or a Restricted Subsidiary of Holdings
                and were not granted in connection with, or in anticipation of,
                the incurrence of such Acquired Indebtedness by Holdings or a
                Restricted Subsidiary of Holdings; and

                        (b)     such Liens do not extend to or cover any
                property or assets of Holdings or of any of its Restricted
                Subsidiaries other than the property or assets that secured the
                Acquired Indebtedness prior to the time such Indebtedness became
                Acquired Indebtedness of Holdings or a Restricted Subsidiary of
                Holdings and are no more favorable to the lienholders than those
                securing the Acquired Indebtedness prior to the incurrence of
                such Acquired Indebtedness by Holdings or a Restricted
                Subsidiary of Holdings;

                (18)    Liens securing Indebtedness incurred pursuant to clause
        (12), (14) (but in the case of clause (14) such Liens shall only be on
        the assets that are the subject of the transaction permitted by clause
        (14)), (15), (16) or (17) of the definition of "Permitted Indebtedness";

                (19)    any provision for the retention of title to an asset by
        the vendor or transferor of such asset which asset is acquired by
        Holdings or any Restricted Subsidiary of Holdings in a transaction
        entered into in the ordinary course of business of Holdings or such
        Restricted Subsidiary;

                (20)    Liens incurred in the ordinary course of business of
        Holdings or any Restricted Subsidiary of Holdings with respect to
        Obligations that do not exceed $10.0 million at any one time outstanding
        and that (a) are not incurred in connection with the borrowing of money
        or the obtaining of advances or credit (other than trade credit in the
        ordinary course of business) and (b) do not in the aggregate materially
        detract from the value of the property or materially impair the use
        thereof in the operation of business by Holdings or such Restricted
        Subsidiary;

                (21)    Liens arising from filing Uniform Commercial Code
        financing statements regarding leases;

                (22)    Liens in favor of customs and revenue authorities
        arising as a matter of law to secure payments of customs duties in
        connection with the importation of goods;

                (23)    deposits made in the ordinary course of business to
        secure liability to insurance carriers;

                (24)    rights of a licensor of intellectual property;

                                      -15-


                (25)    leases, subleases, licenses and sublicenses granted to
        others that do not materially interfere with the ordinary course of
        business of Holdings and its Restricted Subsidiaries;

                (26)    banker's Liens, rights of setoff and similar Liens with
        respect to cash and Cash Equivalents on deposit in one or more bank
        accounts in the ordinary course of business;

                (27)    any interest or title of a lessor in the property
        subject to any capitalized lease or operating lease;

                (28)    Liens on property of, or on shares of Capital Stock or
        Indebtedness of, any Person existing at the time such Person becomes, a
        Restricted Subsidiary of Holdings, PROVIDED that such Liens do not (a)
        extend to or cover any property or assets of Holdings or any of its
        Restricted Subsidiaries other than the property or assets acquired or
        (b) secure Indebtedness (including Acquired Indebtedness); and

                (29)    any extension, renewal or replacement, in whole or in
        part, of any Lien described in clause (1), (15) or (17) of the
        definition of "Permitted Liens"; PROVIDED that any such extension,
        renewal or replacement is no more restrictive in any material respect
        that the Lien so extended, renewed or replaced and does not extend to
        any additional property or assets.

                "PERMITTED SALE AND LEASEBACK TRANSACTION" means any Sale and
Leaseback Transaction entered into by any Restricted Subsidiary of Holdings with
respect to any facility (including, without limitation, any manufacturing,
engineering, warehousing or administration facility), owned or leased by such
Restricted Subsidiary on the Issue Date.

                "PERMITTED TAX DISTRIBUTIONS" means the payment of any dividend
or distribution to the direct or indirect beneficial owners of shares of Capital
Stock of Holdings in an amount not to exceed the then maximum federal, state and
local income tax liabilities arising from income of Holdings and attributable to
them solely as a result of Holdings (and any intermediate entity through which
the holder owns such shares) being a limited liability company, partnership or
similar entity for federal income tax purposes.

                "PERSON" means an individual, partnership, corporation, limited
liability company, unincorporated organization or trust, or a governmental
agency or political subdivision thereof.

                "PORTAL MARKET" means the Portal Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

                "PREFERRED STOCK" of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

                "PUBLIC EQUITY OFFERING" means an underwritten public offering
of Qualified Capital Stock of Holdings or any other holding company of Holdings
or the Issuers pursuant to a registration statement filed with the Commission in
accordance with the Securities Act; PROVIDED Holdings or any other such entity
contributes to the capital of the Issuers the portion of the net cash proceeds
of such Public Equity Offering necessary to pay the aggregate redemption price
(plus accrued and unpaid interest to the redemption date) of the Notes to be
redeemed pursuant to paragraph 6 of the Note.

                "PURCHASE DATE" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of Holdings and
its Restricted Subsidiaries incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
design, development, installation, construction or improvement, of property or
equipment; PROVIDED, HOWEVER, that (i) the amount of such Indebtedness shall not
exceed such purchase price or cost and (ii) such Indebtedness shall not be
secured by any asset other than the specified asset being financed or, in the
case of real property or fixtures, including additions and improvements, the
real property to which such asset is attached.

                                      -16-


                "PURCHASE PRICE" means the amount payable for the repurchase of
any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise
specifically provided herein.

                "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

                "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

                "REDEMPTION DATE" means, with respect to any Note to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

                "REDEMPTION PRICE" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of' accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date, unless otherwise
specifically provided herein.

                "REFINANCE" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease, replace or
retire, or to issue a security or Indebtedness in exchange or replacement for,
such security or Indebtedness in whole or in part. "REFINANCED" and
"REFINANCING" shall have correlative meanings.

                "REFINANCING INDEBTEDNESS" means any Refinancing by Holdings or
any Restricted Subsidiary of Holdings of Indebtedness incurred in accordance
with Section 4.9 hereof (other than pursuant to clause (2), (4), (5), (6), (7),
(8), (9), (10), (11), (12), (14), (15), (16) or (17) of the definition of
"Permitted Indebtedness"), in each case, other than Refinancing Indebtedness
incurred to Refinance all of the Notes, that does not:

                (1)     result in an increase in the aggregate principal amount
        of Indebtedness of such Person as of the date of such proposed
        Refinancing (plus accrued interest on the Indebtedness being Refinanced
        plus the amount of any premium required to be paid under the terms of
        the instrument governing such Indebtedness and plus the amount of
        reasonable fees and expenses incurred by Holdings and its Restricted
        Subsidiaries in connection with such Refinancing); or

                (2)     create Indebtedness with: (a) a Weighted Average Life to
        Maturity that is less than the Weighted Average Life to Maturity of the
        Indebtedness being Refinanced; or (b) a final maturity earlier than the
        final maturity of the Indebtedness being Refinanced; PROVIDED that (x)
        if such Indebtedness being Refinanced is Indebtedness solely of
        Holdings, then such Refinancing Indebtedness shall be Indebtedness
        solely of Holdings and (y) if such Indebtedness being Refinanced is
        subordinate or junior to the Notes, then such Refinancing Indebtedness
        shall be subordinate to the Notes at least to the same extent and in the
        same manner as the Indebtedness being Refinanced.

                "REGISTRATION RIGHTS AGREEMENT" means the registration rights
agreement dated as of the Issue Date among Holdings, the Issuers, the Subsidiary
Guarantors and the Initial Purchasers.

                "REGULATION S" means Regulation S as promulgated under the
Securities Act.

                "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                "RESTRICTED SUBSIDIARY" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

                "RULE 144A" means Rule 144A promulgated under the Securities
Act.

                                      -17-


                "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to Holdings or a Restricted Subsidiary of Holdings of any
property, whether owned by Holdings or any Restricted Subsidiary of Holdings at
the Issue Date or later acquired, which has been or is to be sold or transferred
by Holdings or such Restricted Subsidiary to such Person or to any other Person
from whom funds have been or are to be advanced by such Person on the security
of such Property.

                "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                "SECURITIES PURCHASE AGREEMENT" means the Securities Purchase
Agreement dated April 15, 2003, among Holdings, the Company and each of the
seller parties listed on the signature pages thereto, as such agreement may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time; PROVIDED that any Indebtedness incurred
pursuant to such amendment or modification shall not result in any payments of
principal thereunder prior to any scheduled final maturity, scheduled repayment
or scheduled sinking fund payment thereunder as in effect on the Issue Date.

                "SERIES A NOTES" means the Issuers' 10 3/4% Senior Notes due
2011.

                "SERIES B NOTES" means notes issued by the Issuers hereunder
containing terms identical to the Series A Notes (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the Series
A Notes or, if no such interest has been paid, from the date of original
issuance, (ii) the legend or legends relating to transferability and other
related matters set forth on the Series A Notes, including the text referred to
in footnote 2 of Exhibit A hereto, shall be removed or appropriately altered,
and (iii) as otherwise set forth herein), to be offered to Holders of Series A
Notes in exchange for Series B Notes pursuant to the Exchange Offer or any
exchange offer specified in any registration rights agreement relating to the
Additional Notes or in connection with the issuance of Additional Notes pursuant
to an effective registration statement filed pursuant to the Securities Act.

                "SIGNIFICANT SUBSIDIARY", with respect to any Person, means (1)
any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act as such Regulation is in effect on the Issue Date and (2) any
Restricted Subsidiary of such Person that, when aggregated with all other
Restricted Subsidiaries of such Person that are not otherwise Significant
Subsidiaries and as to which any event described in clause (f) or (g) of Section
6.1 hereof has occurred and is continuing, would constitute a Significant
Subsidiary under clause (1) of this definition.

                "SUBORDINATED INDEBTEDNESS" means Indebtedness of Holdings, the
Issuers or any Subsidiary Guarantor that is subordinated or junior in right of
payment to the Notes or such Guarantee, as the case may be.

                "SUBSIDIARY", with respect to any Person, means:

                (1)     any corporation of which the outstanding Capital Stock
        having at least a majority of the votes entitled to be cast in the
        election of directors under ordinary circumstances shall at the time be
        owned, directly or indirectly, by such Person or one or more
        Subsidiaries of such Person (or any combination thereof); or

                (2)     any other Person of which at least a majority of the
        voting interest under ordinary circumstances is at the time, directly or
        indirectly, owned by such Person or one or more Subsidiaries of such
        Person (or any combination thereof).

                "SUBSIDIARY GUARANTOR" means: (i) each of Holdings' Domestic
Restricted Subsidiaries (other than the Issuers) as of the Issue Date; and (ii)
each of Holdings' Domestic Restricted Subsidiaries that in the future executes a
supplemental indenture in which such Restricted Subsidiary agrees to be bound by
the terms of this Indenture as a Subsidiary Guarantor; PROVIDED that any Person
constituting a Subsidiary Guarantor as described above shall cease to constitute
a Subsidiary Guarantor when its respective Guarantee is released in accordance
with the terms of this Indenture.

                                      -18-


                "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA; PROVIDED that in the event the Trust Indenture Act of 1939 is
amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                "TRANSFER RESTRICTED SECURITY" means a Note that is a restricted
security as defined in Rule 144(a)(3) under the Securities Act.

                "TRUSTEE" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter means the successor serving hereunder.

                "UNRESTRICTED SUBSIDIARY" of any Person means:

                (1)     any Subsidiary of such Person that at the time of
        determination shall be or continue to be designated an Unrestricted
        Subsidiary by the Board of Directors of such Person in the manner
        provided below; and

                (2)     any Subsidiary of an Unrestricted Subsidiary.

                The Board of Directors may designate any Subsidiary (other than
any Issuer) (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, Holdings or any other Restricted
Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so
designated; PROVIDED that:

                (1)     Holdings certifies to the Trustee that such designation
        complies with Section 4.7 hereof; and

                (2)     each Subsidiary to be so designated and each of its
        Subsidiaries has not at the time of designation, and does not
        thereafter, create, incur, issue, assume, guarantee or otherwise become
        directly or indirectly liable with respect to any Indebtedness pursuant
        to which the lender has recourse to any of the assets of Holdings or any
        of its Restricted Subsidiaries.

                For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
4.7 hereof, the portion of the fair market value of the net assets of such
Subsidiary of Holdings at the time that such Subsidiary is designated as an
Unrestricted Subsidiary that is represented by the interest of Holdings and its
Restricted Subsidiaries in such Subsidiary, in each case as determined in good
faith by the Board of Directors of Holdings, or, with respect to any Restricted
Subsidiary acquired or created after the Issue Date, if less, the amount of the
value of the Investment in such Subsidiary when made, shall be deemed to be an
Investment. Such designation will be permitted only if such Investment would be
permitted at such time under Section 4.7 hereof.

                The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary only if:

                (1)     immediately after giving effect to such designation,
        Holdings is able to incur at least $1.00 of additional Indebtedness
        (other than Permitted Indebtedness) in compliance with Section 4.9
        hereof; and

                (2)     immediately before and immediately after giving effect
        to such designation, no Default or Event of Default shall have occurred
        and be continuing.

                Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

                                      -19-


                Holdings may not designate either of the Issuers as an
Unrestricted Subsidiary.

                "U.S. GOVERNMENT SECURITIES" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Securities or a specific payment of interest
on or principal of any such U.S. Government Securities held by such custodian
for the account of the holder of a depository receipt; PROVIDED that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Securities or the specific
payment of interest on or principal of the U.S. Government Securities evidenced
by such depository receipt.

                "U.S. PERSON" means any U.S. Person as defined in Regulation S.

                "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

                "WHOLLY OWNED RESTRICTED SUBSIDIARY" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

                "WHOLLY OWNED SUBSIDIARY" of any Person means any Subsidiary of
such Person of which all the outstanding securities which confer on the holders
thereof the right to elect directors or their functional equivalents (other than
in the case of a foreign Subsidiary, directors' qualifying shares or an
immaterial amount of shares required to be owned by other Persons pursuant to
applicable law) are owned by such Person or any Wholly Owned Subsidiary of such
Person.

Section 1.2.    OTHER DEFINITIONS.



                 Term                                                        Defined in Section
                 ----                                                        ------------------
                                                                                 
                 "Affiliate Transaction"............................                4.11
                 "Agent Members"....................................                 2.6
                 "Certificated Notes"...............................                 2.1
                 "Change of Control Offer"..........................                4.15
                 "Change of Control Offer Period"...................                 3.9
                 "Covenant Defeasance"..............................                 8.3
                 "Event of Default".................................                 6.1
                 "Excluded Sale and Leaseback Transactions".........                4.10
                 "Foreign Person"...................................                 2.6
                 "Global Notes".....................................                 2.1
                 "incur"............................................                 4.9
                 "Institutional Accredited Investors"...............                 2.1
                 "Legal Defeasance".................................                 8.2
                 "Net Proceeds Offer"...............................                4.10
                 "Net Proceeds Offer Amount"........................                4.10
                 "Net Proceeds Offer Trigger Date"..................                4.10
                 "Notice of Acceleration"...........................                 6.2
                 "Offshore Certificated Notes"......................                 2.1
                 "Paying Agent".....................................                 2.3


                                      -20-




                 Term                                                        Defined in Section
                 ----                                                        ------------------
                                                                                 
                 "Permanent Regulation S Global Note"...............                 2.1
                 "Private Placement Legend".........................                 2.6
                 "Reference Date"...................................                 4.7
                 "Registrar"........................................                 2.3
                 "Regulation S Global Note".........................                 2.1
                 "Replacement Assets"...............................                4.10
                 "Restricted Payment"...............................                 4.7
                 "Restricted Payment Basket"........................                 4.7
                 "Rule 144A Global Note"............................                 2.1
                 "Special Redemption"...............................                 3.8
                 "Surviving Entity".................................                 5.1
                 "Temporary Regulation S Global Note"...............                 2.1
                 "U.S. Certificated Notes"..........................                 2.1


Section 1.3.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                The following TIA terms used in this Indenture have the
following meanings:

                "INDENTURE SECURITIES" means the Notes;

                "INDENTURE SECURITY HOLDER" means a Holder;

                "INDENTURE TO BE QUALIFIED" means this Indenture;

                "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee;

                "OBLIGOR" on the Notes means the Issuers and any successor
obligor upon the Notes.

                All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

Section 1.4.    RULES OF CONSTRUCTION.

                Unless the context otherwise requires:

                (a)     a term has the meaning assigned to it;

                (b)     an accounting term not otherwise defined has the meaning
        assigned to it in accordance with GAAP;

                (c)     "or" is not exclusive;

                (d)     words in the singular include the plural, and in the
        plural include the singular;

                (e)     provisions apply to successive events and transactions;
        and

                (f)     references to sections of or rules under the Securities
        Act, the Exchange Act and the TIA shall be deemed to include substitute,
        replacement and successor sections or rules adopted by the Commission
        from time to time.

                                      -21-


Section 1.5.    ACTS OF HOLDERS.

                (a)     Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuers. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Issuers, if made in the manner provided in this Section.

                (b)     The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by an officer of a corporation or a member of a
partnership, on behalf of such corporation or partnership, such certificate or
affidavit shall also constitute sufficient proof of his or her authority.

                (c)     The ownership of Notes shall be proved by the register
maintained by the Registrar.

                (d)     Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the Trustee or the Issuers in
reliance thereon, whether or not notation of such action is made upon such Note.

                                   ARTICLE II.

                                    THE NOTES

Section 2.1.    FORM AND DATING.

                The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage in addition to those set forth in Exhibit A hereto.
The Series B Notes shall be substantially in the form of Exhibit B hereto. The
notation on each Note relating to the Guarantees shall be substantially in the
form set forth on Exhibit C hereto. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

                The terms and provisions contained in the Notes and Guarantees
shall constitute, and are hereby expressly made, a part of this Indenture and
the Issuers, the Guarantors and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby.

                Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of a single permanent global Note in registered form,
substantially in the form set forth in Exhibit A (the "RULE 144A GLOBAL NOTE"),
deposited with the Trustee, as custodian for the Depositary or its nominee, duly
executed by the Issuers and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Section 2.6(h). The aggregate principal
amount of the Rule 144A Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

                Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form, substantially in the form set forth in Exhibit A (the
"TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian
for the Depositary or its nominee, duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided and shall bear the legend
set

                                      -22-


forth in Section 2.6(h). At any time following 40 days after the later of the
commencement of the offering of the Notes and the Issue Date, upon receipt by
the Trustee and the Issuers of a duly executed certificate substantially in the
form of Exhibit D(1) hereto, a single permanent Global Note in registered form
substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S
GLOBAL NOTE," and together with the Temporary Regulation S Global Note, the
"REGULATION S GLOBAL NOTE") duly executed by the Issuers and authenticated by
the Trustee as hereinafter provided shall be deposited with the Trustee, as
custodian for the Depositary or its nominee, and the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
Regulation S Global Note in an amount equal to the principal amount of the
beneficial interest in the Regulation S Global Note transferred.

                Notes offered and sold to institutional accredited investors (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("INSTITUTIONAL ACCREDITED INVESTORS") shall be issued in the form of permanent
U.S. Certificated Notes in registered form in substantially the form set forth
in Exhibit A (the "U.S. CERTIFICATED NOTES"). Securities issued pursuant to
Section 2.6 hereof in exchange for interests in the Rule 144A Global Note or the
Regulation S Global Note shall be in the form of permanent Certificated Notes in
registered form substantially in the form set forth in Exhibit A (the "OFFSHORE
CERTIFICATED Notes").

                The Offshore Certificated Notes and U.S. Certificated Notes are
sometimes collectively herein referred to as the "CERTIFICATED NOTES." The Rule
144A Global Note and the Regulation S Global Note are sometimes referred to
herein as the "GLOBAL NOTES."

Section 2.2.    EXECUTION AND AUTHENTICATION.

                Two Officers of each of the Issuers shall sign the Notes for the
Issuers by manual or facsimile signature.

                If an Officer whose signature is on a Note was an Officer at the
time of such execution but no longer holds that office or position at the time a
Note is authenticated, the Note shall nevertheless be valid. Each Guarantor
shall execute a Guarantee in the manner set forth in Section 11.7.

                A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                The Trustee, upon a written order of the Issuers signed by two
Officers of each of the Issuers, together with the other documents required by
Sections 13.4 and 13.5 hereof, shall authenticate (i) Series A Notes for
original issue on the Issue Date in the aggregate principal amount not to exceed
$150,000,000 and (ii) subject to Section 4.9 hereof, Additional Notes. The
Trustee, upon written order of the Issuers signed by two Officers of each of the
Issuers, together with the other documents required by Sections 13.4 and 13.5
hereof, shall authenticate Series B Notes; PROVIDED that such Series B Notes
shall be issuable only upon the valid surrender for cancellation of Series A
Notes of a like aggregate principal amount in accordance with the Exchange Offer
or an exchange offer specified in any registration rights agreement relating to
the Additional Notes. Such written order of the Issuers shall specify the amount
of Notes to be authenticated and the date on which the original issue of Notes
is to be authenticated. Any Additional Notes shall be part of the same issue as
the Notes being issued on the Issue Date and will vote on all matters as one
class with the Notes being issued on the Issue Date, including, without
limitation, waivers, amendments, redemptions, Change of Control Offers and Net
Proceeds Offers. For the purposes of this Indenture, except for Section 4.9
hereof, references to the Notes include Additional Notes, if any.

                The Trustee may appoint an authenticating agent acceptable to
the Issuers to authenticate Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Issuers or with any Affiliate of the Issuers.

Section 2.3.    REGISTRAR AND PAYING AGENT.

                The Issuers shall maintain an office or agency where Notes may
be presented or surrendered for registration of transfer or for exchange
("REGISTRAR") and an office or agency where Notes may be presented for

                                      -23-


payment ("PAYING AGENT"). The Registrar shall keep a register of the Notes and
of their transfer and exchange. At the option of the Issuers, payment of
interest and Additional Interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, PROVIDED that payment by
wire transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest and Additional
Interest (if any) on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Trustee or the Paying
Agent. The Issuers may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Issuers may change
any Paying Agent or Registrar without notice to any Holder. The Issuers shall
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Issuers fail to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers
may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book-entry system maintained by the Depositary
(or its agent), and that ownership of a beneficial interest in the Note shall be
required to be reflected in a book entry.

                In the event that the Issuers are required to pay Additional
Interest to holders of Notes pursuant to the Registration Rights Agreement, the
Issuers will provide written notice ("Additional Interest Notice") to the
Trustee of their obligation to pay Additional Interest no later than fifteen
days prior to the proposed payment date for the Additional Interest, and the
Additional Interest Notice shall set forth the amount of Additional Interest to
be paid by the Issuers on such payment date. The Trustee shall not at any time
be under any duty or responsibility to any holder of Notes to determine the
Additional Interest, or with respect to the nature, extent, or calculation of
the amount of Additional Interest when made, or with respect to the method
employed in such calculation of the Additional Interest.

                The Issuers initially appoint the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes, until such time as the Trustee has resigned or a successor has
been appointed.

Section 2.4.    PAYING AGENTS TO HOLD MONEY IN TRUST.

                The Issuers shall require each Paying Agent other than the
Trustee to agree in writing that such the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal and of any premium, if any, interest and Additional
Interest, if any, on the Notes, and shall notify the Trustee of any default by
the Issuers in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Issuers at any time may require a Paying Agent to pay all money held by it
to the Trustee and account for any money disbursed. Upon payment over to the
Trustee, the Paying Agent (if other than an Issuer) shall have no further
liability for the money. If an Issuer acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent. Upon any bankruptcy or reorganization proceedings
relating to an Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.5.    HOLDER LISTS.

                The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Issuers shall furnish or cause the Registrar to
furnish to the Trustee at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders of Notes, and the Issuers shall otherwise comply
with TIA Section 312(a).

Section 2.6.    TRANSFER AND EXCHANGE.

                (a)     TRANSFER AND EXCHANGE GENERALLY: BOOK ENTRY PROVISIONS.
Upon surrender for registration of transfer of any Note to the Registrar, and
satisfaction of the requirements for such transfer set forth in this Section
2.6, the Issuers shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated

                                      -24-


transferee or transferees, one or more new Notes of any authorized denominations
and of a like aggregate principal amount and bearing such restrictive legends as
may be required by this Indenture.

                Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Issuers
pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for
exchange, the Issuers shall execute, and the Trustee shall authenticate and
deliver, the Notes which the Holder making the exchange is entitled to receive
bearing registration numbers not contemporaneously outstanding.

                All Notes presented or surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuers and the Registrar,
and the Notes shall be duly executed by the Holder thereof or his attorney duly
authorized in writing. Except as otherwise provided in this Indenture, and in
addition to the requirements set forth in the legend referred to in Section
2.6(h)(i) hereof, in connection with any transfer of Transfer Restricted
Securities any request for transfer shall be accompanied by a certification to
the Trustee relating to the manner of such transfer substantially in the form of
Exhibit D(2) hereto.

                (b)     BOOK-ENTRY PROVISIONS FOR THE GLOBAL NOTES. The Rule
144A Global Note and Regulation S Global Note initially shall (i) be registered
in the name of the Depositary or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for the Depositary or its nominee and
(iii) bear legends as set forth in Section 2.6(h) hereof.

                Members of, or participants in, the Depositary ("AGENT MEMBERS")
shall have no rights under this Indenture with respect to any Rule 144A Global
Note or Regulation S Global Note, as the case may be, held on their behalf by
the Depositary, or the Trustee as its custodian, or under the Rule 144A Global
Note or Regulation S Global Note, as the case may be, and the Depositary may be
treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee
as the absolute owner of Rule 144A Global Note or Regulation S Global Note, as
the case may be, for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Issuers, the Trustee or any agent of the
Issuers or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a holder of any Note.

                Transfers of the Rule 144A Global Note and the Regulation S
Global Note shall be limited to transfers of such Rule 144A Global Note or
Regulation S Global Note in whole, but not in part, to the Depositary, its
successors or their respective nominees. Beneficial interests in the Rule 144A
Global Note and the Regulation S Global Note may be transferred in accordance
with the applicable rules and procedures of the Depositary and the provisions of
this Section 2.6. The registration of transfer and exchange of beneficial
interests in the Global Note, which does not involve the issuance of a
Certificated Note, shall be effected through the Depositary, in accordance with
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor. The Trustee shall have no responsibility
or liability for any act or omission of the Depositary.

                At any time at the request of the beneficial holder of an
interest in the Rule 144A Global Note or Permanent Regulation S Global Note to
obtain a Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in
accordance with the standing instructions and procedures existing between the
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount of
the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate,
to be reduced by the principal amount of the Certificated Note issued upon such
request to such beneficial holder and, following such reduction, the Issuers
will execute and the Trustee will authenticate and deliver to such beneficial
holder (or its nominee) a Certificated Note or Certificated Notes in the
appropriate aggregate principal amount in the name of such beneficial holder (or
its nominee) and bearing such restrictive legends as may be required by this
Indenture.

                                      -25-


                (c)     TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person as defined under Regulation S, a "FOREIGN PERSON"):

                (i)     the Registrar shall register the transfer of any Note,
        whether or not such Note bears the Private Placement Legend, if (x) (A)
        the requested transfer is at least two years after the later of the
        Issue Date of the Notes and (B) the proposed transferee has certified to
        the Registrar that the requested transfer is at least two years after
        last date on which such Note was held by an Affiliate of the Issuers, or
        (y) the proposed transferee has delivered to the Registrar (A) a
        certificate substantially in the form of Exhibit E hereto and (B) such
        certifications, legal opinions and other information as the Trustee and
        the Issuers may reasonably request to confirm that such transaction is
        in compliance with the Securities Act; and

                (ii)    if the proposed transferor is an Agent Member holding a
        beneficial interest in the Global Note, upon receipt by the Registrar of
        (x) the documents, if any, required by clause (i) and (y) instructions
        given in accordance with the Depositary's and the Registrar's
        procedures, the Registrar shall reflect on its books and records the
        date and a decrease in the principal amount of the Global Note in an
        amount equal to the principal amount of the beneficial interest in the
        Global Note to be transferred, and the Issuers shall execute, and the
        Trustee shall authenticate and deliver, one or more Certificated Notes
        of like tenor and amount.

                (d)     TRANSFERS TO QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                (i)     if the Note to be transferred consists of Certificated
        Notes or an interest in the Regulation S Global Note, the Registrar
        shall register the transfer if such transfer is being made by a proposed
        transferor who has checked the box provided for on a certificate
        substantially in the form of Exhibit D(2) stating, or has otherwise
        advised the Issuers and the Registrar in writing, that the sale has been
        made in compliance with the provisions of Rule 144A to a transferee who
        is a QIB within the meaning of Rule 144A and is aware that the sale to
        it is being made in reliance on Rule 144A; and

                (ii)    if the proposed transferee is an Agent Member, and the
        Note to be transferred consists of Certificated Notes or an interest in
        the Regulation S Global Note, upon receipt by the Registrar of the
        documents referred to in clause (i) and instructions given in accordance
        with the Depositary's and the Registrar's procedures, the Registrar
        shall reflect on its books and records the date and an increase in the
        principal amount of the Rule 144A Global Note in an amount equal to the
        principal amount of the Certificated Notes or the interest in the
        Regulation S Global Note, as the case may be, to be transferred, and the
        Trustee shall cancel the Certificated Notes or decrease the amount of
        the Regulation S Global Note so transferred.

                (e)     TRANSFERS OF INTERESTS IN THE TEMPORARY REGULATION S
GLOBAL NOTE. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                (i)     the Registrar shall register the transfer of an interest
        in the Temporary Regulation S Global Note if (x) the proposed transferor
        has delivered to the Registrar a certificate substantially in the form
        of Exhibit F hereto stating, among other things, that the proposed
        transferee is a Foreign Person or (y) the proposed transferee is a QIB
        and the proposed transferor has checked the box provided for on a
        certificate substantially in the form of Exhibit D(2) stating, or has
        otherwise advised the Issuers and the Registrar in writing, that the
        sale has been made in compliance with the provisions of Rule 144A to a
        transferee who is a QIB within the meaning of Rule 144A, and is aware
        that the sale to it is being made in reliance on Rule 144A; and

                (ii)    if the proposed transferee is an Agent Member, upon
        receipt by the Registrar of the documents referred to in clause (i)(y)
        above and instructions given in accordance with the Depositary's and the
        Registrar's procedures, the Registrar shall reflect on its books and
        records the date and an increase in

                                      -26-


        the principal amount of the Rule 144A Global Note in an amount equal to
        the principal amount of the Temporary Regulation S Global Note to be
        transferred, and the Trustee, as Note Custodian, shall decrease the
        amount of the Temporary Regulation S Global Note.

                (f)     TRANSFERS TO FOREIGN PERSONS. The following provisions
shall apply with respect to any transfer of a Transfer Restricted Security to a
Foreign Person:

                 (i)    the Registrar shall register any proposed transfer of a
        Note to a Foreign Person upon receipt of a certificate substantially in
        the form of Exhibit F hereto from the proposed transferor and such
        certifications, legal opinions and other information as the Trustee or
        the Issuers may reasonably request; and

                (ii)    (a) if the proposed transferor is an Agent Member
        holding a beneficial interest in the Rule 144A Global Note or the Note
        to be transferred consists of Certificated Notes, upon receipt by the
        Registrar of (x) the documents, if any, required by paragraph (i) and
        (y) instructions in accordance with the Depositary's and the Registrar's
        procedures, the Registrar shall reflect on its books and records the
        date and a decrease in the principal amount of the Rule 144A Global Note
        in an amount equal to the principal amount of the beneficial interest in
        the Rule 144A Global Note or cancel the Certificated Notes, as the case
        may be, to be transferred, and (b) if the proposed transferee is an
        Agent Member, upon receipt by the Registrar of instructions given in
        accordance with the Depositary's and the Registrar's procedures, the
        Registrar shall reflect on its books and records the date and an
        increase in the principal amount of the Regulation S Global Note in an
        amount equal to the principal amount of the Certificated Notes to be
        transferred, and the Trustee shall decrease the amount of the Rule 144A
        Global Note.

                (g)     THE DEPOSITARY. The Depositary shall be a clearing
agency registered under the Exchange Act. The Issuers initially appoint The
Depository Trust Company to act as Depositary with respect to the Global Note.
Initially, the Rule 144A Global Note and the Regulation S Global Note shall be
issued to the Depositary, registered in the name of Cede & Co., as the nominee
of the Depositary, and deposited with the Note Custodian for Cede & Co.

                Notes in Certificated form issued in exchange for all or a part
of a Global Note pursuant to this Section 2.6 shall be registered in such names
and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. Upon execution and authentication, the Trustee shall deliver such
Certificated Notes in Certificated form to the persons in whose names such Notes
in Certificated form are so registered.

                Certificated Notes shall be transferred to all beneficial owners
in exchange for their beneficial interests in the Rule 144A Global Note or the
Permanent Regulation S Global Note, as the case may be, if at any time:

                 (i)    the Depositary for the Notes notifies the Issuers that
        the Depositary is unwilling or unable to continue as Depositary for the
        Rule 144A Global Note or the Permanent Regulation S Global Note, as the
        case may be, and a successor Depositary is not appointed by the Issuers
        within 90 days after delivery of such notice; or

                (ii)    the Issuers, at their sole discretion, notify the
        Trustee in writing that they elect to cause the issuance of Certificated
        Notes under this Indenture,

and the Issuers shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver Certificated Notes in an aggregate principal amount equal to the
principal amount of the Rule 144A Global Note or the Permanent Regulation S
Global Note, as the case may be, in exchange for such Global Notes.

                (h)     LEGENDS.

                  (i)   Except as permitted by the following paragraphs (ii) and
(iii), each Note certificate evidencing Global Notes and Certificated Notes (and
all Notes issued in exchange therefor or substitution thereof) shall

                                      -27-


(x) be subject to the restrictions on transfer set forth in this Section 2.6
(including those set forth in the legend below) unless such restrictions on
transfer shall be waived by written consent of the Issuers, and the Holder of
each Transfer Restricted Security, by such Holder's acceptance thereof, agrees
to be bound by all such restrictions on transfer and (y) bear the legend set
forth below (the "PRIVATE PLACEMENT LEGEND"):

        THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
        AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
        OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
        OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF,
        THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
        BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS
        NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
        TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
        (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
        OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
        ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION OR ANY OF
        THEIR SUBSIDIARIES, (B) INSIDE THE UNITED STATES TO A QUALIFIED
        INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
        ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED
        IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN
        "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
        FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
        LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
        RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN
        BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED
        STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
        SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
        AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
        OPINION OF COUNSEL IF ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL
        CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO
        EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
        THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE
        WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE
        PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
        SUCH TRANSFER, FURNISH TO THE TRUSTEE, ADVANCED ACCESSORY SYSTEMS, LLC
        OR AAS CAPITAL CORPORATION SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
        INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
        TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
        TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
        "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
        REGULATION S UNDER THE SECURITIES ACT.

                 (ii)   Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a Global
Note) pursuant to Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act:

                (a)     in the case of any Transfer Restricted Security that is
        a Certificated Note, the Registrar shall permit the Holder thereof to
        exchange such Transfer Restricted Security for a Certificated Note that
        does not bear the legend set forth in (i) above and rescind any
        restriction on the transfer of such Transfer Restricted Security; and

                                      -28-


                (b)     in the case of any Transfer Restricted Security
        represented by a Global Note, such Transfer Restricted Security shall
        not be required to bear the legend set forth in (i) above, but shall
        continue to be subject to the provisions of Section 2.6(b) hereof;
        PROVIDED, HOWEVER, that with respect to any request for an exchange of a
        Transfer Restricted Security that is represented by a Global Note for a
        Certificated Note that does not bear the legend set forth in (i) above,
        which request is made in reliance upon Rule 144, the Holder thereof
        shall certify in writing to the Registrar that such request is being
        made pursuant to Rule 144 (such certifications to be substantially in
        the form of Exhibit D(2) hereto).

                (iii)   Notwithstanding the foregoing, upon consummation of the
Exchange Offer, the Issuers shall issue and, upon receipt of an authentication
order in accordance with Section 2.2 hereof, the Trustee shall authenticate
Series B Notes in exchange for Series A Notes accepted for exchange in the
Exchange Offer, which Series B Notes shall not bear the legend set forth in (i)
above, and the Registrar shall rescind any restriction on the transfer of such
Series A Notes, in each case unless the Issuers have notified the Registrar in
writing that the Holder of such Series A Notes is either (A) a broker-dealer,
(B) a Person participating in the distribution of the Series A Notes or (C) a
Person who is an affiliate (as defined in Rule 144A) of the Issuers.

                 (iv)   Each Global Note, whether or not a Transfer Restricted
Security, shall also bear the following legend on the face thereof:

        THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
        HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR
        A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT
        EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
        DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
        IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
        TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
        THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
        ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
        LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
        THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
        COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
        AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
        SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
        (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
        REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
        OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
        WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.

                  (v)   Any Global Note may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Indenture as may be required by the
Note Custodian, the Depositary or by the National Association of Securities
Dealers, Inc. in order for the Notes to be tradable on the PORTAL Market or
tradable on Euroclear or Clearstream or as may be required for the Notes to be
tradable on any other market developed for trading of securities pursuant to
Rule 144A or Regulation S under the Securities Act or required to comply with
any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange or automated quotation system upon which
the Notes may be listed or traded or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Notes are subject.

                (i)     CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in Global Notes have been exchanged for
Certificated Notes, redeemed, repurchased or canceled, all Global Notes shall be
returned to or retained and canceled by the Trustee in accordance with Section
2.11 hereof. At any time prior to such cancellation, if any beneficial interest
in a Global Note is exchanged for Certificated Notes, redeemed,

                                      -29-


repurchased or canceled, the principal amount of Notes represented by such
Global Notes shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or the Note Custodian, at the direction of the
Trustee, to reflect such reduction. In the event of any transfer of any
beneficial interest between the Rule 144A Global Note and the Regulation S
Global Note in accordance with the standing procedures and instructions between
the Depositary and the Note Custodian and the transfer restrictions set forth
herein, the aggregate principal amount of each of the Rule 144A Global Note and
the Regulation S Global Note shall be appropriately increased or decreased, as
the case may be, and an endorsement shall be made on each of the Rule 144A
Global Note and the Regulation S Global Note by the Trustee or the Note
Custodian, at the direction of the Trustee, to reflect such reduction or
increase.

                (j)     GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                   (i)  To permit registrations of transfers and exchanges, the
Issuers shall execute and the Trustee shall authenticate Certificated Notes and
Global Notes at the Registrar's request.

                  (ii)  No service charge shall be made to a Holder for any
registration of transfer, fee or exchange, but the Issuers may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.6
and 9.5 hereof).

                 (iii)  The Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

                  (iv)  All Certificated Notes and Global Notes issued upon any
registration of transfer or exchange of Certificated Notes or Global Notes shall
be the valid obligations of the Issuers, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Certificated Notes or Global
Notes surrendered upon such registration of transfer or exchange.

                   (v)   The Issuers shall not be required:

                (a)     to issue, to register the transfer of or to exchange
        Notes during a period beginning at the opening of business 15 days
        before the day of any selection of Notes for redemption under Section
        3.2 hereof and ending at the close of business on the day of selection;
        or

                (b)     to register the transfer of or to exchange any Note so
        selected for redemption in whole or in part, except the unredeemed
        portion of any Note being redeemed in part; or

                (c)     to register the transfer of or to exchange a Note
        between a record date and the next succeeding interest payment date.

                  (vi)  Prior to due presentment of the registration of a
transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of all payments with respect to such Notes, and none of the
Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

                 (vii)  The Trustee shall authenticate Certificated Notes and
Global Notes in accordance with the provisions of Section 2.2 hereof.

                (viii)  Each Holder of a Note agrees to indemnify the Issuers
and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder's Note in violation of any provision of
this Indenture and/or applicable United States federal or state securities law.

                  (ix)  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Agent Members or
beneficial owners

                                      -30-


of interests in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by the terms of, this Indenture, and
to examine the same to determine substantial compliance as to form with the
express requirements hereof.

Section 2.7.    REPLACEMENT NOTES.

                If any mutilated Note is surrendered to the Trustee or either of
the Issuers or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Issuers shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2 hereof,
shall authenticate a replacement Note if the Trustee's requirements for
replacement of Notes are met. An indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Issuers to protect the
Issuers, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Trustee and the Issuers each
may charge such Holder for their expenses in replacing such Note.

                Every replacement Note is an additional obligation of the
Issuers and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

Section 2.8.    OUTSTANDING NOTES.

                The Notes outstanding at any time are all the Notes that have
been authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee or the Note Custodian in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because an Issuer or any of its Affiliates holds the Note.

                If a Note is replaced pursuant to Section 2.7 hereof, it shall
cease to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser for value.

                If the principal amount of any Note is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                If the Paying Agent (other than an Issuer, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.9.    TREASURY NOTES.

                In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Issuers, the Guarantors or by any Affiliate thereof shall be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver of
consent, only Notes that a Responsible Officer of the Trustee actually knows are
so owned shall be so disregarded. The Issuers agree to notify the Trustee of the
existence of any such treasury Notes or Notes owned by an Issuer, any Guarantor
or an Affiliate thereof.

Section 2.10.   TEMPORARY NOTES.

                Until Certificated Notes are ready for delivery, the Issuers may
prepare and the Trustee, upon receipt of an authentication order in accordance
with Section 2.2 hereof, shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of Certificated Notes, but may have such
variations as the Issuers consider appropriate for temporary Notes and as shall
be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers
shall prepare and the Trustee shall authenticate Certificated Notes in exchange
for temporary Notes.

                Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                                      -31-


Section 2.11.   CANCELLATION.

                The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or Paying Agent, and
no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled
Notes in accordance with the Trustee's usual procedures. The Trustee shall
maintain a record of all canceled Notes. All cancelled Notes shall be delivered
to the Issuers. Subject to Section 2.7 hereof the Issuers may not issue new
Notes to replace Notes that have been paid or that have been delivered to the
Trustee for cancellation.

Section 2.12.   DEFAULTED INTEREST.

                If the Issuers default in a payment of interest on the Notes,
the Issuers shall pay the defaulted interest in any lawful manner PLUS, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1 hereof. The Issuers shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Issuers shall fix or cause
to be fixed each such special record date and payment date, PROVIDED that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Issuers (or, upon the written request of the Issuers, the Trustee in
the name and at the expense of the Issuers) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

Section 2.13.   PERSONS DEEMED OWNERS.

                Prior to due presentment of a Note for registration of transfer
and subject to Section 2.12 hereof, the Issuers, the Trustee, any Paying Agent,
any co-registrar and any Registrar may deem and treat the person in whose name
any Note shall be registered upon the register of Notes kept by the Registrar as
the absolute owner of such Note (whether or not such Note shall be overdue and
notwithstanding any notation of the ownership or other writing thereon made by
anyone other than the Issuers, any co-registrar or any Registrar) for the
purpose of receiving all payments with respect to such Note and for all other
purposes, and none of the Issuers, the Trustee, any Paying Agent, any
co-registrar or any Registrar shall be affected by any notice to the contrary.

Section 2.14.   CUSIP NUMBERS.

                The Issuers in issuing the Notes may use a "CUSIP" number, and
if so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; PROVIDED that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Issuers shall promptly notify the Trustee of any change to the CUSIP
numbers.

Section 2.15.   DESIGNATION.

                The Indebtedness evidenced by the Notes and the Guarantees is
hereby irrevocably designated as "Senior Indebtedness" as defined and for
purposes of the Securities Purchase Agreement and as "senior indebtedness" or
such other term denoting seniority for the purposes of any other existing or
future Indebtedness of an Issuer or a Guarantor, as the case may be, which such
Issuer or such Guarantor, as the case may be, makes subordinate to any senior
(or such other term denoting seniority) indebtedness of such Person.

                                      -32-


                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.    NOTICES TO TRUSTEE.

                If the Issuers elect to redeem Notes pursuant to the provisions
of Section 3.7 or 3.8 hereof, they shall furnish to the Trustee, at least 30
days but not more than 60 days before the Redemption Date (unless a shorter
notice period shall be satisfactory to the Trustee), an Officers' Certificate
setting forth the Section of this Indenture pursuant to which the redemption
shall occur, the Redemption Date, the principal amount of Notes to be redeemed
and the Redemption Price.

                If the Issuers are required to offer to repurchase Notes
pursuant to the provisions of Section 4.10 or 4.15 hereof, it shall notify the
Trustee in writing, at least 45 days but not more than 60 days before the
Purchase Date, of the Section of this Indenture pursuant to which the repurchase
shall occur, the Purchase Date, the principal amount of Notes required to be
repurchased and the Purchase Price and shall furnish to the Trustee an Officers'
Certificate to the effect that (a) the Issuers are required to make or has made
a Net Proceeds Offer or a Change of Control Offer, as the case may be, and (b)
the conditions set forth in Section 4.10 or 4.15 hereof, as the case may be,
have been satisfied.

                If the Registrar is not the Trustee, the Issuers shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

Section 3.2.    SELECTION OF NOTES.

                Except as set forth below, if less than all of the Notes are to
be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, if the Notes are
not then listed on a national securities exchange, on a PRO RATA basis, by lot
or by such method as the Trustee shall deem fair and appropriate. In the event
of partial redemption by lot, the particular Notes or portions thereof to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

                If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10 hereof, the Trustee shall select the
Notes or portions thereof to be repurchased in compliance with Section 4.10. In
the event of partial repurchase by lot, the particular Notes or portions thereof
to be repurchased shall be selected at the close of business of the last
Business Day prior to the Purchase Date. If less than all of the Notes tendered
are to be repurchased pursuant to the provisions of Section 3.8 hereof, the
Trustee shall select the Notes only on a PRO RATA basis or on as nearly a PRO
RATA basis as is practicable (subject to DTC procedures), unless such method is
otherwise prohibited.

                The Trustee shall promptly notify the Issuers in writing of the
Notes or portions thereof selected for redemption or repurchase and, in the case
of any Note selected for partial redemption or repurchase, the principal amount
thereof to be redeemed or repurchased. Notes and portions thereof selected shall
be in amounts of $1,000 or integral multiples of $1,000; except that if all of
the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes
held by such Holder, even if not a multiple of $1,000, shall be redeemed. No
Notes of a principal amount of $1,000 or less shall be redeemed in part.

Section 3.3.    NOTICE OF OPTIONAL OR SPECIAL REDEMPTION.

                In the event Notes are to be redeemed pursuant to Section 3.7 or
3.8 hereof, at least 30 days but not more than 60 days before the Redemption
Date, the Issuers shall mail a notice of redemption to each Holder whose Notes
are to be redeemed in whole or in part, with a copy to the Trustee.

                                      -33-


                The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) and shall state:

                (a)     the Redemption Date;

                (b)     the Redemption Price;

                (c)     if any Note is being redeemed in part, the portion of
        the principal amount of such Note to be redeemed and that, after the
        Redemption Date, upon surrender of such Note, a new Note or Notes in
        principal amount equal to the unredeemed portion will be issued;

                (d)     the name and address of the Paying Agent;

                (e)     that Notes called for redemption must be surrendered to
        the Paying Agent to collect the Redemption Price, Additional Interest,
        if any, and, unless the Redemption Date is after a record date and or
        before the succeeding interest payment date, accrued interest thereon to
        the Redemption Date;

                (f)     that, unless the Issuers default in making the
        redemption payment, interest and any Additional Interest on Notes called
        for redemption will cease to accrue on and after the Redemption Date,
        and the only remaining right of the Holders of such Notes is to receive
        payment of the Redemption Price, any Additional Interest and, unless the
        Redemption Date is after a record date and on or before the succeeding
        interest payment date, accrued interest thereon to the Redemption Date
        upon surrender to the Paying Agent of the Notes redeemed;

                (g)     if fewer than all the Notes are to be redeemed, the
        identification of the particular Notes (or portions thereof) to be
        redeemed, as well as the aggregate principal amount of the Notes to be
        redeemed and the aggregate principal amount of Notes to be outstanding
        after such partial redemption;

                (h)     the paragraph of the Notes pursuant to which the Notes
        called for redemption are being redeemed; and

                (i)     that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes and that reliance may be placed only on the other
        identification numbers printed on the Notes.

                At the Issuers' request, the Trustee shall give the notice of
redemption in the Issuers' name and at their expense; PROVIDED that the Issuers
shall deliver to the Trustee, at least 40 days prior to the Redemption Date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.4.    EFFECT OF NOTICE OF REDEMPTION.

                Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, PLUS Additional Interest, if any,
and accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the
close of business on the relevant record date for the payment of such
installment of interest.

Section 3.5.    DEPOSIT OF REDEMPTION PRICE OR PURCHASE PRICE.

                On or before 10:00 a.m. Eastern Time on each Redemption Date or
Purchase Date, the Issuers shall irrevocably deposit with the Trustee or with
the Paying Agent money sufficient to pay the aggregate amount due on all Notes
to be redeemed or repurchased on that date, including without limitation any
accrued and unpaid interest and Additional Interest, if any, to the Redemption
Date or Repurchase Date. Upon written request by the

                                      -34-


Issuers, the Trustee or the Paying Agent shall promptly return to the Issuers
any money not required for that purpose.

                Unless the Issuers default in making such payment, interest and
any Additional Interest on the Notes to be redeemed or repurchased will cease to
accrue on the applicable Redemption Date or Purchase Date, whether or not such
Notes are presented for payment. If any Note called for redemption shall not be
so paid upon surrender because of the failure of the Issuers to comply with the
preceding paragraph, interest will be paid on the unpaid principal, from the
applicable Redemption Date or Purchase Date until such principal is paid, and on
any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.1 hereof.

Section 3.6.    NOTES REDEEMED OR REPURCHASED IN PART.

                Upon surrender of a Note that is redeemed or repurchased in
part, the Issuers shall issue and the Trustee shall authenticate for the Holder
at the expense of the Issuers a new Note equal in principal amount to portion of
the Note surrendered that is not to be redeemed or repurchased.

Section 3.7.    OPTIONAL REDEMPTION.

                The Issuers may redeem any or all of the Notes at any time on or
after June 15, 2007 at the Redemption Prices set forth in the Notes (an
"OPTIONAL REDEMPTION"). Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.8.    SPECIAL REDEMPTION.

                In the event of one or more Public Equity Offerings are
completed on or before June 15, 2006, the Issuers, at their option, may use the
net cash proceeds from any such Public Equity Offering to redeem up to 35% of
the original principal amount of the Notes (a "SPECIAL REDEMPTION") at a
Redemption Price of 110.750% of the principal amount thereof, together with
accrued and unpaid interest and Additional Interest, if any, to the date of
redemption; PROVIDED, HOWEVER, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after each such Special
Redemption; and PROVIDED, FURTHER, that such Special Redemption shall occur
within 90 days after the date of the closing of the applicable Public Equity
Offering. Any redemption pursuant to this Section 3.8 shall be made pursuant to
the provisions of Sections 3.1 through 3.6 hereof.

Section 3.9.    REPURCHASE UPON CHANGE OF CONTROL OFFER.

                In the event that, pursuant to Section 4.15 hereof, the Issuers
shall be required to commence a Change of Control Offer, it shall follow the
procedures specified below.

                The Change of Control Offer shall remain open for a period from
the date of the mailing of the notice of the Change of Control Offer described
in the next paragraph until a date determined by the Issuers which is at least
30 but no more than 45 days from the date of mailing of such notice and no
longer, except to the extent that a longer period is required by applicable law
(the "CHANGE OF CONTROL OFFER PERIOD"). On the Purchase Date, which shall be no
later than the last day of the Change of Control Offer Period, the Issuers shall
purchase the principal amount of Notes properly tendered in response to the
Change of Control Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

                Within 30 days following any Change of Control, the Issuers
shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Change of Control Offer. The
Change of Control Offer shall be made to all Holders. The notice, which shall
govern the terms of the Change of Control Offer, shall state:

                (a)     the transaction or transactions that constitute the
        Change of Control, providing information, to the extent publicly
        available, regarding the Person or Persons acquiring control, and
        stating that the Change of Control Offer is being made pursuant to this
        Section 3.9 and Section 4.15 hereof and that, to the extent lawful, all
        Notes tendered will be accepted for payment;

                                      -35-


                (b)     the Purchase Price, the last day of the Change of
        Control Offer Period, and the Purchase Date;

                (c)     that any Note not properly tendered or otherwise not
        accepted for repurchase will continue to accrue interest and Additional
        Interest, if any;

                (d)     that, unless the Issuers default in the payment of the
        amount due on the Purchase Date, all Notes or portions thereof accepted
        for repurchase pursuant to the Change of Control Offer shall cease to
        accrue interest and Additional Interest, if any, after the Purchase
        Date;

                (e)     that Holders electing to have any Notes purchased
        pursuant to the Change of Control Offer will be required to tender the
        Notes, with the form entitled Option of Holder To Elect Purchase on the
        reverse of the Notes completed, or transfer by book-entry transfer, to
        the Issuers, a Depositary, if appointed by the Issuers, or a Paying
        Agent at the address specified in the notice not later than the third
        Business Day preceding the Purchase Date;

                (f)     that Holders will be entitled to withdraw their election
        if the Issuers, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Change of Control Offer
        Period, a facsimile transmission or letter setting forth the name of the
        Holder, the principal amount of Notes delivered for repurchase, and a
        statement that such Holder is withdrawing his election to have the Notes
        redeemed in whole or in part; and

                (g)     that Holders whose Notes are being repurchased only in
        part will be issued new Notes equal in principal amount to the portion
        of the Notes tendered (or transferred by book-entry transfer) that is
        not to be repurchased, which portion must be equal to $1,000 in
        principal amount or an integral multiple thereof.

                On or before the Purchase Date, the Issuers shall to the extent
lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an
amount equal to the Purchase Price, together with accrued and unpaid interest
and Additional Interest, if any, thereon to the Purchase Date in respect of all
Notes or portions thereof so tendered and accepted for repurchase and (iii)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Issuers. The Paying Agent shall
promptly (but in any case not later than five days after the Purchase Date) mail
to each Holder of Notes so repurchased the amount due in connection with such
Notes, and the Issuers shall promptly issue a new Note, and the Trustee, upon
written request from the Issuers in the form of an Officers' Certificate shall
authenticate and mail or deliver (or cause to transfer by book entry) to each
relevant Holder a new Note, in a principal amount equal to any unpurchased
portion of the Notes surrendered to the Holder thereof; PROVIDED, that each such
new Note shall be in a principal amount of $l,000 or and integral multiple
thereof. The Issuers shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Purchase Date.

                If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
and Additional Interest, if any, in each case to the Purchase Date, shall be
paid to the Person in whose name a Note is registered at the close of business
on such record date, and no additional interest shall be payable to Holders
pursuant to the Change of Control Offer.

Section 3.10.   REPURCHASE UPON APPLICATION OF EXCESS PROCEEDS.

                In the event that, pursuant to Section 4.10 hereof, the Issuers
shall be required to commence a Net Proceeds Offer, it shall follow the
procedures specified below.

                The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer. The Net Proceeds Offer shall be made to all Holders. Each Net Proceeds
Offer will be mailed to the record Holders as shown on the register of Holders
within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Inden-

                                      -36-


ture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash. A Net Proceeds Offer shall remain open for a period of 20
business days or such longer period as may be required by law. The notice, which
shall govern the terms of the Net Proceeds Offer, shall state:

                (a)     that the Net Proceeds Offer is being made pursuant to
        this Section 3.10 and Section 4.10 hereof;

                (b)     the Net Proceeds Offer Amount, the Purchase Price and
        the Purchase Date;

                (c)     that any Note not properly tendered or otherwise not
        accepted for repurchase shall continue to accrue interest and Additional
        Interest, if any;

                (d)     that, unless the Issuers default in the payment of the
        amount due on the Purchase Date, all Notes or portions thereof accepted
        for repurchase pursuant to the Net Proceeds Offer shall cease to accrue
        interest and Additional Interest, if any, after the Purchase Date;

                (e)     that Holders electing to have any Notes repurchased
        pursuant to any Net Proceeds Offer shall be required to tender the
        Notes, with the form entitled Option of Holder To Elect Purchase on the
        reverse of the Notes completed, or transfer by book-entry transfer, to
        the Issuers, a Depositary, if appointed by the Issuers, or a Paying
        Agent at the address specified in the notice prior to the close of
        business on the third Business Day preceding the Purchase Date;

                (f)     that Holders will be entitled to withdraw their election
        if the Issuers, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the Purchase Date, a facsimile transmission or
        letter setting forth the name of the Holder, the principal amount of the
        Notes delivered for repurchase and a statement that such Holder is
        withdrawing his election to have such Notes repurchased in whole or in
        part;

                (g)     that, to the extent Holders properly tender Notes and
        holders of Pari Passu Indebtedness properly tender such Indebtedness in
        an amount exceeding the Net Proceeds Offer Amount, the tendered Notes
        and Pari Passu Indebtedness will be purchased on a PRO RATA basis based
        on the aggregate amounts of Notes and Pari Passu Indebtedness tendered
        (and the Trustee shall select the tendered Notes of tendering Holders on
        a PRO RATA basis based on the amount of Notes tendered); and

                (h)     that Holders whose Notes are being repurchased only in
        part will be issued new Notes equal in principal amount to the portion
        of the Notes tendered (or transferred by book-entry transfer) that is
        not to be repurchased, which portion must be equal to $1,000 in
        principal amount or an integral multiple thereof.

                On or before the Purchase Date, the Issuers shall to the extent
lawful, (i) accept for payment, on a PRO RATA basis in accordance with this
Indenture to the extent necessary, the Net Proceeds Offer Amount of (A) Notes or
portions thereof properly tendered pursuant to the Net Proceeds Offer and (B)
properly tendered Pari Passu Indebtedness, or if less than the Net Proceeds
Offer Amount has been tendered, all Notes and Pari Passu Indebtedness properly
tendered, (ii) deposit with the Paying Agent an amount equal to the Purchase
Price, PLUS accrued and unpaid interest and Additional Interest, if any, thereon
to the Purchase Date in respect of all Notes or portions thereof so tendered and
accepted for repurchase and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Issuers. The Paying Agent shall promptly (but in any case not later than five
days after the Purchase Date) mail to each Holder of Notes so repurchased the
amount due in connection with such Notes, and the Issuers shall promptly issue a
new Note, and the Trustee, upon written request from the Issuers in the form of
an Officers' Certificate shall authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion to the
Holder thereof; PROVIDED, that each such new Note shall be in a principal amount
of $1,000 or an integral multiple thereof. The Issuers shall publicly announce
the results of the Net Proceeds Offer on or as soon as practicable after the
Purchase Date.

                                      -37-


                If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
and Additional Interest, if any, in each case to the Purchase Date, shall be
paid to the Person in whose name a Note is registered at the close of business
on such record date, and no additional interest shall be payable to Holders to
the Net Proceeds Offer.

                                   ARTICLE IV.

                                    COVENANTS

Section 4.1.    PAYMENT OF PRINCIPAL AND INTEREST.

                The Issuers shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest on the Notes on the dates,
in the amounts and in the manner provided herein and in the Notes. Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than an Issuer, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Issuers in immediately
available funds and designated for and sufficient to pay the aggregate amount
then due. The Issuers shall pay all Additional Interest, if any, on the dates,
in the amounts and in the manner set forth in the Registration Rights Agreement.

                The Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal, Redemption
Price and Purchase Price at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; the Issuers shall
also pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

Section 4.2.    MAINTENANCE OF OFFICE OR AGENCY.

                The Issuers shall maintain in the Borough of Manhattan, the City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Issuers shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the office of the
Trustee in the City of New York.

                The Issuers may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Issuers of their obligations to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Issuers shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                The Issuers hereby designate the office of the Trustee as one
such office or agency of the Issuers in accordance with Section 2.3 hereof. The
Trustee may resign such agency at any time by giving written notice to the
Issuers no later than 30 days prior to the effective date of such resignation.

Section 4.3.    REPORTS.

                Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding and prior to Holdings being
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, Holdings will deliver to the Trustee, within the time periods specified in
the Commission's rule and regulations,:

                                      -38-


                 (i)    all quarterly and annual financial information that
        would be required to be contained in a filing with the Commission on
        Forms 10-Q and 10-K if Holdings were required to file such Forms,
        including a "Management's Discussion and Analysis of Financial Condition
        and Results of Operations" that describes the financial condition and
        results of operations of Holdings and its consolidated Subsidiaries and,
        with respect to the annual financial statements only, a report thereon
        by Holdings' certified independent accountants; and

                (ii)    all current reports that would be required to be filed
        with the Commission on Form 8-K if Holdings were required to file such
        reports, in each case within the time periods specified in the
        Commission's rules and regulations.

                In addition, following the consummation of the Exchange Offer,
whether or not required by the rules and regulations of the Commission, Holdings
will file a copy of all such information and reports with the Commission for
public availability within the time periods specified in the Commission's rules
and regulations (unless the Commission will not accept such a filing). In
addition, Holdings has agreed that, for so long as any Notes remain outstanding,
it will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including Holdings' compliance with any of its covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Section 4.4.    COMPLIANCE CERTIFICATE.

                The Issuers shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a certificate from its principal executive officer,
principal financial officer or principal accounting officer further stating that
a review of the activities of the Issuers and the Guarantors during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Issuers and the Guarantors have
kept, observed, performed and fulfilled their respective obligations under this
Indenture in all material respects, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuers
and the Guarantors have kept, observed, performed and fulfilled each and every
covenant contained in this Indenture in all material respects and are not in
Default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (and, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default) of which he or she
may have knowledge, and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which, payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event.

                So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.3 above shall be accompanied by a
written statement of Holdings' independent public accountants (who shall be a
firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that any of the Issuers or
Guarantors has violated any provisions of Article IV or Article V hereof or, if
any such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                The Issuers shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer of an Issuer becoming aware
of any Default or Event of Default an Officers' Certificate specifying such
Default or Event of Default; PROVIDED that the Issuers shall provide such
Officers' Certificate at least annually whether or not any officer knows of any
Default or Event of Default.

Section 4.5.    TAXES.

                Holdings shall pay or discharge, and shall cause each of its
Subsidiaries to pay or discharge, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith

                                      -39-


and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.

Section 4.6.    STAY, EXTENSION AND USURY LAWS.

                Each of the Issuers covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and each of the
Issuers (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants it shall not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as
though such law has not been enacted.

Section 4.7.    LIMITATION ON RESTRICTED PAYMENTS.

                Holdings will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly,

                (1)     declare or pay any dividend or make any distribution on
        or in respect of shares of Capital Stock of Holdings or any Restricted
        Subsidiary to holders of such Capital Stock, other than (a) dividends or
        distributions payable in Qualified Capital Stock of Holdings and (b) in
        the case of a Restricted Subsidiary, dividends or distributions payable
        (i) in Qualified Capital Stock of such Restricted Subsidiary and (ii) to
        Holdings and to any other Restricted Subsidiary and PRO RATA dividends
        or distributions payable to minority stockholders of such Restricted
        Subsidiary;

                (2)     purchase, redeem or otherwise acquire or retire for
        value any Capital Stock of Holdings or any Restricted Subsidiary, other
        than such Capital Stock held by Holdings or any Restricted Subsidiary;

                (3)     make any principal payment on, purchase, defease,
        redeem, prepay, decrease or otherwise acquire or retire for value, prior
        to any scheduled final maturity, scheduled repayment or scheduled
        sinking fund payment, any Subordinated Indebtedness or make any cash
        interest payment with respect to the subordinated promissory notes
        issued pursuant to the Securities Purchase Agreement; or

                (4)     make any Investment (other than Permitted Investments)

        (each of the foregoing actions set forth in clauses (1), (2), (3) and
        (4) being referred to as a "RESTRICTED PAYMENT"), if at the time of such
        Restricted Payment or immediately after giving effect thereto,

                  (i)   a Default or an Event of Default shall have occurred and
        be continuing;

                 (ii)   Holdings is not able to incur at least $1.00 of
        additional Indebtedness (other than Permitted Indebtedness) in
        compliance with Section 4.9 hereof; or

                (iii)   the aggregate amount of Restricted Payments (including
        such proposed Restricted Payment) made subsequent to the Issue Date (the
        amount expended for such purposes, if other than in cash, being the fair
        market value of such property as determined in good faith by the Board
        of Directors of Holdings) shall exceed the sum (the "RESTRICTED PAYMENTS
        BASKET") of

                        (u)     50% of the cumulative Consolidated Net Income
                (or if cumulative Consolidated Net Income shall be a loss, minus
                100% of such loss) of Holdings earned from the Issue Date and
                ending on the date of such proposed Restricted Payment (the
                "REFERENCE DATE") (treating such period as a single accounting
                period); PLUS

                        (v)     100% of the aggregate net cash proceeds and 100%
                of the fair market value of property other than cash received by
                Holdings from any Person (other than a Restricted Subsidiary

                                      -40-


                of Holdings) from the issuance and sale subsequent to the Issue
                Date and on or prior to the Reference Date of Qualified Capital
                Stock of Holdings (but excluding (1) any debt security that is
                convertible into, or exchangeable for, Qualified Capital Stock
                and (2) any net cash proceeds from a Public Equity Offering to
                the extent used to redeem the Notes in compliance with the
                provisions set forth under Section 3.8 hereof); PLUS

                        (w)     without duplication of any amounts included in
                clause (iii)(v) above, 100% of the aggregate net cash proceeds
                of any equity contribution received by Holdings from a holder of
                Holdings' Capital Stock subsequent to the Issue Date and on or
                prior to the Reference Date (excluding any net cash proceeds
                from a Public Equity Offering to the extent used to redeem the
                Notes in compliance with the provisions set forth under Section
                3.8 hereof); PLUS

                        (x)     100% of the aggregate net cash proceeds received
                by Holdings or any of its Restricted Subsidiaries from any
                Person (other than a Restricted Subsidiary of Holdings) from the
                issuance and sale (subsequent to the Issue Date) of Indebtedness
                (including Disqualified Capital Stock) that has been converted
                into or exchanged for Qualified Capital Stock of Holdings,
                together with the aggregate cash received by Holdings at the
                time of such conversion or exchange and the amount of any
                accrued interest then outstanding on any such Indebtedness that
                is not paid in cash; PLUS

                        (y)     without duplication, the sum of

                                (1)     the aggregate amount paid in cash or
                        Cash Equivalents to Holdings or any Restricted
                        Subsidiary of Holdings on or with respect to Investments
                        (other than Permitted Investments) made subsequent to
                        the Issue Date whether through interest payments,
                        principal payments, dividends or other distributions or
                        payments;

                                (2)     the net cash proceeds received by
                        Holdings or any of its Restricted Subsidiaries from the
                        disposition of all or any portion of such Investments
                        (other than to a Restricted Subsidiary of Holdings); and

                                (3)     upon redesignation of an Unrestricted
                        Subsidiary as a Restricted Subsidiary, the fair market
                        value of such Subsidiary;

                PROVIDED, HOWEVER, that the sum of clauses (1), (2) and (3)
                above shall not exceed the aggregate amount of all such
                Investments made subsequent to the Issue Date; PLUS

                        (z)     $7.5 million.

                Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit

                (1)     the payment of any dividend (or other distribution or
        redemption) within 60 days after the date of declaration of such
        dividend or call for redemption if such payment would have been
        permitted on the date of declaration or call for redemption;

                (2)     the repurchase, redemption or other acquisition or
        retirement of any shares of Capital Stock of Holdings or any Restricted
        Subsidiary of Holdings, either (i) solely in exchange for shares of
        Qualified Capital Stock of Holdings or (ii) through the application of
        net proceeds of a substantially concurrent sale for cash (other than to
        a Restricted Subsidiary of Holdings) of shares of Qualified Capital
        Stock of Holdings;

                (3)     the payment of principal, the repurchase, retirement,
        redemption or other repayment of any Subordinated Indebtedness either
        (i) solely in exchange for shares of Qualified Capital Stock of
        Holdings, or (ii) through the application of net proceeds of a
        substantially concurrent sale for cash (other than to

                                      -41-


        a Restricted Subsidiary of Holdings) of (a) shares of Qualified Capital
        Stock of Holdings or (b) if no Default or Event of Default shall have
        occurred and be continuing, Refinancing Indebtedness;

                (4)     if no Default or Event of Default shall have occurred
        and be continuing, a Restricted Payment to pay for the repurchase of
        Capital Stock of Holdings or any of its direct or indirect parent
        corporations or limited liability companies from directors, officers or
        employees or former directors, officers or employees of Holdings or any
        of its Subsidiaries or their authorized representatives, estates or
        beneficiaries upon the death, disability or termination of employment of
        such employees, or termination of their seat on the Board of Directors
        of Holdings, or pursuant to the terms of any agreement under which such
        Capital Stock was issued in an aggregate amount not to exceed in any
        fiscal year $2.0 million PLUS up to $1.0 million of the unused amount
        permitted under this clause (4) for the immediately preceding fiscal
        year;

                (5)     the repurchase, redemption or other payment of any
        Subordinated Indebtedness in the event of a change of control in
        accordance with provisions similar to Section 4.15 hereof; PROVIDED
        that, prior to such repurchase, redemption or other payment, the Issuers
        have made the Change of Control Offer as provided in such covenant with
        respect to the Notes and prior to or concurrently with such redemption
        or other repayment have repurchased all Notes validly tendered for
        payment in connection with such Change of Control Offer;

                (6)     the payment or distribution, to dissenting holders of
        Capital Stock pursuant to applicable law, pursuant to or in connection
        with a consolidation, merger or transfer of assets that complies with
        the provisions of this Indenture applicable to mergers, consolidations
        and transfers of all or substantially all of the property and assets of
        Holdings or any of its Restricted Subsidiaries;

                (7)     Permitted Tax Distributions; and

                (8)     the declaration or payment of dividends on the Common
        Stock of Holdings following any Public Equity Offering of such Common
        Stock of up to 6% per annum of the net cash proceeds received by
        Holdings in all Public Equity Offerings.

                In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the second
preceding paragraph, amounts expended pursuant to clauses (1), (4), (5), (6) and
(8) of the immediately preceding paragraph shall be included in such
calculation. No issuance and sale of Qualified Capital Stock pursuant to clause
(2) or (3) of the immediately preceding paragraph shall increase the Restricted
Payments Basket, except to the extent the proceeds thereof exceed the amounts
used to effect the transactions described therein.

                For the purposes of determining compliance with this Section
4.7, the amount, if other than in cash, of any property referred to in clause
(iii)(v) above or any Restricted Payment shall be determined in good faith by
the Board of Directors of Holdings, whose determination shall be conclusive and
evidenced by a Board Resolution.

Section 4.8.    LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
                RESTRICTED SUBSIDIARIES.

                Holdings will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any such Restricted Subsidiary of Holdings to:

                (1)     pay dividends or make any other distributions on or in
        respect of its Capital Stock owned by Holdings or any Restricted
        Subsidiary of Holdings;

                (2)     make loans or advances to Holdings or any Restricted
        Subsidiary of Holdings that owns Capital Stock of such Restricted
        Subsidiary of Holdings or pay any Indebtedness or other obligation owed
        to Holdings or any other Restricted Subsidiary of Holdings that owns
        Capital Stock of such Restricted Subsidiary of Holdings; or

                                      -42-


                (3)     transfer any of its property or assets to Holdings or
        any other Restricted Subsidiary of Holdings that owns Capital Stock of
        such Restricted Subsidiary of Holdings, except for such encumbrances or
        restrictions existing under or by reason of

                (a)     applicable law;

                (b)     this Indenture, the Notes and the Guarantees;

                (c)     the Credit Agreement and the loan and security documents
        relating thereto;

                (d)     in the case of clause (3) above, (A) agreements or
        instruments that restrict in a customary manner the subletting,
        assignment or transfer of any property or asset that is a lease,
        license, conveyance or contract or similar property or asset, (B) any
        transfer of, agreement to transfer, option or right with respect to, or
        Lien on, any property or assets of Holdings, or any Restricted
        Subsidiary not otherwise prohibited by this Indenture or (C) provisions
        arising or agreed to in the ordinary course of business, not relating to
        any Indebtedness, that do not, individually or in the aggregate, detract
        from the value of property or assets of Holdings or any of its
        Restricted Subsidiaries in any manner material to Holdings or any of its
        Restricted Subsidiaries;

                (e)     any agreement or instrument governing Acquired
        Indebtedness, which encumbrance or restriction is not applicable to any
        Person, or the properties or assets of any Person, other than the Person
        or the properties or assets of the Person so acquired;

                (f)     agreements or instruments existing on the Issue Date to
        the extent and in the manner such encumbrances and restrictions are in
        effect on the Issue Date;

                (g)     an agreement that has been entered into for the sale or
        disposition of all or substantially all of the Capital Stock of, or
        property and assets of, any Restricted Subsidiary of Holdings or
        provisions with respect to the disposition or distribution of assets or
        property in joint venture agreements or other similar agreements or
        arrangements entered into in the ordinary course of business;

                (h)     provisions in agreements or instruments which prohibit
        the payment of dividends or the making of other distributions with
        respect to any class of Capital Stock of a Person other than on a PRO
        RATA basis;

                (i)     provisions in agreements or instruments relating to
        Purchase Money Indebtedness or Capitalized Lease Obligations incurred in
        compliance with Section 4.9 hereof that impose restrictions of the
        nature described in clause (3) above on the property acquired;

                (j)     restrictions on cash or other deposits imposed by
        customers under contracts or other arrangements entered into or agreed
        to in the ordinary course of business;

                (k)     restrictions on the ability of any Foreign Restricted
        Subsidiary to make dividends or other distributions resulting from the
        operation of reasonable financial covenants contained in documentation
        governing Indebtedness of such Subsidiary permitted under this
        Indenture;

                (l)     restrictions in other Indebtedness incurred in
        compliance with Section 4.9 hereof; PROVIDED that such restrictions,
        taken as a whole, are, in the good faith judgment of Holdings' Board of
        Directors, no more materially restrictive with respect to such
        encumbrances and restrictions than those contained in the existing
        agreements referenced in clauses (b), (c) and (f) above

                (m)     restrictions on the transfer of assets subject to any
        Lien permitted under this Indenture imposed by the holder of such Lien;
        or

                                      -43-


                (n)     an agreement governing Indebtedness incurred to
        Refinance the Indebtedness issued, assumed or incurred pursuant to an
        agreement referred to in clause (b), (e), (f), (i), (k) or (l) above;
        PROVIDED, HOWEVER, that the provisions relating to such encumbrance or
        restriction contained in any such Indebtedness are no less favorable to
        the Issuers in any material respect as determined by the Board of
        Directors of Holdings in their reasonable and good faith judgment than
        the provisions relating to such encumbrance or restriction contained in
        agreements referred to in such clause (b), (e), (f), (i), (k) or (l).

Nothing contained in this Section 4.8 shall prevent Holdings or any of its
Restricted Subsidiaries from creating, incurring, assuming or suffering to exist
any Liens otherwise permitted in Section 4.12 hereof.

Section 4.9.    LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

                (a)     Holdings will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "INCUR") any
Indebtedness (other than Permitted Indebtedness); PROVIDED, HOWEVER, that
Holdings, either Issuer or any Restricted Subsidiary of Holdings that is or,
upon such incurrence, becomes a Subsidiary Guarantor may incur Indebtedness
(including, without limitation, Acquired Indebtedness) and any Restricted
Subsidiary of Holdings that is not or will not, upon such incurrence, become a
Subsidiary Guarantor may incur Acquired Indebtedness, in each case, if on the
date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof and the application of the proceeds thereof, the Consolidated
Fixed Charge Coverage Ratio of Holdings is greater than 2.00 to 1.0 if such
Indebtedness is incurred on or prior to May 23, 2005 or 2.25 to 1.0 if such
Indebtedness is incurred thereafter.

                For purposes of determining compliance with this covenant, (i)
Acquired Indebtedness shall be deemed to have been incurred by Holdings or one
of its Restricted Subsidiaries, as the case may be, at the time an acquired
Person becomes such a Restricted Subsidiary (or is merged into Holdings or such
a Restricted Subsidiary) or at the time of the acquisition of assets, as the
case may be and (ii) the maximum amount of Indebtedness that Holdings and its
Restricted Subsidiaries may incur pursuant to this covenant shall not be deemed
to be exceeded, with respect to any outstanding Indebtedness, due solely to the
result of fluctuations in the exchange rates of currencies.

                (b)     Holdings will not, and will not permit either Issuer or
any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness
which by its terms (or by the terms of any agreement governing such
Indebtedness) is subordinated in right of payment to any other Indebtedness of
Holdings or such Issuer or Subsidiary Guarantor, as the case may be, unless such
Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate to the Notes or the applicable
Guarantee, as the case may be, to the same extent and in the same manner as such
Indebtedness is subordinated to other Indebtedness of Holdings or such Issuer or
Subsidiary Guarantor, as the case may be.

Section 4.10.   LIMITATION ON ASSET SALES.

                (A)     Holdings will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless

                (1)     Holdings or the applicable Restricted Subsidiary, as the
        case may be, receives consideration at the time of such Asset Sale at
        least equal to the fair market value of the assets sold or otherwise
        disposed of;

                (2)     at least 75% of the consideration received by Holdings
        or the Restricted Subsidiary, as the case may be, from such Asset Sale
        shall be in the form of cash or Cash Equivalents and is received at the
        time of such disposition; PROVIDED that (a) the amount of any
        Indebtedness or other liabilities of Holdings or any such Restricted
        Subsidiary (other than liabilities that are by their terms subordinated
        to the Notes or any Guarantee thereof) that are assumed by the
        transferee of any such assets and (b) the fair market value of any
        marketable securities, currencies, notes or other obligations received
        by Holdings or any such Restricted Subsidiary in exchange for any such
        assets that are promptly converted into cash or Cash

                                      -44-


        Equivalents within 180 days after the consummation of such Asset Sale
        (to the extent of cash received) shall be deemed to be cash for purposes
        of this provision; and

                (3)     upon the consummation of an Asset Sale, Holdings shall,
        subject to paragraph (B) below, apply, or cause such Restricted
        Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale
        within 365 days of receipt thereof either

                        (a)     to repay or prepay any Indebtedness under the
                Credit Agreement and, in the case of any such Indebtedness under
                any revolving credit facility, effect a permanent reduction in
                the availability under such revolving credit facility;

                        (b)     to make an Investment in properties and assets
                that replace the properties and assets that were the subject of
                such Asset Sale or in properties and assets that will be used,
                or Capital Stock of a Person engaged, in a Permitted Business
                ("REPLACEMENT ASSETS"); and/or

                        (c)     a combination of prepayment and investment
                permitted by the foregoing clauses (3)(a) and (3)(b).

                (B)     On the 366th day after an Asset Sale (a "NET PROCEEDS
OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not
been applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) above (each, a "NET PROCEEDS
OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to
allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all
Holders and, to the extent required by the terms of any Pari Passu Indebtedness,
an offer to purchase to all holders of such Pari Passu Indebtedness, on a
Purchase Date not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari
Passu Indebtedness) on a PRO RATA basis, that amount of Notes (and Pari Passu
Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased,
plus accrued and unpaid interest thereon, if any, to the date of purchase.

                (C)     If at any time any non-cash consideration received by
Holdings or any Restricted Subsidiary of Holdings, as the case may be, in
connection with any Asset Sale is converted into or sold or otherwise disposed
of for cash (other than interest received with respect to any such non-cash
consideration), then such conversion or disposition shall be deemed to
constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be
applied in accordance with this Section 4.10.

                (D)     The Issuers may defer the Net Proceeds Offer until there
is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of
$10.0 million resulting from one or more Asset Sales (at which time, the entire
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0
million, shall be applied as required pursuant to this Section 4.10).

                (E)     In the event of the transfer of substantially all (but
not all) of the property and assets of Holdings and its Restricted Subsidiaries
as an entirety to a Person in a transaction permitted under Article V hereof,
which transaction does not constitute a Change of Control, the successor
corporation shall be deemed to have sold the properties and assets of Holdings
and its Restricted Subsidiaries not so transferred for purposes of this
covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market value
of such properties and assets of Holdings or its Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this
covenant.

                (F)     With respect to any Permitted Sale and Leaseback
Transaction, (1) the reference to "365 days" in clause (A)(3) above shall mean
"545 days" and (2) the reference to the "366th day" in paragraph (B) above shall
mean the "546th day."

                (G)     To the extent that the aggregate value of Notes tendered
pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer Amount,
Holdings may use the remaining amounts for general corporate purposes. Upon
completion of such Net Proceeds Offer, the Net Proceeds Offer Amount will be
reset to zero.

                                      -45-


                (H)     Notwithstanding paragraphs (A) and (B) of this Section
4.10, Holdings and its Restricted Subsidiaries will be permitted to consummate
an Asset Sale without complying with such paragraphs to the extent that:

                 (i)    the consideration for such Asset Sale constitutes
        Replacement Assets; and

                (ii)    such Asset Sale is for fair market value;

PROVIDED that any cash or Cash Equivalents received by Holdings or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of paragraphs (A) and (B) of this Section 4.10.

                (I)     The Issuers will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations to
the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.10, Holdings shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached its obligations under this Section 4.10
by virtue thereof. The Net Proceeds Offer shall be made in compliance with the
applicable procedures set forth in Article III hereof and shall include all
instructions and materials necessary to enable Holders to tender their Notes.

Section 4.11.   LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.

                Holdings will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each, an "AFFILIATE
TRANSACTION"), other than (x) Affiliate Transactions permitted under the third
paragraph of this covenant and (y) Affiliate Transactions on terms that are no
less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of Holdings or such Restricted Subsidiary.

                All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of $2.5 million
shall be approved by the Board of Directors of Holdings or such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If Holdings or any
Restricted Subsidiary of Holdings enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate fair market value of more than $10.0 million, Holdings or such
Restricted Subsidiary, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to Holdings or the relevant Restricted
Subsidiary, as the case may be, from a financial point of view, issued by an
Independent Financial Advisor and file the same with the Trustee.

                The restrictions set forth in the first paragraph of this
Section 4.11 shall not apply to

                (1)     reasonable fees and compensation paid to and indemnity
        and reimbursement provided on behalf of, officers, directors, employees
        or consultants of Holdings or any Restricted Subsidiary of Holdings as
        determined in good faith by Holdings' Board of Directors or senior
        management;

                (2)     transactions exclusively between or among Holdings and
        any of its Restricted Subsidiaries or exclusively between or among such
        Restricted Subsidiaries;

                (3)     any agreement (other than the Management Agreement) as
        in effect as of the Issue Date or any amendment thereto or any
        transaction contemplated thereby (including pursuant to any amendment
        thereto) in any replacement agreement thereto so long as any such
        amendment or replacement agreement is not materially more
        disadvantageous to the Holders, taken as a whole, in any material
        respect than the original agreement as in effect on the Issue Date;

                                      -46-


                (4)     the payment to Castle Harlan, Inc. of management fees
        pursuant to and in accordance with the Management Agreement not to
        exceed the amount per year specified in the Management Agreement;
        PROVIDED that, in the event the full amount thereof is not paid in any
        year, the deficiency may cumulate; and PROVIDED that no Default or Event
        of Default shall have occurred and be continuing at the time of payment,
        may be paid together with the then current management fee for such
        subsequent year;

                (5)     Restricted Payments permitted by this Indenture;

                (6)     any employment, stock option, stock repurchase, employee
        benefit, compensation, business expense reimbursement, severance,
        termination or other employment-related agreements, arrangements or
        plans entered into by Holdings or any of its Restricted Subsidiaries in
        the ordinary course of business;

                (7)     loans or advances to employees or directors in the
        ordinary course of business of Holdings or any of its Restricted
        Subsidiaries to the extent permitted under this Indenture;

                (8)     any payments or other transactions pursuant to any
        tax-sharing agreement between Holdings and any other Person with which
        it files a consolidated tax return or with which Holdings is part of a
        consolidated group for tax purposes;

                (9)     any Affiliate Transaction which constitutes a Permitted
        Investment;

                (10)    any transaction on arm's length terms with
        non-Affiliates that become Affiliates as a result of such transaction;

                (11)    the issuance of Qualified Capital Stock of Holdings or
        any of its Restricted Subsidiaries; and

                (12)    transactions with customers, suppliers or purchasers or
        sellers of goods or services which are fair to Holdings and its
        Restricted Subsidiaries as determined by the Board of Directors of
        Holdings.

Section 4.12.   LIMITATION ON LIENS.

                Holdings will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens (other than Permitted Liens) of any kind
against or upon any property or assets of Holdings or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom unless

                (1)     in the case of Liens securing Subordinated Indebtedness,
        the Notes are secured by a Lien on such property, assets or proceeds
        that is senior in priority to such Liens; and

                (2)     in all other cases, the Notes are equally and ratably
        secured by a Lien on such property, assets, proceeds, income or profit.

                In the event that all Liens, the existence of any of which gives
rise to a Lien securing the Notes pursuant to the provisions of this Section
4.12, cease to exist, the Lien securing the Notes required by this Section 4.12
shall automatically be released and the Trustee shall execute appropriate
documentation.

Section 4.13.   CONTINUED EXISTENCE.

                Subject to Article V hereof, each of the Issuers and the
Guarantors shall do or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate or other existence in accordance
with the organizational documents (as the same may be amended from time to time)
of the Issuers or such Guarantor and (ii) the material rights (charter and
statutory), licenses and franchises of the Issuers or such Guarantor, except to
the

                                      -47-


extent that the applicable Board of Directors determines in good faith that the
preservation of such right, license or franchise is no longer necessary or
desirable in the conduct of the business of the Issuers or such Guarantor.

Section 4.14.   INSURANCE MATTERS.

                Holdings shall provide or cause to be provided, for itself and
each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of Holdings, are adequate and appropriate for the conduct of
the business of Holdings and its Restricted Subsidiaries in a prudent manner,
with reputable insurers or with the government of the United States of America
or an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be either (i) consistent with past practices of
Holdings or the applicable Restricted Subsidiary or (ii) customary, in the
reasonable, good faith opinion of Holdings, for corporations similarly situated
in the industry, unless the failure to provide such insurance (together with all
other such failures) would not have a material adverse effect on the financial
condition or results of operations of Holdings and its Restricted Subsidiaries,
taken as a whole.

Section 4.15.   OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Issuers to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes (a "CHANGE OF
CONTROL OFFER") at a Purchase Price in cash equal to 101% of the aggregate
principal amount thereof, together with accrued and unpaid interest and
Additional Interest, if any, thereon to the Purchase Date. The Change of Control
Offer shall be made in compliance with the applicable procedures set forth in
Article III hereof and shall include all instructions and materials necessary to
enable Holders to tender their Notes.

                The Issuers will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Issuers and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                The Issuers will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.15, the Issuers shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue hereof.

Section 4.16.   ADDITIONAL SUBSIDIARY GUARANTEES.

                If Holdings or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property to any Material Domestic Restricted Subsidiary that
is not an Issuer or a Subsidiary Guarantor, or if Holdings or any of its
Restricted Subsidiaries shall organize, acquire or otherwise invest in another
Material Domestic Restricted Subsidiary, then such transferee or acquired or
other Restricted Subsidiary shall execute and deliver to the Trustee a
supplemental indenture in form reasonably satisfactory to the Trustee pursuant
to which such Restricted Subsidiary shall unconditionally guarantee all of the
Issuers' obligations under the Notes and this Indenture on the terms set forth
in this Indenture. Thereafter, such Restricted Subsidiary shall be a Subsidiary
Guarantor for all purposes of this Indenture.

Section 4.17.   CONDUCT OF BUSINESS.

                Holdings and its Restricted Subsidiaries will not engage in any
business which is not a Permitted Business.

Section 4.18.   PAYMENTS FOR CONSENT.

                Neither Holdings nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement

                                      -48-


to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.19.   LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.

                Holdings will not permit any of its Restricted Subsidiaries that
are not Issuers or Subsidiary Guarantors to issue any Preferred Stock (other
than to Holdings or to a Wholly Owned Restricted Subsidiary of Holdings) or
permit any Person (other than Holdings or a Wholly Owned Restricted Subsidiary
of Holdings) to own any Preferred Stock of any Restricted Subsidiary of Holdings
that is not an Issuer or a Subsidiary Guarantor.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.    MERGER, CONSOLIDATION AND OR SALE OF ASSETS.

                None of Holdings or either Issuer will, in a single transaction
or series of related transactions, consolidate or merge with or into any Person,
or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or
permit any Restricted Subsidiary of Holdings to sell, assign, transfer, lease,
convey or otherwise dispose of) all or substantially all of the assets of
Holdings or the Company (determined on a consolidated basis for Holdings or the
Company, as the case may be) whether as an entirety or substantially as an
entirety to any Person unless

                (1)     either

                        (a)     Holdings or the Company, as the case may be,
                shall be the surviving or continuing Person; or

                        (b)     the Person (if other than Holdings or the
                Company) formed by such consolidation or into which Holdings or
                the Company, as the case may be, is merged or the Person which
                acquires by sale, assignment, transfer, lease, conveyance or
                other disposition the properties and assets of Holdings or the
                Company, as the case may be, and its Restricted Subsidiaries
                substantially as an entirety (the "SURVIVING ENTITY")

                                (x)     shall be a corporation or a partnership
                        or a limited liability company, in each case, organized
                        and validly existing under the laws of the United States
                        or any State thereof or the District of Columbia; and

                                (y)     shall expressly assume, by supplemental
                        indenture (in form and substance reasonably satisfactory
                        to the Trustee in all respects), executed and delivered
                        to the Trustee, the due and punctual payment of the
                        principal of, and premium, if any, and interest on all
                        of the Notes or the Obligations under the Holdings
                        Guarantee, as the case may be, and the performance of
                        every covenant of the Notes, this Indenture, the
                        Holdings Guarantee (in the case of Holdings) and the
                        Registration Rights Agreement on the part of Holdings or
                        the Company, as the case may be, to be performed or
                        observed; PROVIDED that at any time the Company or its
                        successor is a partnership or a limited liability
                        company, there shall be a co-issuer of the Notes that is
                        a corporation;

                (2)     except in the case of a consolidation or merger of
        Holdings or the Company, as the case may be, with or into a Wholly Owned
        Restricted Subsidiary of Holdings, or a sale, assignment, transfer,
        lease, conveyance or other disposition of all or substantially all of
        the assets of Holdings or the Company, as the case may be, to a Wholly
        Owned Restricted Subsidiary of Holdings, immediately after giving effect
        to such transaction and the assumption contemplated by clause (1)(b)(y)
        above (including giving effect to any Indebtedness (including Acquired
        Indebtedness) incurred or anticipated to be incurred in connection with
        or in respect of such transaction), Holdings or such Surviving Entity,
        as the case may be, shall be able

                                      -49-


        to incur at least $1.00 of additional Indebtedness (other than Permitted
        Indebtedness) pursuant to Section 4.9 hereof;

                (3)     immediately after giving effect to such transaction and
        the assumption contemplated by clause (1)(b)(y) above (including,
        without limitation, giving effect to any Indebtedness (including
        Acquired Indebtedness) incurred and any Lien granted in connection with
        or in respect of the transaction), no Default or Event of Default shall
        have occurred or be continuing; and

                (4)     Holdings or the Company or the Surviving Entity shall
        have delivered to the Trustee an Officers' Certificate and an Opinion of
        Counsel, each stating that such consolidation, merger, sale, assignment,
        transfer, lease, conveyance or other disposition and, if a supplemental
        indenture is required in connection with such transaction, such
        supplemental indenture comply with the applicable provisions of this
        Indenture and that all conditions precedent in this Indenture relating
        to such transaction have been satisfied.

                For purposes of the foregoing, (i) the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of Holdings or the Company, as the case may be, the
Capital Stock of which constitutes all or substantially all of the properties
and assets of Holdings or the Company, as the case may be, shall be deemed to be
the transfer of all or substantially all of the properties and assets of
Holdings or the Company, as the case may be, and (ii) Holdings or the Company,
as the case may be, if surviving, will be automatically discharged from all of
its Obligations under this Indenture and the Notes or the Holdings Guarantee, as
applicable, so long as the requirements set forth above are satisfied.

                Upon any consolidation, combination or merger or any transfer of
all or substantially all of the assets of Holdings or the Company, as the case
may be, in accordance with the foregoing, in which Holdings or the Company, as
the case may be, is not the continuing corporation, the Surviving Entity formed
by such consolidation or into which Holdings or the Company, as the case may be,
is merged or to which such conveyance, lease or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, Holdings
or the Company, as the case may be, under this Indenture and the Notes or the
Holdings Guarantee, as applicable, with the same effect as if such Surviving
Entity had been named as such.

                Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Guarantee is to be released in accordance with the terms of the Guarantee
and this Indenture in connection with any transaction complying with the
provisions of Section 4.10 hereof) will not, and Holdings will not cause or
permit any Subsidiary Guarantor to, consolidate with or merge with or into any
Person other than Holdings, the Company or any other Subsidiary Guarantor unless

                (1)     the entity formed by or surviving any such consolidation
        or merger (if other than Holdings, the Company or the Subsidiary
        Guarantor) or to which such sale, lease, conveyance or other disposition
        shall have been made is a corporation organized and existing under the
        laws of the United States or any State thereof or the District of
        Columbia;

                (2)     such entity assumes by supplemental indenture all of the
        obligations of the Subsidiary Guarantor under its Guarantee, this
        Indenture and the Registration Rights Agreement;

                (3)     immediately after giving effect to such transaction, no
        Default or Event of Default shall have occurred and be continuing; and

                (4)     immediately after giving effect to such transaction and
        the use of any net proceeds therefrom on a PRO FORMA basis, Holdings
        could satisfy the provisions of clause (2) of the first paragraph of
        this Section 5.1.

                Any merger or consolidation, or sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
property or assets, (a) of the Company or a Subsidiary Guarantor with and into
Holdings or the Company (with Holdings or the Company, as the case may be, being
the surviving entity) or another

                                      -50-


Subsidiary Guarantor that is a Wholly Owned Restricted Subsidiary of Holdings or
(b) of Holdings with an Affiliate incorporated solely for the purpose of
reincorporating Holdings in another jurisdiction in the United States or any
state thereof or the District of Columbia, need only comply with clause (4) of
the first paragraph of this Section 5.1.

Section 5.2.    SUCCESSOR CORPORATION SUBSTITUTED.

                Upon any consolidation or merger, or any sale, lease, conveyance
or other disposition of all or substantially all of the assets of Holdings or
the Company, as the case may be, in accordance with Section 5.1 hereof, the
Surviving Entity shall succeed to and be substituted for, and may exercise every
right and power of, Holdings or the Company, as the case may be, under this
Indenture with the same effect as if such Surviving Entity had been named as
Holdings or the Company, as the case may be, herein; PROVIDED, HOWEVER, that the
predecessor Company shall not be relieved from the obligation to pay the
principal, Purchase Price or Redemption Price of or interest or Additional
Interest, if any, on the Notes except in the case of a sale of all of the
Company's assets that meets the requirements of Section 5.1 hereof.

                                   ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.    EVENTS OF DEFAULT.

                Each of the following constitutes an "EVENT OF DEFAULT":

                (a)     the failure to pay interest on any Note when the same
        becomes due and payable and the default continues for a period of 30
        days;

                (b)     the failure to pay the principal of any Note, when such
        principal becomes due and payable, at maturity, upon redemption or
        otherwise (including the failure to make a payment to purchase Notes
        tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

                (c)     a default by an Issuer or any Guarantor in the
        observance or performance of any other covenant or agreement contained
        herein which default continues for a period of 45 days after such Issuer
        or such Guarantor receives written notice specifying the default (and
        demanding that such default be remedied and stating that such notice is
        a "Notice of Default") from the Trustee or the Holders of at least 25%
        of the outstanding principal amount of the Notes (except in the case of
        a default with respect to Section 5.1 hereof, which will constitute an
        Event of Default with such notice requirement but without such passage
        of time requirement);

                (d)     the failure to pay at final maturity (giving effect to
        any applicable grace periods and any extensions thereof) the principal
        amount of any Indebtedness of Holdings or any Restricted Subsidiary of
        Holdings (other than a Foreign Restricted Subsidiary that is not a
        Significant Subsidiary), or the acceleration of the final stated
        maturity of any such Indebtedness, if the aggregate principal amount of
        such Indebtedness, together with the principal amount of any other such
        Indebtedness in default for failure to pay principal at final maturity
        or which has been accelerated, aggregates $10.0 million or more at any
        time and such failure shall not have been cured or waived within 30 days
        thereof;

                (e)     one or more judgments (not covered by insurance as to
        which the carrier has assumed the defense or acknowledged coverage) in
        an aggregate amount in excess of $10.0 million shall have been rendered
        against Holdings or any of its Restricted Subsidiaries (other than a
        Foreign Restricted Subsidiary that is not a Significant Subsidiary) and
        such judgments shall remain undischarged, unpaid or unstayed for a
        period of 60 consecutive days after such judgment or judgments become
        final and non-appealable;

                (f)     Holdings, the Company or any Significant Subsidiary of
        Holdings:

                                  (i)   commences a voluntary case under any
                        Bankruptcy Law,

                                      -51-


                                 (ii)   consents to the entry of an order for
                        relief against it in an involuntary case,

                                (iii)   consents to the appointment of a
                        custodian or receiver of it or for all or substantially,
                        all of its property,

                                 (iv)   makes a general assignment for the
                        benefit of its creditors, or

                                  (v)   generally is not paying its debts as
                        they become due; or

                (g)     a court of competent jurisdiction enters an order or
        decree under any Bankruptcy Law that:

                                  (i)   is for relief in an involuntary case
                        against Holdings, the Company or any Significant
                        Subsidiary of Holdings;

                                 (ii)   appoints a custodian or receiver of
                        Holdings, the Company or any Significant Subsidiary of
                        Holdings or for all or substantially all of the property
                        of any of the foregoing;

                                (iii)   orders the liquidation of Holdings, the
                        Company or any Significant Subsidiary of Holdings;

        and the order or decree remains unstayed and in effect for 60
        consecutive days; or

                (h)     the Holdings Guarantee or any Guarantee of a Significant
        Subsidiary of Holdings ceases to be in full force and effect or is
        declared to be null and void and unenforceable or is found to be invalid
        or Holdings or any Subsidiary Guarantor that is a Significant Subsidiary
        of Holdings denies its liability in writing under its Guarantee (in each
        case, other than in accordance with the terms of this Indenture).

Section 6.2.    ACCELERATION.

                If any Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to Holdings or
the Company) shall occur and be continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes by written notice to
the Issuers (and the Trustee, if such notice is given by such Holders) may
declare the principal of and accrued and unpaid interest on the Notes to be due
and payable immediately, which notice shall specify the respective Events of
Default and that it is a "NOTICE OF ACCELERATION". Upon any such declaration,
the entire principal amount of, and accrued and unpaid interest and Additional
Interest, if any, on the Notes shall become immediately due and payable.

                Notwithstanding the foregoing, if an Event of Default specified
in clause (f) or (g) of Section 6.1 hereof occurs with respect to Holdings or
the Issuers, all outstanding Notes shall be due and payable immediately without
further action or notice.

                The Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Issuers and the
Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration and its consequences:

                (1)     if the rescission would not conflict with any judgment
        or decree; and

                (2)     if all existing Events of Default have been cured or
        waived except nonpayment of principal or interest that has become due
        solely because of the acceleration.

                No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                                      -52-


Section 6.3.    OTHER REMEDIES.

                If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, interest or Additional Interest, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

                The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.4.    WAIVER OF PAST DEFAULTS.

                The Holders of a majority in principal amount of the Notes may
waive any existing or past Default or Event of Default under this Indenture, and
its consequences, except a default in the payment of the principal of or
interest on any Notes. Upon any such waiver, such Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

Section 6.5.    CONTROL BY MAJORITY.

                Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be unduly prejudicial to the rights of other Holders
of Notes or that may subject the Trustee to personal liability and shall be
entitled to the benefit of Sections 7.1(c)(iii) and (e) hereof.

Section 6.6.    LIMITATION ON SUITS.

                A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

                (a)     the Holder of a Note gives to the Trustee written notice
        of a continuing Event of Default;

                (b)     the Holders of at least 25% in principal amount of the
        then outstanding Notes make a written request to the Trustee to pursue
        the remedy;

                (c)     such Holder or Holders of Notes offer and, if requested,
        provide to the Trustee indemnity satisfactory to the Trustee against any
        loss, liability or expense;

                (d)     the Trustee does not comply with the request within 60
        days after receipt of the request and the offer and, if requested, the
        provision of indemnity; and

                (e)     during such 60-day period the Holders of a majority in
        principal amount of the then outstanding Notes do not give the Trustee a
        direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

Section 6.7.    RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

                Notwithstanding any other provision of this Indenture, the right
of any Holder of a Note to receive payment of principal of, or premium, if any,
interest or Additional Interest, if any, on the Note, on or after the re-

                                      -53-


spective due dates thereon (including in connection with an offer to
repurchase), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
written consent of such Holder.

Section 6.8.    COLLECTION SUIT BY TRUSTEE.

                If an Event of Default specified in Section 6.l (a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuers for the whole
amount of principal of, premium and Additional Interest, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and Additional Interest, if any, and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expense, disbursements and advances of
the Trustee, its agents and counsel.

Section 6.9.    [INTENTIONALLY OMITTED].

Section 6.10.   TRUSTEE MAY FILE PROOFS OF CLAIM.

                The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents (including accountants,
experts or such other processionals as the Trustee deems necessary, advisable or
appropriate) and counsel and the Holders of the Notes allowed in any judicial
proceedings relative to the Issuers (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims, and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.7 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.11.   PRIORITIES.

                If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                FIRST: to the Trustee, its agents and attorneys for amounts due
        under Section 7.7 hereof, including payment of all compensation, expense
        and liabilities incurred, and all advances made, by the Trustee and the
        costs and expenses of collection;

                SECOND: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, Purchase Price, Redemption Price and Additional
        Interest, if any, and interest, ratably, without preference or priority
        of any kind, according to the amounts due and payable on the Notes for
        principal, Purchase Price, Redemption Price and Additional Interest, if
        any, and interest, respectively; and

                THIRD: to the Issuers, the Guarantors or to such party as a
        court of competent jurisdiction shall direct.

                                      -54-


The Trustee may fix a special record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.11.

Section 6.12.   UNDERTAKING FOR COSTS.

                In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than
10% in principal amount of the then outstanding Notes.

                                  ARTICLE VII.

                                     TRUSTEE

Section 7.1.    DUTIES OF TRUSTEE.

                (a)     If an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise thereof, as
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

                (b)     Except during the continuance of an Event of Default:

                 (i)    the duties of the Trustee shall be determined solely by
        the express provisions of this Indenture and the TIA and the Trustee
        need perform only those duties that are specifically set forth in this
        Indenture and no others, and no implied covenants or obligations shall
        be read into this Indenture or the TIA against the Trustee; and

                (ii)    in the absence of bad faith on its part, the Trustee may
        conclusively rely, without investigation, as to the truth or the
        statements and the correctness of the opinions expressed therein, upon
        and statements, certificates or opinions furnished to the Trustee and
        conforming to the requirements of this Indenture.

However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform on their face to the requirements of this Indenture.

                (c)     The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i)   this paragraph does not limit the effect of paragraph
        (b) of this Section;

                 (ii)   the Trustee shall not be liable for any error of
        judgment made in good faith by a Responsible Officer, unless it is
        proved that the Trustee was negligent in ascertaining the pertinent
        facts; and

                (iii)   the Trustee shall not be liable with respect to any
        action it takes or omits to take in good faith in accordance with a
        direction received by it pursuant to Section 6.5 hereof.

                (d)     Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                (e)     No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
In-

                                      -55-


denture at the request of any Holders, pursuant to the provisions of this
Indenture, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it
against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

                (f)     The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Issuers. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

Section 7.2.    RIGHTS OF TRUSTEE.

                (a)     The Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.

                (b)     Before the Trustee acts or refrain from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its own selection and the written advice of such counsel
and Opinions of Counsel shall be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.

                (c)     The Trustee may act through its attorneys, accountants,
experts and such other agents or professionals as the Trustee deems necessary,
advisable or appropriate and shall not be responsible for the misconduct or
negligence of any attorney, accountant, expert or other such agent or
professional appointed with due care.

                (d)     The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                (e)     Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Issuers shall be
sufficiently evidenced by a written order signed by two Officers of an Issuer.

                (f)     The Trustee shall not be charged with knowledge of any
Default or Event of Default under Section 6.1 hereof (other than under Section
6.1(a) (subject to the following sentence) or Section 6.1(b) hereof) unless
either (i) a Responsible Officer shall have actual knowledge thereof, or (ii)
the Trustee shall have received notice thereof in accordance with Section 13.2
hereof from the Issuers or any Holder of the Notes. The Trustee shall not be
charged with knowledge of the Issuers' obligation to pay Additional Interest, or
the cessation of such obligation, unless the Trustee receives written notice
thereof from the Issuers or any Holder.

                (g)     The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

                (h)     The Trustee may request that the Issuers deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person specified as
so authorized in any such certificate previously delivered and not superseded.

                (i)     The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

                (j)     The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,

                                      -56-


debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit.

Section 7.3.    INDIVIDUAL RIGHTS OF TRUSTEE.

                The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Issuers or any
Affiliate of the Issuers with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Issuers) to the Commission for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.4.    TRUSTEE'S DISCLAIMER.

                The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, or the Notes,
it shall not be accountable for the Issuers' use of the proceeds from the Notes
or any money paid to the Issuers or upon the Issuers' direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

Section 7.5.    NOTICE OF DEFAULTS.

                If a Default or Event of Default occurs and is continuing, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default known to it within 90 days after it occurs. Except in the case of a
Default in payment on any Note (including the failure to make a mandatory
repurchase pursuant hereto), the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

Section 7.6.    REPORTS BY TRUSTEE TO HOLDER OF THE NOTES.

                Within 60 days after each February 15 beginning with the
February 15 following the date of this Indenture, and for so long as Notes
remain outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee
also shall comply with TIA Section 313(b). The Trustee shall also transmit by
mail all reports as required by TIA Section 313(c).

                A copy of each report at the time of its mailing to the Holders
of Notes shall be mailed to the Issuers and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Issuers shall promptly notify the Trustee when the Notes are listed
on any stock exchange or delisted therefrom.

Section 7.7.    COMPENSATION, REIMBURSEMENT AND INDEMNITY.

                The Issuers shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Issuers
and the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuers shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by or on behalf of it in addition to the compensation
for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's attorneys, accountants, experts and
such other professionals as the Trustee deems necessary, advisable or
appropriate.

                The Issuers shall indemnify the Trustee and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), incurred by it arising out of or in connection with the
acceptance or administration of its

                                      -57-


duties under this Indenture (including its duties under Section 9.6 hereof),
including the costs and expenses of enforcing this Indenture or any Guarantee
against the Issuers or a Guarantor (including this Section 7.7) and defending
itself against or investigating any claim (whether asserted by the Issuers, any
Guarantor, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence
or willful misconduct. The Trustee shall notify the Issuers promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Issuers shall not relieve the Issuers of their obligations hereunder. The
Issuers shall defend any claim or threatened claim asserted against the Trustee,
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Issuers shall pay the reasonable fees and expenses of such
counsel. The Issuers need not pay for any settlement made without their consent,
which consent shall not be unreasonably withheld.

                The obligations of the Issuers under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                To secure the Issuers' payment obligations in this Section 7.7,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal,
Redemption Price or Purchase Price of or Additional Interest, if any, or
interest on, particular Notes. Such Lien shall survive the resignation or
removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.

                When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

Section 7.8.    REPLACEMENT OF TRUSTEE.

                A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Issuers. The Holders of Notes
of a majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may
remove the Trustee if:

                (a)     the Trustee fails to comply with Section 7.10 hereof;

                (b)     the Trustee is adjudged a bankrupt or an insolvent or an
        order for relief is entered with respect to the Trustee under any
        Bankruptcy Law;

                (c)     a custodian, receiver or public officer takes charge of
        the Trustee or its property for the purpose of rehabilitation,
        conversation or liquidation; or

                (d)     the Trustee becomes incapable of acting.

                If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the date on which the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuers.

                If a successor Trustee does not take office within 30 days after
the retiring trustee resigns or is removed, the retiring Trustee, the Issuers,
or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction, in the case
of the Trustee, at the expense of the Issuers, for the appointment of a
successor Trustee.

                                      -58-


                If the Trustee, after written request by any Holder of a Note
who has been a bona fide holder of a Note or Notes for at least six months,
fails to comply with Section 7.10 hereof, such Holder of a Note may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Issuers shall mail a notice of its succession to
Holder of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, PROVIDED all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Issuers' obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.9.    SUCCESSOR TRUSTEE BY MERGER, ETC.

                If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10 hereof, the successor
corporation without any further act shall be the successor Trustee.

Section 7.10.   ELIGIBILITY; DISQUALIFICATION.

                There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof (including the District of Columbia) that is
authorized under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $50 million as set forth in its most
recent published annual report of condition.

                This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUERS.

                The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                The Issuers may, at the option of their Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.2.    LEGAL DEFEASANCE AND DISCHARGE.

                Upon the Issuers' exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Issuers shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to the "outstanding" only
for the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
other obligations under such Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Issuers, shall execute proper in-

                                      -59-


struments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:

                (a)     the rights of Holders to receive payments in respect of
        the principal of, premium, if any, and interest on the Notes when such
        payments are due;

                (b)     the Issuers' obligations with respect to the Notes
        concerning issuing temporary Notes, registration of Notes, mutilated,
        destroyed, lost or stolen Notes and the maintenance of an office or
        agency for payments;

                (c)     the rights, powers, trust, duties and immunities of the
        Trustee and the Issuers' obligations in connection therewith; and

                (d)     the Legal Defeasance provisions of this Article VIII.

                Subject to compliance with this Article VIII, the Issuers may
exercise their option under this Section 8.2, notwithstanding the prior exercise
of their option under Section 8.3 hereof.

Section 8.3.    COVENANT DEFEASANCE.

                Upon the Issuers' exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under the covenants contained in Sections 3.9, 3.10, 4.3, 4.5,
4.7 through 4.12, 4.13 (except with respect to the existence of each Issuer) and
4.14 through 4.19 hereof, both inclusive, and Section 5.1(2) with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent
or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Issuers may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document, and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Issuers' exercise under Section 8.1
hereof of the option applicable to this Section 8.3, subject to the satisfaction
of the conditions set forth in Section 8.4 hereof, Sections 6.1(c) through
6.1(h) hereof shall not constitute Events of Default.

Section 8.4.    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                The following are the conditions precedent to the application of
either Section 8.2 or 8.3 hereof to the outstanding Notes:

                In order to exercise either Legal Defeasance or Covenant
Defeasance:

                (1)     the Issuers must irrevocably deposit with the Trustee,
        in trust, for the benefit of the Holders cash in U.S. dollars, U.S.
        Government Securities, or a combination thereof, in such amounts as will
        be sufficient, in the opinion of a nationally recognized firm of
        independent public accountants selected by the Issuers, to pay the
        principal of, premium, if any, and interest on the Notes on the stated
        date for payment thereof or on the applicable redemption date, as the
        case may be;

                (2)     in the case of Legal Defeasance, the Issuers shall have
        delivered to the Trustee an Opinion of Counsel in the United States
        reasonably acceptable to the Trustee confirming that:

                                      -60-


                        (a)     the Issuers have received from, or there has
                been published by, the Internal Revenue Service a ruling; or

                        (b)     since the date of this Indenture, there has been
                a change in the applicable federal income tax law,

        in either case to the effect that, and based thereon such opinion of
        counsel shall confirm that, the Holders will not recognize income, gain
        or loss for federal income tax purposes as a result of such Legal
        Defeasance and will be subject to federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such Legal Defeasance had not occurred;

                (3)     in the case of Covenant Defeasance, the Issuers shall
        have delivered to the Trustee an Opinion of Counsel in the United States
        reasonably acceptable to the Trustee confirming that the Holders will
        not recognize income, gain or loss for federal income tax purposes as a
        result of such Covenant Defeasance and will be subject to federal income
        tax on the same amounts, in the same manner and at the same times as
        would have been the case if such Covenant Defeasance had not occurred;

                (4)     no Default or Event of Default shall have occurred and
        be continuing on the date of such deposit (other than a Default or Event
        of Default arising in connection with the borrowing of funds to fund
        such deposit and the grant of any Lien securing such borrowing);

                (5)     such Legal Defeasance or Covenant Defeasance shall not
        result in a breach or violation of, or constitute a default under this
        Indenture (other than a Default or Event of Default arising in
        connection with the borrowing of funds to fund such deposit and the
        grant of any Lien securing such borrowing) or any other material
        agreement or instrument to which Holdings or any of its Subsidiaries is
        a party or by which Holdings or any of its Subsidiaries is bound;

                (6)     the Issuers shall have delivered to the Trustee an
        Officers' Certificate stating that the deposit was not made by the
        Issuers with the intent of preferring the Holders over any other
        creditors of the Issuers or with the intent of defeating, hindering,
        delaying or defrauding any other creditors of the Issuers or others;

                (7)     the Issuers shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that all
        conditions precedent provided for or relating to the Legal Defeasance or
        the Covenant Defeasance have been complied with; and

                (8)     the Issuers shall have delivered to the Trustee an
        Opinion of Counsel to the effect that, assuming no intervening
        bankruptcy of the Issuers between the date of deposit and the 91st day
        following the date of deposit and that no Holder is an insider of either
        of the Issuers, after the 91st day following the date of deposit, the
        trust funds will not be subject to the effect of any applicable
        bankruptcy, insolvency, reorganization or similar laws affecting
        creditors' rights generally.

                Notwithstanding the foregoing, the opinion of counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) will become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Issuers.

Section 8.5.    DEPOSITED MONEY AND U.S. GOVERNMENT SECURITIES TO BE HELD IN
                TRUST; OTHER MISCELLANEOUS PROVISIONS.

                Subject to Section 8.6 hereof, all money and U.S. Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5 only, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or

                                      -61-


through any Paying Agent (other than an Issuer) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal or Redemption Price of, and Additional Interest, if any, interest
on, the Notes, that such money need not be segregated from other funds except to
the extent required by law.

                The Issuers shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or U.S. Government
Securities deposited pursuant to Section 8.4 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuers from time to time upon the
request of the Issuers any money or U.S. Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.6.    REPAYMENT TO THE ISSUERS.

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuers, in trust for the payment of the principal, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be paid to the Issuers on their written request or (if then held
by an Issuer) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Issuers for payment thereof as a general
creditor, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuers as trustee thereof, shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, at the expense of the Issuers,
may cause to be published once, in The New York Times and The Wall Street
Journal (national editions), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days after the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Issuers.

Section 8.7.    REINSTATEMENT.

                If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order of judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Issuers and the Guarantors under this
Indenture, and the Notes and the Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.2 or 8.3 hereof, as the case may be; PROVIDED,
HOWEVER, that, if the Issuers make any payment with respect to any Note
following the reinstatement of its obligations, the Issuers shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.    WITHOUT CONSENT OF HOLDERS OF NOTES.

                Notwithstanding Section 9.2 of this Indenture, the Issuers, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Guarantees without the consent of any Holder of a Note:

                (a)     to provide for the issuance of Additional Notes in
        accordance with the terms of this Indenture and to cure any ambiguity,
        defect or inconsistency so long as such changes do not, in the opinion
        of the Trustee, adversely affect the rights of any of the Holders in any
        material respect.

                                      -62-


                (b)     to provide for uncertificated notes in addition to or in
        place of certificated Notes;

                (c)     to provide for the assumption of the Issuers'
        obligations to the Holders of the Notes in the case of a merger or
        consolidation or sale of all or substantially all of such entity's
        assets pursuant to Article V hereof;

                (d)     to comply with the requirements of the Commission in
        order to effect or maintain the qualification of this Indenture under
        the TIA; or

                (e)     to make any change that would provide any additional
        rights or benefits to the Holders of the Notes or that does not
        adversely affect the legal rights hereunder of any Holder of the Notes.

                Upon the request of the Issuers, accompanied by a resolution of
the Board (evidenced by an Officers' Certificate) authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of
the documents described in Section 7.2 hereof, the Trustee shall join with the
Issuers in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.2.    WITH CONSENT OF HOLDERS OF NOTES.

                Except as provided below in this Section 9.2, the Issuers and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented, in each case, with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

                Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

                (1)     reduce the principal amount of Notes at maturity whose
        Holders must consent to an amendment;

                (2)     reduce the rate of or change or have the effect of
        changing the time for payment of interest, including defaulted interest,
        on any Notes;

                (3)     reduce the principal of or change or have the effect of
        changing the fixed maturity of any Notes, or change the date on which
        any Notes may be subject to redemption or reduce the redemption price
        therefor;

                (4)     make any Notes payable in money other than that stated
        in the Notes;

                (5)     make any change in provisions of this Indenture
        protecting the right of each Holder to receive payment of principal of
        and interest on such Holder's Note or Notes on or after the due date
        thereof or to bring suit to enforce such payment, or permitting Holders
        of a majority in principal amount of Notes to waive Defaults or Events
        of Default;

                (6)     after the Issuers' obligation to purchase Notes arises
        hereunder, amend, change or modify in any material respect the
        obligation of the Issuers to make and consummate a Change of Control
        Offer in the event of a Change of Control or make and consummate a Net
        Proceeds Offer with respect to any Asset Sale that has been consummated
        or, after such Change of Control has occurred or such Asset Sale has
        been consummated, modify any of the provisions or definitions with
        respect thereto;

                                      -63-


                (7)     modify or change any provision of this Indenture or the
        related definitions affecting the ranking of the Notes or any Guarantee
        in a manner which adversely affects the Holders; or

                (8)     release Holdings or any Subsidiary Guarantor that is a
        Significant Subsidiary of Holdings from any of its obligations under its
        Guarantee or this Indenture otherwise than in accordance with the terms
        of this Indenture.

                Upon the written request of the Issuers accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of an Officers'
Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers
in the execution of such amended or supplemental indenture unless such amended
or supplemental Indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

                It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Issuers shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

Section 9.3.    COMPLIANCE WITH TRUST INDENTURE ACT.

                Every amendment or supplement to this Indenture or the Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.

Section 9.4.    REVOCATION AND EFFECT OF CONSENTS.

                Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and therefore binds every Holder.

Section 9.5.    NOTATION ON OR EXCHANGE OF NOTES.

                The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Issuers in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

                Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 9.6.    TRUSTEE TO SIGN AMENDMENT, ETC.

                The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Issuers may not sign an amendment or supplemental Indenture until the Board
of Directors approves such amendment or supplemental indenture. In executing any
amended or supplemental indenture, the Trustee shall receive, in addition to the
documents required by Sections 13.4 and 13.5 hereof, and, subject to Section
7.1, shall be

                                      -64-


fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that (i) the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture, (ii) no Event of Default shall
occur as a result of the execution of such Officers' Certificate or the delivery
of such Opinion of Counsel and (iii) the amended or supplemental indenture
complies with the terms of this Indenture.

                                   ARTICLE X.

                             [INTENTIONALLY OMITTED]

                                   ARTICLE XI.

                                    GUARANTEE

Section 11.1.   UNCONDITIONAL GUARANTEE.

                Each Guarantor hereby unconditionally guarantees (such guarantee
to be referred to herein as a "GUARANTEE" and, the guarantee by Holdings is
referred to herein as the "HOLDINGS GUARANTEE"), on a senior basis jointly and
severally, to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, the Notes or the obligations
of the Issuers hereunder or thereunder, that: (i) the principal of and interest
on the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration or otherwise and interest on
the overdue principal, if any, and interest on any interest, to the extent
lawful, of the Notes and all other obligations of the Issuers to the Holders or
the Trustee hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and (ii) in case of any
extension of time of payment or renewal of any Notes or of any such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 11.3. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Issuers, and action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Issuers,
any right to require a proceeding first against the Issuers, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and in this Guarantee. If any Holder or the Trustee is required by any
court or otherwise to return to the Issuers, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Issuers
or any Guarantor, any amount paid by the Issuers or any Guarantor to the Trustee
or such Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between each Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article VI, such
obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of this Guarantee.

Section 11.2.   SEVERABILITY.

                In case any provision of this Guarantee shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 11.3.   LIMITATION OF GUARANTOR'S LIABILITY.

                Each Subsidiary Guarantor and by its acceptance hereof each
Holder hereby confirms that it is the intention of all such parties that the
guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute
a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the
Uniform Fraudulent Conveyance Act,

                                      -65-


the Uniform Fraudulent Transfer Act or any similar federal or state law. To
effectuate the foregoing intention, the Holders and such Subsidiary Guarantor
hereby irrevocably agree that the obligations of such Subsidiary Guarantor under
its Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to Section 11.5, result in the
obligations of such Subsidiary Guarantor under the Guarantee not constituting
such fraudulent transfer or conveyance.

Section 11.4.   RELEASE OF GUARANTOR.

                (a)     The Guarantee of a Subsidiary Guarantor will be
automatically and unconditionally released without any action on the part of the
Trustee or the Holders of the Notes: (1) in connection with any sale or other
disposition of all or substantially all of the assets of that Subsidiary
Guarantor (including, without limitation, by way of merger or consolidation), if
Holdings and the Issuers apply the Net Cash Proceeds of that sale or other
disposition in accordance with the applicable provisions of this Indenture; (2)
in connection with any sale of all of the Capital Stock of that Subsidiary
Guarantor, if Holdings and the Issuers apply the Net Cash Proceeds of that sale
in accordance with the applicable provisions of this Indenture; (3) if Holdings
designates that Subsidiary Guarantor as an Unrestricted Subsidiary in accordance
with the applicable provisions of this Indenture; or (4) upon the payment in
full of the Notes.

                In addition, concurrently with any Legal Defeasance or Covenant
Defeasance, the Guarantors shall be released from all of their Obligations under
their respective applicable Guarantees.

                (b)     The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Issuers accompanied by
an Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 11.4.

Section 11.5.   CONTRIBUTION.

                In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, INTER SE, that in the event any payment or
distribution is made by any Guarantor (a "FUNDING GUARANTOR") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a PRO RATA amount based on the Adjusted Net Assets (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Issuers' obligations with respect to the Securities or any other Guarantor's
obligations with respect to the Guarantee. "ADJUSTED NET ASSETS" of such
Guarantor at any date shall mean the lesser of the amount by which (x) the fair
value of the property of such Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities (after giving effect to
all other fixed and contingent liabilities incurred or assumed on such date),
but excluding liabilities under the Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such
date exceeds the amount that will be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Guarantee of such Guarantor, as they become absolute and matured.

Section 11.6.   WAIVER OF SUBROGATION.

                Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Issuers that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Issuers, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Issuers,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders, and shall, forthwith be paid to the Trustee for

                                      -66-


the benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 11.6 is knowingly made in contemplation of such
benefits.

Section 11.7.   EXECUTION OF GUARANTEE.

                To evidence their guarantee to the Holders set forth in this
Article XI, the Guarantors hereby agree to execute the Guarantee in
substantially the form attached hereto as Exhibit C, which shall be endorsed on
each Note ordered to be authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Guarantee set forth in this Article XI shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf
of each Guarantor by one of its authorized Officers prior to the authentication
of the Note on which it is endorsed, and the delivery of such Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Issuers, such Note nevertheless
may be authenticated and delivered or disposed of as though the Person who
signed the Guarantee had not ceased to be such officer of the Guarantor.

Section 11.8.   WAIVER OF STAY, EXTENSION OR USURY LAWS.

                Each Guarantor covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive each such Guarantor from
performing its Guarantee as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) each such
Guarantor hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

                                  ARTICLE XII.

                           SATISFACTION AND DISCHARGE

Section 12.1.   SATISFACTION AND DISCHARGE.

                This Indenture will be discharged and will cease to be of
further effect (except as set forth below) and the Trustee, at the expense of
the Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when:

                (1)     either:

                        (a)     all the Notes theretofore authenticated and
                delivered (except lost, stolen or destroyed Notes which have
                been replaced or paid as provided in Section 2.7 and Notes for
                whose payment money has theretofore been deposited in trust or
                segregated and held in trust by the Issuers and thereafter
                repaid to the Issuers or discharged from such trust) have been
                delivered to the Trustee for cancellation; or

                        (b)     all Notes not theretofore delivered to the
                Trustee for cancellation (1) have become due and payable or (2)
                will become due and payable within one year, or are to be called
                for redemption within one year, under arrangements reasonably
                satisfactory to the Trustee for the giving of notice of
                redemption by the Trustee in the name, and at the expense, of
                the Issuers, and the Issuers have irrevocably deposited or
                caused to be deposited with the Trustee funds in an amount

                                      -67-


                sufficient to pay and discharge the entire Indebtedness on the
                Notes not theretofore delivered to the Trustee for cancellation,
                for principal of, premium, if any, and interest on the Notes to
                the date of deposit together with irrevocable instructions from
                the Issuers directing the Trustee to apply such funds to the
                payment thereof at maturity or redemption, as the case may be;

                (2)     the Issuers have paid all other sums payable under this
        Indenture by the Issuers; and

                (3)     the Issuers have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel stating that all conditions
        precedent under this Indenture relating to the satisfaction and
        discharge of this Indenture have been complied with.

                Notwithstanding the satisfaction and discharge of this
Indenture, the Issuers' obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7,
7.8, 13.2, 13.3 and 13.4, and the Trustee's and Paying Agent's obligations in
Section 12.2 shall survive until the Notes are no longer outstanding.
Thereafter, only the Issuers' obligations in Section 7.7 shall survive.

Section 12.2.   APPLICATION OF TRUST.

                All money deposited with the Trustee pursuant to Section 12.1
shall be held in trust and, at the written direction of the Issuers, be invested
prior to maturity in U.S. Government Securities, and applied by the Trustee in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for the payment of which money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.

                                  ARTICLE XIII.

                                  MISCELLANEOUS

Section 13.1.   TRUST INDENTURE ACT CONTROLS.

                If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 13.2.   NOTICES.

                Any notice or communication by the Issuers or the Trustee to
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                If to the Issuers:

                        Advanced Accessory Systems, LLC
                        12900 Hall Road, Suite 200
                        Sterling Heights, Michigan 48313
                        Attention: Chief Financial Officer
                        Fax: (586) 997-6838

                                      -68-


                With a copy to:

                        Schulte Roth & Zabel LLP
                        919 Third Avenue
                        New York, New York 10022
                        Attention: Michael Littenberg, Esq.
                        Fax: (212) 593-5955

                If to the Trustee:

                        BNY Midwest Trust Company
                        Attention: Corporate Trust Department
                        2 North LaSalle Street, Suite 1020
                        Chicago, Illinois 60602
                        Fax: (312) 827-8542

                The Issuers or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

                Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

                If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the address
receives it.

                If the Issuers mail a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

Section 13.3.   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

                Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Issuers, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

Section 13.4.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                Upon any request or application by the Issuers and/or any
Guarantor to the Trustee to take any action under this Indenture, except upon
the initial issuance of Notes hereunder, the Issuers and/or any Guarantor shall
furnish to the Trustee:

                (a)     an Officers' Certificate in form and substance
        reasonably satisfactory to the Trustee stating that, in the opinion of
        the signers, all conditions precedent and covenants, if any, provided
        for in this Indenture relating to the proposed action have been
        satisfied; and

                (b)     an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee stating that, in the opinion of such
        counsel, all such conditions precedent and covenants have been
        satisfied.

                                      -69-


Section 13.5.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                (a)     a statement that the Person making such certificate or
        opinion has read such covenant or condition;

                (b)     a brief statement as to the nature and scope of the
        examination or investigation upon which the statements or opinions
        contained in such certificate or opinion are based;

                (c)     a statement that, in the opinion of such Person, he or
        she has made such examination or investigation as is necessary to enable
        him to express an informed opinion as to whether or not such covenant or
        condition has been satisfied; and

                (d)     a statement as to whether or not, in the opinion of such
        Person, such condition or covenant has been satisfied.

Section 13.6.   RULES BY TRUSTEE AND AGENTS.

                The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

Section 13.7.   NO PERSONAL LIABILITY OF DIRECTORS, MANAGERS, OFFICERS,
                EMPLOYEES, MEMBERS AND STOCKHOLDERS.

                No past, present or future director, manager, officer, employee,
incorporator (or Person forming any limited liability company), agent, member or
stockholder or Affiliate of the Issuers, as such, shall have any liability for
any obligations of the Issuers under the Notes, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. No
past, present or future director, manager, officer, employee, incorporator (or
Person forming any limited liability company), agent, member or stockholder or
Affiliate of any of the Guarantors, as such, shall have any liability for any
obligations of the Guarantors under the Guarantees, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes and Guarantees by accepting a Note and a
Guarantee waives and releases all such liabilities. The waiver and release are
part of the consideration for issuance of the Notes and the Guarantees. Such
waiver may not be effective to waive liabilities under the federal securities
law and it is the view of the Commission that such a waiver is against public
policy.

Section 13.8.   GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

                THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE
NOTES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE
ISSUERS, THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING

                                      -70-


BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE ISSUERS OR ANY GUARANTOR IN ANY OTHER
JURISDICTION.

Section 13.9.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                This Indenture may not be used to interpret any other indenture,
loan or debt agreement of Holdings or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.10.  SUCCESSORS.

                All agreements of the Issuers in this Indenture and the Notes
shall bind their successors. All agreements of the Trustee in this Indenture
shall bind its successors.

Section 13.11.  SEVERABILITY.

                In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.12.  COUNTERPART ORIGINALS.

                The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

Section 13.13.  TABLE OF CONTENTS, HEADINGS, ETC.

                The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture, which have been inserted for
convenience of reference only, are not to be considered a part of this Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.14.  QUALIFICATION OF INDENTURE.

                The Issuers shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees for
the Issuers, the Trustee and the Holders of the Notes) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Issuers any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the
TIA.

                         [Signatures on following page]

                                      -71-


                                   SIGNATURES


                                      ADVANCED ACCESSORY SYSTEMS, LLC


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


                                      AAS CAPITAL CORPORATION


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


                                      BNY MIDWEST TRUST COMPANY,
                                      as Trustee


                                      By:   /s/ Roxanne Ellwanger
                                           -------------------------------------
                                           Name: Roxanne Ellwanger
                                           Title: Assistant Vice President

                                      -72-


                                 THE GUARANTORS


                                      CHAAS ACQUISITIONS, LLC


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


                                      AAS ACQUISITIONS, LLC


                                      By:   /s/ Marcel Fournier
                                           -------------------------------------
                                           Name:   Marcel Fournier
                                           Title:  President


                                      VALLEY INDUSTRIES, LLC


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


                                      VALTEK LLC


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


                                      SPORTRACK, LLC


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

                                      -73-


                                                                      SCHEDULE A


CHAAS Acquisitions, LLC
AAS Acquisitions, LLC
Valley Industries, LLC
Valtek LLC
Sportrack, LLC



                                                                       EXHIBIT A

                              FORM OF SERIES A NOTE

                                 (Face of Note)

                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4% SENIOR NOTE DUE 2011

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

                THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)
TO ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION OR ANY OF THEIR
SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT (AN "ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED

- ----------
(1)     To be included only if the Note is issued in global form.

                                       A-1


STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(AND BASED UPON AN OPINION OF COUNSEL IF ADVANCED ACCESSORY SYSTEMS, LLC OR AAS
CAPITAL CORPORATION SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER
THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE,
ADVANCED ACCESSORY SYSTEMS, LLC OR AAS CAPITAL CORPORATION SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                                       A-2


                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4% SENIOR NOTE DUE 2011

                                                   CUSIP No. ___________________
No. ______________                                 $____________________________

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

                ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited liability
company (the "COMPANY"), and AAS CAPITAL CORPORATION, a Delaware corporation
("AAS" and, together with the Company, the "ISSUERS," which term includes any
successor entity under the Indenture hereinafter referred to), as joint and
several obligors, for value received, promise to pay to _______________________,
or registered assigns, the principal sum of _____________________ Dollars on
June 15, 2011.

                Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.

                Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                         [Signatures on following page]

                                       A-3


                IN WITNESS WHEREOF, the Issuers have caused this Note to be duly
executed.

                                       ADVANCED ACCESSORY SYSTEMS, LLC


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       AAS CAPITAL CORPORATION

                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:

BNY MIDWEST TRUST COMPANY,
as Trustee


By:
     -------------------------------------
     Authorized Signatory

                                       A-4


                                 (Back of Note)

                          10 3/4% Senior Notes due 2011

                Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                1.      INTEREST. The Issuers promise to pay interest on the
principal amount of this Note at the rate of 10 3/4% per annum from the date of
original issuance until maturity and shall pay the Additional Interest pursuant
to Section 4 of the Registration Rights Agreement referred below. The Issuers
will pay interest and Additional Notes semi-annually on June 15 and December 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "INTEREST PAYMENT DATE"). Interest on the Note will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the date of issuance; PROVIDED that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; PROVIDED, FURTHER, that the first Interest Payment Date shall be [      ].
The Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue payments of the principal,
Purchase Price and Redemption Price of this Note from time to time on demand at
a rate that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if
any, (without regard to any applicable grace periods) hereon from time to time
on demand at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

                2.      METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the June
1 and December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price, Purchase Price, interest and
Additional Interest, if any, at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the
option of the Issuers, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, PROVIDED that payment by wire transfer of immediately available funds
will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

                3.      PAYING AGENT AND REGISTRAR. Initially, BNY Midwest Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers may act in any such capacity.

                4.      INDENTURE AND GUARANTEES. The Issuers issued $150
million in aggregate principal amount of the Notes on the Issue Date under an
Indenture dated as of May 23, 2003 (the "INDENTURE") among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are general obligations of
the Issuers. Payment on each Note is guaranteed on a senior basis, jointly and
severally, by the Guarantors pursuant to Article Eleven of the Indenture.



                5.      OPTIONAL REDEMPTION. The Issuers may redeem any or all
of the Notes at any time on or after June 15, 2007, upon not less than 30 nor
more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the Redemption Prices (expressed as a percentage of the principal
amount) set forth below, if redeemed during the 12-month period beginning June
15 of the years indicated below:



                Year                                        Redemption Price
                ----                                        ----------------
                                                             
                2007......................................      105.375%
                2008......................................      102.688%
                2009 and thereafter.......................      100.000%


in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

                If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, PRO RATA
or by any other method the Trustee shall deem fair and reasonable.

                6.      SPECIAL REDEMPTION. In the event Holdings completes one
or more Public Equity Offerings on or before June 15, 2006, the Issuers, at
their option, may use the net cash proceeds from any such Public Equity Offering
to redeem up to 35% of the original principal amount of the Notes (a "SPECIAL
REDEMPTION") at a Redemption Price of 110.750% of the principal amount, together
with accrued and unpaid interest and Additional Interest (if any), to the date
of redemption, PROVIDED, HOWEVER, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after each such
redemption; and PROVIDED, FURTHER, that each such redemption shall occur within
90 days after the date of the closing of the applicable Public Equity Offering.
If less than all the Notes are to be redeemed, the Trustee will select the
particular Notes or portions thereof to be redeemed by lot, only on a PRO RATA
basis or on as nearly a PRO RATA basis as is practicable (subject to DTC
procedures).

                7.      MANDATORY REDEMPTION. Except as set forth in Paragraph 9
below with respect to repurchases of Notes in certain events, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes.

                8.      NOTICE OF REDEMPTION. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more
than 60 days (or 45 days in the case of mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

                9.      REPURCHASE AT OPTION OF HOLDER.

                (a)     If there is a Change of Control, the Issuers shall be
required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof PLUS accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

                (b)     Except as otherwise provided in the Indenture, on the
366th day after an Asset Sale (a "NET PROCEEDS OFFER TRIGGER DATE"), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and
(3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS
OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to
allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all
Holders and, to the extent required by the terms of such Pari Passu
Indebtedness, an offer to purchase to all holders of such Pari Passu
Indebtedness, on a Purchase Date not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders (and
holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of
Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid
interest thereon, if

                                       A-6


any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes and holders of Pari Passu Indebtedness properly tender
such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis
based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered
(and the Trustee shall select the tendered Notes of tendering Holders on a PRO
RATA basis based on the amount of Notes tendered). A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be
required by law.

                10.     DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                11.     PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes.

                12.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes and the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture, the Notes and the
Guarantees may be amended or supplemented to provide for the issuance of
additional Notes in accordance with the terms of the Indenture, to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Issuers' or any Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

                13.     DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest or Additional Interest,
if any, on the Notes; (ii) default in payment when due of principal, Redemption
Price or Purchase Price of the Notes when the same becomes due and payable at
maturity, upon redemption, repurchase or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) failure by an Issuer or any Guarantor to comply
with any covenant contained in the Indenture for 45 days after notice to such
Issuer or such Guarantor by the Trustee or the Holders of at least 25% of the
aggregate principal amount of the Notes outstanding; (iv) default under certain
other agreements relating to Indebtedness of Holdings and certain of its
Subsidiaries which default (a) is caused by a failure to pay any amount due at
the stated maturity thereof or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final maturity or the maturity of which has been so accelerated,
aggregates $10.0 million or more and such failure shall not have been cured or
waived within 30 days thereof; (v) certain final judgments for the payment of
money that remain undischarged for a period of 60 days, PROVIDED that the
aggregate of all such undischarged judgments exceeds $10.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to Holdings, the Company
or any Significant Subsidiary of Holdings. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional

                                       A-7


Interest, if any, on the Notes shall become immediately due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to payment on any
Note) if it determines that withholding notice is in their interest. The Holders
of a majority in principal amount of the Notes may waive any existing or past
Default or Event of Default under the Indenture, and its consequences, except a
default in the payment of the principal of, or interest on any Notes. The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuers are required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

                14.     TRUSTEE DEALINGS WITH THE ISSUERS. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Issuers or their Affiliates as if it were not Trustee.

                15.     NO RECOURSE AGAINST OTHERS. No past, present or future
director, manager, officer, employee, incorporator (or Person forming any
limited liability company), agent, member or stockholder of the Issuers, as
such, shall have any liability for any obligations of the Issuers under the
Notes, the Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

                16.     AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                17.     ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                18.     DISCHARGE PRIOR TO MATURITY. If the Issuers deposit with
the Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay
the principal or Redemption Price of, and interest and Additional Interest, if
any, on, the Notes to maturity or a specified Redemption Date and satisfies
certain conditions specified in the Indenture, the Issuers will be discharged
from the Indenture, except for certain Sections thereof.

                19.     GOVERNING LAW. The Indenture, the Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. Each of the Issuers, the Guarantors and the Trustee hereby
irrevocably submits to the jurisdiction of any New York state court sitting in
the Borough of Manhattan in the City of New York or any federal court sitting in
the Borough of Manhattan in the City of New York in respect of any suit, action
or proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Issuers, the
Guarantors and the Trustee irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Issuers or any Guarantor in any
other jurisdiction.

                20.     CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made

                                       A-8


as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.

                21.     REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement, the Issuers will be obligated upon the occurrence of certain events
to consummate an exchange offer pursuant to which the Holder of this Note shall
have the right to exchange this Series A Note for the Issuers' 10 3/4% Senior
Notes due 2011, Series B, which have been registered under the Securities Act,
in like principal amount and having terms identical in all material respects as
the Series A Notes. The Holders shall be entitled to receive certain additional
interest payments in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

                The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                                Advanced Accessory Systems, LLC
                                Sterling Town Center
                                12900 Hall Road, Suite 200
                                Sterling Heights, Michigan 48313
                                Attention: Secretary

                                       A-9


                                 ASSIGNMENT FORM

                To assign this Note, fill in the form below:

                (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.

        Date:
              ----------------

                              Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                              on the face of this Note)

               Signature Guarantee:
                                    --------------------------------------------
                                       (Participant in recognized signature
                                       guarantee medallion program)

                                      A-10


                       OPTION OF HOLDER TO ELECT PURCHASE

                If you wish to elect to have all or any portion of this Note
purchased by the Issuers pursuant to Section 4.10 ("NET PROCEEDS OFFER") or
Section 4.15 ("CHANGE OF CONTROL OFFER") of the Indenture, check the applicable
boxes

                / / Net Proceeds Offer:          / / Change of Control Offer:

                    in whole          / /            in whole          / /

                    in part           / /            in part           / /

                    Amount to be                     Amount to be
                    purchased: $___________          purchased: $___________


                Dated:                       Signature:
                       ------------------               ------------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

                Signature Guarantee:
                                     -------------------------------------------
                                        (Participant in recognized signature
                                        guarantee medallion program)

                Social Security Number or
                Taxpayer Identification Number: ________________________________

                                      A-11


                                                                       EXHIBIT B

                              FORM OF SERIES B NOTE

                                 (Face of Note)

                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4% SENIOR NOTE DUE 2011

[THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](2)

- ----------
(2)     To be included only if the Note is issued in global form.

                                       B-1


                         ADVANCED ACCESSORY SYSTEMS, LLC
                             AAS CAPITAL CORPORATION

                          10 3/4 % SENIOR NOTE DUE 2011

                                                   CUSIP No. ___________________
No. ______________                                 $____________________________

Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1

                ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited liability
company (the "COMPANY"), and AAS CAPITAL CORPORATION, a Delaware corporation
("AAS" and, together with the Company, the "ISSUERS," which term includes any
successor entity under the Indenture hereinafter referred to), as joint and
several obligors, for value received, promise to pay to
___________________________________________________, or registered assigns, the
principal sum of _____________________ Dollars on June 15, 2011.

                Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as set forth at this place.

                Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefits under the Indenture referred to
on the reverse hereof or be valid or obligatory for any purpose.

                         [Signatures on following page]

                                       B-2


                IN WITNESS WHEREOF, the Issuers have caused this Note to be duly
executed.

                                       ADVANCED ACCESSORY SYSTEMS, LLC


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                       AAS CAPITAL CORPORATION


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       By:
                                            ------------------------------------
                                            Name:
                                            Title:


This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:

BNY MIDWEST TRUST COMPANY,
as Trustee

By:
     --------------------------------
     Authorized Signatory:

                                       B-3


                                 (Back of Note)

                          10 3/4% Senior Notes due 2011

                Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                1.      INTEREST. The Issuers promise to pay interest on the
principal amount of this Note at the rate of 10 3/4% per annum from the date of
original issuance until maturity. The Issuers will pay interest and Additional
Interest semi-annually on June 15 and December 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an
"INTEREST PAYMENT DATE"). Interest on the Note will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; PROVIDED that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be [     ]. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue payments of the principal, Purchase Price and Redemption Price of this
Note from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to any applicable grace periods)
hereon from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

                2.      METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the June
1 and December 1 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than 10 days prior to
such special interest payment date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The Notes will be
payable as to principal, Redemption Price, Purchase Price, interest and
Additional Interest, if any, at the office or agency of the Issuers maintained
for such purpose within or without the City and State of New York, or, at the
option of the Issuers, payment of interest and Additional Interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders, PROVIDED that payment by wire transfer of immediately available funds
will be required with respect to principal, Redemption Price and Purchase Price
of, and interest and Additional Interest (if any) on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Trustee or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

                3.      PAYING AGENT AND REGISTRAR. Initially, BNY Midwest Trust
Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. The Issuers may act in any such capacity.

                4.      INDENTURE AND GUARANTEES. The Issuers issued $150
million in aggregate principal amount of the Notes on the Issue Date under an
Indenture dated as of May 23, 2003 (the "INDENTURE") among the Issuers, the
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S.C. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. The Notes are general obligations of
the Issuers. Payment on each Note is guaranteed on a senior basis, jointly and
severally, by the Guarantors pursuant to Article Eleven of the Indenture.

                                       B-4


                5.      OPTIONAL REDEMPTION. The Issuers may redeem any or all
of the Notes at any time on or after June 15, 2007, upon not less than 30 nor
more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the Redemption Prices (expressed as a percentage of the principal
amount) set forth below, if redeemed during the 12-month period beginning June
15 of the years indicated below:



                Year                                         Redemption Price
                ----                                         ----------------
                                                              
                2007.......................................      105.375%
                2008.......................................      102.688%
                2009 and thereafter........................      100.000%


in each case together with accrued and unpaid interest and Additional Interest,
if any, to the Redemption Date.

                If less than all the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof to be redeemed by lot, PRO RATA
or by any other method the Trustee shall deem fair and reasonable.

                6.      SPECIAL REDEMPTION. In the event Holdings completes one
or more Public Equity Offerings on or before June 15, 2006, the Issuers, at
their option, may use the net cash proceeds from any such Public Equity Offering
to redeem up to 35% of the original principal amount of the Notes (a "SPECIAL
REDEMPTION") at a Redemption Price of 110.750% of the principal amount, together
with accrued and unpaid interest and Additional Interest (if any), to the date
of redemption, PROVIDED, HOWEVER, that at least 65% of the original principal
amount of the Notes will remain outstanding immediately after each such
redemption; and PROVIDED, FURTHER, that each such redemption shall occur within
90 days after the date of the closing of the applicable Public Equity Offering.
If less than all the Notes are to be redeemed, the Trustee will select the
particular Notes or portions thereof to be redeemed by lot, only on a PRO RATA
basis or on as nearly a PRO RATA basis as is practicable (subject to DTC
procedures).

                7.      MANDATORY REDEMPTION. Except as set forth in Paragraph 9
below with respect to repurchases of Notes in certain events, the Issuers shall
not be required to make mandatory redemption payments with respect to the Notes.

                8.      NOTICE OF REDEMPTION. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more
than 60 days (or 45 days in the case of Mandatory redemption) before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

                9.      REPURCHASE AT OPTION OF HOLDER.

                (a)     If there is a Change of Control, the Issuers shall be
required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof PLUS accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

                (b)     Except as otherwise provided in the Indenture, on the
366th day after an Asset Sale (a "NET PROCEEDS OFFER TRIGGER DATE"), such
aggregate amount of Net Cash Proceeds which have not been applied on or before
such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and
(3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "NET PROCEEDS
OFFER AMOUNT") shall be applied by Holdings or such Restricted Subsidiary to
allow the Issuers to make an offer to purchase (the "NET PROCEEDS OFFER") to all
Holders and, to the extent required by the terms of such Pari Passu
Indebtedness, an offer to purchase to all holders of such Pari Passu
Indebtedness, on a Purchase Date not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all Holders (and
holders of any such Pari Passu Indebtedness) on a PRO RATA basis, that amount of
Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid
interest thereon, if

                                       B-5


any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes and holders of Pari Passu Indebtedness properly tender
such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes and Pari Passu Indebtedness will be purchased on a PRO RATA basis
based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered
(and the Trustee shall select the tendered Notes of tendering Holders on a PRO
RATA basis based on the amount of Notes tendered). A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be
required by law.

                10.     DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Issuers need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                11.     PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes.

                12.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes and the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes, and any existing default or compliance
with any provision of the Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes.
Without the consent of any Holder of a Note, the Indenture, the Notes and the
Guarantees may be amended or supplemented to provide for the issuance of
additional Notes in accordance with the terms of the Indenture, to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
the Issuers' or any Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

                13.     DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest or Additional Interest,
if any, on the Notes; (ii) default in payment when due of principal, Redemption
Price or Purchase Price of the Notes when the same becomes due and payable at
maturity, upon redemption, repurchase or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or a Net Proceeds Offer); (iii) failure by an Issuer or any Guarantor to comply
with any covenant contained in the Indenture for 45 days after notice to such
Issuer or such Guarantor by the Trustee or the Holders of at least 25% of the
aggregate principal amount of the Notes outstanding; (iv) default under certain
other agreements relating to Indebtedness of Holdings and certain of its
Subsidiaries which default (a) is caused by a failure to pay any amount due at
the stated maturity thereof or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final maturity or the maturity of which has been so accelerated,
aggregates $10.0 million or more and such failure shall not have been cured or
waived within 30 days thereof; (v) certain final judgments for the payment of
money that remain undischarged for a period of 60 days, PROVIDED that the
aggregate of all such undischarged judgments exceeds $10.0 million; and (vi)
certain events of bankruptcy or insolvency with respect to Holdings, the Company
or any Significant Subsidiary of Holdings. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional

                                       B-6


Interest, if any, on the Notes shall become immediately due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to payment on any
Note) if it determines that withholding notice is in their interest. The Holders
of a majority in principal amount of the Notes may waive any existing or past
Default or Event of Default under the Indenture, and its consequences, except a
default in the payment of the principal of, or interest on any Notes. The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuers are required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

                14.     TRUSTEE DEALINGS WITH ISSUERS. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Issuers or their Affiliates as if it were not Trustee.

                15.     NO RECOURSE AGAINST OTHERS. No past, present or future
director, manager, officer, employee, incorporator (or Person forming any
limited liability company), agent, member or stockholder of the Issuers, as
such, shall have any liability for any obligations of the Issuers under the
Notes, the Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

                16.     AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                17.     ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                18.     DISCHARGE PRIOR TO MATURITY. If the Issuers deposit with
the Trustee or Paying Agent cash or U.S. Government Securities sufficient to pay
the principal or Redemption Price of, and interest and Additional Interest, if
any, on, the Notes to maturity or a specified Redemption Date and satisfies
certain conditions specified in the Indenture, the Issuers will be discharged
from the Indenture, except for certain Sections thereof.

                19.     GOVERNING LAW. The Indenture, the Guarantees and this
Note shall be governed by and construed in accordance with the laws of the State
of New York but without giving effect to applicable principles of conflicts of
law to the extent that the application of the law of another jurisdiction would
be required thereby. Each of the Issuers, the Guarantors and the Trustee hereby
irrevocably submits to the jurisdiction of any New York state court sitting in
the Borough of Manhattan in the City of New York or any federal court sitting in
the Borough of Manhattan in the City of New York in respect of any suit, action
or proceeding arising out of or relating to the Indenture and the Notes, and
irrevocably accept for itself and in respect of its property, generally and
unconditionally, jurisdiction of the aforesaid courts. Each of the Issuers, the
Guarantors and the Trustee irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Issuers or any Guarantor in any
other jurisdiction.

                20.     CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made

                                       B-7


as to the correctness or accuracy of such numbers either as printed on the Notes
or as contained in any notice of redemption or repurchase and reliance may be
placed only on the other identification numbers placed thereon.

                The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture. Request may be made to:

                                Advanced Accessory Systems, LLC
                                Sterling Town Center
                                12900 Hall Road, Suite 200
                                Sterling Heights, Michigan 48313
                                Attention: Secretary

                                       B-8


                                 ASSIGNMENT FORM

                To assign this Note, fill in the form below:

                (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.

        Date:
              --------------

                              Your Signature:
                                              --------------------------------
                                              (Sign exactly as your name appears
                                              on the face of this Note)

               Signature Guarantee:
                                    --------------------------------------------
                                       (Participant in recognized signature
                                       guarantee medallion program)

                                       B-9


                       OPTION OF HOLDER TO ELECT PURCHASE

                If you wish to elect to have all or any portion of this Note
purchased by the Issuers pursuant to Section 4.10 ("NET PROCEEDS OFFER") or
Section 4.15 ("CHANGE OF CONTROL OFFER") of the Indenture, check the applicable
boxes

                / / Net Proceeds Offer:          / / Change of Control Offer:

                    in whole          / /            in whole          / /

                    in part           / /            in part           / /

                    Amount to be                     Amount to be
                    purchased: $___________          purchased: $___________


                Dated: ____________________  Signature:
                                                        ----------------------
                                                        (Sign exactly as your
                                                        name appears on the
                                                        other side of this Note)

                Signature Guarantee:
                                     -------------------------------------------
                                        (Participant in recognized signature
                                        guarantee medallion program)

                Social Security Number or
                Taxpayer Identification Number: ________________________________

                                      B-10


                                                                       EXHIBIT C

                                    GUARANTEE

                For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other Obligations of the Issuers under the
Indenture (as defined below) or the Note, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article Eleven of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article Eleven of the Indenture and its
terms shall be evidenced therein. The validity and enforceability of this
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of May 23, 2003, among
Advanced Accessory Systems, LLC, a Delaware limited liability company (the
"COMPANY") and AAS Capital Corporation, a Delaware corporation ("AAS" and,
together with the Company, the "ISSUERS"), as joint and several obligors, each
of the Guarantors named therein and BNY Midwest Trust Company, as trustee (the
"TRUSTEE") (as amended or supplemented, the "INDENTURE").

                THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

                         [Signatures on following page]

                                       C-1


                This Guarantee is subject to release upon the terms set forth in
the Indenture.

                                         [GUARANTOR]


                                         By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                       C-2


                                                                    EXHIBIT D(1)

                        FORM OF REGULATION S CERTIFICATE

                                                     ___________________,_______


BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                This letter relates to U.S. $ ______________ principal amount at
maturity of Notes represented by a certificate (the "LEGENDED CERTIFICATE")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "INDENTURE") dated as
of May 23, 2003 relating to the Notes, we hereby certify that we are (or we will
hold such securities on behalf of) a person outside the United States to whom
the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

                You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S).

                                         Very truly yours,

                                         [Name of Holder]


                                         By:
                                              ----------------------------------
                                                     Authorized Signature

                                     D(1)-1


                                                                    EXHIBIT D(2)

                           CERTIFICATE TO BE DELIVERED
               UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES

                                                       _________________, ______


BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                This Certificate relates to $ _____________ principal amount of
Notes held in *____ book-entry or * _____ certificated form by
____________________(the "TRANSFEROR").

                The Transferor:*

                / / has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note
(or the portion thereof indicated above); or

                / / has requested the Trustee by written order to exchange or
register the transfer of a Note or Notes.

                In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*

                / / Such Note is being acquired for the Transferor's own
account, without transfer.

                / / Such Note is being transferred to a "QUALIFIED INSTITUTIONAL
BUYER" (as defined in Rule 144A under the Securities Act of 1933, as amended
(the "SECURITIES ACT")) in reliance on Rule 144A.

                / / Such Note is being transferred to an "ACCREDITED INVESTOR"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in
accordance with Regulation D under the Securities Act.

- ----------
*       Check applicable box

                                     D(2)-1


                / / Such Note is being transferred pursuant to an exemption from
registration in accordance with Regulation S under the Securities Act.

                / / Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement
under the Securities Act.

                / / Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act.
An Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.

                                         Very truly yours,


                                         _______________________________________
                                         [INSERT NAME OF TRANSFEROR]


                                         By:
                                              ----------------------------------
                                              Name:
                                              Title

Date:
      ------------------

                                     D(2)-2


                                                                       EXHIBIT E

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON QIB ACCREDITED INVESTORS

                                                  ______________________,_______


BNY Midwest Trust Company
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                In connection with our proposed purchase of 10 3/4% Senior Notes
due 2011 (the "NOTES") of the Issuers, we confirm that:

                1.      We understand that any subsequent transfer of the Notes
is subject to certain restrictions and conditions set forth in the Indenture
dated as of May 23, 2003 relating to the Notes (the "INDENTURE") and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the "SECURITIES ACT").

                2.      We understand that the Notes have not been registered
under the Securities Act or any other applicable securities law, and that the
Notes may not be offered, sold or otherwise transferred except as permitted in
the following sentence. We agree, on our own behalf and on behalf of any
accounts for which we are acting as hereinafter stated, that if we should offer,
sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two
years after the original issuance of the Notes, we will do so only (A) to the
Issuers or any subsidiary thereof, (B) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act, (C)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available) (F) in accordance with another exemption from
the registration requirements of the Securities, or (G) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein and in the
Indenture.

                3.      We understand that, on any proposed transfer of any
Notes prior to the later of the original issue date of the Securities and the
last date the Notes were held by an affiliate of the Issuers pursuant to
paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish to you and
the Issuers such certifications, legal opinions and other information as you and
the Issuers may reasonably require to confirm that the proposed transfer
complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

                4.      We are an institutional "ACCREDITED INVESTOR" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting

                                       E-1


are acquiring the Notes for investment purposes and not with a view to, or offer
of sale in connection with, any distribution in violation of the Securities Act,
and we are each able to bear the economic risk of our or its investment.

                5.      We are acquiring the Notes purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

                You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                         Very truly yours,

                                         (Name of Transferee)


                                         By:
                                              ----------------------------------
                                                     Authorized Signature

                                       E-2


                                                                       EXHIBIT F

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S

                                                      __________________, ______


BNY Midwest Trust Company
Attention: Corporate Trust Department
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

                Re:  Advanced Accessory Systems, LLC and AAS Capital Corporation
                     (the "Issuers") 10 3/4% Senior Notes due 2011 (the "Notes")
                     -----------------------------------------------------------

Dear Sirs:

                In connection with our proposed sale of $_________ aggregate
principal amount at maturity of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:

                (1)     the offer of the Notes was not made to a person in the
United States;

                (2)     at the time the buy order was originated, the transferee
was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States;

                (3)     no directed selling efforts have been made by us in the
United States in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S, as applicable; and

                (4)     the transaction is not part of a plan or scheme to evade
the registration requirements of the U.S. Securities Act of 1913.

                You and the Issuers are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                         Very truly yours,

                                         [Name of Transferor]


                                         By:
                                              ----------------------------------
                                                     Authorized Signature

                                       F-1

EX-4.3

                                                                     EXHIBIT 4.3

- --------------------------------------------------------------------------------


                          REGISTRATION RIGHTS AGREEMENT

                            Dated as of May 23, 2003

                                      Among

                         ADVANCED ACCESSORY SYSTEMS, LLC

                             AAS CAPITAL CORPORATION

                                       and

                           THE GUARANTORS NAMED HEREIN

                                   as Issuers,

                                       and

                         DEUTSCHE BANK SECURITIES INC.,

                                       and

                         CREDIT SUISSE FIRST BOSTON LLC,
                              as Initial Purchasers

                          10 3/4% Senior Notes due 2011


- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                           
1.   Definitions.............................................................  1

2.   Exchange Offer..........................................................  5

3.   Shelf Registration......................................................  9

4.   Additional Interest..................................................... 10

5.   Registration Procedures................................................. 12

6.   Registration Expenses................................................... 21

7.   Indemnification and Contribution........................................ 22

8.   Rules 144 and 144A...................................................... 26

9.   Underwritten Registrations.............................................. 26

10.  Miscellaneous........................................................... 27


                                       -i-


                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this "AGREEMENT") is dated as of
May 23, 2003, among ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited
liability company ("AAS"), AAS CAPITAL CORPORATION, a Delaware corporation
("AASC" and, together with AAS, the "COMPANIES"), CHAAS Acquisitions, LLC, the
direct holding company of AAS (the "PARENT") and the other subsidiaries of the
Parent that are listed on the signature pages hereto (other than the Companies,
collectively, and together with any entity that in the future executes a
supplemental indenture pursuant to which such entity agrees to guarantee the
Notes (as hereinafter defined), the "GUARANTORS" and, together with the
Companies, the "ISSUERS"), and DEUTSCHE BANK SECURITIES INC. and CREDIT SUISSE
FIRST BOSTON LLC, as initial purchasers (the "INITIAL PURCHASERS").

          This Agreement is entered into in connection with the Purchase
Agreement by and among the Issuers and the Initial Purchasers, dated as of May
20, 2003 (the "PURCHASE AGREEMENT"), which provides for, among other things, the
sale by the Companies to the Initial Purchasers of $150,000,000 aggregate
principal amount of their 10 3/4% Senior Notes due 2011 (the "NOTES"),
guaranteed by the Guarantors (the "GUARANTEES"). The Notes and the Guarantees
are collectively referenced to herein as the "SECURITIES". In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Issuers have
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchasers and any subsequent holder or holders of the
Securities. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Securities under the Purchase
Agreement.

          The parties hereby agree as follows:

     1.   DEFINITIONS

          As used in this Agreement, the following terms shall have the
following meanings:

          ADDITIONAL INTEREST: See Section 4(a) hereto.

          ADVICE: See the last paragraph of Section 5 hereto.

          AGREEMENT: See the introductory paragraphs hereto.

          APPLICABLE PERIOD: See Section 2(b) hereto.

          BLACKOUT PERIOD: See Section 3(d) hereto.



                                       -2-

          BUSINESS DAY: Any day that is not a Saturday, Sunday or a day on which
banking institutions in New York are authorized or required by law to be closed.

          COMPANIES: See the introductory paragraphs hereto.

          EFFECTIVENESS DATE: With respect to (i) the Exchange Offer
Registration Statement, the 150th day after the Issue Date and (ii) any Shelf
Registration Statement, the 150th day after the Filing Date with respect
thereto; PROVIDED, HOWEVER, that if the Effectiveness Date would otherwise fall
on a day that is not a Business Day, then the Effectiveness Date shall be the
next succeeding Business Day.

          EFFECTIVENESS PERIOD: See Section 3(a) hereto.

          EVENT DATE: See Section 4 hereto.

          EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

          EXCHANGE NOTES: See Section 2(a) hereto.

          EXCHANGE OFFER: See Section 2(a) hereto.

          EXCHANGE OFFER REGISTRATION STATEMENT: See Section 2(a) hereto.

          FILING DATE: (A) With respect to the Exchange Offer Registration
Statement, the 90th day after the Issue Date; and (B) in any other case (which
may be applicable notwithstanding the consummation of the Exchange Offer), the
90th day after the delivery of a Shelf Notice as required pursuant to Section
2(c) hereto; PROVIDED, HOWEVER, that if the Filing Date would otherwise fall on
a day that is not a Business Day, then the Filing Date shall be the next
succeeding Business Day.

          GUARANTEES: See the introductory paragraphs hereto.

          GUARANTORS: See the introductory paragraphs hereto.

          HOLDER: Any holder of a Registrable Note or Registrable Notes.

          INDENTURE: The Indenture, dated as of May 23, 2003, by and among the
Issuers and BNY Trust Midwest Company, as Trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance
with the terms thereto.

          INFORMATION: See Section 5(n) hereto.

          INITIAL PURCHASERS: See the introductory paragraphs hereto.



                                       -3-

          INITIAL SHELF REGISTRATION: See Section 3(a) hereto.

          INSPECTORS: See Section 5(n) hereto.

          ISSUE DATE: May 23, 2003, the date of original issuance of the Notes.

          ISSUERS: See the introductory paragraphs hereto.

          NASD: See Section 5(r) hereto.

          NOTES: See the introductory paragraphs hereto.

          PARTICIPANT: See Section 7(a) hereto.

          PARTICIPATING BROKER-DEALER: See Section 2(b) hereto.

          PERSON: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

          PRIVATE EXCHANGE: See Section 2(b) hereto.

          PRIVATE EXCHANGE NOTES: See Section 2(b) hereto.

          PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
under the Securities Act and any term sheet filed pursuant to Rule 434 under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

          PURCHASE AGREEMENT: See the introductory paragraphs hereto.

          RECORDS: See Section 5(n) hereto.

          REGISTRABLE NOTES: Each Note (and the related Guarantees) upon its
original issuance and at all times subsequent thereto, each Exchange Note (and
the related guarantees) as to which Section 2(c)(iv) hereto is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange
Note (and the related guarantees) upon original issuance thereof and at all
times subsequent thereto, until, in each case, the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(iv) hereto is applicable, the Exchange Offer Registration
Statement) covering such



                                       -4-

Note, Exchange Note or Private Exchange Note (and the related guarantees) has
been declared effective by the SEC and such Note, Exchange Note or such Private
Exchange Note (and the related guarantees), as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes (and the related guarantees) that may be resold without
restriction under state and federal securities laws, (iii) such Note, Exchange
Note or Private Exchange Note (and the related guarantees), as the case may be,
ceases to be outstanding for purposes of the Indenture or (iv) such Note,
Exchange Note or Private Exchange Note (and the related guarantees), as the case
may be, may be resold without restriction pursuant to Rule 144(k) (as amended or
replaced) under the Securities Act.

          REGISTRATION STATEMENT: Any registration statement of the Issuers that
covers any of the Notes, the Exchange Notes or the Private Exchange Notes (and
the related Guarantees or guarantees, as the case may be) filed with the SEC
under the Securities Act, including the Prospectus, amendments and supplements
to such registration statement, including post-effective amendments, all
exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

          RULE 144: Rule 144 under the Securities Act.

          RULE 144A: Rule 144A under the Securities Act.

          RULE 405: Rule 405 under the Securities Act.

          RULE 415: Rule 415 under the Securities Act.

          RULE 424: Rule 424 under the Securities Act.

          SEC: The United States Securities and Exchange Commission or any
successor agency thereto.

          SECURITIES: See the introductory paragraphs hereto.

          SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder.

          SHELF NOTICE: See Section 2(c) hereto.

          SHELF REGISTRATION: See Section 3(b) hereto.

          SHELF REGISTRATION STATEMENT: Any Registration Statement relating to a
Shelf Registration.

          SUBSEQUENT SHELF REGISTRATION: See Section 3(b) hereto.



                                       -5-

          TIA: The Trust Indenture Act of 1939, as amended.

          TRUSTEE: The trustee under the Indenture and the trustee (if any)
under any indenture governing the Exchange Notes and Private Exchange Notes (and
the related guarantees).

          UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which securities of one or more of the Issuers are sold to an underwriter for
reoffering to the public.

          Except as otherwise specifically provided, all references in this
Agreement to acts, laws, statutes, rules, regulations, releases, forms,
no-action letters and other regulatory requirements (collectively, "REGULATORY
REQUIREMENTS") shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; PROVIDED that Rule 144 shall not be
deemed to amend or replace Rule 144A.

     2.   EXCHANGE OFFER

          (a)    Unless the Exchange Offer would violate applicable law or any
applicable interpretation of the staff of the SEC, the Issuers shall file with
the SEC, no later than the Filing Date, a Registration Statement (the "Exchange
Offer Registration Statement") on an appropriate registration form with respect
to a registered offer (the "Exchange Offer") to exchange any and all of the
Registrable Notes for a like aggregate principal amount of debt securities of
the Companies (the "Exchange Notes"), guaranteed by the Guarantors, that are
identical in all material respects to the Securities, except that (i) the
Exchange Notes shall contain no restrictive legend thereon and (ii) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the Issue Date, and which are
entitled to the benefits of the Indenture or a trust indenture which is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such other trust indenture as are necessary to comply with
the TIA) and which, in either case, has been qualified under the TIA. The
Exchange Offer shall comply with all applicable tender offer rules and
regulations under the Exchange Act and other applicable laws. The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or
longer if required by applicable law) after the date that notice of the Exchange
Offer is mailed to Holders; and (z) consummate the Exchange Offer on or prior to
the 180th day following the Issue Date.

          Each Holder (including, without limitation, each Participating
Broker-Dealer) who participates in the Exchange Offer will be required to
represent to the Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Notes acquired in exchange for
Registrable Notes tendered are being acquired in the ordinary course of business
of the Person receiving such Exchange Notes, whether or not such recipient is



                                       -6-

such Holder itself; (ii) at the time of the commencement or consummation of the
Exchange Offer neither such Holder nor, to the actual knowledge of such Holder,
any other Person receiving Exchange Notes from such Holder has an arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act; (iii) neither the
Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Notes from such Holder is an "affiliate" (as defined in Rule 405) of
the Issuers or, if it is an affiliate of the Issuers, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable and will provide information to be included in the Shelf
Registration Statement in accordance with Section 5 hereto in order to have
their Notes included in the Shelf Registration Statement and benefit from the
provisions regarding Additional Interest in Section 4 hereto; (iv) neither such
Holder nor, to the actual knowledge of such Holder, any other Person receiving
Exchange Notes from such Holder is engaging in or intends to engage in a
distribution of the Exchange Notes; and (v) if such Holder is a Participating
Broker-Dealer, such Holder has acquired the Registrable Notes as a result of
market-making activities or other trading activities and that it will comply
with the applicable provisions of the Securities Act (including, but not limited
to, the prospectus delivery requirements thereunder).

          Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply solely with
respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as
to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating
Broker-Dealers, and the Issuers shall have no further obligation to register
Registrable Notes (other than Private Exchange Notes and Exchange Notes as to
which clause 2(c)(iv) hereto applies) pursuant to Section 3 hereto.

          No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement.

          (b)    The Issuers shall include within the Prospectus contained in
the Exchange Offer Registration Statement a section entitled "Plan of
Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or policies
represent the prevailing views of the staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.



                                       -7-

          The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Notes; PROVIDED, HOWEVER, that
such period shall not be required to exceed 90 days or such longer period if
extended pursuant to the last paragraph of Section 5 hereto (the "APPLICABLE
PERIOD").

          If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have the status of an unsold
allotment in the initial distribution, the Issuers upon the request of the
Initial Purchasers shall simultaneously with the delivery of the Exchange Notes
issue and deliver to the Initial Purchasers, in exchange (the "PRIVATE
EXCHANGE") for such Notes held by any such Holder, a like principal amount of
notes (the "PRIVATE EXCHANGE NOTES") of the Issuers, guaranteed by the
Guarantors, that are identical in all material respects to the Exchange Notes
except for the placement of a restrictive legend on such Private Exchange Notes.
The Private Exchange Notes shall be issued pursuant to the same indenture as the
Exchange Notes and bear the same CUSIP number as the Exchange Notes.

          In connection with the Exchange Offer, the Issuers shall:

          (1)    mail, or cause to be mailed, to each Holder of record entitled
     to participate in the Exchange Offer a copy of the Prospectus forming part
     of the Exchange Offer Registration Statement, together with an appropriate
     letter of transmittal and related documents;

          (2)    use their reasonable best efforts to keep the Exchange Offer
     open for not less than 30 days after the date that notice of the Exchange
     Offer is mailed to Holders (or longer if required by applicable law);

          (3)    utilize the services of a depositary for the Exchange Offer
     with an address in the Borough of Manhattan, The City of New York;

          (4)    permit Holders to withdraw tendered Securities at any time
     prior to the close of business, New York time, on the last Business Day on
     which the Exchange Offer remains open; and

          (5)    otherwise comply in all material respects with all applicable
     laws, rules and regulations.

          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuers shall:



                                       -8-

          (1)    accept for exchange all Registrable Notes validly tendered and
     not validly withdrawn pursuant to the Exchange Offer and the Private
     Exchange, if any;

          (2)    deliver to the Trustee for cancellation all Registrable Notes
     so accepted for exchange; and

          (3)    cause the Trustee to authenticate and deliver promptly to each
     Holder of Securities, Exchange Notes or Private Exchange Notes, as the case
     may be, equal in principal amount to the Securities of such Holder so
     accepted for exchange; PROVIDED that, in the case of any Securities held in
     global form by a depositary, authentication and delivery to such depositary
     of one or more replacement Securities in global form in an equivalent
     principal amount thereto for the account of such Holders in accordance with
     the Indenture shall satisfy such authentication and delivery requirement.

          The Exchange Offer and the Private Exchange shall not be subject to
any conditions, other than that (i) the Exchange Offer or Private Exchange, as
the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Issuers; and
(iii) all governmental approvals shall have been obtained, which approvals the
Issuers deem necessary for the consummation of the Exchange Offer or Private
Exchange.

          The Exchange Notes and the Private Exchange Notes shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture and which, in either case, has been qualified under the TIA or
is exempt from such qualification and shall provide that the Exchange Notes
shall not be subject to the transfer restrictions set forth in the Indenture.
The Indenture or such indenture shall provide that the Exchange Notes, the
Private Exchange Notes and the Securities shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange
Notes or the Securities will have the right to vote or consent as a separate
class on any matter.

          (c)    If, (i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuers are not permitted to effect
the Exchange Offer, (ii) the Exchange Offer is not consummated within 180 days
of the Issue Date, (iii) the Initial Purchasers or any holder of Private
Exchange Notes so requests in writing to the Companies at any time after the
consummation of the Exchange Offer, or (iv) in the case of any Holder that
participates in the Exchange Offer, such Holder does not receive Exchange Notes
on the date of the exchange that may be sold without restriction under state and
federal securities laws (other than due solely to the status of such Holder as
an affiliate of the Issuers within the meaning of the Securities Act) and so
notifies the Companies within 30 days after such Holder first becomes aware of
such restrictions, in the case of each of clauses (i) to and in-



                                       -9-

cluding (iv) of this sentence, then the Issuers shall promptly deliver to the
Holders and the Trustee written notice thereto (the "Shelf Notice") and shall
file a Shelf Registration pursuant to Section 3 hereto.

     3.   SHELF REGISTRATION

          If at any time a Shelf Notice is delivered as contemplated by Section
2(c) hereto, then:

          (a)    SHELF REGISTRATION. The Issuers shall as promptly as
     practicable file with the SEC a Registration Statement for an offering to
     be made on a continuous basis pursuant to Rule 415 covering all of the
     Registrable Notes (the "Initial Shelf Registration"). The Issuers shall use
     their reasonable best efforts to file with the SEC the Initial Shelf
     Registration on or prior to the applicable Filing Date. The Initial Shelf
     Registration shall be on Form S-1 or another appropriate form permitting
     registration of such Registrable Notes for resale by Holders in the manner
     or manners designated by them (including, without limitation, one or more
     underwritten offerings). The Issuers shall not permit any securities other
     than the Registrable Notes and the Guarantees to be included in the Initial
     Shelf Registration or any Subsequent Shelf Registration (as defined below).

          The Issuers shall use their reasonable best efforts to cause the Shelf
     Registration to be declared effective under the Securities Act on or prior
     to the Effectiveness Date and, subject to Section 3(d), to keep the Initial
     Shelf Registration continuously effective under the Securities Act until
     the date that is two years from the Issue Date or such shorter period
     ending when all Registrable Notes cease to be Registrable Notes, or all
     Registrable Notes covered by the Initial Shelf Registration have been sold
     in the manner set forth and as contemplated in the Initial Shelf
     Registration or, if applicable, a Subsequent Shelf Registration (as may be
     extended pursuant to the last paragraph of Section 5 hereto, the
     "EFFECTIVENESS PERIOD"); PROVIDED, HOWEVER, that the Effectiveness Period
     in respect of the Initial Shelf Registration shall be extended to the
     extent required to permit dealers to comply with the applicable prospectus
     delivery requirements of Rule 174 under the Securities Act and as otherwise
     provided herein and shall be subject to reduction to the extent that the
     applicable provisions of Rule 144(k) are amended or revised to reduce the
     two year holding period set forth therein.

          (b)    WITHDRAWAL OF STOP ORDERS; SUBSEQUENT SHELF REGISTRATIONS. If
     the Initial Shelf Registration or any Subsequent Shelf Registration ceases
     to be effective for any reason at any time during the Effectiveness Period
     (other than because of the sale of all of the Notes registered thereunder),
     the Issuers shall use their reasonable best efforts to obtain the prompt
     withdrawal of any order suspending the effectiveness thereto, and in any
     event shall within 30 days of such cessation of effectiveness amend such
     Shelf Registration Statement in a manner to obtain the withdrawal of the
     order



                                      -10-

     suspending the effectiveness thereto, or file an additional Shelf
     Registration Statement pursuant to Rule 415 covering all of the Registrable
     Notes covered by and not sold under the Initial Shelf Registration or an
     earlier Subsequent Shelf Registration (each, a "Subsequent Shelf
     Registration"). If a Subsequent Shelf Registration is filed, the Issuers
     shall use their reasonable best efforts to cause the Subsequent Shelf
     Registration to be declared effective under the Securities Act as soon as
     practicable after such filing and to keep such subsequent Shelf
     Registration continuously effective for a period equal to the number of
     days in the Effectiveness Period less the aggregate number of days during
     which the Initial Shelf Registration or any Subsequent Shelf Registration
     was previously continuously effective. As used herein the term "Shelf
     Registration" means the Initial Shelf Registration and any Subsequent Shelf
     Registration.

          (c)    SUPPLEMENTS AND AMENDMENTS. The Issuers shall promptly
     supplement and amend the Shelf Registration if required by the rules,
     regulations or instructions applicable to the registration form used for
     such Shelf Registration, if required by the Securities Act, or if
     reasonably requested by the Holders of a majority in aggregate principal
     amount of the Registrable Notes (or their counsel) covered by such
     Registration Statement with respect to the information included therein
     with respect to one or more of such Holders, or by any underwriter of such
     Registrable Notes with respect to the information included therein with
     respect to such underwriter.

          (d)    BLACKOUT PERIOD. Notwithstanding anything to the contrary in
     this Agreement, the Companies, upon notice to the Holders of Registrable
     Notes, may suspend the use of the Prospectus included in any Shelf
     Registration Statement in the event that and for a period of time (a
     "BLACKOUT PERIOD") not to exceed an aggregate of 60 days in any twelve
     month period if (1) the Board of Directors of the Parent or the Issuers
     determine that the disclosure of an event, occurrence or other item at such
     time could reasonably be expected to have a material adverse effect on the
     business, operations or prospects of the Parent and its subsidiaries or (2)
     the disclosure otherwise relates to a material business transaction which
     has not been publicly disclosed and the Board of Directors of the Parent or
     the Issuers determine, in good faith, that any such disclosure would
     jeopardize the success of such transaction or that disclosure of the
     transaction is prohibited pursuant to the terms thereto; PROVIDED, that,
     upon the termination of such Blackout Period, the Companies promptly shall
     notify the Holders of Registrable Notes that such Blackout Period has been
     terminated.

     4.   ADDITIONAL INTEREST

          (a)    The Issuers and the Initial Purchasers agree that the Holders
will suffer damages if the Issuers fail to fulfill their obligations under
Section 2 or Section 3 hereto and that it would not be feasible to ascertain the
extent of such damages with precision. Accordingly, the Issuers agree to pay,
jointly and severally, as liquidated damages, additional interest



                                      -11-

on the Notes ("Additional Interest") under the circumstances and to the extent
set forth below (each of which shall be given independent effect):

          (i)    if (A) neither the Exchange Offer Registration Statement nor
     the Initial Shelf Registration has been filed on or prior to the Filing
     Date applicable thereto or (B) notwithstanding that the Issuers have
     consummated or will consummate the Exchange Offer, the Issuers are required
     to file a Shelf Registration and such Shelf Registration is not filed on or
     prior to the Filing Date applicable thereto, then, commencing on the day
     after any such Filing Date, Additional Interest shall accrue on the
     principal amount of the Notes at a rate of 0.50% per annum for the first 90
     days immediately following such applicable Filing Date, and such Additional
     Interest rate shall increase by an additional 0.50% per annum at the
     beginning of each subsequent 90-day period; or

          (ii)   if (A) neither the Exchange Offer Registration Statement nor
     the Initial Shelf Registration is declared effective by the SEC on or prior
     to the Effectiveness Date applicable thereto or (B) notwithstanding that
     the Issuers have consummated or will consummate the Exchange Offer, the
     Issuers are required to file a Shelf Registration and such Shelf
     Registration is not declared effective by the SEC on or prior to the
     Effectiveness Date applicable to such Shelf Registration, then, commencing
     on the day after such Effectiveness Date, Additional Interest shall accrue
     on the principal amount of the Notes at a rate of 0.50% per annum for the
     first 90 days immediately following the day after such Effectiveness Date,
     and such Additional Interest rate shall increase by an additional 0.50% per
     annum at the beginning of each subsequent 90-day period; or

          (iii)  if (A) the Issuers have not exchanged Exchange Notes for all
     Notes validly tendered in accordance with the terms of the Exchange Offer
     on or prior to the 180th day after the Issue Date or (B) if applicable, a
     Shelf Registration has been declared effective and such Shelf Registration
     ceases to be effective at any time during the Effectiveness Period (other
     than during any Blackout Period relating to such Shelf Registration), then
     Additional Interest shall accrue on the principal amount of the Notes at a
     rate of 0.50% per annum for the first 90 days commencing on the (x) 181st
     day after the Issue Date, in the case of (A) above, or (y) the day such
     Shelf Registration ceases to be effective in the case of (B) above, and
     such Additional Interest rate shall increase by an additional 0.50% per
     annum at the beginning of each such subsequent 90-day period;

PROVIDED, HOWEVER, that (1) the Additional Interest rate on the Notes may not
accrue under more than one of the foregoing clauses (i) - (iii) at any one time
and at no time shall the aggregate amount of additional interest accruing exceed
in the aggregate 1.5% per annum and (2) Additional Interest shall not accrue
under clause (iii)(B) above during the continuation of



                                      -12-

a Blackout Period; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the
applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (ii) of this Section 4), or (3) upon the exchange of the
Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this
Section 4), or upon the effectiveness of the applicable Shelf Registration
Statement which had ceased to remain effective (in the case of (iii)(B) of this
Section 4), Additional Interest on the Notes in respect of which such events
relate as a result of such clause (or the relevant subclause thereto), as the
case may be, shall cease to accrue.

          (b)    The Issuers shall notify the Trustee within two Business Days
after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semiannually on each June 15 and December 15 (to the
holders of record on the June 1 and December 1 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360 day year
comprised of twelve 30 day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360. No
Additional Interest shall accrue with respect to Notes that are not Registrable
Notes.

          (c)    The parties hereto agree that the Additional Interest provided
for in this Section 4 constitutes the sole damages that will be suffered by
Holders of Registrable Notes by reason of the occurrence of any of the events
described in Section 4(a)(i)-(iii) hereto.

     5.   REGISTRATION PROCEDURES

          In connection with the filing of any Registration Statement pursuant
to Section 2 or 3 hereto, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereto, and pursuant thereto and in connection
with any Registration Statement filed by the Issuers hereunder each of the
Issuers shall:

          (a)    Prepare and file with the SEC prior to the applicable Filing
     Date a Registration Statement or Registration Statements as prescribed by
     Section 2 or 3 hereto, and use their reasonable best efforts to cause each
     such Registration Statement to become effective and remain effective as
     provided herein; provided, however, that if (1) such filing is pursuant to
     Section 3 hereto or (2) a Prospectus contained in the Exchange Offer
     Registration Statement filed pursuant to Section 2 hereto is required to be
     delivered under the Securities Act by any Participating Broker-Dealer who
     seeks



                                      -13-

     be delivered under the Securities Act by any Participating Broker-Dealer
     who seeks to sell Exchange Notes during the Applicable Period relating
     thereto from whom any Issuer has received written notice that it will be a
     Participating Broker-Dealer in the Exchange Offer, before filing any
     Registration Statement or Prospectus or any amendments or supplements
     thereto, the Issuers shall furnish to and afford the Holders of the
     Registrable Notes covered by such Registration Statement (with respect to a
     Registration Statement filed pursuant to Section 3 hereto) or each such
     Participating Broker-Dealer (with respect to any such Registration
     Statement), as the case may be, their counsel and the managing
     underwriters, if any, a reasonable opportunity to review copies of all such
     documents (including copies of any documents to be incorporated by
     reference therein and all exhibits thereto) proposed to be filed (in each
     case at least five business days prior to such filing). The Issuers shall
     not file any Registration Statement or Prospectus or any amendments or
     supplements thereto if the Holders of a majority in aggregate principal
     amount of the Registrable Notes covered by such Registration Statement,
     their counsel, or the managing underwriters, if any, shall reasonably
     object on a timely basis.

          (b)    Prepare and file with the SEC such amendments and
     post-effective amendments to each Shelf Registration Statement or Exchange
     Offer Registration Statement, as the case may be, as may be necessary to
     keep such Registration Statement continuously effective for the
     Effectiveness Period, the Applicable Period or until consummation of the
     Exchange Offer, as the case may be; cause the related Prospectus to be
     supplemented by any Prospectus supplement required by applicable law, and
     as so supplemented to be filed pursuant to Rule 424; and comply with the
     provisions of the Securities Act and the Exchange Act applicable to it with
     respect to the disposition of all securities covered by such Registration
     Statement as so amended or in such Prospectus as so supplemented and with
     respect to the subsequent resale of any securities being sold by a
     Participating Broker-Dealer covered by any such Prospectus; provided that,
     to the extent relating to a Shelf Registration Statement, none of the
     foregoing shall be required during a Blackout Period. Other than during any
     Blackout Period with respect to a Shelf Registration Statement, the Issuers
     shall be deemed not to have used their reasonable best efforts to keep a
     Registration Statement effective if any Issuer voluntarily takes any action
     that would result in selling Holders of the Registrable Notes covered
     thereby or Participating Broker-Dealers seeking to sell Exchange Notes not
     being able to sell such Registrable Notes or such Exchange Notes during
     that period unless such action is required by applicable law or permitted
     by this Agreement.

          (c)    If (1) a Shelf Registration is filed pursuant to Section 3
     hereto, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereto is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period re-



                                      -14-

     lating thereto from whom any Issuer has received written notice that it
     will be a Participating Broker-Dealer in the Exchange Offer, notify the
     selling Holders of Registrable Notes (with respect to a Registration
     Statement filed pursuant to Section 3 hereto), or each such Participating
     Broker-Dealer (with respect to any such Registration Statement), as the
     case may be, their counsel and the managing underwriters, if any, promptly
     (but in any event within one business day), and confirm such notice in
     writing, (i) when a Prospectus or any Prospectus supplement or
     post-effective amendment has been filed, and, with respect to a
     Registration Statement or any post-effective amendment, when the same has
     become effective under the Securities Act (including in such notice a
     written statement that any Holder may, upon request, obtain, at the sole
     expense of the Issuers, one conformed copy of such Registration Statement
     or post-effective amendment including financial statements and schedules,
     documents incorporated or deemed to be incorporated by reference and
     exhibits), (ii) of the issuance by the SEC of any stop order suspending the
     effectiveness of a Registration Statement or of any order preventing or
     suspending the use of any preliminary prospectus or the initiation of any
     proceedings for that purpose, (iii) if at any time when a prospectus is
     required by the Securities Act to be delivered in connection with sales of
     the Registrable Notes or resales of Exchange Notes by Participating
     Broker-Dealers the representations and warranties of the Issuers contained
     in any agreement (including any underwriting agreement) contemplated by
     Section 5(m) hereto cease to be true and correct, (iv) of the receipt by
     any Issuer of any notification with respect to the suspension of the
     qualification or exemption from qualification of a Registration Statement
     or any of the Registrable Notes or the Exchange Notes to be sold by any
     Participating Broker-Dealer for offer or sale in any jurisdiction, or the
     initiation or threatening of any proceeding for such purpose, (v) of the
     happening of any event, the existence of any condition or any information
     becoming known that makes any statement made in such Registration Statement
     or related Prospectus or any document incorporated or deemed to be
     incorporated therein by reference untrue in any material respect or that
     requires the making of any changes in or amendments or supplements to such
     Registration Statement, Prospectus or documents so that, in the case of the
     Registration Statement, it will not contain any untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary to make the statements therein not misleading, and
     that in the case of the Prospectus, it will not contain any untrue
     statement of a material fact or omit to state any material fact required to
     be stated therein or necessary to make the statements therein, in the light
     of the circumstances under which they were made, not misleading, and (vi)
     of the Issuers' determination that a post-effective amendment to a
     Registration Statement would be appropriate.

          (d)    Use their reasonable best efforts to prevent the issuance of
     any order suspending the effectiveness of a Registration Statement or of
     any order preventing or suspending the use of a Prospectus or suspending
     the qualification (or exemption from



                                      -15-

     qualification) of any of the Registrable Notes or the Exchange Notes to be
     sold by any Participating Broker-Dealer, for sale in any jurisdiction, and,
     if any such order is issued, to use their reasonable best efforts to obtain
     the withdrawal of any such order at the earliest practicable moment.

          (e)    Subject to Section 3(d), if a Shelf Registration is filed
     pursuant to Section 3 and if requested during the Effectiveness Period by
     the managing underwriter or underwriters (if any), the Holders of a
     majority in aggregate principal amount of the Registrable Notes being sold
     in connection with an underwritten offering or any Participating
     Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus
     supplement or post-effective amendment such information as the managing
     underwriter or underwriters (if any), such Holders, any Participating
     Broker-Dealer or counsel for any of them reasonably request to be included
     therein, (ii) make all required filings of such prospectus supplement or
     such post-effective amendment as soon as practicable after the Companies
     have received notification of the matters to be incorporated in such
     prospectus supplement or post-effective amendment, and (iii) supplement or
     make amendments to such Registration Statement.

          (f)    If (1) a Shelf Registration is filed pursuant to Section 3
     hereto, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereto is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, furnish to each selling
     Holder of Registrable Notes (with respect to a Registration Statement filed
     pursuant to Section 3 hereto) and to each such Participating Broker-Dealer
     who so requests (with respect to any such Registration Statement) and to
     their respective counsel and each managing underwriter, if any, at the sole
     expense of the Issuers, one conformed copy of the Registration Statement or
     Registration Statements and each post-effective amendment thereto,
     including financial statements and schedules, and, if requested, all
     documents incorporated or deemed to be incorporated therein by reference
     and all exhibits.

          (g)    If (1) a Shelf Registration is filed pursuant to Section 3
     hereto, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereto is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, deliver to each selling
     Holder of Registrable Notes (with respect to a Registration Statement filed
     pursuant to Section 3 hereto), or each such Participating Broker-Dealer
     (with respect to any such Registration Statement), as the case may be,
     their respective counsel, and the underwriters, if any, at the sole expense
     of the Issuers, as many copies of the Prospectus or Prospectuses (including
     each form of preliminary prospectus) and each amendment or supplement
     thereto and any documents incorporated by reference therein as such Persons
     may reasonably request; and, subject to the last paragraph of



                                      -16-

     this Section 5, the Issuers hereby consent to the use of such Prospectus
     and each amendment or supplement thereto by each of the selling Holders of
     Registrable Notes or each such Participating Broker-Dealer, as the case may
     be, and the underwriters or agents, if any, and dealers, if any, in
     connection with the offering and sale of the Registrable Notes covered by,
     or the sale by Participating Broker-Dealers of the Exchange Notes pursuant
     to, such Prospectus and any amendment or supplement thereto.

          (h)    Prior to any public offering of Registrable Notes or any
     delivery of a Prospectus contained in the Exchange Offer Registration
     Statement by any Participating Broker-Dealer who seeks to sell Exchange
     Notes during the Applicable Period, use their reasonable best efforts to
     register or qualify, and to cooperate with the selling Holders of
     Registrable Notes or each such Participating Broker-Dealer, as the case may
     be, the managing underwriter or underwriters, if any, and their respective
     counsel in connection with the registration or qualification (or exemption
     from such registration or qualification) of such Registrable Notes for
     offer and sale under the securities or Blue Sky laws of such jurisdictions
     within the United States as any selling Holder, Participating
     Broker-Dealer, or the managing underwriter or underwriters reasonably
     request in writing; PROVIDED, HOWEVER, that where Exchange Notes held by
     Participating Broker-Dealers or Registrable Notes are offered other than
     through an underwritten offering, the Issuers agree to cause their counsel
     to perform Blue Sky investigations and file registrations and
     qualifications required to be filed pursuant to this Section 5(h), keep
     each such registration or qualification (or exemption therefrom) effective
     during the period such Registration Statement is required to be kept
     effective and do any and all other acts or things necessary or advisable to
     enable the disposition in such jurisdictions of the Exchange Notes held by
     Participating Broker-Dealers or the Registrable Notes covered by the
     applicable Registration Statement; provided, however, that no Issuer shall
     be required to (A) qualify generally to do business in any jurisdiction
     where it is not then so qualified, (B) take any action that would subject
     it to general service of process in any such jurisdiction where it is not
     then so subject or (C) subject itself to taxation in excess of $1,000 in
     any such jurisdiction where it is not then so subject.

          (i)    If a Shelf Registration is filed pursuant to Section 3 hereto,
     cooperate with the selling Holders of Registrable Notes and the managing
     underwriter or underwriters, if any, to facilitate the timely preparation
     and delivery of certificates representing Registrable Notes to be sold,
     which certificates shall not bear any restrictive legends and shall be in a
     form eligible for deposit with The Depository Trust Company; and enable
     such Registrable Notes to be in such denominations (subject to applicable
     requirements contained in the Indenture) and registered in such names as
     the managing underwriter or underwriters, if any, or Holders may request.



                                      -17-

          (j)    If (1) a Shelf Registration is filed pursuant to Section 3
     hereto, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereto is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, upon the occurrence of
     any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereto, as promptly
     as practicable (except, in the case of a Shelf Registration, during a
     Blackout Period) prepare and (subject to Section 5(a) hereto) file with the
     SEC, at the sole expense of the Issuers, a supplement or post-effective
     amendment to the Registration Statement or a supplement to the related
     Prospectus or any document incorporated or deemed to be incorporated
     therein by reference, or file any other required document so that, as
     thereafter delivered to the purchasers of the Registrable Notes being sold
     thereunder (with respect to a Registration Statement filed pursuant to
     Section 3 hereto) or to the purchasers of the Exchange Notes to whom such
     Prospectus will be delivered by a Participating Broker-Dealer (with respect
     to any such Registration Statement), any such Prospectus will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein,
     in the light of the circumstances under which they were made, not
     misleading.

          (k)    Use their reasonable best efforts to cause the Registrable
     Notes covered by a Registration Statement or the Exchange Notes, as the
     case may be, to be rated with the appropriate rating agencies (unless such
     Notes are already so rated), if so requested by the Holders of a majority
     in aggregate principal amount of Registrable Notes covered by such
     Registration Statement or the Exchange Notes, as the case may be, or the
     managing underwriter or underwriters, if any.

          (l)    Prior to the effective date of the first Registration Statement
     relating to the Registrable Notes, (i) provide the Trustee with
     certificates for the Registrable Notes in a form eligible for deposit with
     The Depository Trust Company and (ii) provide a CUSIP number for the
     Registrable Notes.

          (m)    In connection with any underwritten offering of Registrable
     Notes pursuant to a Shelf Registration, enter into an underwriting
     agreement as is customary in underwritten offerings of debt securities
     similar to the Securities, and take all such other actions as are
     reasonably requested by the managing underwriter or underwriters in order
     to expedite or facilitate the registration or the disposition of such
     Registrable Notes and, in such connection, (i) make such representations
     and warranties to, and covenants with, the underwriters with respect to the
     business of the Issuers (including any acquired business, properties or
     entity, if applicable), and the Registration Statement, Prospectus and
     documents, if any, incorporated or deemed to be incorporated by reference
     therein, in each case, as are customarily made by issuers to underwriters
     in underwritten offerings of debt securities similar to the Securities, and
     confirm the same in writing if and when requested; (ii) obtain the written
     opinions of counsel to



                                      -18-

     the Issuers, and written updates thereto in form, scope and substance
     reasonably satisfactory to the managing underwriter or underwriters,
     addressed to the underwriters covering the matters customarily covered in
     opinions reasonably requested in underwritten offerings; (iii) obtain "cold
     comfort" letters and updates thereto in form, scope and substance
     reasonably satisfactory to the managing underwriter or underwriters from
     the independent certified public accountants of the Issuers (and, if
     necessary, any other independent certified public accountants of the
     Issuers, or of any business acquired by the Issuers, for which financial
     statements and financial data are, or are required to be, included or
     incorporated by reference in the Registration Statement), addressed to each
     of the underwriters, such letters to be in customary form and covering
     matters of the type customarily covered in "cold comfort" letters in
     connection with underwritten offerings of debt securities similar to the
     Securities; and (iv) if an underwriting agreement is entered into, the same
     shall contain indemnification provisions and procedures no less favorable
     to the sellers and underwriters, if any, than those set forth in Section 7
     hereto (or such other provisions and procedures reasonably acceptable to
     Holders of a majority in aggregate principal amount of Registrable Notes
     covered by such Registration Statement and the managing underwriter or
     underwriters or agents, if any). The above shall be done at each closing
     under such underwriting agreement, or as and to the extent required
     thereunder.

          (n)    If (1) a Shelf Registration is filed pursuant to Section 3
     hereto, or (2) a Prospectus contained in the Exchange Offer Registration
     Statement filed pursuant to Section 2 hereto is required to be delivered
     under the Securities Act by any Participating Broker-Dealer who seeks to
     sell Exchange Notes during the Applicable Period, make available for
     inspection by any Initial Purchaser, any selling Holder of such Registrable
     Notes being sold (with respect to a Registration Statement filed pursuant
     to Section 3 hereto), or each such Participating Broker-Dealer, as the case
     may be, any underwriter participating in any such disposition of
     Registrable Notes, if any, and any attorney, accountant or other agent
     retained by any such selling Holder or each such Participating
     Broker-Dealer (with respect to any such Registration Statement), as the
     case may be, or underwriter (any such Initial Purchasers, Holders,
     Participating Broker-Dealers, underwriters, attorneys, accountants or
     agents, collectively, the "INSPECTORS"), upon written request, at the
     offices where normally kept, during reasonable business hours, all
     pertinent financial and other records, pertinent corporate documents and
     instruments of the Issuers and subsidiaries of the Issuers (collectively,
     the "RECORDS"), as shall be reasonably necessary to enable them to exercise
     any applicable due diligence responsibilities, and cause the officers,
     directors and employees of the Issuers and any of their respective
     subsidiaries to supply all information ("INFORMATION") reasonably requested
     by any such Inspector in connection with such due diligence
     responsibilities. Each Inspector shall agree in writing that it will keep
     the Records and Information confidential and that it will not disclose any
     of the Records or Information that any Issuer determines, in good faith, to
     be confidential and notifies the Inspectors



                                      -19-

     in writing are confidential unless (i) the release of such Records or
     Information is ordered pursuant to a subpoena or other order from a court
     of competent jurisdiction, (ii) disclosure of such Records or Information
     is necessary or advisable, in the opinion of counsel for any Inspector, in
     connection with any action, claim, suit or proceeding, directly or
     indirectly, involving or potentially involving such Inspector and arising
     out of, based upon, relating to, or involving this Agreement or the
     Purchase Agreement, or any transactions contemplated hereby or thereby or
     arising hereunder or thereunder, or (iii) the information in such Records
     or Information has been made generally available to the public other than
     by an Inspector or an "affiliate" (as defined in Rule 405) thereto;
     PROVIDED, HOWEVER, that prior notice shall be provided as soon as
     practicable to any Issuer of the potential disclosure of any information by
     such Inspector pursuant to clause (i) of this sentence and such Inspector
     shall allow the Issuers to undertake appropriate action to prevent
     disclosure of such Records or Information at the Issuers' expense.

          (o)    Provide an indenture trustee for the Registrable Notes or the
     Exchange Notes, as the case may be, and cause the Indenture or the trust
     indenture provided for in Section 2(a) hereto, as the case may be, to be
     qualified under the TIA not later than the effective date of the first
     Registration Statement relating to the Registrable Notes; and in connection
     therewith, cooperate with the trustee under any such indenture and the
     Holders of the Registrable Notes, to effect such changes (if any) to such
     indenture as may be required for such indenture to be so qualified in
     accordance with the terms of the TIA; and execute, and use their reasonable
     best efforts to cause such trustee to execute, all documents as may be
     required to effect such changes, and all other forms and documents required
     to be filed with the SEC to enable such indenture to be so qualified in a
     timely manner.

          (p)    Comply with all applicable rules and regulations of the SEC and
     make generally available to their securityholders with regard to any
     applicable Registration Statement, a consolidated earnings statement
     satisfying the provisions of Section 11(a) of the Securities Act and Rule
     158 thereunder (or any similar rule promulgated under the Securities Act)
     no later than 45 days after the end of any fiscal quarter (or 90 days after
     the end of any 12-month period if such period is a fiscal year) (i)
     commencing at the end of any fiscal quarter in which Registrable Notes are
     sold to underwriters in a firm commitment or best efforts underwritten
     offering and (ii) if not sold to underwriters in such an offering,
     commencing on the first day of the first fiscal quarter of the Parent,
     after the effective date of a Registration Statement, which statements
     shall cover said 12-month periods.

          (q)    Upon consummation of the Exchange Offer or a Private Exchange,
     if so requested by the Trustee, obtain an opinion of counsel to the
     Issuers, in a form customary for underwritten transactions, addressed to
     the Trustee for the benefit of all



                                      -20-

     Holders of Registrable Notes participating in the Exchange Offer or the
     Private Exchange, as the case may be, that the Exchange Notes or Private
     Exchange Notes, as the case may be, the related guarantee and the related
     indenture constitute legal, valid and binding obligations of the Issuers,
     enforceable against the Issuers in accordance with their respective terms,
     subject to customary exceptions and qualifications. If the Exchange Offer
     or a Private Exchange is to be consummated, upon delivery of the
     Registrable Notes by Holders to the Companies (or to such other Person as
     directed by the Companies), in exchange for the Exchange Notes or the
     Private Exchange Notes, as the case may be, the Issuers shall mark, or
     cause to be marked, on such Registrable Notes that such Registrable Notes
     are being cancelled in exchange for the Exchange Notes or the Private
     Exchange Notes, as the case may be; in no event shall such Registrable
     Notes be marked as paid or otherwise satisfied.

          (r)    Cooperate with each seller of Registrable Notes covered by any
     Registration Statement and each underwriter, if any, participating in the
     disposition of such Registrable Notes and their respective counsel in
     connection with any filings required to be made with the National
     Association of Securities Dealers, Inc. (the "NASD").

          (s)    Use their reasonable best efforts to take all other steps
     necessary to effect the registration of the Exchange Notes and/or
     Registrable Notes covered by a Registration Statement contemplated hereby.

          The Issuers may require each seller of Registrable Notes as to which
any registration is being effected to furnish to the Issuers such information
regarding such seller and the distribution of such Registrable Notes as the
Issuers may, from time to time, reasonably request. The Issuers may exclude from
such registration the Registrable Notes of any seller so long as such seller
fails to furnish such information within a reasonable time after receiving such
request. Each seller as to which any Shelf Registration is being effected agrees
to furnish promptly to the Issuers all information required to be disclosed in
order to make the information previously furnished to the Issuers by such seller
not materially misleading.

          If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Companies, or (ii) in the event that such
reference to such Holder by name or otherwise is not required by the Securities
Act or any similar federal statute then in force, the deletion of the reference
to such Holder in any amendment or supplement to the Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.



                                      -21-

          Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by its acquisition of such Registrable Notes or Exchange Notes to be sold
by such Participating Broker-Dealer, as the case may be, that, upon actual
receipt of any notice from any Issuer (i) of the happening of any event of the
kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereto or
(ii) of the commencement of a Blackout Period, such Holder will forthwith
discontinue disposition of such Registrable Notes covered by such Registration
Statement (other than any Exchange Offer Registration Statement in the case of a
Blackout Period) or Prospectus or Exchange Notes to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until (x) in the case of the
immediately preceding clause (i), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(j) hereto, or until it is advised in writing (the "ADVICE") by the
Issuers that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (y) in the case of
the immediately preceding clause (ii) the earlier of (A) 60 days of after the
commencement of such Blackout Period and (B) receipt of notice from the
Companies that such Blackout Period has ended. In the event that any Issuer
shall give any such notice, each of the Applicable Period and the Effectiveness
Period shall be extended by the number of days during such periods from and
including the date of the giving of such notice to and including the date when
the requirements of the immediately preceding clause (x) or (y), as the case may
be, shall have been met.

     6.   REGISTRATION EXPENSES

          All fees and expenses incident to the performance of or compliance
with this Agreement by the Issuers (other than any underwriting discounts or
commissions) shall be borne by the Issuers, whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereto, in the
case of Registrable Notes or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and of printing prospectuses if the printing of prospectuses is requested by the
managing underwriter or underwriters, if any, by the Holders of a majority in
aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by any
Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses,



                                      -22-

(iv) fees and disbursements of counsel for the Issuers and, in the case of a
Shelf Registration, reasonable fees and disbursements of one special counsel for
all of the sellers of Registrable Notes (exclusive of any counsel retained
pursuant to Section 7 hereto), (v) fees and disbursements of all independent
certified public accountants referred to in Section 5(m)(iii) hereto (including,
without limitation, the expenses of any "cold comfort" letters required by or
incident to such performance), (vi) Securities Act liability insurance, if the
Issuers desire such insurance, (vii) fees and expenses of all other Persons
retained by the Issuers, (viii) internal expenses of the Issuers (including,
without limitation, all salaries and expenses of officers and employees of the
Issuers performing legal or accounting duties), (ix) the expense of any annual
audit, (x) any fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable, and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.

     7.   INDEMNIFICATION AND CONTRIBUTION

          (a)    Each of the Issuers agree, jointly and severally, to indemnify
and hold harmless each Holder of Registrable Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, and each
Person, if any, who controls such Person or its affiliates within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act (each, a "PARTICIPANT")
against any losses, claims, damages or liabilities to which any Participant may
become subject under the Act, the Exchange Act or otherwise, insofar as any such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon:

          (i)    any untrue statement or alleged untrue statement made by any
     Issuer contained in any application or any other document or any amendment
     or supplement thereto executed by any Issuer based upon written information
     furnished by or on behalf of any Issuer filed in any jurisdiction in order
     to qualify the Notes under the securities or "Blue Sky" laws thereto or
     filed with the SEC or any securities association or securities exchange
     (each, an "APPLICATION");

          (ii)   any untrue statement or alleged untrue statement of any
     material fact contained in any Registration Statement (or any amendment
     thereto) or Prospectus (as amended or supplemented if any of the Issuers
     shall have furnished any amendments or supplements thereto) or any
     preliminary prospectus; or

          (iii)  the omission or alleged omission to state, in any Registration
     Statement (or any amendment thereto) or Prospectus (as amended or
     supplemented if any of the Issuers shall have furnished any amendments or
     supplements thereto) or any preliminary prospectus or any Application or
     any other document or any amendment or sup-



                                      -23-

     plement thereto, a material fact required to be stated therein or necessary
     to make the statements therein not misleading;

and will reimburse, as incurred, the Participant for any reasonable legal or
other expenses incurred by the Participant in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, (i) the
Issuers will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if any of the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus or Application or any
amendment or supplement thereto in reliance upon and in conformity with
information relating to any Participant furnished to the Issuers by such
Participant specifically for use therein, and (ii) the Issuers shall not be
liable to any Participant under the indemnity agreement in this subsection (a)
with respect to a preliminary prospectus (or Prospectus before amendment or
supplement) to the extent that any such loss, claim, damage or liability of such
Participant results from the fact that such Participant sold Notes to a Person
as to whom it shall be established that there was not sent or given, at or prior
to the written confirmation of such sale, a copy of the Prospectus (or the
Prospectus as then amended or supplemented if the Issuers shall have furnished
such Participant with copies of such amendment or supplement thereto sufficient
to allow for a timely distribution prior to the confirmation of the sale to such
Participant), in any case where such delivery is required by applicable law and
the loss, claim, damage or liability of such Participant results from an untrue
statement or omission of a material fact contained in the preliminary prospectus
which was corrected in the Prospectus (or in the Prospectus as then amended or
supplemented if the Issuers shall have furnished such Participant with copies of
such amendment or supplement thereto sufficient to allow for a timely
distribution prior to the confirmation of the sale to such Participant). The
indemnity provided for in this Section 7 will be in addition to any liability
that the Issuers may otherwise have to the indemnified parties. The Issuers
shall not be liable under this Section 7 for any settlement of any claim or
action effected without their prior written consent, which shall not be
unreasonably withheld.

          (b)    Each Participant, severally and not jointly, agrees to
indemnify and hold harmless the Issuers, their directors and managers, as
applicable, their officers and each Person, if any, who controls the Issuers
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
against any losses, claims, damages or liabilities to which the Issuers or any
such director, manager, officer or controlling person may become subject under
the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereto) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of any material fact
contained in any Application, Registration Statement or Prospectus, any
amendment or supplement thereto, or any preliminary prospectus, or (ii) the
omission or the alleged omission to state therein a material fact necessary to
make the state-



                                      -24-

ments therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Participant, furnished to the Issuers by the
Participant, specifically for use therein; and subject to the limitation set
forth immediately preceding this clause, will reimburse, as incurred, any legal
or other expenses incurred by the Issuers or any such director, manager, officer
or controlling person in connection with investigating or defending against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action in respect thereto. The indemnity provided for in
this Section 7 will be in addition to any liability that the Participants may
otherwise have to the indemnified parties. The Participants shall not be liable
under this Section 7 for any settlement of any claim or action effected without
their consent, which shall not be unreasonably withheld. The Issuers shall not,
without the prior written consent of such Participant, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Participant is or could have been a party, or indemnity could have been sought
hereunder by any Participant, unless such settlement (A) includes an
unconditional written release of the Participants from all liability on claims
that are the subject matter of such proceeding and (B) does not include any
statement as to an admission of fault, culpability or failure to act by or on
behalf of any Participant.

          (c)    Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action for which such indemnified
party is entitled to indemnification under this Section 7, such indemnified
party will, if a claim in respect thereto is to be made against the indemnifying
party under this Section 7, notify the indemnifying party of the commencement
thereof in writing; but the omission to so notify the indemnifying party (i)
will not relieve it from any liability under paragraph (a) or (b) above unless
and to the extent such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraphs (a) and (b)
above. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; PROVIDED, HOWEVER, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indem-



                                      -25-

nified party or parties and such indemnified party or parties shall have the
right to select separate counsel to defend such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof and approval
by such indemnified party of counsel appointed to defend such action, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof, unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the immediately preceding
sentence (it being understood, however, that in connection with such action the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to one local counsel in any jurisdiction) in any
one action or separate but substantially similar actions in the same
jurisdiction arising out of the same general allegations or circumstances,
designated by Participants who sold a majority in interest of the Registrable
Notes and Exchange Notes sold by all such Participants in the case of paragraph
(a) of this Section 7 or the Issuers in the case of paragraph (b) of this
Section 7, representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or actions) or
(ii) the indemnifying party has authorized in writing the employment of counsel
for the indemnified party at the expense of the indemnifying party. All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred following receipt of supporting documentation. After such notice
from the indemnifying party to such indemnified party, the indemnifying party
will not be liable for the costs and expenses of any settlement of such action
effected by such indemnified party without the prior written consent of the
indemnifying party (which consent shall not be unreasonably withheld), unless
such indemnified party waived in writing its rights under this Section 7, in
which case the indemnified party may effect such a settlement without such
consent.

          (d)    In circumstances in which the indemnity agreement provided for
in the preceding paragraphs of this Section 7 is unavailable to, or insufficient
to hold harmless, an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof), each indemnifying party, in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect (i) the relative benefits received by
the indemnifying party or parties on the one hand and the indemnified party on
the other from the offering of the Notes or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof). The relative benefits received by the Issuers on the one hand and such
Participant on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (before deducting expenses) of the Notes
received by the Issuers bear to the total gain (if any) excluding expenses
received by such Participant in connection with



                                      -26-

the sale of the Notes. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers on the one hand, or the
Participants on the other, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or
alleged statement or omission, and any other equitable considerations
appropriate in the circumstances. The parties agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the first sentence of this
paragraph (d). Notwithstanding any other provision of this paragraph (d), no
Participant shall be obligated to make contributions hereunder that in the
aggregate exceed the total gain (if any) received by such Participant in
connection with the sale of the Notes, less the aggregate amount of any damages
that such Participant has otherwise been required to pay by reason of the untrue
or alleged untrue statements or the omissions or alleged omissions to state a
material fact, and no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this paragraph (d), each person, if any, who controls a Participant within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Participants, and each director of any
Issuer, each officer of any Issuer and each person, if any, who controls any
Issuer within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, shall have the same rights to contribution as the Issuers.

     8.   RULES 144 AND 144A

          Each of the Issuers covenants and agrees that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time such Issuer is not required to file such reports, such Issuer
will, upon the request of any Holder or beneficial owner of Registrable Notes,
make available such information necessary to permit sales pursuant to Rule 144A.
Each of the Issuers further covenants and agrees, for so long as any Registrable
Notes remain outstanding that it will take such further action as any Holder of
Registrable Notes may reasonably request, all to the extent required from time
to time to enable such holder to sell Registrable Notes without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144(k) under the Securities Act and Rule 144A.

     9.   UNDERWRITTEN REGISTRATIONS

          If any of the Registrable Notes covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will manage the offering will be selected
by the Holders of a majority in aggre-



                                      -27-

gate principal amount of such Registrable Notes included in such offering and
shall be reasonably acceptable to the Issuers.

          No Holder of Registrable Notes may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

     10.  MISCELLANEOUS

          (a)    NO INCONSISTENT AGREEMENTS. The Issuers have not, as of the
date hereof, and the Issuers shall not, after the date of this Agreement, enter
into any agreement with respect to any of their securities that is inconsistent
with the rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Issuers' other issued and outstanding
securities under any such agreements. The Issuers will not enter into any
agreement with respect to any of their securities which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.

          (b)    ADJUSTMENTS AFFECTING REGISTRABLE NOTES. Except in compliance
with Section 10(c), the Issuers shall not, directly or indirectly, take any
action with respect to the Registrable Notes as a class that would adversely
affect the ability of the Holders of Registrable Notes to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.

          (c)    AMENDMENTS AND WAIVERS. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, otherwise than with the prior
written consent of (I) the Companies, and (II)(A) the Holders of not less than a
majority in aggregate principal amount of the then outstanding Registrable Notes
and (B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a
majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; PROVIDED, HOWEVER, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereto with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement may be given by Holders of at least a



                                      -28-

majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement.

          (d)    NOTICES. All notices and other communications (including,
without limitation, any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

          (i)    if to a Holder of the Registrable Notes or any Participating
     Broker-Dealer, at the most current address of such Holder or Participating
     Broker-Dealer, as the case may be, set forth on the records of the
     registrar under the Indenture, with a copy in like manner to the Initial
     Purchasers as follows:

                Deutsche Bank Securities Inc.
                31 West 52nd Street
                New York, New York  10019
                Facsimile No.: (646) 324-7467
                Attention: Corporate Finance

                with a copy to:

                Cahill Gordon & Reindel LLP
                80 Pine Street
                New York, New York  10005
                Facsimile No.: (212) 269-5420
                Attention: John A. Tripodoro, Esq.

          (ii)   if to the Initial Purchasers, at the address specified in
     Section 10(d)(i);

          (iii)  if to the Issuers, at the address as follows:

                c/o  Advanced Accessory Systems, LLC
                     12900 Hall Road, Suite 200
                     Sterling Heights, Michigan  48313
                     Facsimile No.: (586) 997-6839
                     Attention: Chief Executive Officer



                                      -29-

                with a copy to:

                Schulte Roth & Zabel LLP
                919 Third Avenue
                New York, New York  10022
                Facsimile No.: (212) 593-5955
                Attention: Michael R. Littenberg, Esq.

          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; one Business Day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

          (e)    SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers; PROVIDED, HOWEVER,
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Notes in violation of the terms of the Purchase
Agreement or the Indenture.

          (f)    COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (g)    HEADINGS.  The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereto.

          (h)    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.

          (i)    SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to



                                      -30-

achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

          (j)    SECURITIES HELD BY THE ISSUERS OR THEIR AFFILIATES. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Issuers or their
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

          (k)    THIRD-PARTY BENEFICIARIES. Holders of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.

          (l)    ENTIRE AGREEMENT. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuers on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereto and thereto are merged herein
and replaced hereby.



                                       S-1

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                         ADVANCED ACCESSORY SYSTEMS, LLC


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


                                         AAS CAPITAL CORPORATION


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


                                         CHAAS ACQUISITIONS, LLC


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


                                         AAS ACQUISITIONS, LLC


                                         By:   /s/ Marcel Fournier
                                              ----------------------------------
                                              Name:  Marcel Fournier
                                              Title: President


                                         VALLEY INDUSTRIES, LLC


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



                                       S-2

                                         VALTEK LLC


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


                                         SPORTRACK, LLC


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



                                       S-3

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

DEUTSCHE BANK SECURITIES INC.
CREDIT SUISSE FIRST BOSTON LLC


By:  Deutsche Bank Securities Inc.


By:  /s/ Edwin E. Roland
     ------------------------------
     Name: Edwin E. Roland
     Title: Director


By:  /s/ David Flannery
     ------------------------------
     Name: David Flannery
     Title: Managing Director

EX-5.1

                                                                     EXHIBIT 5.1

                               September 5, 2003

Advanced Accessory Systems, LLC
AAS Capital Corporation
12900 Hall Pond
Suite 200
Sterling Heights, Michigan  48213

Ladies and Gentlemen:

          We have acted as special counsel for each of (i) Advanced Accessory
Systems, LLC, a Delaware limited liability company, and AAS Capital Corporation,
a Delaware corporation (collectively the "Issuers"), and (ii) CHAAS
Acquisitions, LLC, Valley Industries, LLC, SportRack, LLC, AAS Acquisitions,
LLC, and ValTek, LLC, all of which are Delaware limited liability companies
(collectively the "Subsidiary Guarantors"), in connection with the
preparation and filing of a Registration Statement on Form S-4 (the
"Registration Statement"), relating to the 10 3/4% Senior Notes due 2011,
Series B, of the Issuers in the aggregate principal amount of $150,000,000
(the "New Notes") and the guarantees of the New Notes (the "New Guarantees")
by the Subsidiary Guarantors. The New Notes and the New Guarantees are to be
offered by the Issuers and the Subsidiary Guarantors, respectively, in
exchange for 150,000,000 in aggregate principal amount of the Issuers'
outstanding 10 3/4% Senior Notes due 2011 Series A and the guarantees of such
Notes by the Subsidiary Guarantors.

          This opinion is being furnished in accordance with the requirements of
Item 601(b) (5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

          In connection with this opinion, we have examined originals,
telecopies or copies certified or otherwise identified to our satisfaction of
the Registration Statement and the indenture pertaining to the New Notes (the
"Indenture"). We have also examined originals, telecopies or copies certified
or otherwise identified for our satisfaction of such records of the Issuers and
all agreements, certificates of public officials, certificates of officers or
representatives of the Issuers and others, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for this opinion.

          In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all



documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to this opinion that were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Issuers and/or the Subsidiary Guarantors.

          Members of this firm are admitted to the bar in the State of New York
and we do not express any opinion as to the laws of any other jurisdiction.

          Based on the foregoing, and having such regard for such legal
considerations as we deem relevant, we are of the opinion that:

          (i)     upon the issuance of the New Notes in the manner referred to
in the Registration Statement and in accordance with the terms and conditions of
and the procedures set forth in the Indenture, the New Notes will be binding
obligations of the Issuers, enforceable against the Issuers in accordance with
their terms, except to the extent that the enforceability thereof may be limited
by: (a) applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws from time to time in effect affecting
generally the enforcement of creditors' rights and remedies; and (b) general
principles of equity, including, without limitation, principles of
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in equity or at law); and

          (ii)    upon the issuance of the New Guarantees in the manner referred
to in the Registration Statement and in accordance with the terms and conditions
of and the procedures set forth in the Indenture, each of the New Guarantees
will be a binding obligation of the applicable Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with its terms, except to the
extent that the enforceability thereof may be limited by: (i) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws from time to time in effect affecting generally the enforcement of
creditors' rights and remedies; and (ii) general principles of equity,
including, without limitation, principles of reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in equity or at law).

          We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to this firm under the heading "Legal Matters" in the prospectus
included therein. In giving this consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act, or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                       Very truly yours,


                                       /s/ SCHULTE ROTH & ZABEL LLP

EX-10.1

                                                                    EXHIBIT 10.1

                          SECURITIES PURCHASE AGREEMENT

                                      AMONG

                        ADVANCED ACCESSORY SYSTEMS, LLC,

                                 AS THE COMPANY,

          THE HOLDERS OF ALL ISSUED AND OUTSTANDING EQUITY INTERESTS IN

                        ADVANCED ACCESSORY SYSTEMS, LLC,

                                   AS SELLERS,

                    J.P. MORGAN PARTNERS (23A SBIC), L.L.C.,

                           AS SELLERS' REPRESENTATIVE

                                       and

                            CHAAS ACQUISITIONS, LLC,

                                    AS BUYER

                           Dated as of April 15, 2003



                                TABLE OF CONTENTS



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                                                                                 ----
                                                                                
ARTICLE I DEFINED TERMS.............................................................2

     Section 1.1    Definitions.....................................................2
     Section 1.2    Usage...........................................................2

ARTICLE II PURCHASE AND SALE; PURCHASE PRICE........................................2

     Section 2.1    Ancillary Transactions; Brink Acquisition.......................2
     Section 2.2    Purchase and Sale of Units; Rollover............................3
     Section 2.3    Post-Closing Purchase Price Adjustment..........................4
     Section 2.4    Contingent Payments.............................................7
     Section 2.5    Allocation of Purchase Price...................................11
     Section 2.6    The Closing....................................................11
     Section 2.7    Netherlands Capital Tax........................................12

ARTICLE III SEVERAL REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLERS..........12

     Section 3.1    Ownership......................................................12
     Section 3.2    Authorization and Validity of Agreement........................13
     Section 3.3    Consents and Approvals.........................................13
     Section 3.4    No Conflict or Violation.......................................14
     Section 3.5    Litigation.....................................................14
     Section 3.6    Brokers and Finders............................................14
     Section 3.7    NO ADDITIONAL REPRESENTATIONS..................................14

ARTICLE IIIA SEVERAL REPRESENTATIONS AND WARRANTIES OF THE SELLERS CONCERNING
               THE ROLLOVER, THE CONTINGENT PAYMENT NOTES AND THE PROMISSORY
               NOTES...............................................................14

SECTION 3A.1   INVESTMENT REPRESENTATION...........................................15

SECTION 3A.2   RESTRICTED SECURITIES...............................................15

SECTION 3A.3   RESIDENCY...........................................................15

SECTION 3A.4   LEGENDS.............................................................15

ARTICLE IV REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY AND ITS
               SUBSIDIARIES........................................................17

     Section 4.1    Organization and Qualification.................................17
     Section 4.2    Capitalization.................................................17


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     Section 4.3    Subsidiaries...................................................18
     Section 4.4    Consents and Approvals.........................................19
     Section 4.5    No Conflict or Violation; Authorization and Validity...........19
     Section 4.6    Financial Statements...........................................20
     Section 4.7    SEC Documents and Other Reports................................21
     Section 4.8    Litigation.....................................................21
     Section 4.9    Legal Compliance and Governmental Authorizations...............22
     Section 4.10   Environmental Matters..........................................23
     Section 4.11   Brokers and Finders; Company Transaction Expenses..............24
     Section 4.12   Employee Benefit Matters.......................................25
     Section 4.13   Taxes..........................................................27
     Section 4.14   Intellectual Property..........................................30
     Section 4.15   Contracts......................................................32
     Section 4.16   Labor Matters..................................................33
     Section 4.17   Real Property..................................................34
     Section 4.18   Personal Property..............................................36
     Section 4.19   Absence of Certain Changes or Events...........................37
     Section 4.20   Books of Account...............................................37
     Section 4.21   Transactions with Related Persons..............................37
     Section 4.22   Accounts and Notes Receivable..................................38
     Section 4.23   Indebtedness...................................................38
     Section 4.24   Capital Expenditures...........................................38
     Section 4.25   Insurance......................................................39
     Section 4.26   Suppliers......................................................39
     Section 4.27   Customers......................................................39
     Section 4.28   Inventories....................................................40
     Section 4.29   Product Warranty...............................................40
     Section 4.30   Product Liability..............................................40
     Section 4.31   Hedging Agreements.............................................41
     Section 4.32   Competition Act................................................41
     Section 4.33   French Facilities..............................................41
     Section 4.34   NO ADDITIONAL REPRESENTATIONS..................................41

ARTICLE IVA REPRESENTATIONS AND WARRANTIES OF THE BUYER............................42

SECTION 4A.1   DUE AUTHORIZATION/NO CONFLICT.......................................42

SECTION 4A.2   CONSENTS............................................................42

SECTION 4A.3   VALID ISSUANCE......................................................42

SECTION 4A.4   OFFERING............................................................42

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYER..............................43

     Section 5.1    Organization...................................................43
     Section 5.2    Authorization and Validity of Agreement........................43



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     Section 5.3    Consents and Approvals.........................................43
     Section 5.4    No Conflict or Violation.......................................44
     Section 5.5    Litigation.....................................................44
     Section 5.6    Brokers and Finders............................................45
     Section 5.7    Investment Representation......................................45
     Section 5.8    Resale Restrictions............................................45
     Section 5.9    NO ADDITIONAL REPRESENTATIONS..................................45

ARTICLE VI COVENANTS OF THE SELLERS................................................46

     Section 6.1    Conduct of Business............................................46
     Section 6.2    Company Indebtedness...........................................49
     Section 6.3    Access.........................................................49
     Section 6.4    Maintenance of Records.........................................49
     Section 6.5    Non-Solicitation...............................................50
     Section 6.6    Bank Accounts of the Business..................................50
     Section 6.7    Non-Competition................................................51
     Section 6.8    Employees......................................................51
     Section 6.9    Reserved.......................................................51
     Section 6.10   Reserved.......................................................51
     Section 6.11   Reserved.......................................................51
     Section 6.12   Accruals.......................................................51
     Section 6.13   Releases.......................................................51
     Section 6.14   Confidentiality................................................52
     Section 6.15   Waiver.........................................................53

ARTICLE VII COVENANTS OF THE BUYER.................................................53

     Section 7.1    Equity Plans...................................................53
     Section 7.2    9 3/4% Notes...................................................53
     Section 7.3    French Facility Disposition....................................53
     Section 7.4    Ranking of Notes...............................................54
     Section 7.5    Post-Closing Notifications.....................................55
     Section 7.6    Additional Indebtedness........................................55
     Section 7.7    Redemption.....................................................55
     Section 7.8    Affiliate Transactions.........................................55
     Section 7.9    Management and Advisory Fees...................................55

ARTICLE VIII COVENANTS OF THE BUYER AND THE SELLERS................................56

     Section 8.1    Notices of Certain Events......................................56
     Section 8.2    Reserved.......................................................56
     Section 8.3    Reserved.......................................................56
     Section 8.4    Public Announcement............................................56
     Section 8.5    Filing of Returns and Payment of Taxes.........................56
     Section 8.6    Tax Refunds....................................................57
     Section 8.7    Transfer Taxes.................................................58



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     Section 8.8    Notice of Audit................................................58
     Section 8.9    Directors' and Officers' Indemnification.......................58
     Section 8.10   Gibbs Litigation Procedures....................................59
     Section 8.11   Czech Competition Act Filing...................................63

ARTICLE IX SURVIVAL AND INDEMNIFICATION............................................63

     Section 9.1    Survival of Representations and Warranties.....................63
     Section 9.2    Indemnification by the Sellers.................................63
     Section 9.3    Indemnification by the Buyer and the Company...................64
     Section 9.4    Indemnification Procedures.....................................64
     Section 9.5    Additional Indemnity Provisions................................65
     Section 9.6    Treatment of Indemnity Payments for Tax Purposes...............70
     Section 9.7    Tax Contests...................................................70
     Section 9.8    Tax Treatment..................................................71
     Section 9.9    Contribution among Sellers.....................................71
     Section 9.10   Reserve Account................................................72

ARTICLE X CONDITIONS...............................................................73

     Section 10.1   Conditions to Obligations of Each Party........................73
     Section 10.2   Conditions Precedent to the Obligations of the Sellers.........73
     Section 10.3   Conditions Precedent to the Obligations of the Buyer...........74

ARTICLE XI TERMINATION.............................................................76

     Section 11.1   Termination....................................................76
     Section 11.2   Effect of Termination..........................................76

ARTICLE XII MISCELLANEOUS..........................................................77

     Section 12.1   Appointment of Sellers' Representative.........................77
     Section 12.2   Notices........................................................78
     Section 12.3   Entire Agreement...............................................80
     Section 12.4   Assignment; Binding Effect.....................................80
     Section 12.5   Fees and Expenses..............................................80
     Section 12.6   Amendments.....................................................81
     Section 12.7   Waivers........................................................81
     Section 12.8   Severability...................................................81
     Section 12.9   Captions.......................................................81
     Section 12.10  Counterparts...................................................81
     Section 12.11  Governing Law..................................................81
     Section 12.12  Consent to Jurisdiction........................................82
     Section 12.13  Limitations of Remedies........................................82
     Section 12.14  Currency Translation...........................................82
     Section 12.15  Further Assurances.............................................82
     Section 12.16  Buyer Obligations..............................................82



                                       iv


          SECURITIES PURCHASE AGREEMENT dated as of April 15, 2003, among
Advanced Accessory Systems, LLC, a Delaware limited liability company (the
"COMPANY"), each of the individuals and entities identified as "Sellers" on
Schedule A attached hereto (each a "SELLER" and, collectively, the "SELLERS"),
J. P. Morgan Partners (23A SBIC), L.L.C., in its capacity as "Sellers'
Representative," and CHAAS Acquisitions, LLC, a Delaware limited liability
company (the "BUYER").

                                   ----------

          WHEREAS, the Sellers are the holders of 100% of (a) the issued and
outstanding membership interests of the Company consisting of Class A units
("CLASS A UNITS") and Class A-1 units ("CLASS A-1 UNITS", and, together with the
Class A Units, the "UNITS"), (b) the outstanding Warrants and (c) the
outstanding options ("OPTIONS") to purchase Units issued pursuant to equity
incentive plans of the Company (the "OPTION PLANS").

          WHEREAS, the Sellers have executed this Agreement agreeing to, among
other things, (a) the sale by the Transferring Sellers of the Purchased Company
Securities for the Aggregate Cash Proceeds and the other consideration set forth
herein, (b) the conversion by Rollover Sellers of the Rollover Units for New
Units and the other consideration set forth herein and (c) the conversion by
Rollover Sellers of the Rollover Options for New Options and the other
consideration set forth herein, all on the terms and conditions set forth in
this Agreement (collectively, the "AAS ACQUISITION").

          WHEREAS, at the Closing each outstanding Option that is not then
vested, including as a result of the consummation of the Transaction (as defined
in Section 2.1(a)), shall terminate and be cancelled, without payment therefor.

          WHEREAS, on the Closing Date but prior to the consummation of the AAS
Acquisition, the Buyer has agreed to cause CHAAS Holdings B.V., a Netherlands
BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID and an indirect
wholly-owned subsidiary of the Buyer ("HOLDINGS BV") to, among other things,
acquire all of the fully-diluted issued and outstanding equity interests (the
"BRINK SECURITIES") of Brink International B.V., a Netherlands BESLOTEN
VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID and an indirect wholly-owned
subsidiary of the Company ("BRINK INTERNATIONAL") from AAS Holdings, Inc., a
Delaware corporation and a direct wholly-owned subsidiary of the Company ("AAS
HOLDINGS") and the Company has agreed to cause AAS Holdings to, among other
things, sell to Holdings BV all of the Brink Securities (collectively, the
"BRINK ACQUISITION") on the terms set forth herein.

          WHEREAS, the Buyer and/or the Company or one of its Subsidiaries, on
the one hand, and each of the employees of the Company or one of its
Subsidiaries set forth on Schedule B, on the other hand, are entering into
concurrently with the execution and delivery of this Agreement employment
agreements in the forms attached hereto as Exhibits A1-A3 (collectively, the
"EMPLOYMENT AGREEMENTS).

          WHEREAS, the Buyer and each of the Rollover Sellers are entering into
concurrently with the execution and delivery of this Agreement (a) an Operating
Agreement of



the Buyer in the form attached hereto as Exhibit B (as amended, modified or
supplemented from time to time, the "BUYER'S OPERATING AGREEMENT"), (b) a
Rollover Securities Repurchase Agreement in the form attached hereto as
Exhibit C (as amended, modified or supplemented from time to time, the "ROLLOVER
SECURITIES REPURCHASE AGREEMENT") and (c) with respect to those Rollover Sellers
receiving New Options at Closing, a New Option Agreement in the form attached
hereto as Exhibit D (as amended, modified or supplemented from time to time, the
"NEW OPTION AGREEMENT").

          WHEREAS, the Buyer and certain of the employees of the Company or one
of its Subsidiaries are entering into concurrently with the execution and
delivery of this Agreement a Management Subscription Agreement in the form
attached hereto as Exhibit G (as amended, modified or supplemented from time to
time, the "MANAGEMENT SUBSCRIPTION AGREEMENT") and a Unit Vesting Repurchase
Agreement in the form attached hereto as Exhibit E (as amended, modified or
supplemented from time to time, the "UNIT VESTING REPURCHASE AGREEMENT")
relating to the "Restricted Units" (as defined in the Unit Vesting Repurchase
Agreement) purchased by such employees at the Closing.

          NOW, THEREFORE, in consideration of, and premised upon, the various
representations, warranties, covenants and other agreements and undertakings of
the parties hereto contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS

          Section 1.1   DEFINITIONS. The terms defined in Annex I, whenever used
herein, shall have the meanings set forth in Annex I for all purposes of this
Agreement:

          Section 1.2   USAGE. Unless the context of this Agreement otherwise
requires (a) words of any gender are deemed to include each other gender; (b)
words using singular or plural number also include the plural or singular
number, respectively; (c) the terms "HEREOF," "HEREIN," "HEREBY," "HERETO", and
derivative or similar words refer to this entire Agreement; (d) the terms
"ARTICLE" or "SECTION" refer to the specified Article or Section of this
Agreement; (e) all references to "DOLLARS" or "$" refer to currency of the
United States of America; (f) the term "or" is not exclusive, (g) the words
"INCLUDE," "INCLUDING" and their derivatives mean "including without limitation"
and (h) all accounting terms used herein shall have the meanings assigned to
them under GAAP, unless another meaning is specified herein.

                                   ARTICLE II

                        PURCHASE AND SALE; PURCHASE PRICE

          Section 2.1   ANCILLARY TRANSACTIONS; BRINK ACQUISITION.

          (a)     The parties shall cause the transactions described on
Schedule D (collectively, the "ANCILLARY TRANSACTIONS," and, together with the
Brink Acquisition and the AAS Acquisition, the "TRANSACTION") to take place in
accordance with Schedule D and pursuant

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to documentation prepared by the Buyer or its counsel and reasonably acceptable
to the Company and the Sellers' Representative. The Buyer shall pay or reimburse
the Company at Closing for any capital contributions and filing fees incurred by
the Company and its Subsidiaries at the direction of the Buyer in performing
their obligations under Schedule D for which the Company has delivered to the
Buyer documentation (the "ANCILLARY EXPENSES").

          (b)     Subject to the terms and conditions set forth herein, on the
Closing Date but prior to the consummation of the AAS Acquisition and in
accordance with Schedule D, the Buyer shall cause Holdings BV and the Company
shall cause AAS Holdings to consummate the Brink Acquisition in furtherance of
which the Buyer shall cause Holdings BV to pay in cash to AAS Holdings, by wire
transfer of immediately available funds to an account designated by the Company
to the Buyer, an amount equal to $11,066,000.00 (the "BRINK EQUITY
CONSIDERATION" and together with the amounts received by AAS Holdings from
Holdings BV pursuant to the Brink Receivable Acquisition (as defined in Schedule
D hereto), the "AGGREGATE BRINK INTERNATIONAL CONSIDERATION"), against delivery
by AAS Holdings to Holdings BV or its designee of all certificates, documents
and instruments representing the Brink Securities.

          Section 2.2   PURCHASE AND SALE OF UNITS; ROLLOVER.

          (a)     PURCHASED COMPANY SECURITIES. Subject to the terms and
conditions set forth herein, including the prior consummation of the Brink
Acquisition and the Ancillary Transactions, at the Closing, each Transferring
Seller shall sell to the Buyer, and the Buyer shall purchase from each
Transferring Seller, all Purchased Company Securities owned by such Transferring
Seller.

          (b)     PAYMENTS. Subject to the terms and conditions set forth
herein, including, without limitation, Sections 2.2(d) and (e), at the Closing,
in consideration for each Transferring Seller's delivery of his, her or its
Purchased Company Securities:

                        (i)   the Buyer shall pay to such Transferring Seller,
in cash, for each Unit so purchased from such Transferring Seller, the Per Unit
Cash Purchase Price, and for each Option or Warrant so purchased from such
Transferring Seller, the Per Unit Cash Purchase Price MINUS the exercise price
of such Option or Warrant as set forth on Schedule A hereto (with the aggregate
amount of cash payable to each Transferring Seller pursuant to this
Section 2.2(b)(i) being referred to herein as such Seller's "AGGREGATE CASH
PROCEEDS"); and

                        (ii)  the Buyer shall cause SportRack and Valley
(together, the "PROMISSORY NOTE OBLIGORS") to deliver to each Transferring
Seller a Promissory Note substantially in the form attached hereto as Exhibit F,
with a principal amount equal to such Transferring Seller's Percentage Interest
of $10,000,000.

          (c)     ROLLOVER. Subject to the terms and conditions set forth
herein, at the Closing, the following transactions shall be effected with
respect to the Rollover Units and the Rollover Options (the "ROLLOVER"):

                        (i)   each Rollover Seller shall exchange the number of
Rollover Units, if any, designated in the column "Rollover Units" corresponding
to such Rollover Seller as set forth on Schedule A hereto (collectively, the
"ROLLOVER UNITS") for newly issued securities

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comprised of Common Units and Preferred Units (the "NEW UNITS"), based on a
consideration per New Unit equal to the per unit purchase price to be paid for
the New Units on the Closing Date by the Buyer with each Rollover Unit being
valued at the Per Unit Cash Purchase Price and in the same proportion of Common
Units and Preferred Units as all equity holders of the Buyer are purchasing New
Units at the Closing.

                        (ii)  each Rollover Seller shall convert the number of
Rollover Options, if any, designated in the column Rollover Options
corresponding to such Seller as set forth on Schedule A hereto, into New Options
that are exercisable for the same number of New Units as if each Unit into which
such Option could be exercised was exchanged for New Units hereunder in
accordance with clause (c)(i) above. Notwithstanding anything to the contrary
contained herein or in any Principal Document, no New Units or New Options (or
securities into which they may be exchanged, converted or exercised) shall be
subject to vesting or, with respect to New Options, termination of the exercise
period, except that each New Option and New Unit shall be subject to the terms
and conditions contained in the Rollover Securities Repurchase Agreement
relating to such Rollover Securities and all New Options shall be subject to the
terms and conditions contained in the New Option Agreement. Each Option Plan and
each agreement or instrument governing any Rollover Option shall be terminated
effective as of the Closing.

                        (iii) the Buyer shall cause the Promissory Note Obligors
to deliver to each Rollover Seller a Promissory Note with a principal amount
equal to such Rollover Seller's Percentage Interest of $10,000,000 minus the
principal amount, if any, of any Promissory Note received by such Rollover
Seller pursuant to Section 2.2(b)(ii) in his or her capacity as a Transferring
Seller.

          (d)     DIRECTION OF PAYMENTS. Each Seller, other than Barbara
Rushing, hereby directs the Buyer to deliver a portion of such Seller's
Aggregate Cash Proceeds as follows:

                        (i)   an amount equal to such Seller's Percentage
Interest of $10,000,000, which shall be paid into escrow pursuant to the Escrow
Agreement;

                        (ii)  an amount equal to such Seller's Percentage
Interest of the amount of the Gibbs Cash Collateral Account designated in
Section 8.10, to an account established at Bank One, Michigan or such other
financial institution designated by Sellers' Representative as is reasonably
acceptable to the Buyer (the "CASH COLLATERAL BANK" ); and

                        (iii) an amount equal to such Seller's Reserve Account
Percentage Interest of $250,000 as designated for the Reserve Account
established pursuant to Section 9.10, to the Sellers' Representative; PROVIDED,
that the Buyer shall make no such payment on behalf of the Sellers'
Representative.

          (e)     PAYMENTS TO SELLERS' REPRESENTATIVE. All cash payments to the
Sellers under this Section 2.2 shall be made directly to the Sellers'
Representative who shall be solely responsible for the distribution of such
proceeds to the Sellers in accordance with their respective Percentage Interests
and the provisions of this Agreement.

          Section 2.3   POST-CLOSING PURCHASE PRICE ADJUSTMENT.

                                        4


          (a)     FINAL CLOSING STATEMENT

                        (i)   Within 90 days after the Closing Date, the Buyer
shall deliver a statement (the "FINAL CLOSING STATEMENT") prepared by the Buyer
to the Sellers' Representative, which contains (x) a statement of consolidated
net assets of the Company, as of immediately prior to the Closing, before giving
effect to the Transaction, prepared in accordance with GAAP and in the form
attached hereto as Exhibit H (the "STATEMENT OF CONSOLIDATED NET ASSETS"), which
Statement of Consolidated Net Assets shall be accompanied by an audit opinion of
Deloitte & Touche LLP (the "BUYER'S AUDITOR") in substantially the form attached
hereto as Exhibit I, (y) a computation of the Adjusted Working Capital as of
immediately prior to the Closing, before giving effect to the Transaction, which
shall be derived from the Statement of Consolidated Net Assets and prepared in
accordance with the Accounting Principles outlined in Exhibit J (the "FINAL
ADJUSTED WORKING CAPITAL"), and (z) a computation of the Cash Equivalents of the
Company and its Subsidiaries, prepared in accordance with GAAP, as of
immediately prior to the Closing, before giving effect to the Transaction (the
"FINAL CASH BALANCES").

                        (ii)  The Sellers' Representative shall provide written
notice of any objections to the Final Closing Statement, together with an
explanation of the basis of such objection (the "NOTICE OF OBJECTION"), within
60 days of the delivery of the Final Closing Statement. Promptly following the
delivery of the Final Closing Statement and until any such objections are
resolved pursuant to the application of Section 2.3(b) of this Agreement, the
Sellers' Representative and its advisors shall be entitled to review, at
Sellers' sole expense, the Buyer's work papers (hardcopy and electronic)
including Buyer's Auditor's work papers and any summaries of unadjusted
differences that are not proprietary to the Buyer's Auditor relating to the
Final Closing Statement. The Buyer shall provide the Sellers' Representative and
its advisors with timely access to the personnel, properties, books and records
of any of the Buyer's Subsidiaries during regular business hours and upon
advance written notice solely to the extent reasonably necessary for Sellers'
Representative and its advisors to conduct such review.

          (b)     OBJECTIONS; RESOLUTION OF DISPUTES.

                        (i)   Except as to objections duly set forth in any
Notice of Objection made within 60 days after the receipt of the Final Closing
Statement, the Final Closing Statement shall be final and binding for all
purposes of this Agreement.

                        (ii)  If the Sellers' Representative provides the Notice
of Objection within such 60-day period, the Buyer and the Sellers'
Representative shall, during the 30-day period following the delivery of such
Notice of Objection, attempt in good faith to resolve the objections. If the
Buyer and the Sellers' Representative are unable to resolve all such objections
within such period, the matters remaining in dispute and which were properly
included in the Notice of Objection shall be arbitrated by Ernst & Young LLP, or
KPMG LLP, if Ernst & Young LLP is unwilling or unable to perform such services
(such determining firm being the "INDEPENDENT AUDITOR"). The arbitration of
disputed items by the Independent Auditor shall be final and binding, and the
determination of the Independent Auditor shall constitute an arbitral award that
is final, binding and non-appealable and upon which a judgment may be entered by
a court having jurisdiction thereover. The Buyer and the Sellers' Representative
shall instruct the Independent Auditor to render its decision within 30 days of
its selection.

                                        5


                        (iii) In the event that the Independent Auditor resolves
all disputes presented to it entirely in the manner proposed by the Buyer or the
Seller's Representative, as the case may be, the fees and expenses of the
Independent Auditor relating to the resolution of such dispute shall be paid by
the other party. In all other events, the fees and expenses of the Independent
Auditor shall be shared (with respect to the Sellers, pro rata in accordance
with their Percentage Interests) in the same proportion that the Sellers'
Representative's position, on the one hand, and the Buyer's position, on the
other hand, initially presented to the Independent Auditor (based on the
aggregate of all differences taken as a whole) bear to the final resolution as
determined by the Independent Auditor.

          (c)     ADJUSTMENT PAYMENT.

                        (i)   The following payments shall be made within 10
days after Final Adjusted Working Capital and the Final Cash Balances have been
agreed or finally determined in accordance with Section 2.3(b):

                              (A)  if the amount of Final Adjusted Working
Capital exceeds Target Working Capital, the Buyer shall pay to each Seller its
pro rata share, based on such Seller's Percentage Interest, of the full amount
of such excess, plus simple interest thereon at the rate of 6% per annum from
the Closing Date to the date of payment;

                              (B)  if the amount of Final Adjusted Working
Capital is less than Target Working Capital, each Seller shall pay to the Buyer
its pro rata share, based on each Seller's Percentage Interest, of the full
amount of such shortfall, plus simple interest thereon at the rate of 6% per
annum from the Closing Date to the date of payment;

                              (C)  if the amount of the Final Cash Balances
exceeds the aggregate amount of Cash Equivalents used in the calculation of Net
Indebtedness, as certified in writing by the Company's Chief Financial Officer
to the Buyer on the Closing Date (the "ESTIMATED CASH BALANCES"), the Buyer
shall pay to each Seller its pro rata share, based on such Seller's Percentage
Interests, of the full amount of such excess, plus simple interest thereon at
the rate of 6% per annum from the Closing Date to the date of payment;

                              (D)  if the amount of Final Cash Balances is less
than the Estimated Cash Balances, each Seller shall pay to the Buyer its pro
rata share, based on each Seller's Percentage Interest, of the full amount of
such shortfall, plus simple interest thereon at the rate of 6% per annum from
the Closing Date to the date of payment.

                        (ii)  Any and all payments to be made pursuant to this
Section 2.3 shall be made simultaneously and netted against each other as
appropriate.

                        (iii) In the case of any net payment from the Sellers to
the Buyer under this Section 2.3, the Buyer and the Sellers agree that such
payment shall be applied first against the available funds held in escrow under
the Escrow Agreement. In such case, the Buyer (or its designated representative
under the Escrow Agreement) and the Sellers' Representative shall deliver a
joint written instruction to the escrow agent under the Escrow Agreement within
two (2) Business Days of the final determinations made under Section 2.3(b)(ii)
and (iii) to distribute such funds to the Buyer (or its designee). In all other
cases,

                                        6


payments due under this Section 2.3 shall be made by wire transfer of
immediately available funds to an account designated by the Buyer to the Sellers
or to the accounts designated by the Sellers' Representative to the Buyer, as
the case may be.

          Section 2.4   CONTINGENT PAYMENTS.

          (a)     The Buyer shall pay the Sellers, pro rata in accordance with
each Seller's Percentage Interest, the Contingent Payment Amount to the extent
and on the terms set forth in this Section 2.4.

          (b)     Unless a Change in Control has occurred during any Contingent
Payment Measurement Period, in which case Section 2.4(d) shall address any
Yearly Allocable Contingent Payments remaining to be paid after the consummation
thereof, the determination of whether any Yearly Allocable Contingent Payments
shall be payable to the Sellers shall be made as follows:

                        (i)   As promptly as practicable following the end of
each Contingent Payment Measurement Period (and the completion of the relevant
audited financial statements necessary to make any calculations required under
this Section 2.4(b)), the Buyer shall prepare and deliver to the Sellers'
Representative a statement (the "CONTINGENT PAYMENT STATEMENT"), as of each
Determination Date, derived from the annual consolidated audited financial
statements of the Buyer and its Subsidiaries for such Contingent Payment
Measurement Period, which shall indicate (x) the Adjusted Consolidated EBITDA
for such Contingent Payment Measurement Period, (y) the Yearly Contingent
Payment, if any, for such Contingent Payment Measurement Period and (z) the
calculations used to determine such Adjusted Consolidated EBITDA and Yearly
Contingent Payment.

                        (ii)  Unless the Sellers' Representative notifies the
Buyer in writing within 60 days after receipt of any Contingent Payment
Statement of any objection to such Contingent Payment Statement, together with
an explanation of the basis for such objection, then the Contingent Payment
Statement shall be final and binding for all purposes of this Agreement. If the
Sellers' Representative shall object within such 60-day period to the Contingent
Payment Statement, then the dispute resolution procedures set forth in
Sections 2.3(b)(ii) and (iii) shall govern such dispute, with the term "Final
Closing Statement" being replaced by the term "Contingent Payment Statement".

          (c)     Within 10 days after the Contingent Payment Statement becomes
final and binding, the Buyer shall pay to the Sellers, pro rata in accordance
with each Seller's Percentage Interest, in immediately available funds such
portion of the Yearly Contingent Payment for such Contingent Payment Measurement
Period, if any, to the extent the payment of which would not be reasonably
likely to result in or cause, without giving effect to the passage of time at
the time of such payment or during the fiscal quarter in which such payment is
otherwise due, an "Event of Default" under any agreement, indenture or
instrument of Indebtedness for borrowed money to which the Buyer or any of its
Subsidiaries is bound (collectively, the "BUYER CREDIT AGREEMENTS"). Any portion
of such Yearly Contingent Payment that is not paid in cash at such

                                        7


time due to the foregoing restriction related to the Buyer Credit Agreements
shall instead be paid to Sellers in the form of subordinated promissory notes
issued by the Promissory Note Obligors in the form attached hereto as Exhibit K
(the "CONTINGENT PAYMENT NOTES") pro rata in accordance with their Percentage
Interests; PROVIDED, HOWEVER, that if any Contingent Payment Note is issuable
hereunder to any Seller organized under the Laws of the Netherlands (in the case
of Sellers that are not natural Persons) or any Seller (in the case of Sellers
that are natural Persons) that resides in the Netherlands at the time of
issuance of such Contingent Payment Note (each, a "NETHERLANDS DOMICILIARY") in
an aggregate principal amount which is less than EURO 45,379 and such Seller is
not eligible to be issued a Contingent Payment Note in such amount without
registration under the Laws of the Netherlands, the payment of such Contingent
Payment Amount will, instead of being evidenced by the issuance of a Contingent
Payment Note, be made by increasing the principal amount owing from the date of
such increase for all purposes under the Promissory Note issued to each such
Netherlands Domiciliary by such amount; PROVIDED that such Netherlands
Domiciliary shall have certified to the Buyer and the Promissory Note Obligors
at such time that it is a Netherlands Domiciliary. The Buyer shall cause the
Promissory Note Obligors to issue to any such Netherlands Domiciliary a new
Promissory Note upon delivery of the original Promissory Note issued to such
Netherlands Domiciliary reflecting such increase in the principal amount of such
Promissory Note. The Contingent Payment Notes (and the Promissory Notes issued
to any Netherlands Domiciliary in accordance with the immediately preceding
sentence, solely to the extent of such increased principal amount and accrued
and unpaid interest thereon) shall provide that, following the end of each
fiscal year in which any Contingent Payment Notes are outstanding, the
Promissory Note Obligors thereon shall prepay or repay in cash the maximum
amount outstanding pursuant to the Contingent Payment Notes to the extent the
payment of which would not be reasonably likely to result in or cause, without
giving effect to the passage of time, at the time of such payment or during the
fiscal quarter in which such amount, if any, payable to the Sellers is to be
made, an "Event of Default" under any of the Buyer Credit Agreements. Such
payments shall be made ratably to all holders of Contingent Payment Notes (and
the holders of Promissory Notes that are Netherlands Domiciliaries to the extent
of such increased amounts together with accrued and unpaid interest thereon as
provided in the immediately preceding sentence) and shall be made promptly
following the delivery by the Buyer or the obligors under the Senior Buyer
Credit Agreement of the covenant compliance certificate for the fiscal year then
ended to the lenders (or any agent thereof) under the Senior Buyer Credit
Agreement. Any dispute concerning any such payment shall be governed by
Section 2.3(b)(ii) and (iii) hereof.

          (d)     Upon a Change in Control, a Designated Public Offering or a
Designated CHP Sale (each, a "LIQUIDITY EVENT"), consummated before March 31,
2006, the portion of the Contingent Payment Amount that has not yet been paid to
the Sellers or earned by the Sellers prior to the date of such Liquidity Event
shall be treated as follows:

                        (i)   Within 20 days after the relevant Determination
     Date, the Buyer or any successor shall prepare and deliver to the Sellers'
     Representative a statement (the "LIQUIDITY EVENT STATEMENT") as of the
     Determination Date, which shall indicate (x) the Total Equity Value in such
     Liquidity Event, (y) the Liquidity Event Payment with respect to such
     Liquidity Event and (z) the calculations used to determine such Total
     Equity Value and the Liquidity Event Payment.

                                        8


                        (ii)  Unless the Sellers' Representative notifies the
     Buyer in writing within 60 days after receipt of the Liquidity Event
     Statement of any objection to the Liquidity Event Statement, then the
     Liquidity Event Statement shall be final and binding for all purposes of
     this Agreement. If the Sellers' Representative shall object within such
     60-day period to the Liquidity Event Statement, then the dispute resolution
     procedures set forth in Sections 2.3(b)(ii) and (iii) shall govern such
     dispute, with the term "Final Closing Statement" being replaced by the term
     "Liquidity Event Statement".

                        (iii) Subject to the following proviso, within 10 days
     after the Liquidity Event Statement becomes final and binding, the Buyer or
     its successor shall pay in immediately available funds to the Sellers (pro
     rata in accordance with each Seller's Percentage Interest) the Liquidity
     Event Payment, if any, as indicated on the final Liquidity Event Statement;
     PROVIDED, HOWEVER, that if the Liquidity Event giving rise to such payment
     is

                              (A)  a Designated Public Offering, the Buyer shall
be obligated to pay only a percentage of the Liquidity Event Payment, if any, as
indicated in the Liquidity Event Statement, that is equal to the percentage of
the Castle Harlan Group's economic equity interest, whether in the form of
Common Units, Preferred Units or otherwise, that was sold or redeemed in
connection with such Designated Public Offering (valuing such interests as
provided in the definition of Designated Public Offering) and the remaining
unpaid portion of the Contingent Payment Amount shall not be paid at such time
and shall continue to be subject to the provisions of this Section 2.4; or

                              (B)  a Designated CHP Sale, the Buyer shall be
obligated to pay only a percentage of the Liquidity Event Payment, if any, as
indicated in the Liquidity Event Statement, that is equal to the percentage of
the Castle Harlan Group's economic equity interest, whether in the form of
Common Units, Preferred Units or otherwise, that was sold in such Designated CHP
Sale (valuing such equity interests as provided in the definition of Designated
CHP Sale) and the remaining unpaid portion of the Contingent Payment Amount
shall not be paid at such time and shall continue to be subject to the
provisions of this Section 2.4. For purposes of a Designated CHP Sale that
arises from a sale of assets in which all or a portion of the proceeds therefrom
are distributed, directly or indirectly, to member(s) of the Castle Harlan
Group, the above calculation shall be made by reference to the amounts returned
to member(s) of the Castle Harlan Group, whether through a distribution of the
proceeds therefrom, the redemption of equity interests in the Buyer or any of
its Subsidiaries or their respective successors, or the repayment or prepayment
of Indebtedness held by members of the Castle Harlan Group that is, by its
terms, convertible into, or exercisable or exchangeable for, equity securities
of the Buyer or any of its Subsidiaries, in respect of such asset sale (it being
understood and agreed that, for the avoidance of doubt, any benefit to the Buyer
or any of its Subsidiaries arising from any Designated CHP Sale, including an
increase in cash or Cash Equivalents or reduction in Indebtedness of the Buyer
or any of its Subsidiaries, shall not constitute an "indirect" dividend,
distribution or proceed to any member of the Castle Harlan Group).

                        (iv)  If the remaining portion of the Contingent Payment
Amount has not been earned in full by the Sellers due to the items specified in
clause (C) of

                                        9


paragraph (ii) under the definition of "Total Equity Value", then promptly after
each payment of any such items required by the agreement or agreements governing
such Liquidity Event, the Buyer or its successor shall prepare a revised
Liquidity Event Statement (the "REVISED LIQUIDITY EVENT STATEMENT"), taking into
account the amounts of such payments in calculating the further portion of the
Liquidity Event Payment that is payable to Sellers as a result of such payments
and taking into account that such payments were made on the date actually
received.

                        (v)   Unless the Buyer notifies the Sellers'
     Representative or the Sellers' Representative notifies the Buyer in writing
     within 60 days after receipt of the Revised Liquidity Event Statement of
     any objection to the Revised Liquidity Event Statement, together with an
     explanation of the basis for such objection, then the Revised Liquidity
     Event Statement shall be final and binding for all purposes of this
     Agreement. If either the Buyer or the Sellers' Representative shall object
     within such 60-day period to the Revised Liquidity Event Statement, then
     the dispute resolution procedures set forth in Sections 2.3(b)(ii) and
     (iii) shall govern such dispute, with the term "Final Closing Statement"
     being replaced by the term "Revised Liquidity Event Statement".

                        (vi)  Within 10 days of the final determination of each
     Revised Liquidity Event Statement, the Buyer or its successor shall pay to
     the Sellers, pro rata in accordance with each Seller's Percentage Interest,
     in immediately available funds the portion of the Liquidity Event Payment
     not previously paid upon the Liquidity Event, if any, to the extent
     provided in the Revised Liquidity Event Statement.

          (e)     No portion of the Contingent Payment Amount, other than such
portion for which the Buyer is in default in the payment thereof, shall be
payable and any obligations relating thereto shall be null and void following
the first Change in Control (other than deferred payments required under
Section 2.4(d) and payments required under any Contingent Payment Note issued
pursuant to Section 2.4(c)).

          (f)     Payments of all or any portion of the Contingent Payment
Amount due and payable under this Section 2.4 shall be paid to the Sellers, pro
rata, in accordance with their Percentage Interests.

          (g)     Payments of all or any portion of the Contingent Payment
Amount due and payable to any Seller under this Section 2.4 shall be subject to
setoff by the Buyer (or repayment, in the case of any portion of the Contingent
Payment Amount that had previously been paid to any Seller) for any amounts due
to the Buyer from such Seller to the extent expressly permitted pursuant to
Article IX.

          (h)     The Buyer shall use commercially reasonable efforts to refrain
from subjecting the Buyer and its Subsidiaries to any provision in any agreement
or instrument that expressly prohibits the payment of the Contingent Payment
Amount, the Contingent Payment Notes or the Promissory Notes, it being
understood and agreed that this provision shall not limit or restrict the right
of the Buyer or any of its Subsidiaries from entering into agreements and
instruments governing any Indebtedness for borrowed money of the Buyer or any of
its Subsidiaries that require compliance with financial covenant ratios that
will impact the Buyer's ability to make payment of Contingent Payment Amounts
due under this Agreement or under

                                       10


any Contingent Payment Note. The Buyer shall deliver all certificates and other
instruments required under any Buyer Credit Agreement as a condition specified
therein to the payment of any Contingent Payment Amount, any Contingent Payment
Note or Promissory Note.

          (i)     Examples of the operation of this Section 2.4 are set forth on
Schedule 2.4 hereto. The parties hereto acknowledge that such examples
accurately reflect the proper operation of this Section 2.4 with respect to the
facts and assumptions set forth therein.

          (j)     The Buyer covenants and agrees that it shall not permit any
Liquidity Event to be consummated unless in connection therewith, the Buyer
shall have made adequate provision for the timely satisfaction, as the case may
be, of the Buyer's obligations to make any payment of any Contingent Payment
Amount due upon such Liquidity Event, and the Promissory Note Obligors' to make
any payments under the Promissory Notes and Contingent Payment Notes or under
Section 2.4(d) hereof, as applicable, in connection with any such Liquidity
Event. The Buyer shall certify in writing to the Sellers' Representative at the
time any such payment is made to the Sellers that such payment is being made in
compliance with the Buyer Credit Agreements, the Promissory Notes, any
Contingent Payment Notes and the Subordinated Guarantee or a waiver from such
compliance shall have been obtained.

          Section 2.5   ALLOCATION OF PURCHASE PRICE. The purchase price (as
determined for Federal income tax purposes) for the AAS Acquisition shall be
allocated among the assets purchased (or deemed to have been purchased for
Federal income tax purposes) in accordance with Schedule E hereto (in a manner
consistent with the methodology employed in such Schedule E). Neither the Buyer,
the Sellers nor any of their Affiliates shall take any action relating to Taxes
that is inconsistent with such allocation and the Buyer and the Sellers shall
prepare and file Internal Revenue Service Form 8594 and any similar or analogous
forms under any state, local or foreign Tax law in a manner consistent with such
allocation.

          Section 2.6   THE CLOSING

          (a)     DATE, TIME AND LOCATION. The closing of the transactions
contemplated hereby (the "CLOSING") shall be held at the offices of Schulte Roth
& Zabel LLP, 919 Third Avenue, New York, New York 10022 and at such date and
time upon which the parties may agree. The date on which the Closing takes place
is referred to herein as the "CLOSING DATE". The Closing shall be deemed to be
effective as of the close of business, New York City time on the Closing Date.

          (b)     CERTAIN CLOSING PAYMENTS. At the Closing:

                        (i)   Richard E. Borghi shall repay to the Company an
aggregate amount equal to $165,000 (such aggregate amount, the "BORGHI PAYABLE
AMOUNT"), reflecting the outstanding principal and interest on loans previously
made to Mr. Borghi. Mr. Borghi hereby authorizes the Buyer to deduct the Borghi
Payable Amount from his Aggregate Cash Proceeds and pay such amount to the
Company at Closing.

                        (ii)  Pursuant to Section 3 of the Letter Agreement
dated as of August 5, 1997 (as amended, modified or supplemented from time to
time, the "VALLEY LETTER"), Robert L. Fisher shall repay to the Company $791,430
(the "FISHER PAYABLE AMOUNT"). Mr.

                                       11


Fisher hereby authorizes the Buyer to deduct the Fisher Payable Amount from his
Aggregate Cash Proceeds and pay such amount to the Company at Closing.

                        (iii) Pursuant to Section 3 of the Valley Letter,
Roger T. Morgan shall repay to the Company $98,790 (the "MORGAN PAYABLE
AMOUNT"). Roger T. Morgan hereby authorizes the Buyer to deduct the Morgan
Payable Amount from his Aggregate Cash Proceeds and pay such amount to the
Company at Closing.

                        (iv)  At the Closing, Barbara Rushing shall pay the
following amounts in immediately available funds:

                              (A)  to the Buyer, an amount equal to her
Percentage Interest of $10,000,000, which shall be paid into escrow pursuant to
the Escrow Agreement;

                              (B)  to the Cash Collateral Bank, an amount equal
to her Percentage Interest of the amount of the Gibbs Cash Collateral Account
designated in Section 8.10; and

                              (C)  to the Sellers' Representative, an amount
equal to her Reserve Account Percentage Interest of $250,000 as designated for
the Reserve Account established pursuant to Section 9.10.

          Section 2.7   NETHERLANDS CAPITAL TAX The Sellers and the Buyer
acknowledge that Netherlands capital tax may be imposed in connection with (a)
the capitalization of Holdings BV in an amount not to exceed the sum of the
Brink Equity Consideration plus $2.6 million, the latter of which shall be used
to repay a portion of the Indebtedness of Brink International in accordance with
Schedule D hereto and (b) approximately EURO 18,000, representing the initial
capitalization of Holdings BV (together, the "HOLDINGS BV CAPITALIZATION") by
AASA (the Netherlands capital tax imposed in connection with the Holdings BV
Capitalization being referred to as the "CAPITAL TAX"). The Buyer shall pay the
Capital Tax. In the event the amount of the Capital Tax actually imposed differs
from the amount taken into account in the determination of Adjusted Working
Capital, or circumstances otherwise arise that result in either Buyer or Sellers
bearing more than 50% of the Capital Tax ultimately determined to be due, Buyer,
on the one hand, or Sellers, on the other hand, as the case may be, shall
reimburse the other party such amount as is necessary so that the Buyer and the
Sellers shall bear 50% of such Capital Tax (and, in the case of any payment by
or to Sellers, such payment to be pro rata in accordance with their Percentage
Interests).

                                   ARTICLE III

          SEVERAL REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLERS

          Each Seller hereby represents and warrants, solely with respect to
such Seller, to the Buyer as follows:

          Section 3.1   OWNERSHIP. Such Seller owns beneficially and of record
all of the issued and outstanding Company Securities as set forth next to such
Seller's name on Schedule 3.1, free and clear of any Liens other than Liens
created pursuant to the Third

                                       12


Amended and Restated Operating Agreement, dated September 30, 1999 (the
"OPERATING AGREEMENT") and the Company's Amended and Restated Members'
Agreement, dated September 30, 1999 (the "MEMBERS' AGREEMENT"). Except as set
forth on Schedule 3.1, such Seller does not directly or indirectly, own any
other Company Securities or any warrants, options, convertible or exchangeable
securities, preemptive rights and is not a party to or subject to any contracts
relating to the issuance, sale or transfer of any equity interests of the
Company other than pursuant to the Operating Agreement, the Company's bylaws in
effect on the date hereof (the "BYLAWS") and the Members' Agreement or as
otherwise set forth on Schedule 3.1. In the case of any Seller that is an
individual, such Seller's Company Securities are not subject to any spousal
rights or other restrictions which shall not be waived prior to Closing. Except
as set forth on Schedule 3.1, or as otherwise referenced in this Section 3.1,
such Sellers is not party to any shareholders' agreement, members' agreement,
voting trust, proxy or other agreement or understanding with respect to the
voting or transfer of any of the Units.

          Section 3.2   AUTHORIZATION AND VALIDITY OF AGREEMENT. Such Seller has
the requisite power, authority (if such Seller is not a natural person) and
capacity (if such Seller is a natural Person) to execute, deliver and perform
such Seller's obligations under this Agreement and any Principal Document to
which such Seller is a party and to consummate the transactions contemplated
hereby and thereby in accordance with the terms hereof and thereof. This
Agreement and each Principal Document to which such Seller is a party have been
duly authorized (if such Seller is not a natural Person), executed and delivered
by such Seller and, assuming this Agreement or the relevant Principal Document
constitutes the legal, valid and binding obligation of the other parties
thereto, constitutes the legal, valid and binding obligation of such Seller
(including the obligation to deliver title to such Seller's Purchased Company
Securities, free and clear of all Liens other than Liens imposed under any
Organizational Document of the Company or any of its Subsidiaries), enforceable
against such Seller in accordance with its terms, except as may be limited by
any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar Laws affecting the enforcement of creditors' rights generally or
by general principles of equity.

          Section 3.3   CONSENTS AND APPROVALS. (a) Neither the execution and
delivery by such Seller of this Agreement or any Principal Document to which
such Seller is a party nor the performance by such Seller of its obligations in
this Agreement and any Principal Document to which such Seller is a party will
require on the part of such Seller any Governmental Authorization from, approval
of, filing with or notification to any Governmental Entity, except (i) for any
applicable filings required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR ACT") or required pursuant to any non-U.S.
antitrust and competition law statutes, regulations and treaties, (ii) spousal
consents as set forth on Schedule 3.3a(ii), and attached hereto as duly
executed, or (iii) where the failure to obtain such Governmental Authorization
or approval or to make such filing or notification could not reasonably be
expected to have a Material Adverse Effect, a material adverse effect on such
Seller or prevent the performance by such Seller of its obligations hereunder or
thereunder.

          (b)     Except as contemplated in Section 3.3(a) above or as set forth
on Schedule 3.3, no Seller is or will be required to give any notice to or
obtain any consent or approval from any Person in connection with the
consummation or performance by such Seller

                                       13


of any of the transactions contemplated under this Agreement and any Principal
Document to which such Seller is a party.

          Section 3.4   NO CONFLICT OR VIOLATION. Except as set forth on the
corresponding subsection of Schedule 3.4, neither the execution or delivery of
this Agreement by such Seller or any Principal Document to which such Seller is
a party, nor the performance by such Seller of such Seller's obligations in this
Agreement or any Principal Document to which such Seller is a party will, in a
manner that could reasonably be expected to have a Material Adverse Effect: (a)
conflict with or result in a breach of any Organizational Documents if such
Seller is an entity; (b) result in a violation or breach of, or constitute (with
or without notice or lapse of time or both) a default (or give rise to any right
of termination, cancellation or modification) under, any of the terms,
conditions or provisions of any agreement, instrument or obligation to which
such Seller is a party or by which such Seller or any of such Seller's
properties or assets are bound; (c) violate any Law applicable to such Seller or
any of such Seller's properties or assets; or (d) contravene or result in a
violation of, or result in the imposition or creation of any Lien upon or with
respect to such Seller's Company Securities.

          Section 3.5   LITIGATION. There is no suit, action, proceeding or
investigation or any outstanding injunctions, judgments, orders or decrees
(whether at law or equity, before or by any federal, state or foreign
commission, court, tribunal, board, agency or instrumentality, or before any
arbitrator) pending or, to the knowledge of such Seller, threatened against such
Seller, the outcome of which would be reasonably likely to in any material
manner impair such Seller's ability to perform such Seller's obligations
hereunder or under any Principal Document to which it is a party.

          Section 3.6   BROKERS AND FINDERS. Except as set forth on
Schedule 3.6, in connection with this Agreement or the transactions contemplated
hereby, no broker, finder, investment bank or financial advisor has acted for
such Seller. Such Seller has not incurred any obligation to pay a brokerage,
finder's or other fee or commission to any Person, in either case, for which the
Buyer will be liable.

          Section 3.7   NO ADDITIONAL REPRESENTATIONS. SUCH SELLER IS NOT MAKING
ANY REPRESENTATION OR WARRANTY, JOINT OR SEVERAL, EXPRESS OR IMPLIED, OF ANY
NATURE WHATSOEVER WITH RESPECT TO HIMSELF, HERSELF OR ITSELF (EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT), OR WITH
RESPECT TO ANY OTHER EQUITYHOLDER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES
(INCLUDING AS TO ANY OF THE ASSETS, PROPERTIES OR RIGHTS OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT.

                                  ARTICLE IIIA

                    SEVERAL REPRESENTATIONS AND WARRANTIES OF
                    THE SELLERS CONCERNING THE ROLLOVER, THE
                CONTINGENT PAYMENT NOTES AND THE PROMISSORY NOTES

                                       14


          Each Seller hereby represents and warrants, solely with respect to
such Seller, to the Buyer as follows:

          Section 3A.1. INVESTMENT REPRESENTATION. Such Seller acknowledges that
the Promissory Notes and the Contingent Payment Notes (if any) and each Rollover
Seller acknowledges that the New Units or New Options being issued to such
Rollover Seller are not registered under the securities laws of any jurisdiction
and that such Seller is acquiring the Promissory Notes, New Options and New
Units, as applicable, and will acquire any Contingent Payment Notes, for such
Seller's own account, not as a nominee or agent, for investment, and not with a
view to the distribution thereof. Such Seller is a sophisticated investor with
knowledge and experience in financial and business matters, is capable of
evaluating the risks and merits of such Seller's investment in the Promissory
Notes, the Contingent Payment Notes (if any), New Options and New Units, as
applicable, and has the capacity to protect such Seller's own interests. Such
Seller acknowledges that the Buyer has given him, her or it the opportunity to
ask questions of the officers and management employees of the Buyer and its
Subsidiaries, to obtain additional information about the business and financial
condition of the Buyer and its Subsidiaries, and access to the facilities, books
and records relating to the business of the Buyer and its Subsidiaries in order
to evaluate the investment in the Promissory Notes, the Contingent Payment Notes
(if any), New Options and New Units contemplated hereby.

          Section 3A.2. RESTRICTED SECURITIES. Such Rollover Seller understands
that the New Units or New Options being issued to such Rollover Seller and each
Seller understands that the Promissory Notes and the Contingent Payment Notes
(if any) are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Buyer in a
transaction not involving a public offering, and that under such laws and
applicable regulations such securities may not be resold without registration
under the Securities Act unless an exemption from registration thereunder is
available. Such Seller represents that it is familiar with Rule 144 promulgated
under the Securities Act as presently in effect, and understands the resale
limitations imposed thereby and by the Securities Act.

          Section 3A.3. RESIDENCY. The jurisdiction of organization of such
Seller that is not a natural Person and the residence of such Seller that is a
natural Person are set forth on Schedule A hereto.

          Section 3A.4. LEGENDS.

          (a)     NEW UNIT LEGEND. The certificates evidencing the New Units
shall bear the following legends and any other legends provided in the Buyer
Operating Agreement and any Vesting Unit Repurchase Agreement or Rollover
Securities Repurchase Agreement:

          "The membership interests represented by this certificate
     are subject to and have the benefit of the Operating Agreement of
     CHAAS Acquisitions, LLC, a Delaware limited liability company,
     dated as of April 15, 2003, as the same may be amended, modified
     or supplemented from time to time. A copy of the Buyer's
     Operating Agreement has been filed in the chief executive office
     of the Buyer where the same may be inspected daily during
     business hours.

                                       15


          The membership interests represented by this certificate
     have not been registered under the Securities Act of 1933, as
     amended (the "SECURITIES ACT"), and such membership interests may
     not be offered, sold, pledged or otherwise transferred except (1)
     pursuant to an exemption from, or in a transaction not subject
     to, the registration requirements under the Securities Act or (2)
     pursuant to an effective registration statement under the
     Securities Act, in each case in accordance with any applicable
     securities laws of any State of the United States."

          (b)     NOTE LEGEND. The Promissory Notes and any Contingent Payment
Note shall bear the following legends:

          "This security has not been registered under the Securities
     Act of 1933, as amended, or any state securities laws and may not
     be offered or sold unless it has been registered under such act
     and applicable state securities laws or unless an exemption from
     registration is available. This security also is subject to
     additional restrictions on transfer by the holder hereof as set
     forth herein."

                                       16


                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                        THE COMPANY AND ITS SUBSIDIARIES

          The Company hereby represents and warrants to the Buyer, with respect
to the Company and its Subsidiaries (without giving effect to the Brink
Acquisition or the Ancillary Transactions) as follows:

          Section 4.1   ORGANIZATION AND QUALIFICATION. (a) Each of the Company
and its Subsidiaries is a limited liability company, corporation or other
entity, as the case may be, duly organized, validly existing and, to the extent
legally applicable, in good standing and has timely filed all corporate and
similar filings required under the laws of its jurisdiction of formation or
incorporation and has all requisite power and authority and all necessary
material Governmental Authorizations to own, lease and operate its properties
and assets that it purports to own or use and to carry on its business as it is
now being conducted.

          (b)     Schedule 4.1 sets forth a list of all jurisdictions in which
the Company and its Subsidiaries are registered, licensed or qualified. Except
as set forth on Schedule 4.1, each of the Company and its Subsidiaries is duly
registered, licensed or qualified to do business and, to the extent legally
applicable, is in good standing in each jurisdiction where the character of its
properties owned or held under lease makes such registration, licensing or
qualification necessary, except where the failure to so register, be licensed,
qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect. Complete and correct copies of the Organizational
Documents of each of the Company and its Subsidiaries as in effect on the date
hereof have been made available for review by the Company to the Buyer during
the course of Buyer's due diligence visit at the Company's and its Subsidiaries'
facilities or was otherwise furnished.

          Section 4.2   CAPITALIZATION. (a) Schedule 4.2(a) sets forth (i) the
outstanding, number of Units and other Company Securities held by each holder
thereof and the fully diluted ownership percentage of each holder of Units of
the Company and other Company Securities, (ii) the name of each holder of
Options, the number of Options, the current exercise price of all Options issued
under any Option Plan, the number of such Options that are vested and unvested
as of date hereof and as of the Closing Date and a schedule (or, if not based on
the passage of time, the basis for such vesting) of vesting of all unvested
Options and (iii) the name of each holder of Warrants, the number and class of
Units into which such Warrants are currently exercisable and the current
exercise price of such Warrants.

          (b)     Complete and correct copies of each agreement, instrument,
plan or other document evidencing the Options and Warrants have been made
available for review by the Company to the Buyer during the course of Buyer's
due diligence visit at the Company's and its Subsidiaries' facilities or was
otherwise furnished.

          (c)     Except as set forth on Schedule 4.2(c), no outstanding Company
Securities are subject to any Liens agreed to or known by the Company, other
than Liens imposed under the

                                       17


Operating Agreement, Members' Agreement and Bylaws which shall be removed at or
prior to Closing.

          (d)     Except as set forth on Schedule 4.2, there are no other equity
interests outstanding in the Company or agreements for any sharing of profits of
the Company.

          (e)     Except as disclosed in Schedule 4.2(e), there are no
outstanding subscriptions, convertible or exchangeable securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which the Company may be bound obligating the Company to (i)
issue, deliver or sell, or cause to be issued or sold or refrain from issuing,
transferring, delivering or selling any equity interest of the Company, (ii)
issue, grant, extend or enter into any such security, option, warrant, call,
right, commitment, agreement, arrangement or undertaking, (iii) repurchase,
redeem, or otherwise acquire or refrain from repurchasing, redeeming or
otherwise acquiring any equity interest in the Company, (iv) make any payment to
any Person pursuant to any earn-out, deferred payment, contingent payment or
similar arrangement or (v) give any Person the right to vote on any matters on
which any Person may vote on matters affecting the Company.

          Section 4.3   SUBSIDIARIES. (a) Schedule 4.3(a) sets forth a complete
and correct list of the Subsidiaries of the Company.

          (b)     Except as disclosed on Schedule 4.3(b), (i) the Company owns
directly or indirectly, all of the outstanding equity and other ownership
interests of each Subsidiary of the Company and (ii) the Company does not own,
directly or indirectly, any equity or other ownership interests in, or have any
obligation to acquire any equity or other ownership interest in, any Person, and
none of the Company nor any of its Subsidiaries is a member, partner,
stockholder of or otherwise holds any ownership interest or profit participation
in any Person. The Company has no unconsolidated Subsidiaries nor has the
Company or any of its Subsidiaries established any special purpose entity for
any purpose other than Valtek. Schedule 4.3 sets forth a complete and correct
list of director qualifying or comparable equity interests, which interests are
held by employees of the Company or one of its Subsidiaries for the benefit of
the Company or any of its Subsidiaries, and such shares shall not be delivered
to the Buyer at the direction of the Company upon the Closing unless so
requested by the Buyer prior to Closing.

          (c)     Except as disclosed on Schedule 4.3(c), there are no
outstanding subscriptions, convertible or exchangeable securities, options,
warrants, calls, rights commitments, agreements, arrangements or undertakings of
any kind to which the Company or any of its Subsidiaries may be bound obligating
any of the Company's Subsidiaries to (i) issue, deliver or sell, or cause to be
issued or sold or refrain from issuing, transferring, delivering or selling any
equity interest of any Subsidiary of the Company, (ii) issue, grant, extend or
enter into any such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking, (iii) repurchase, redeem, or otherwise
acquire or refrain from repurchasing, redeeming or otherwise acquiring any
equity interest in any Subsidiary of the Company, (iv) make any payment to any
Person pursuant to any earn-out, deferred payment or similar arrangement or (iv)
give any Person the right to vote on any matters on which an equity holder of
any Subsidiary of the Company may vote.

                                       18


          (d)     Except as disclosed on Schedule 4.3(d), there are no
shareholders' agreements, members' agreements, voting trusts, proxy or other
agreements or understandings with respect to the voting or transfer of any
equity interest of any Subsidiary of the Company.

          (e)     Except as set forth on Schedule 4.3(e) or under (i) the Second
Amended and Restated Credit Agreement dated as of September 5, 1997, as amended
by Amendment No. 1 dated as of August 5, 1997, Amendment No. 2 dated as of
September 24, 1997, Amendment No. 3 dated as of December 29, 1997, Amendment No.
4 dated as of December 31, 1997, Amendment No. 5 dated as of December 31, 1998,
Amendment No. 6 dated as of August 10, 1999, Amendment No. 7 dated as of
September 30, 2000, Amendment No. 8 dated as of June 30, 2001, and Amendment No.
9 dated as of December 14, 2001 (the "CREDIT AGREEMENT"), among the Company,
SportRack, Brink International, Brink B.V. and Valley Industries, as Borrowers,
Bank One (formerly NBD Bank) as Administrative Agent and Documentation and
Collateral Agent and The Chase Manhattan Bank as Co-Administrative Agent and
Syndication Agent, (ii) the First Amended and Restated Credit Agreement dated as
of March 19, 1998 (as so amended, the "CANADIAN CREDIT AGREEMENT") among
SportRack International, Inc., First Chicago NBD Bank, Canada, The Chase
Manhattan Bank of Canada and The Bank of Nova Scotia and (iii) any other
financing arrangement of the Company or any of its Subsidiaries as set forth on
Schedule 4.3, no outstanding securities of any Subsidiary are subject to any
Liens.

          (f)     Except as set forth on Schedule 4.3(f), there are no
agreements for any sharing of profits of any Subsidiary of the Company.

          Section 4.4   CONSENTS AND APPROVALS. (a) Neither the execution and
delivery of this Agreement by the Company nor the performance by the Company of
any of its obligations hereunder will require, on the part of the Company or any
of its Subsidiaries, any Governmental Authorization from, filing with, or
notification to, any Governmental Entity, except (i) for any applicable filings
required under the HSR Act or required pursuant to non-US antitrust and
competition law statutes, regulations and treaties, (ii) as set forth on
Schedule 4.4(a) or (iii) where the failure to obtain such Governmental
Authorization or approval or to make such filing or notification could not
reasonably be expected to have a Material Adverse Effect or prevent the
consummation of the transactions contemplated hereby.

          (b)     Except as set forth on Schedule 4.4(b), neither the execution
and delivery of this Agreement by the Company nor the performance by the Company
or any of its Subsidiaries of any of their obligations hereunder will require,
on the part of the Company or any of its Subsidiaries, any notice to or consent
from any Person, other than a Governmental Entity.

          Section 4.5   NO CONFLICT OR VIOLATION; AUTHORIZATION AND VALIDITY.
(a) Neither the execution, delivery or performance of this Agreement nor the
consummation of the transactions contemplated hereby will (i) conflict with or
result in any breach of any of the Organizational Documents of the Company or
any of its Subsidiaries, (ii) except as set forth on Schedule 4.5(a)(ii), result
in a material violation or breach of, or constitute (with or without notice or
lapse of time or both) a material default (or give rise to any right of
termination, modification, requirement to make additional payments,
cancellation, vesting, payment, exercise, acceleration of any payment or right,
suspension or revocation) under, any of the terms, conditions or provisions of
any material Contract (including without limitation Intellectual Property
Contracts) to which the Company or any of its Subsidiaries is a party or by
which it or

                                       19


any of its properties or assets are bound, or (iii) except as set forth on
Schedule 4.5(a)(iii), result in the creation or imposition of any Lien on any
material asset of the Company or any of its Subsidiaries or (iv) except as set
forth on Schedule 4.5(a)(iv), contravene, conflict with, or result in a
violation of, any Law or any order to which the Company, any of its Subsidiaries
or any of their properties or assets is subject.

          (b)     The Company has all requisite power and authority to execute
and deliver and perform its obligations under this Agreement and to perform its
obligations hereunder in accordance with the terms hereof. This Agreement has
been duly executed and delivered by the Company and duly and validly authorized
by all limited liability company action, including any action of the Board of
Managers or members of the Company and this Agreement constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by any bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
Laws affecting the enforcement of creditors' rights generally or by general
principles of equity.

          Section 4.6   FINANCIAL STATEMENTS. (a) Schedule 4.6(a) sets forth (i)
the audited consolidated balance sheets of the Company and its Subsidiaries as
of December 31, 2000, 2001 and 2002, and the related audited consolidated
statements of operations, cash flows and changes in members' equity for the
years then ended together with the notes thereto (the balance sheet and
statements as of and for the year ended December 31, 2002, together with the
notes thereto, being referred to as the "DECEMBER 31, 2002 AUDITED FINANCIAL
STATEMENTS and all of the foregoing statements being referred to herein
collectively as the "AUDITED FINANCIAL STATEMENTS"). The Audited Financial
Statements present fairly, in all material respects, in accordance and in
conformity with GAAP, the financial condition and results of operations of the
Company and its Subsidiaries as of the respective dates thereof and for the
respective periods indicated.

          (b)     Schedule 4.6(b) sets forth (i) the unaudited consolidated
balance sheet of the Company and its Subsidiaries as of January 31, 2003 and the
related unaudited consolidated statement of operations, cash flows and changes
in members' equity for the period then ended (the "JANUARY 2003 UNAUDITED
FINANCIAL STATEMENTS") and (ii) the unaudited consolidated balance sheet of the
Company and its Subsidiaries as of February 28, 2003 and the related unaudited
consolidated statement of operations, cash flows and changes in members' equity
for the period then ended (the "FEBRUARY 2003 UNAUDITED FINANCIAL STATEMENTS,"
and, together with the January 2003 Unaudited Financial Statements, the "MONTHLY
UNAUDITED FINANCIAL STATEMENTS")). Except as set forth on Schedule 4.6(b), the
Monthly Unaudited Financial Statements present fairly, in all material respects,
in accordance with GAAP, the financial condition and results of operations of
the Company and its Subsidiaries as of and for the one and two month periods
then ended, respectively, except that the Monthly Unaudited Financial Statements
omit footnotes and are subject to normal year end adjustments that shall not be
material, individually or in the aggregate, to the Company and its Subsidiaries.
The Company and its Subsidiaries do not have any liabilities or obligations
(whether accrued, absolute, contingent, unasserted or otherwise) of a nature
required by GAAP to be reflected on a consolidated balance sheet of the Company
and its Subsidiaries (including any footnotes thereto) that are material to the
Company and its Subsidiaries taken as a whole, except (i) as disclosed,
reflected or reserved against specifically and identified as such, in the
December 31, 2002

                                       20


Audited Financial Statements and the notes thereto or the February 2003
Unaudited Financial Statements, (ii) for liabilities and obligations incurred in
the ordinary course of business consistent with past practice since December 31,
2002 not in violation of this Agreement and (iii) for Taxes.

          (c)     No accrual for loss contracts or adverse sales commitments is
required to be recorded in accordance with GAAP by the Company in the December
31, 2002 Audited Financial Statements. For the avoidance of doubt, the Company
has historically evaluated loss contracts at the contribution margin level,
aggregated by customer.

          Section 4.7   SEC DOCUMENTS AND OTHER REPORTS. (a) The Company and its
Subsidiaries have filed to the date hereof all documents with the SEC required
under the Securities Act and Exchange Act since January 1, 2000 (collectively,
the "SEC DOCUMENTS"). As of their respective dates or, if amended, as of the
date of the last amendment, the SEC Documents complied in all material respects
with the requirements of the Exchange Act and the Securities Act, as the case
may be, and, at the respective times they were filed, none of the SEC Documents
contained any untrue statement of a material fact required to be stated therein
in light of the circumstances under which they were made.

          (b)     Prior to the time of filing of the Company's Annual Report on
Form 10-K for the year-ended December 31, 2002 (the "DECEMBER 31, 2002 10-K")
with the SEC, (i) the Company had established and maintained disclosure controls
and procedures designed to ensure that information required to be disclosed by
the Company in the December 31, 2002 10-K was recorded, processed, summarized
and reported, within the time periods specified in the SEC's rules, regulations
and forms and accumulated and communicated to the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer to
allow timely decisions regarding required disclosure and (ii) the Company's
Chief Executive Officer and Chief Financial Officer had (A) evaluated the
effectiveness of the foregoing controls and procedures as of a date 90 days
prior to the filing of the December 31, 2002 10-K, (B) presented in the December
31, 2002 10-K their respective conclusions about the effectiveness of such
disclosure controls and procedures and (C) disclosed to the Company's
independent auditors and the audit committee of the Company's board of managers
(x) all significant deficiencies in the design or operation of the Company's
internal controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and identified for the Company's
independent auditor any material weaknesses in internal controls; and (y) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Company's internal controls.

          Section 4.8   LITIGATION. Except as set forth on Schedule 4.8 and for
matters covered by Section 4.10(a) and except for claims solely for monetary
relief in an amount not in excess of $250,000 per claim or series of related
claims, there is no suit, action, proceeding or investigation or any outstanding
injunctions, judgments, orders or decrees (whether at law or equity, before or
by any federal, state, provincial or foreign commission, court, tribunal, board,
agency or instrumentality, or before any arbitrator) pending or, to the
Knowledge of the Company, threatened by or against the Company or any of its
Subsidiaries. There are no pending suits, actions, proceedings or investigations
that have been commenced against the Company or any of its Subsidiaries that
challenge, or seek to prevent, delay, or make illegal, or

                                       21


otherwise materially interfere with the Company's performance hereunder or
materially impair the business or operations of the Company or any of its
Subsidiaries following the Closing.

          Section 4.9   LEGAL COMPLIANCE AND GOVERNMENTAL AUTHORIZATIONS.

          (a)     Except (i) for any noncompliance specifically covered by or
disclosed pursuant to any other representation or warranty contained in this
Article IV, or (ii) as set forth on Schedule 4.9(a):

                        (x)   The Company and its Subsidiaries are, and at all
          times since January 1, 2000, have been, in compliance with each Law
          that is or was applicable to them or to the conduct or operation of
          their business or the ownership of any of their assets, the violation
          of which could reasonably be expected to have a Material Adverse
          Effect;

                        (y)   No event has occurred or circumstance exists that
          (with or without written notice or lapse of time) (1) would constitute
          or result in a violation by the Company or any of its Subsidiaries, or
          a failure on the part of the Company or any of its Subsidiaries to
          comply in all respects with, any Law, the noncompliance with which
          could reasonably be expected to have a Material Adverse Effect or (2)
          would give rise to any material obligation on the part of the Company
          and its Subsidiaries to undertake, or to bear all or any material
          portion of the cost of, any remedial action under any Law; and

                        (z)   Neither the Company nor any of its Subsidiaries
          has received any written notice or other written communication from
          any Governmental Entity or any other Person regarding (1) any actual,
          alleged, possible, or potential violation of, or failure to comply
          with, any Law by the Company or any of its Subsidiaries, the
          noncompliance with which could reasonably be expected to have a
          Material Adverse Effect or (2) any actual, alleged, possible, or
          potential obligation on the part of the Company and its Subsidiaries
          to undertake, or to bear all or any material portion of the cost of,
          any remedial action of any nature.

          (b)  Except (i) for those Governmental Authorizations specifically
covered by any other representation or warranty contained in this Article IV, or
(ii) as set forth on Schedule 4.9(b):

                        (w)   The Schedules contain a complete and correct list
          of each material Governmental Authorization that is held by the
          Company and its Subsidiaries;

                        (x)   The Company and its Subsidiaries are in material
          compliance with all of the material terms and requirements of each
          Governmental Authorization identified on the Schedules;

                        (y)   No event has occurred or circumstance exists that
          (1) constitutes a material violation of or a failure to comply in all
          material respects

                                       22


          with any material term or requirement of any Governmental
          Authorization listed on the Schedules, or (2) could reasonably be
          expected to result in the revocation, withdrawal, suspension,
          cancellation, or termination of any Governmental Authorization listed
          in the Schedules that could reasonably be expected to have a Material
          Adverse Effect; and

                        (z)   Neither the Company nor any of its Subsidiaries
          have received any written notice or other written communication from
          any Governmental Entity or any other Person regarding (1) any actual,
          alleged, possible, or potential violation of, or failure to comply
          with, any Governmental Authorization, (2) any actual, alleged,
          possible, or potential revocation, withdrawal, suspension,
          cancellation, termination of, or modification to any Governmental
          Authorization or (3) any change in Law resulting in a requirement to
          undertake a material capital expenditure, the noncompliance with which
          could reasonably be expected to have a Material Adverse Effect.

          Section 4.10  ENVIRONMENTAL MATTERS.

          (a)     Except as set forth on Schedule 4.10(a),

                        (i)   COMPLIANCE. The Company and each of its
Subsidiaries is and has been in material compliance with all Environmental Laws
applicable to the Company or such Subsidiary and neither the Company nor any of
its Subsidiaries have received any written notice or written communication from
any Person or Governmental Entity that alleges that the Company or any of its
Subsidiaries is not in material compliance with Environmental Laws.

                        (ii)  ON SITE DISPOSAL. The Company and its Subsidiaries
have not received, generated, handled, stored, treated, transported, kept,
deposited or disposed of Hazardous Materials (of the type described in
subsection (b) of the definition thereof) at, on or under any of the businesses,
facilities, operations, properties or assets of the Company or any of its
Subsidiaries and have not permitted any Person to do so nor does the Company or
any of its Subsidiaries have reasonable cause to believe that any Person has
done so in each case, as could reasonably be expected to have a Material Adverse
Effect.

                        (iii) PUBLIC REGISTRIES. To the Knowledge of the
Company, no businesses, facilities, operations, properties or assets of the
Company or any of its Subsidiaries is included on or referred to in any
register, registry or list of land subject to contaminative use or any register,
registry or list of contaminated land (whether or not publicly available) kept
pursuant to any Environmental Law and, to the Knowledge of the Company, there
are no circumstances which are likely to lead to such registration.

          (b)     ENVIRONMENTAL LIENS. There are no Environmental Liens or, to
the Knowledge of the Company, threatened Environmental Liens with respect to any
of the Company's or any of its Subsidiaries' businesses, facilities, operations,
properties or assets.

          (c)     ENVIRONMENTAL PERMITS. Except as set forth on Schedule
4.10(c), the Company and its Subsidiaries have obtained and have been in full
compliance with all Environmental Permits necessary to operate, use or occupy
all of the Company's and its

                                       23


Subsidiaries' businesses, facilities, operations, properties and assets, except
where the failure to be in compliance could not reasonably be expected to have a
Material Adverse Effect.

          (d)     ENVIRONMENTAL CLAIMS. No Environmental Claims have been
asserted in writing against the Company or any of its Subsidiaries or, to the
Knowledge of the Company, any predecessor in interest nor is there any pending
Environmental Claim against the Company or any of its Subsidiaries or, to the
Knowledge of the Company, any predecessor in interest and there are no existing
circumstances which are reasonably likely to lead to an Environmental Claim.
Except as set forth on Schedule 4.10(d), no Environmental Claims have been
asserted or alleged in writing against any facilities, including treatment,
storage or disposal facilities that may have received Hazardous Materials
generated by the Company, any of its Subsidiaries or, to the Knowledge of the
Company, any predecessor in interest.

          (e)     RELEASES OF HAZARDOUS MATERIALS. There has been no Release at
or from any of the facilities, assets, or properties owned or operated by the
Company, any of its Subsidiaries or, to the Knowledge of the Company, any
predecessor in interest or, at or from any storage, disposal or treatment
facility that received Hazardous Materials generated by the Company, any of its
Subsidiaries or, to the Knowledge of the Company, any predecessor in interest.

          (f)     AVAILABILITY OF ENVIRONMENTAL INFORMATION. The Company
represents that complete and correct copies of all material environmental and
health and safety reports, studies, investigations, analysis, assessments,
claims, correspondence, suits, actions, proceedings, or injunctions, judgments,
orders or decrees (whether at law or equity, before or by any federal, state or
foreign commission, court, tribunal, board, agency, or instrumentality or before
any arbitrator) regarding any environmental or health and safety liabilities or
risks of the Company or any of its Subsidiaries or any presence or Release of
any Hazardous Material at any of the properties, businesses, facilities,
operations or assets, which are in the possession or control of the Company, any
of its Subsidiaries or their agents have been made available or delivered to
Buyer during the course of Buyer's due diligence visit at the Company's and its
Subsidiaries' facilities or was otherwise furnished. All necessary steps
contained in any such report, survey, assessment and investigation to comply
with any material, reasonable and appropriate recommendation have been completed
or are disclosed in Schedule 4.10(f) and are incorporated in future compliance
activities to the extent required by Law or deemed by the Company to be
appropriate or commercially practical.

          (g)     The Buyer acknowledges and agrees that this Section 4.10
contains the sole and exclusive representations and warranties of the Company
and the Subsidiaries with respect to any environmental matters.

          Section 4.11  BROKERS AND FINDERS; COMPANY TRANSACTION EXPENSES. (a)
Except as set forth in Schedule 4.11, in connection with this Agreement or the
transactions contemplated hereby, no broker, finder, investment bank or
financial advisor has acted for the Company or any of its Subsidiaries and
neither the Company nor any of its Subsidiaries has incurred any obligation to
pay a brokerage, finder's or other comparable fee or commission to any Person.

                                       24


          (b)     Except for the Company Transaction Expenses to be reflected in
Net Indebtedness and Adjusted Working Capital, neither the Company nor any
Subsidiaries will have any obligation for any fees or expenses incurred in
connection with the Transaction.

          Section 4.12  EMPLOYEE BENEFIT MATTERS. (a) All Benefit Plans are
listed in Schedule 4.12(a).

          (b)     Neither the Company nor any of its Subsidiaries, nor any
Affiliate of the Company is required to maintain by any Law or otherwise any
Benefit Plan that is not listed in Schedule 4.12(a).

          (c)     Except as set forth on Schedule 4.12(c), complete and correct
copies of all written Benefit Plans and summaries of all oral Benefit Plans and
complete and correct copies of all recent summaries distributed to any employees
of the Company and its Subsidiaries concerning any Benefit Plan, the three (3)
most recent annual reports on Form 5500 filed with the IRS with respect to each
Benefit Plan for which the filing of any such report is required by ERISA or the
Code and copies of the three most recent actuarial reports and all documents
required to be filed with any regulatory authority for the prior three years
have been made available to the Buyer during the course of Buyer's due diligence
visit at the Company's and its Subsidiaries' facilities or was otherwise
furnished.

          (d)     Except as set forth on Schedule 4.12(d), the Benefit Plans are
in compliance with the requirements of all applicable Laws, the noncompliance
with which could reasonably be expected to have a Material Adverse Effect and
each Benefit Plan has been operated, maintained, and administered in material
compliance with its terms.

          (e)     There are no pending, nor has the Company or any of its
Subsidiaries received written notice of any threatened, claims, investigations
by any governmental agency, suits or proceedings against or otherwise involving
any of the Benefit Plans (other than routine claims for benefits and domestic
relations orders).

          (f)     Except as set forth on Schedule 4.12(f) and except for
increases established solely under applicable Laws with respect to the
contribution limits under qualified retirement plans, there have been no
promised improvements or increases to the benefits provided under any Benefit
Plan.

          (g)     Except as set forth on Schedule 4.12(g), each Benefit Plan
which is required to be funded by its terms, any collective bargaining
agreements or any Laws is funded in accordance with such terms, any such
collective bargaining agreements and any such Laws, as applicable, and all
employer or employee payments, contributions and premiums required to be
remitted, paid to or in respect of each Benefit Plan have been paid or remitted
in a timely fashion in accordance with the Benefit Plan terms and all Laws.

          (h)     Vacation pay, sick leave and all supplemental retirement
benefits have been accrued and recorded in accordance with GAAP (i) for the 2002
calendar year, in the December 31, 2002 Audited Financial Statements and (ii)
for the 2003 calendar year through February 28, 2003, in the February 2003
Unaudited Financial Statements.

                                       25


          (i)     All Foreign Pension Plans which provide pension benefits on a
defined benefit basis are fully funded in accordance with applicable Law,
including, to the extent required under applicable Law, on a going concern,
solvency and wind up basis using the actuarial methodology used in the most
recent actuarial report provided to the Buyer in respect of such Plan. All
contributions payable by any Subsidiary of the Company on or before the date
hereof with respect to Foreign Pension Plans which provide benefits on a defined
contribution basis have been paid on a timely basis and in accordance with
applicable Law.

          (j)     There have been no applications to withdraw surplus from any
Foreign Pension Plan and no payment of surplus pursuant to a surplus withdrawal
application.

          (k)     There have been no mergers, conversions or transfers of assets
involving any Foreign Pension Plan.

          (l)     There have been no partial wind-ups of, nor is there any basis
for an involuntary wind-up of, any Foreign Pension Plan that is not administered
by a Governmental Entity. To the Knowledge of the Company, there have been no
partial wind-ups of, and, to the Knowledge of the Company, there is no proposal
or plan for an involuntary wind-up, of any Foreign Pension Plan that is
administered by a Governmental Entity.

          (m)     All contribution holidays taken, and all expenses paid to date
hereof under any Foreign Pension Plan, have been taken or paid in material
compliance with Laws, the terms of the applicable Foreign Pension Plan and any
collective bargaining agreements and all amendments made have been made on the
same basis.

          (n)     Any U.S. Benefit Plan intended to be qualified under
Section 401(a) of the Code has received a favorable determination letter from
the IRS to be so qualified and no Benefit Plan has been amended since the
effective date of its most recent determination letter in any respect that would
result in its disqualification. Except as set forth on Schedule 4.12, to the
Knowledge of the Company, neither the Company nor any of its Subsidiaries nor
any of their ERISA Affiliates has any liability (contingent or otherwise) under
Title IV of ERISA (other than for the payment of premiums, none of which are
overdue) or has incurred or expects to incur any liability in connection with an
"ACCUMULATED FUNDING DEFICIENCY" within the meaning of Section 412 of the Code,
whether or not waived. No reportable event (as defined in Section 4043(c) of
ERISA) for which notice is not waived has occurred or is expected to occur with
respect to any Pension Plan. Except as set forth on Schedule 4.12, neither the
Company nor any of its Subsidiaries nor any of their ERISA Affiliates has
incurred any withdrawal liability with respect to a "MULTIEMPLOYER PLAN" under
Title IV of ERISA or applicable pension Laws and no event or condition has
occurred which would reasonably be expected to cause the Company, any Subsidiary
of the Company, or any ERISA Affiliate to incur such withdrawal liability.
Except as set forth on Schedule 4.12, the execution of, and performance of the
transactions contemplated by, this Agreement will not (either alone or upon the
occurrence of any additional or subsequent events) constitute an event under any
plan, policy, arrangement or agreement or any trust or loan that will result in
any payment (whether of severance pay or otherwise), acceleration, forgiveness
or indebtedness, vesting, distribution, increase in benefits or obligation to
fund benefits with respect to any current or former employees of the Company or
any of its Subsidiaries. Neither the Company, any Subsidiary of the Company nor
any of their ERISA Affiliates has incurred any

                                       26


material liability or penalty under Section 4975 of the Code or Section 502(i)
of ERISA with respect to any U.S. Benefit Plan, or have engaged in a "prohibited
transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA)
which could result in a material liability to the Company or any Subsidiary of
the Company.

          (o)     Except as required under Section 4980B of the Code or as set
forth on Schedule 4.12(o), neither the Company nor any of its Subsidiaries has
any obligation to provide post-retirement health or life benefits.

          (p)     Any terminated Benefit Plan has been terminated in accordance
with applicable Laws and all benefits under any such terminated Benefit Plan
have been made in accordance with the terms of such Benefit Plan.

          (q)     None of the Company's purposes and, to the Knowledge of the
Company, none of the Sellers' purposes for engaging in the transactions
contemplated by this Agreement is for the evasion of liability under Section
4069 of ERISA.

          (r)     Except as set forth on Schedule 4.l2, there are no provisions
or circumstances which may presently or in the future give rise to an obligation
of any Subsidiary of the Company organized under the Laws of Germany to make
payments in relation with company pension (Betriebsrenten), pensions, optional
early retirement (Vorruhestand), part time at advanced age (Altersteilzeit),
professional inability (Berufsunfahigkeit), sickness or other company
procurement. There is neither a customary and regular practice nor an obligation
towards an intermediate procurement institution (mittelbarer Versorgungstrager)
with regard to the foregoing.

          (s)     The Buyer acknowledges and agrees that this Section 4.12
contains the sole and exclusive representations and warranties of the Company
and the Subsidiaries with respect to any employee benefit matters (other than
labor matters specifically identified as such in Section 4.16).

          Section 4.13  TAXES. Except as set forth on the corresponding
subsections of Schedule 4.13:

          (a)     The Company, each of its Subsidiaries and each affiliated
group (within the meaning of Section 1504 of the Code) or consolidated, combined
or unitary group (under state or local Tax law) of which the Company or any
Subsidiary is or has been a member (each, an "AFFILIATED GROUP") have filed or
caused to be filed in a timely manner (within any applicable extension periods)
all Tax Returns required to be filed on or prior to the Closing Date, and each
such Tax Return was complete and correct when filed;

          (b)     All Taxes due on or prior to the Closing Date in respect of
any Pre-Closing Period and any Interim Period of the Company, each Subsidiary
and each Affiliated Group have been timely paid in full;

          (c)     To the Knowledge of the Company, no Lien, other than Permitted
Liens, relating to any Tax has been filed, no material claims have been or are
being asserted with respect to any Tax of the Company, or any of its
Subsidiaries or any Affiliated Group and no

                                       27


investigation, examination, audit or inquiry with respect to any such Tax is
being conducted by any Taxing Authority that could reasonably be expected to
result in any material Tax liability and to the Knowledge of the Company, no
Taxing Authority has threatened the Company or any of its Subsidiaries or any
Affiliated Group, in any manner, with any such investigation, examination, audit
or inquiry;

          (d)     Neither the Company nor any of its Subsidiaries have any
liability for unpaid Taxes as successor, transferee, or by contract or agreement
or otherwise;

          (e)     The Company and its Subsidiaries have complied with all
applicable Laws relating to Taxes and the payment and withholding of Taxes;

          (f)     Neither the Company nor any of its Subsidiaries have been
included in any affiliated, combined, consolidated or unitary group for any Tax
purpose that includes any entity other than the Company or one or more of its
Subsidiaries;

          (g)     There are no outstanding waivers, agreements, arrangements or
comparable consents providing for the extension of time with respect to the
payment or filing of, or regarding the application of the statute of limitations
with respect to, any Taxes based on or measured by net income or Tax Returns of
the Company, any of its Subsidiaries or any Affiliated Group and neither the
Company nor any of its Subsidiaries nor any Affiliated Group have requested any
extension of time to file any such Tax Return that has not yet been filed;

          (h)     Neither the Company nor any of its Subsidiaries is a party to
any agreement providing for the payment, allocation or sharing of Taxes;

          (i)     Neither the Company nor any of its Subsidiaries is required to
include in income any adjustment pursuant to Section 481(a) of the Code by
reason of a voluntary change in accounting method initiated by the Company;

          (j)     No federal income Tax audit, and no other audit or proceeding
relating to any Tax that resulted in a material Tax liability, has ended within
three years of the date of this Agreement;

          (k)     No consent or election under Section 341 of the Code has been
made for any Subsidiary;

          (l)     The Company is, and has since its inception been, treated as a
partnership for Federal income tax purposes and each Subsidiary that is
organized as a limited liability company is, and has since its inception been,
either treated as a partnership or disregarded as an entity separate from its
owner for Federal income tax purposes;

          (m)     There are no circumstances existing other than in the ordinary
course of business which could reasonably be expected to result in the
application of section 78 of the Income Tax Act (Canada) or any equivalent
provincial provision applicable to the Company or its Subsidiaries. None of
sections 80 through to and including section 80.04 of the Income Tax Act
(Canada), or any equivalent provincial provision, have applied to the Company or
its Subsidiaries;

                                       28


          (n)     Solely for purposes of determining potential Canadian Tax
issues, neither the Company nor its Subsidiaries has acquired an asset from a
Person with which it deals at non-arm's length for consideration greater than
the fair market value of such asset at the time of its acquisition;

          (o)     Neither the Company nor its Subsidiaries has entered into an
agreement contemplated by section 191.3 of the Income Tax Act (Canada) or any
equivalent provincial provision;

          (p)     In the 60 month period preceding the Closing Date, not more
than 50% of the fair market value of the Company is or has been derived from
shares it holds in Subsidiaries resident in Canada for purposes of the Income
Tax Act (Canada) and not more than 50% of the fair market value of such
Subsidiaries resident in Canada is derived, directly or indirectly, from real
property situated in Canada;

          (q)     None of the Dutch Subsidiaries of the Company has tainted
(share) capital (in Dutch: BESMET FUSIE AANDELENKAPITAAL/AGIO) by reason of
Article 3a of the Dutch Dividend Tax Act 1965;

          (r)     None of the Company and the Subsidiaries is a real estate
investment company within the meaning of Article 4 of the Dutch Legal Transfer
Act 1970;

          (s)     None of the Dutch Subsidiaries of the Company has claimed any
reduction of Tax or deduction by virtue of Article 13ca of the Dutch Corporate
Income Tax Act 1969;

          (t)     No Taxing Authority has operated or agreed to operate any
special arrangement (being an arrangement which is not based on relevant
legislation, published practice or convention) in relation to the affairs of the
Company or any of the Subsidiaries;

          (u)     Neither the Company nor any Subsidiary has taken any action in
respect of which any consent or clearance from any Taxing Authority was required
except where such consent or clearance was validly obtained and where any
conditions relating thereto were and will up to Closing, continue to be met and
where nothing to be done pursuant to this Agreement will constitute a breach
thereof;

          (v)     Neither the Company nor any Subsidiary has entered into or
been a party to or otherwise been involved in any scheme or arrangement designed
wholly or mainly for the purposes of avoiding or deferring Taxation in violation
of applicable Law;

          (w)     Neither the Company nor any Subsidiary is an agent of another
company for the purposes of assessing the latter to Tax in the country of
residence of the first company;

          (x)     All documents, the enforcement of which the Company or any of
its Subsidiaries is interested, have been duly stamped and all such duty,
interest and penalties have been duly paid; and

                                       29


          (y)     Neither the Company nor any Subsidiary is or may be liable to
repay any Tax, credit, subvention, subsidy or similar amount received from any
Taxing Authority or other authority, body or person whatsoever.

The Buyer acknowledges and agrees that this Section 4.13 contains the sole and
exclusive representations and warranties of the Company and the Subsidiaries
with respect to any Tax matters (other than Tax matters relating to employee
benefit matters specifically identified as such in Section 4.12 or Section
4.16).

          Section 4.14  INTELLECTUAL PROPERTY. (a) Schedule 4.14 sets forth a
correct and complete list of all (i) Registered or otherwise material (including
non-Registered) Company Intellectual Property owned by the Company and its
Subsidiaries, and (ii) agreements concerning Company Intellectual Property,
including, for the avoidance of doubt, the Valyi Agreement, but excluding
standard confidentiality agreements associated with the disclosure of Company
Intellectual Property as part of normal business negotiations, standard
"shrink-wrap" or "click-wrap" agreements for the licensing of generally
available, off-the-shelf software applications, and any other agreement for the
licensing of software where the value of the software and related services
licensed under each such agreement is less than $50,000; PROVIDED, HOWEVER, that
such agreements shall be deemed part of the "Intellectual Property Contracts" to
the extent that the Company or any of its Subsidiaries is in breach thereof and
such breaches, to the extent proven by the other party, individually or in the
aggregate, could reasonably be expected to result in liability for the Company
and its Subsidiaries in excess of $50,000 (collectively, "INTELLECTUAL PROPERTY
CONTRACTS"). Except as set forth on Schedule 4.14, the Company or one of its
Subsidiaries own or possess rights to all Company Intellectual Property
sufficient for the operation of their respective Businesses; all such ownership
and other rights are free of all Liens, other than Permitted Liens. Except as
set forth on Schedule 4.14, none of the Company Intellectual Property,
Intellectual Property Contracts or any rights therein, which are purported to be
owned by or registered in the name of the Company or any of its Subsidiaries, is
owned by or registered in the name of any Person other than the Company or its
Subsidiaries. Neither the Company nor any of its Subsidiaries has received any
written notice or, to the Knowledge of the Company, oral notice that any of its
products or processes violate, infringe upon or misappropriate the Intellectual
Property rights of third parties, and no suit concerning such a claim is
pending, except as set forth on Schedule 4.14. To the Knowledge of the Company,
no products or processes of the Company or any of its Subsidiaries violate,
infringe upon or misappropriate the Intellectual Property rights of third
parties. Except as set forth on Schedule 4.14, to the Knowledge of the Company,
no Person is violating any Company Intellectual Property rights owned by the
Company or any of its Subsidiaries where such violations, individually or in the
aggregate, could reasonably be expected to result in damages in excess of
$50,000, except as set forth on Schedule 4.14. Except as set forth on Schedule
4.14, neither the Company nor any of its Subsidiaries or, to the Knowledge of
the Company, any other Person, is in breach of any Intellectual Property
Contract where such breaches, individually or in the aggregate, could reasonably
be expected to result in damages in excess of $50,000, and neither the Company
nor any of its Subsidiaries or, to the Knowledge of the Company, any other
Person, is in breach of the Valyi Agreement. There exists no event, condition or
occurrence which, with or without the giving of notice or lapse of time, or
both, would constitute a material breach or default by the Company or any of its
Subsidiaries under any Intellectual Property Contract, and neither the Company
nor any Subsidiary has received notice of any such event, condition or

                                       30


occurrence. To the Knowledge of the Company, each Person who is a party to any
Intellectual Property Contract had and has all rights, power and authority
necessary to enter into, be bound by and fully perform such Intellectual
Property Contract. The Company and its Subsidiaries have timely made all royalty
payments and other payments required to be made under each Intellectual Property
Contract and, except as set forth on Schedule 4.14, no such payments will be due
and owing as of the Closing Date except in the ordinary course of business as
set forth in any of the Intellectual Property Contracts and to the extent such
obligations are specifically reflected in the December 31, 2002 Audited
Financial Statements, the February 2003 Unaudited Financial Statements or the
financial books and records of the Company or the relevant Subsidiary. No party
has given the Company or any Subsidiary notice of any breach of any Intellectual
Property Contract or of its intention to cancel, terminate or fail to renew the
Valyi Agreement or any Intellectual Property Contract that requires payments by,
or that generates revenues for, the Company or any of its Subsidiaries in excess
of $50,000 annually. To the Knowledge of the Company, all Company Intellectual
Property owned by the Company and its Subsidiaries is valid, subsisting and
enforceable. No Registered Company Intellectual Property has been abandoned,
canceled or adjudicated invalid (excepting any Company Intellectual Property
that has intentionally and voluntarily been permitted to expire or become
abandoned pursuant to business decisions made in the ordinary course), or is
subject to any outstanding order, judgment or decree restricting the ability of
the Company or any of its Subsidiaries to use the Company Intellectual Property,
or is the subject of any suit, action, reissue, reexamination, public protest,
interference, arbitration, mediation, opposition, cancellation or other
proceeding except as identified on Schedule 4.14. Except as set forth on
Schedule 4.14 or Schedule 4.8, no suit is pending, nor has any claim been
threatened or asserted in writing, concerning the Company Intellectual Property
owned by the Company or any of its Subsidiaries, including any suit concerning a
claim or position that the Company Intellectual Property owned by the Company or
any of its Subsidiaries has been violated or is invalid, unenforceable,
unpatentable, unregisterable, cancelable, not owned or not owned exclusively by
the Company or any of its Subsidiaries, and no such claim has been threatened
or, to the Knowledge of the Company, asserted orally. Except as set forth on
Schedule 4.14 or Schedule 4.8, to the Knowledge of the Company, no suit is
pending, nor has any claim been threatened or asserted (in writing or otherwise)
concerning any Company Intellectual Property owned by third parties, which
Company Intellectual Property is reflected in an Intellectual Property Contract
or is otherwise material, to the extent such suit or claim could reasonably be
expected to adversely affect the rights of the Company or any of its
Subsidiaries in such Company Intellectual Property, including any suit
concerning a claim or position that such Company Intellectual Property has been
violated or is invalid, unenforceable, unpatentable, unregisterable, cancelable,
not owned or not owned exclusively by the party that has purported to granted
rights to Company or any of its Subsidiaries in connection with such Company
Intellectual Property.

          (b)     The Company and its Subsidiaries have timely made all filings
and payments with the appropriate foreign and domestic agencies required to
maintain in subsistence all Registered Company Intellectual Property that is
owned by such Persons (excepting any Company Intellectual Property that has been
intentionally and voluntarily permitted to expire or become abandoned pursuant
to business decisions made in the ordinary course). Except as set forth on
Schedule 4.14, and except for filings and payments referred to in any
communication from a governmental agency that is not yet received by the Company
or any of its Subsidiaries, as applicable, as of Closing (where the Company or
the applicable Subsidiary is not aware of the

                                       31


need to make such filings and payments, using reasonably diligent efforts,
absent such communication), there are no due dates for filings or payments
concerning the Registered Company Intellectual Property owned by the Company or
any of its Subsidiaries (including without limitation office action responses,
affidavits of use, affidavits of continuing use, renewals, requests for
extension of time, maintenance fees, application fees and foreign convention
priority filings) falling due within 90 days of the Closing Date, except where
such due dates are extendable beyond such 90 day period without material adverse
consequence to the Company or any of its Subsidiaries. To the Knowledge of the
Company, all documentation necessary to confirm and effect the Company's and the
Subsidiaries' ownership of such owned Company Intellectual Property, if acquired
from other Persons, has been or will be recorded prior to Closing in the United
States Patent and Trademark Office, the United States Copyright Office and other
official offices.

          (c)     The IT systems used in connection with the business of the
Company and its Subsidiaries are capable of allowing them to conduct the
business as it is currently conducted without any problems relating to the Euro
currency.

          (d)     The Company and its Subsidiaries comply in all material
respects with all applicable requirements relating to their websites, including
without limitation privacy and distance selling regulations.

          Section 4.15  CONTRACTS. (a) Schedule 4.15(a) lists all Contracts to
which the Company or any of its Subsidiaries is a party or by which the assets
or properties of the Company or any of its Subsidiaries are bound that imposed
in the 2001 calendar year aggregate obligations on, or generated aggregate
revenues for, the Company and its Subsidiaries of more than $500,000, or during
2002 or 2003 are expected to create such obligations or generate revenues of
more than $500,000 or that impose any material restrictions on the operations or
the business of the Company or any of its Subsidiaries. Other than such
Contracts as are listed in Schedule 4.15(a) or any other Schedule hereto,
neither the Company nor any of its Subsidiaries is a party to any material
Contract that contains any material obligations of or restrictions applicable to
the Company or any of its Subsidiaries, other than the payment of monies, and
the delivery of goods and services with a value in excess of $500,000. For the
avoidance of doubt, purchase orders are not required to be listed on Schedule
4.15 if they are in the standard forms made available for review by the Company
to the Buyer during the course of Buyer's due diligence visit at the Company's
and its Subsidiaries' facilities or were otherwise furnished.

          (b)     Complete and correct copies of all Contracts listed on
Schedule 4.15(a) have been made available to the Buyer during the course of
Buyer's due diligence visit at the Company's and its Subsidiaries' facilities or
were otherwise furnished. Except as set forth on Schedule 4.15(b), (i) each such
Contract is a valid and binding obligation of the Company or a Subsidiary of the
Company, enforceable in accordance with its terms except as its enforceability
may be limited by bankruptcy, insolvency, moratorium or other laws relating to
or affecting creditors' rights generally, and the exercise of judicial
discretion in accordance with general equitable principles, and are in full
force and effect, and (ii) neither the Company nor any of its Subsidiaries nor,
to the Knowledge of the Company, any other party to any of such Contracts is
(with or without the lapse of time or the giving of written notice, or both, but
without giving effect to the transactions contemplated by this Agreement) in
material violation thereof or in

                                       32


material default thereunder and no event has occurred that could reasonably be
expected to give rise to such violation or breach.

          Section 4.16  LABOR MATTERS. (a) Except as set forth on Schedule
4.16(a), neither the Company nor any of its Subsidiaries is a party to, or bound
by, any collective bargaining agreement, contract or other agreement or
understanding with any works counsel or other representative body of employees,
labor union or labor organization and no labor organization or group of
employees of either the Company or any of its Subsidiaries has made a pending
demand for recognition or certification to the Company or any of its
Subsidiaries and there are no representation or certification proceedings or
petitions seeking a representation proceeding presently pending or, to the
Knowledge of the Company, threatened to be brought or filed with the National
Labor Relations Board, the National Mediation Board or any other applicable or
relevant labor relations tribunal or authority. Except as set forth on Schedule
4.16(a), there are no material unfair labor practices, arbitrations, grievances,
complaints or employment discrimination charges or labor arbitration proceedings
pending or, to the Knowledge of the Company, threatened against the Company or
any of its Subsidiaries. There has been no labor strike, work stoppage, lockout
or other concerted labor action pending or affecting either the Company or any
of its Subsidiaries during the last 24 months. Except as set forth on Schedule
4.16(a), there are no complaints, charges, or claims against the Company or any
of its Subsidiaries pending, or to the Knowledge of the Company, threatened in
writing to be brought or filed, with any authority or arbitrator based on,
arising out of, in connection with, or otherwise relating to the employment or
termination of employment of any individual by the Company or any of its
Subsidiaries. Except as set forth on Schedule 4.16(a), the Company and its
Subsidiaries have been in material compliance with, and no claim is pending
against the Company or any of its Subsidiaries alleging violation of, any Laws
relating to wages, hours, employment standards, collective bargaining, labor
relations, discrimination, civil rights, human rights, safety and health,
workers' compensation and the collection and payment of withholding and/or
Social Security taxes and similar taxes. No claim has been asserted in writing
against the Company or any of its Subsidiaries alleging a violation of the WARN
Act or similar U.S. state or local law. No event will occur prior to the Closing
Date that will constitute a "mass layoff" or "plant closing" or result in any
liability against the Company or any of its Subsidiaries under the WARN Act or
similar U.S. state or local law. The Company has made available to the Buyer
during the course of Buyer's due diligence visit at the Company's and its
Subsidiaries' facilities or have otherwise furnished, correct and complete
copies of all written, and descriptions of, all binding oral employment,
termination and severance agreements, consulting agreements, contracts,
arrangements and understandings, including, but not limited to, compensation and
loan arrangements to employees of the Company or any of its Subsidiaries, all of
which agreements are listed on Schedule 4.16(a) and no such agreements limit the
ability of the Company or any of its Subsidiaries to discharge any employee with
the giving of reasonable notice in accordance with applicable Law.

          (b)     Except as set forth on Schedule 4.16(b), since June 1, 2002,
no officer or management level employee of the Company or any of its
Subsidiaries has given or received written notice to terminate his or her
employment.

          (c)     There are no training schemes, arrangements or proposals,
whether past or present, in respect of which a levy may henceforth become
payable by the Company or any of its

                                       33


Subsidiaries and pending Closing no such schemes, arrangements or proposals will
be established or undertaken.

          (d)     Except for the transactions contemplated by this Agreement,
none of the Company nor any of its Subsidiaries have entered into any agreement
and no event has occurred which may involve the Company or any of its
Subsidiaries in the future acquiring any undertaking or part of one such that
the Transfer Regulations may apply thereto.

          (e)     The Sellers and the Company and its Subsidiaries have complied
with all obligations that have matured prior to the date of this Agreement to
inform and consult with trade unions and other representatives of workers
(including but not limited to work councils) and to send notices to relevant
state officials.

          (f)     The Company and its Subsidiaries have maintained adequate and
suitable records regarding the service of its directors, officers and employees
and such records comply with requirements of data protection legislation
regarding the processing and storage of personal data on individuals.

          (g)     Other than the amounts set forth in Section 2.6(b) to be paid
at Closing by each of Richard E. Borghi, Robert L. Fisher and Roger T. Morgan,
no employee of the Company or any of its Subsidiaries owes any amount to the
Company or any of its Subsidiaries, other than for ordinary course of business
expenses not exceeding $45,000 in the aggregate for all such employees.

          (h)     The Buyer acknowledges and agrees that this Section 4.16
contains the sole and exclusive representations and warranties of the Company
and the Subsidiaries with respect to any labor matters (other than employee
benefit matters addressed in Section 4.12).

          Section 4.17  REAL PROPERTY. (a) Schedule 4.17(a) lists all real
property owned by the Company and its Subsidiaries (the "OWNED REAL PROPERTY").
Except as set forth on Schedule 4.17(a), the Company and its Subsidiaries are
the absolute beneficial owners of the Owned Real Property and have good, valid
and indefeasible title in fee simple to the Owned Real Property, free and clear
of all Liens, except Permitted Liens and except for matters disclosed in any
title insurance policy of the Company or any of its Subsidiaries (true, correct
and complete copies of which have been made available for review by the Company
to Buyer during the course of Buyer's due diligence visit at the Company's and
its Subsidiaries' facilities or was otherwise furnished). The Company has
previously made available to the Buyer, during the course of Buyer's due
diligence visit at the Company's and its Subsidiaries' facilities or has
otherwise furnished, true and correct copies of all title insurance policies,
reports and commitments relating to the Owned Real Property, together with all
surveys, plans, and specifications relating thereto, in the possession of the
Company and its Subsidiaries.

          (b)     Except as set forth on Schedule 4.17(b): (i) neither the
Company nor any of its Subsidiaries has sold, transferred, conveyed, mortgaged,
deeded in trust, leased or subleased or encumbered any interest in any Owned
Real Property since January 1, 2000, and there are no purchase options or rights
of first refusal to purchase all or any portion of any Owned Real Property or
interests therein; (ii) the Company and its Subsidiaries have obtained all
Governmental Authorizations in connection with the operation of any Owned Real
Property, that if they were not obtained, could reasonably be expected to have a
Material Adverse Effect, except as set forth on Schedule 4.9 or Schedule 4.10;
(iii) there are no management or other

                                       34


agreements respecting any Owned Real Property; (iv) the Company and its
Subsidiaries have not received any written notice, demand or request from any
insurance company, board of fire underwriters (or organizations exercising
functions similar thereto) or any Governmental Entity requiring the performance
of any work or alteration in respect to any Owned Real Property that has not
been performed and satisfactorily completed prior to the date hereof; (v) there
are no pending or, to the Knowledge of the Company, contemplated eminent domain,
compulsory acquisition, expropriation or condemnation proceedings, or other
governmental or quasi-governmental takings of any of the Owned Real Property;
(vi) there are no actions, suits or proceedings pending or, to the Knowledge of
the Company, threatened to be made against or asserted against the Company or
any of its Subsidiaries affecting any Owned Real Property, except as set forth
on Schedule 4.8 or Schedule 4.10; (vii) there are no public improvements which
have been ordered to be made, and there are no specific, general or other
assessments pending, or, to the Knowledge of the Company, threatened against any
Owned Real Property; and (viii) to the Knowledge of the Company, the present use
by the Company and its Subsidiaries of all Owned Real Property complies with all
zoning, building, land use and other Laws applicable to or affecting in any way
such Owned Real Property.

          (c)     Schedule 4.17(a) and Schedule 4.17(c) list all real property
leased by the Company and its Subsidiaries (the "LEASED REAL PROPERTY"). Except
as set forth on Schedule 4.17(c), each Leased Real Property is possessed and
quietly occupied by the Company and/or any of its Subsidiaries pursuant to a
written lease or sublease (each a "REAL PROPERTY LEASE"). Schedule 4.17(a) and
Schedule 4.17(c) contain a complete list of each Real Property Lease, including
any material amendments, modifications or supplements thereto, to which the
Company or a Subsidiary of the Company is a party. Except as set forth on the
corresponding subsection of Schedule 4.17(c): (i) the Company or a Subsidiary of
the Company has good and valid title to the leasehold estate conveyed under each
Real Property Lease, free and clear of all Liens, except Permitted Liens and
except for matters disclosed in any title insurance policy of the Company or any
of its Subsidiaries (correct and complete copies of which have been made
available for review by the Company to Buyer, during the course of Buyer's due
diligence visit at the Company's and its Subsidiaries' facilities or was
otherwise furnished); (ii) each Real Property Lease is in full force and effect
and is legal, valid, binding, and enforceable in accordance with its terms
against the Company or a Subsidiary of the Company and, to the Knowledge of the
Company, against the other party or parties thereto; (iii) neither the Company
nor any of its Subsidiaries is in default under any Real Property Lease which
could reasonably be expected to have a Material Adverse Effect, and no event has
occurred which, with or without written notice, lapse of time or both, would
constitute a default which could reasonably be expected to have a Material
Adverse Effect or permit the termination or cancellation thereof or the
acceleration of the term thereof; (iv) the consummation of the transactions
contemplated by this Agreement will not constitute a default or give rise to a
right of termination, cancellation, modification or acceleration of any right
under any Real Property Lease; (v) the Company and its Subsidiaries have
obtained all material consents, approvals and Governmental Authorizations and
all material consents and approvals of all other Persons required to be obtained
by the Company or the relevant Subsidiary in connection with the operation of
each Leased Real Property, and no further such material consents, approvals, or
Governmental Authorizations will be required for or as a result of the
consummation of the transactions contemplated by this Agreement; (vi) neither
the Company nor any of its Subsidiaries nor any of the Sellers has received any
written notice, demand or request from any insurance company, board of fire
underwriters (or organizations

                                       35


exercising functions similar thereto) or any Governmental Entity or any other
Person requesting the performance of any work or alteration in respect to any
Leased Real Property that has not been performed and satisfactorily completed
prior to the date hereof; (vii) except as set forth in any mortgagee title
insurance policies issued at the Closing to any Person providing financing to
Buyer in connection with the Transaction, to the Knowledge of the Company, the
present use by the Company or any of its Subsidiaries of each Leased Real
Property complies with all zoning, building, land use and other Laws applicable
to or affecting in any way such Leased Real Property and (viii) neither the
Company nor any of its Subsidiaries is liable for the payment and performance of
the obligations of any Person to whom the Company or any Subsidiary assigned the
interest of the Company or such Subsidiary, as tenant or subtenant, under any
lease or sublease of real property.

          (d)     The Company and/or a Subsidiary has under its control all
title deeds and documents necessary to prove their title to, or leasehold
interest in, all Owned Real Property and the Leased Real Property outside of the
United States and the same are original documents or properly examined
abstracts. The title documents for all Leased Real Property outside of the
United States include all necessary consents for the grant and assignment of the
Real Property Lease, satisfactory details of all reversioners' titles, memoranda
of rent increases, where appropriate, and all reversioners' consents required
under such Real Property Lease. Where any of the Owned Real Property or Leased
Real Property outside of the United States is subject to leases, underleases,
agreements or licenses, the title documents include all necessary consents in
connection therewith and evidence of registration of the grant of the same where
appropriate.

          Section 4.18  PERSONAL PROPERTY.

          (a)     Schedule 4.18(a) sets forth, in all material respects, all
interests owned or claimed by the Company and its Subsidiaries (including,
without limitation, options, but excluding interests owned by SportRack
Accessories, Inc. and its Subsidiaries prior to July 2, 1997) in or to the
plant, machinery, equipment, furniture, leasehold improvements, fixtures,
vehicles, structures, any related capitalized items or assets and other tangible
property which are treated by the Company or a Subsidiary of the Company as
depreciable or amortizable property (collectively, the "TANGIBLE PROPERTY").

          (b)     Except as set forth on Schedule 4.18(b), the Company or a
Subsidiary of the Company has (i) good title to, or a valid lease, license or
right to use the Tangible Property, free and clear of all Liens, except for
Permitted Liens and (ii) good and valid leasehold interests in all Tangible
Property leased by the Company and its Subsidiaries.

          (c)     All contracts and other agreements or instruments pursuant to
which the Company and its Subsidiaries may hold or use any interest owned or
claimed by the Company and its Subsidiaries (including, without limitation,
options) in or to the material Tangible Property are in full force and effect
and, with respect to the performance of the Company and its Subsidiaries, there
is no material default or event of default (or event which, with written notice
or lapse of time or both, would constitute a default).

          (d)     The Tangible Property of the Company and its Subsidiaries is
in good operating condition and repair and usable in the ordinary course of the
business (except for

                                       36


ordinary wear and tear), has been maintained in a reasonably prudent manner in
the ordinary course of the business and is sufficient for the continued conduct
of the Business of the Company and its Subsidiaries after the Closing Date in
substantially the same manner as conducted during the 2001, 2002 and the portion
of the 2003 calendar years prior to the Closing Date.

          (e)     During the 2001, 2002 and the portion of the 2003 calendar
years prior to the Closing Date, no facility of the Company and its Subsidiaries
has had its operations suspended on an unscheduled basis for more than five (5)
consecutive Business Days.

          (f)     During the past two (2) years there has not been any material
interruption of the operations of the Company and its Subsidiaries due to
inadequate maintenance of the Tangible Property.

          Section 4.19  ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set
forth on Schedule 4.19, since December 31, 2002 (a) the Business has been
conducted only in the ordinary course consistent with past practice, (b) there
have been no facts, changes, conditions, circumstances or occurrences or
nonoccurrences of any events that, have had, or are reasonably likely to have,
individually or in combination with other such facts, changes, conditions,
circumstances or occurrences or nonoccurrences, a Material Adverse Effect and
(c) no action that would have been prohibited by Sections 6.1(a), (d), (e), (f),
(g), (j), (k), (l), (n) and (s) has been taken or proposed.

          Section 4.20  BOOKS OF ACCOUNT. The books of account of the Company
and its Subsidiaries, all of which have been made available to the Buyer, during
the course of Buyer's due diligence visit at the Company's and its Subsidiaries'
facilities or was otherwise furnished, are complete and correct in all material
respects. The minute books of the Company and its Subsidiaries contain complete
and correct records of all meetings held of, and corporate action taken by, the
members, the Board of Managers, stockholders, the Board of Directors, and
committees of the Board of Managers or the Board of Directors of the Company and
its Subsidiaries, and no meeting of any such members, the Board of Managers,
stockholders, the Board of Directors or committees of the Board of Managers or
the Board of Directors has been held for which minutes have not been prepared
and are not contained in such minute books. At the Closing Date, all of those
books and records will be in the possession of the Company or one of its
Subsidiaries. The ledgers of equity interests or share certificate books,
registers of shareholders or registers of members, registers of transfers and
registers of directors of the Company and its Subsidiaries are complete and
correct in all material respects.

          Section 4.21  TRANSACTIONS WITH RELATED PERSONS. Except as set forth
on the corresponding subsection of Schedule 4.21:

          (a)     No agreement or transaction between the Company or any of its
Subsidiaries and (i) any director, officer, holder of equity interests in the
Company or affiliate of the Company or any of its Subsidiaries, or (ii) any
relative or spouse of any such director, officer, equity holder or Affiliate
(such persons in (i) and (ii) being referred to herein as a "RELATED PARTY" or
collectively as the "RELATED PARTIES") exists or has been entered into in the
last twelve (12) months;

                                       37


          (b)     To the Knowledge of the Company, no Related Party is a
director or officer of, or has any direct or indirect interest in (other than
the ownership of not more than 5% of the publicly traded shares of), any Person
which is a supplier, vendor, landlord, sales agent or competitor of the Company
or any of its Subsidiaries;

          (c)     To the Knowledge of the Company, no Related Party owns or has
any interest in, directly or indirectly, in whole or in part, any tangible or
intangible property used in the conduct of the business of the Company or any of
its Subsidiaries;

          (d)     Except as set forth in this Agreement and any of the Principal
Documents and assuming the Transaction occurs at Closing as set forth herein,
after the Closing, no Related Party will have any obligation (monetary or
otherwise) to the Company or any of its Subsidiaries, nor will the Company or
any of its Subsidiaries have any obligation (monetary or otherwise) to any
Related Party for any activity, agreement or transaction occurring on or prior
to the Closing, other than for intercompany transactions among the Company and
its Subsidiaries;

          (e)     Neither the Company nor any of its Subsidiaries has directly
or indirectly, guaranteed or assumed any indebtedness for borrowed money or
otherwise for the benefit of any Related Party since January 1, 2002;

          (f)     Except for any amounts being repaid pursuant to Section 2.6(b)
on the Closing Date and intercompany transactions among the Company and its
Subsidiaries, neither the Company nor any of its Subsidiaries has made any
loans, payments or transfers of the Company's assets to any Related Party during
the last twelve (12) months, excluding ordinary course employee compensation
reimbursements of customary travel, moving and other similar expenses.

          (g)     As of the Closing Date, except as contemplated by the
Principal Documents, after giving effect to the Transaction, the Company and its
Subsidiaries will not be required to make any payment to or perform any services
for the Sellers or any Related Party for any activity, agreement or transaction
occurring on or prior to the Closing except as set forth on Schedule 4.21.

          Section 4.22  ACCOUNTS AND NOTES RECEIVABLE. All accounts and notes
receivable from third parties reflected on the December 31, 2002 Audited
Financial Statements and all accounts and notes receivable arising subsequent to
December 31, 2002, have arisen in the ordinary course of business and represent
valid obligations to the Company and its Subsidiaries, subject to customary
allowances recorded on the books and records of the Company for bad debts in a
manner consistent with past practice.

          Section 4.23  INDEBTEDNESS. Other than as specified on Schedule 4.23
or as expressly set forth in the December 31, 2002 Audited Financial Statements,
neither the Company nor any of its Subsidiaries has any Indebtedness.

          Section 4.24  CAPITAL EXPENDITURES. Schedule 4.24 sets forth a
complete and correct list, by dollar amount and type, of all capital
expenditures of the Company and its Subsidiaries during each calendar month of
the 2002 calendar year.

                                       38


          Section 4.25  INSURANCE. (a) Schedule 4.25 lists each insurance policy
to which the Company or any of its Subsidiaries has been a party, a named
insured, or otherwise the beneficiary of coverage or with respect to which they
make payments at any time with respect to claims that have occurred since
January 1, 2000 ("POLICIES"). All such Policies are in full force and effect
and, to the Knowledge of the Company, are insured by carriers that are solvent.
There has been no material gap period with respect to the coverage provided
under any Policies. All premiums with respect to each Policy covering all
periods up to and including the date hereof have been paid to the extent due, no
written notice of cancellation or termination has been received with respect to
any such Policy and, to the Knowledge of the Company, no such Policy is void
and, to the Knowledge of the Company, no basis exists for any such Policy to be
voidable. Current and historical limits of liability under each Policy have not
been exhausted or materially impaired. The aggregate annual premium during the
2002 calendar year for the directors and officers liability insurance policy
covering directors and officers of the Company and its Subsidiaries for the 2002
calendar year was approximately $54,000.

          (b)     Each insurable asset of the Company and its Subsidiaries has
at all material times been and is at the date of this Agreement insured in an
amount that the Company reasonably believes is adequate against each risk that
the Company believes requires insurance. The Company reasonably believes that it
and its Subsidiaries have at all material times been and are as of the date of
this Agreement adequately insured against all risks customarily insured against
by companies in the Company's industry and geographic regions.

          (c)     No claim is outstanding under any of the Policies and, to the
Knowledge of the Company, no event has occurred which gives rise to a claim
under any of the Policies. The Company has not received any written notice of
any unscheduled increase in the premium payable under any of the Policies.

          Section 4.26  SUPPLIERS. Schedule 4.26 sets forth a complete and
correct list of the ten (10) suppliers that accounted for the largest dollar
volume of purchases by each of the Company and its Subsidiaries taken as a
whole, Brink International BV and its Subsidiaries taken as a whole and
SportRack, LLC and its Subsidiaries taken as a whole during each of the 2001 and
2002 calendar years (the "MATERIAL SUPPLIERS"). No Material Supplier has
canceled or otherwise terminated, or threatened in writing to cancel or
otherwise terminate, its relationship with the Company or any of its
Subsidiaries during the twelve months immediately preceding the date hereof or
has during the last twelve months materially decreased, or threatened in writing
to materially decrease or materially limit, its services, supplies or materials
to the Company or any of its Subsidiaries. Neither the Company nor any of its
Subsidiaries has received any written notice since January 1, 2002 that any
Material Supplier intends to cancel or otherwise materially and adversely modify
its commercial relationship with the Company or any of its Subsidiaries or to
materially decrease or materially limit its provision of services, supplies or
materials to the Company or any of its Subsidiaries.

          Section 4.27  CUSTOMERS.

          (a)     Schedule 4.27(a) sets forth a complete and correct list of the
ten (10) customers (the "MATERIAL CUSTOMERS") of each of the Company and its
Subsidiaries taken as a whole, Brink International BV and its Subsidiaries taken
as a whole and SportRack, LLC and its

                                       39


Subsidiaries taken as a whole for each of the 2001 and 2002 calendar years
accounting for the highest revenues in comparison with the other customers of
such entities. The Material Customers collectively accounted for the percentages
of the revenues of the Company and its Subsidiaries on a consolidated basis
during each such calendar year, respectively, set forth on Schedule 4.27(a),
together with the dollar amount of sales made to each customer for each such
calendar year.

          (b)     Except as set forth on Schedule 4.27(b), no Material Customer
has canceled or otherwise terminated, or threatened in writing to cancel or
otherwise terminate or materially modify, its commercial relationship or any
purchase program with the Company or any of its Subsidiaries during the twelve
months immediately preceding the date hereof or has during the last twelve
months materially decreased, or threatened in writing to materially decrease or
materially limit, its purchases from the Company or any of its Subsidiaries.

          Section 4.28  INVENTORIES. Except as set forth on Schedule 4.28, the
inventories of the Company and its Subsidiaries with respect to the Business
include no items which are obsolete, of below standard quality or of a quality
or quantity not usable or salable in the normal course of business of the
Business for which adequate reserves have not been made and recorded on the
books and records of the Company.

          Section 4.29  PRODUCT WARRANTY. Except for the G3.0 Model Recall and
as set forth on Schedule 4.19, each product manufactured, sold, or delivered in
connection with the operation of the business of the Company and its
Subsidiaries conforms in all material respects with all applicable Contracts and
all express and implied warranties and the Company and its Subsidiaries have no
liability for replacement or repair thereof or other damages in connection
therewith. Except for the G3.0 Model Recall and as set forth on Schedule 4.19,
in the aggregate, the products manufactured, sold or distributed by the Company
or any of its Subsidiaries in connection with the Business are free from all
defects in workmanship and materials, and conform in all respects with standards
for products of that type, except such as could not reasonably be expected to
have a Material Adverse Effect.

          Section 4.30  PRODUCT LIABILITY. (a) Except for the G3.0 Model Recall
and except as set forth on Schedule 4.30(a) and Schedule 4.30(b), neither the
Company nor any of its Subsidiaries has any material liability arising from any
claims related to the manufacture, design or sale of the products of the Company
or any of its Subsidiaries, including, but not limited to, claims of
professional negligence, manufacturing negligence or improper workmanship, or
claims in whole or in part premised upon product liability.

          (b)     Except for the G3.0 Model Recall and except as set forth on
Schedule 4.30(a) and Schedule 4.30(b), neither the Company nor any of its
Subsidiaries has any material liability (and, to the Knowledge of the Company,
there is no reasonable basis for any assertion of liability that could result in
a material liability) arising from any recall or proposed recall of any products
manufactured, sold, distributed or supplied by the Company or any of its
Subsidiaries. To the Knowledge of the Company, except for the G3.0 Model Recall,
there is no reasonable basis for any product manufactured, distributed or sold
by the Company or any of its Subsidiaries to be the subject of any product
recall which could reasonably be expected to have a Material Adverse Effect.

                                       40


          (c)     Except as set forth on Schedule 4.30(c), neither the Company
nor any of its Subsidiaries manufactures, sells or supplies in the United States
or Canada the product that is the subject of the G3.0 Model Recall or the same
product sold, marketed or distributed under a different name or brand.

          (d)     No Governmental Entity has requested that any of the products
manufactured, sold, designed or distributed by the Company or any of its
Subsidiaries be removed from the market, that substantial new product testing be
undertaken as a condition to the continued manufacturing, selling or
distribution of any such product or that such product be modified.

          (e)     The Company has made available to Buyer during the course of
Buyer's due diligence visit at the Company's and its Subsidiaries' facilities or
was otherwise furnished a complete and correct set of all written studies,
correspondence, reports or other materials relating to any recall or proposed
recall of any product manufactured or distributed by the Company or any of its
Subsidiaries since January 1, 2001.

          Section 4.31  HEDGING AGREEMENTS. Except as set forth on
Schedule 4.31, neither the Company nor any of its Subsidiaries has entered into
any Hedging Agreement.

          Section 4.32  COMPETITION ACT. Neither the aggregate value of the
assets in Canada of the Company and the corporations controlled by the Company,
nor the annual gross revenues from sales in or from Canada generated from those
assets, exceed, in each case, CDN $35,000,000, all as determined in accordance
with the Competition Act (Canada) and the Notifiable Transaction Regulations
promulgated thereunder.

          Section 4.33  FRENCH FACILITIES. Attached to Schedule 4.33 are
complete and correct copies of all agreements and instruments, together with all
schedules and exhibits thereto, governing the French Facility Disposition, the
French Facility Building Sale/Leaseback Transaction and the French Facility
Equipment Sale/Leaseback Transaction. Schedule 4.33 sets forth a correct,
complete and detailed account of the Net Disposition Proceeds from the French
Facility Disposition, the Net Equipment Sale/Leaseback Proceeds from the French
Facility Equipment Sale/Leaseback Transaction and the Net Building
Sale/Leaseback Proceeds from the French Facility Building Sale/Leaseback
Transaction.

          Section 4.34  NO ADDITIONAL REPRESENTATIONS. NONE OF THE SELLERS OR
THE COMPANY IS MAKING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY
NATURE WHATSOEVER WITH RESPECT TO THE SELLERS, THE COMPANY OR ANY OF ITS
SUBSIDIARIES, INCLUDING ANY OF THE ASSETS, PROPERTIES OR RIGHTS OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE CONDITION OF THE ASSETS, PROPERTIES AND RIGHTS OF THE COMPANY AND
ITS SUBSIDIARIES, SHALL BE "AS IS", "WHERE IS" AND "WITH ALL FAULTS."

                                       41


                                   ARTICLE IVA

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE BUYER

          The Buyer represents to the Sellers, effective as of the Closing, as
follows, subject in each case to the completion of the Transaction:

          Section 4A.1. DUE AUTHORIZATION/NO CONFLICT. The issuance by the
Promissory Note Obligors of the Promissory Notes to the Sellers, the issuance of
the New Units and New Options by the Buyer to the Rollover Sellers and the
issuance of the Promissory Notes and Contingent Payment Notes, if any, to the
Sellers (a) will be duly and validly authorized by all necessary action of such
Person, including any action by the Board of Managers or members of the Buyer
and all necessary action on the part of the Promissory Note Obligors, including
any action by the board of directors, equityholders or other equivalent
governing body of the Promissory Note Obligors and (b) will not (i) result in
any breach of any provision of the Promissory Notes Obligors' or the Buyer's
Organizational Documents, (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) or give
rise to any termination, modification, requirement to make additional payments,
cancellation, vesting, payment, exercise, or acceleration of any payment or
right, suspension or revocation under the terms, conditions or privileges of,
any agreement, indenture or instrument to which the Buyer or any of the
Promissory Note Obligors is a party, including, without limitation, the
Financing Documents or (iii) result in a violation of any Law applicable to the
Buyer, any Promissory Note Obligor or their respective properties or assets.

          Section 4A.2. CONSENTS. None of the Buyer nor any of the Promissory
Note Obligors will be required to obtain any consent, authorization or order of,
or make any filing or registration with, any court, Governmental Entity or other
Person in order to issue the Promissory Notes to the Sellers, the New Units or
New Options to the Rollover Sellers or to issue the Contingent Payment Notes (if
any) to the Sellers, as applicable, that will not have been received at or prior
to Closing or, in the case of the Contingent Payment Notes (if any), prior to
the issuance of such Contingent Payment Notes.

          Section 4A.3. VALID ISSUANCE. When paid for in accordance with the
terms of this Agreement, the New Units and New Options shall be validly issued,
fully paid and nonassessable, free of any Liens other than Liens imposed under
state and federal securities Laws and under the Buyer's Organizational
Documents. When issued in accordance with the terms of this Agreement, the
Promissory Notes and any Contingent Payment Notes shall be validly issued, free
of any Liens other than Liens imposed under state and federal securities Laws
and other than as provided in such Promissory Notes or Contingent Payment Notes,
as the case may be.

          Section 4A.4. OFFERING. Assuming the accuracy of the Sellers'
representations and warranties set forth in Article IIIA, the offer, sale and
issuance of the Promissory Notes by the Promissory Note Obligors, and the New
Units and New Options by the Buyer, any Contingent Payment Notes issued by the
Promissory Note Obligors and the right to receive any portion of the Contingent
Payment Amount in conformity with the terms of this Agreement will be exempt
from the registration requirements of the Securities Act or, except for the
issuance of

                                       42


Promissory Note and Contingent Payment Notes to a Netherlands Domiciliary, any
similar requirement under any foreign securities Law applicable to the Sellers.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE BUYER

          The Buyer hereby represents and warrants to the Sellers as follows:

          Section 5.1   ORGANIZATION. The Buyer is a limited liability company
duly formed, validly existing and in good standing under the laws of its
jurisdiction of formation and has the power and authority and all necessary
Governmental Authorizations to own, lease and operate its properties and to
carry on its business as it is now being conducted. Holdings BV is a
wholly-owned Subsidiary of AASA. Before giving effect to the Transaction, the
Buyer has no Subsidiaries other than Holdings BV and AASA. SportRack and Valley
are the only issuers of Indebtedness under the Convertible Bridge Promissory
Note issued to CHP IV or one or more of its Affiliates on the date hereof to
finance, in part, the Transaction (the "CHP IV BRIDGE NOTE") and the Buyer,
AASA, the Company, AAS Capital and Valtek, LLC (collectively, the "CHP IV BRIDGE
NOTE GUARANTORS") are the only guarantors of the CHP IV Bridge Note on the date
hereof.

          Section 5.2   AUTHORIZATION AND VALIDITY OF AGREEMENT. Each of the
Buyer, Holdings BV and AAS Acquisitions, a Delaware limited liability company, a
direct wholly-owned subsidiary of the Buyer and the direct parent of Holdings BV
("AASA") has the requisite power and authority to execute, deliver and perform
its obligations under this Agreement and all other agreements contemplated
hereunder (collectively, the "PRINCIPAL DOCUMENTS") and to consummate the
transactions contemplated hereby and thereby in accordance with the terms hereof
and thereof. The Buyer's Board of Managers has duly authorized the execution,
delivery and performance of the Principal Documents by the Buyer (or has caused
the relevant Subsidiary of the Buyer that is an obligor under any Principal
Documents to authorize the execution, delivery and performance of such Principal
Document), and no other limited liability company proceedings on the part of the
Buyer or any of its Subsidiaries are necessary to authorize the Principal
Documents or the transactions contemplated hereby. The Principal Documents have
been duly executed and delivered by the Buyer (or the applicable Subsidiary of
the Buyer that is obligated under such Principal Document) and, constitute the
legal, valid and binding obligation of the Buyer or the applicable Subsidiary of
the Buyer that is obligated under such Principal Document, enforceable against
it in accordance with their terms, except as may be limited by any bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws affecting the enforcement of creditors' rights generally or by general
principles of equity. The governing bodies of each of the Buyer, AASA and
Holdings BV have duly authorized all actions required on the part of such
Persons under this Agreement and the Principal Documents and no other
proceedings on the part of such Persons are necessary to authorize the actions
required by such Persons under this Agreement or the Principal Documents.

          Section 5.3   CONSENTS AND APPROVALS.

                                       43


          (a)     Neither the execution and delivery of this Agreement by the
Buyer nor the performance by the Buyer, AASA or Holdings BV of their respective
obligations in this Agreement will require on the part of the Buyer, AASA or
Holdings BV any Governmental Authorization from, approval of, filing with or
notification to, any Governmental Entity, except (a) for any applicable filings
required under the HSR Act or required pursuant to any other non-U.S. antitrust
and competition law statutes, regulations and treaties as described on Schedule
5.3, (b) any applicable notification pursuant to the Investment Canada Act as
described on Schedule 5.3, (c) as set forth on Schedule 5.3 or (d) where the
failure to obtain such Governmental Authorization, or to make such filing or
notification, would not have a material adverse effect on the Buyer, AASA or
Holdings BV or prevent the performance by the Buyer, AASA or Holdings BV of
their respective obligations hereunder.

          (b)     Neither the execution and delivery of any Principal Document
by any of the Buyer or any of its Subsidiaries that is a party to such Principal
Document nor the performance by the Buyer or any of its Subsidiaries that is a
party to any such Principal Document will require on the part of the Buyer or
any such Subsidiary any Governmental Authorization from, approval of, filing
with or notification to, any Governmental Entity, except (a) as set forth on
Schedule 5.3 or (b) where the failure to obtain such Governmental Authorization,
or to make such filing or notification, would not have a material adverse effect
on the Buyer or any of its Subsidiaries or prevent the performance by the Buyer
or any of its Subsidiaries of their respective obligations under any Principal
Document.

          Section 5.4   NO CONFLICT OR VIOLATION.

          (a)     Neither the execution and delivery of this Agreement by the
Buyer, nor the performance by the Buyer, AASA or Holdings BV of their respective
obligations in this Agreement will (a) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any right of termination, cancellation, vesting, payment, exercise,
acceleration, suspension or revocation) under, any of the terms, conditions or
provisions of any agreement, instrument or obligation to which the Buyer, AASA
or Holdings BV is a party or by which the Buyer, AASA, Holdings BV, or any of
their respective properties or assets may be bound, or (b) violate any Law
applicable to the Buyer, AASA, Holdings BV or any of their respective properties
or assets.

          (b)     Neither the execution and delivery of any Principal Document
to which any of the Buyer or any of its Subsidiaries is party, nor the
performance by the Buyer or any of its Subsidiaries of their respective
obligations under any Principal Document to which it is a party will (a) result
in a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
vesting, payment, exercise, acceleration, suspension or revocation) under, any
of the terms, conditions or provisions of any agreement, instrument or
obligation to which the Buyer or any of its Subsidiaries is a party or by which
the Buyer or any of its Subsidiaries, or any of their respective properties or
assets may be bound, or (b) violate any Law applicable to the Buyer or any of
its Subsidiaries or any of their respective properties or assets.

          Section 5.5   LITIGATION. There is no suit, action, proceeding or
investigation or any outstanding injunctions, judgments, orders or decrees
(whether at law or equity, before or

                                       44


by any federal, state or foreign commission, court, tribunal, board, agency or
instrumentality, or before any arbitrator) pending or, to the Knowledge of the
Buyer, threatened, against the Buyer, AASA or Holdings BV, the outcome of which
would be reasonably likely to in any material respect impair the Buyer's, AASA's
or CHAAS Holding's ability to perform their respective obligations hereunder or
under any Principal Document.

          Section 5.6   BROKERS AND FINDERS. Except as set forth on
Schedule 5.6, in connection with this Agreement or the transactions contemplated
hereby, no broker, finder, investment bank or financial advisor has acted for
the Buyer, AASA or Holdings BV, and none of the Buyer, AASA or Holdings BV has
incurred any obligation to pay a brokerage, finder's or other fee or commission
to any Person.

          Section 5.7   INVESTMENT REPRESENTATION. The Buyer acknowledges on its
own behalf and on behalf of Holdings BV (solely with respect to the Brink
Securities and the Brink Receivable) that none of the Brink Securities, the
Brink Receivable, the Purchased Company Securities or Rollover Securities is
registered under the securities laws of any jurisdiction and that it or Holdings
BV, as applicable, is acquiring the Brink Securities, the Brink Receivable, the
Purchased Company Securities and the Rollover Securities for its own account,
not as a nominee or agent, for investment, and not with a view to the
distribution thereof. The Buyer and Holdings BV are sophisticated investors with
knowledge and experience in financial and business matters, are capable of
evaluating the risks and merits of the purchase of the Brink Securities, the
Brink Receivable, the Purchased Company Securities and the Rollover Securities,
and have the capacity to protect their own interests. The Buyer acknowledges (on
its own behalf and on behalf of Holdings BV) that the Company and the
Subsidiaries have given the Buyer and Holdings BV the opportunity to ask
questions of the officers and management employees of the Company and its
Subsidiaries, to obtain additional information about the business and financial
condition of the Company and its Subsidiaries, and access to the facilities,
books and records relating to the Company's business in order to evaluate the
purchase contemplated hereby.

          Section 5.8   RESALE RESTRICTIONS. The Buyer acknowledges on its own
behalf and on behalf of AASA and Holdings BV (solely with respect to the Brink
Securities and the Brink Receivable) that (a) the Brink Securities, the Brink
Receivable, the Purchased Company Securities and the Rollover Securities have
not been, and will not be upon issuance, registered or qualified under any
securities Laws, by reason of their transfer in a transaction exempt from the
registration or qualification requirements of such Laws, and (b) the Brink
Securities, the Brink Receivable, the Purchased Company Securities and the
Rollover Securities must be held indefinitely unless a subsequent disposition
thereof is registered or qualified under all applicable securities Laws or is
exempt from such registration or qualification.

          Section 5.9   NO ADDITIONAL REPRESENTATIONS. THE BUYER IS NOT MAKING
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER
WITH RESPECT TO ITSELF OR ANY OF ITS SUBSIDIARIES, INCLUDING ANY OF THE ASSETS,
PROPERTIES OR RIGHTS OF THE BUYER OR ANY OF ITS SUBSIDIARIES, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.

                                       45


                                   ARTICLE VI

                            COVENANTS OF THE SELLERS

          Section 6.1   CONDUCT OF BUSINESS. From the date of this Agreement
until the Closing Date, the Sellers agree that, except as otherwise contemplated
by this Agreement, or as the Buyer shall otherwise consent:

          (a)     ORDINARY COURSE. The business of the Company and its
Subsidiaries shall be conducted in the ordinary course consistent with past
practice and in such a manner between the date hereof and the Closing Date and
use all commercially reasonable efforts to ensure that no act or event within
the Company's or the Sellers' control shall occur during that period which would
be reasonably expected to result in a failure of any condition to the Closing.

          (b)     GOVERNING DOCUMENTS. The Company will not, and will not permit
any Subsidiary to, amend in any material respect its certificate of formation,
certificate of incorporation, operating agreement, articles, by-laws or other
Organizational Documents.

          (c)     ISSUANCE OF EQUITY INTERESTS. The Company will not, and will
not permit any Subsidiary to (i) issue, transfer, sell, purchase, redeem, retire
or dispose of, or authorize or agree to the issuance, transfer, sale, purchase,
redemption, retiring or disposition of (whether through the issuance or granting
of options, rights, warrants, or otherwise), any Units, shares of capital or
loan stock or any equity interests of the Company or any of its Subsidiaries or
any options, rights, warrants or other securities convertible into or
exchangeable or exercisable for any such Units, shares of capital stock or
equity interests of the Company or any of its Subsidiaries or (ii) amend any of
the terms of any securities or agreements relating to such Units, capital or
loan stock or equity interests outstanding on the date hereof; PROVIDED,
HOWEVER, that the exercise of options and warrants shall be permitted only if
the Company Securities received upon such exercise are to be sold to Buyer or
exchanged by a current employee of the Company or one of its Subsidiaries for
New Units or New Options at Closing pursuant to the terms of this Agreement.

          (d)     NO BUSINESS ACQUISITIONS. The Company will not, and will not
permit any Subsidiary to, acquire or agree to acquire, by merging or
consolidating with, or by purchasing a substantial equity interest in, a
substantial portion of the assets of, or by any other manner, any business or
any corporation, partnership, association, limited liability company, joint
venture or other business organization or division thereof or otherwise acquire
or agree to acquire any assets that, individually or in the aggregate, would be
material to the Company and its Subsidiaries taken as a whole.

          (e)     NO ACQUISITIONS OR DISPOSITIONS OF ASSETS. The Company will
not, and will not permit any Subsidiary to acquire or sell, lease, license,
mortgage, encumber, subject to any Lien or otherwise dispose of or agree to
sell, lease, license, mortgage, encumber, subject to any Lien or otherwise
dispose of, any of the material assets or properties of the Company and its
Subsidiaries or incur or agree to incur any liability, obligation or expense
(actual or contingent) other than in the ordinary course of business, consistent
with past practice, as set forth on Schedule 6.1(e).

                                       46


          (f)     MAINTENANCE OF PROPERTIES. The Company will, and will cause
its Subsidiaries to, continue to maintain and repair all Owned Real Property,
Leased Real Property and Tangible Property (in each case, subject to ordinary
wear and tear) material to the operation of the Company and its Subsidiaries in
a manner consistent in all material respects with past practice and in
accordance with the requirements of all applicable Contracts.

          (g)     BENEFIT PLANS. Except as required by Law or as set forth on
Schedule 6.1(g), the Company will not, and will not permit any Subsidiary to,
adopt, amend, (in any material respect) discontinue (in whole or in part) or
terminate any Benefit Plan, defer making any payments due under any Benefit Plan
(other than consistently with past practices and on a basis that will not have a
material adverse effect on the Company or any of its Subsidiaries) or commit any
material default under any such plan.

          (h)     INDEBTEDNESS. Except as set forth on Schedule 6.1(h), the
Company will not, and will not permit any Subsidiary to make any loans, advances
or capital contributions to, or investments in, any other Person, other than (i)
extensions of credit to officers and employees for customary travel, business or
relocation expenses and (ii) intercompany Indebtedness.

          (i)     CONTRACTS. The Company will not, and will not permit any
Subsidiary to, enter into, modify, amend or terminate any material Contract
(including, but not limited to, collective bargaining agreements and similar
agreements) or agreement to which the Company or any Subsidiary of the Company
is a party or waive, release or assign any material rights or claims thereunder
except in the ordinary course of business consistent with past practice.

          (j)     SALARIES. Except as set forth on Schedule 6.1(j), the Company
will not, and will not permit any Subsidiary to, increase in any manner the
aggregate compensation or fringe benefits (including, without limitation,
commissions) of any officer, director, employee or independent contractor of the
Company or any Subsidiary of the Company with aggregate annual compensation
exceeding $100,000 or enter into or modify any employment, engagement, severance
or similar contract with any such Person.

          (k)     MERGER OR CONSOLIDATION. The Sellers will not permit the
Company, or any Subsidiary of the Company, to (i) merge or consolidate with or
into any other legal entity or dissolve or liquidate or otherwise reorganize or
(ii) adopt a plan of liquidation or approve resolutions providing for the
liquidation, dissolution, merger, consolidation or other reorganization of the
Company or any of its Subsidiaries.

          (l)     ACCOUNTING METHODS. The Company will not, and will not permit
any Subsidiary to, make any material change to its accounting methods,
principles or practices, except as may be required by GAAP.

          (m)     BUSINESS RELATIONSHIPS. The Company will use commercially
reasonable efforts (i) to preserve substantially intact the present business
organization of the Company and its Subsidiaries and (ii) to preserve the
present relationships of the Company and its Subsidiaries with, customers and
suppliers.

          (n)     RELATED PARTY TRANSACTIONS. The Company will not, and will not
permit any Subsidiary to, engage in any transactions with any Related Party,
except under agreements or

                                       47


arrangements disclosed on Schedule 4.21, as contemplated hereby or in any
related documents or otherwise to facilitate the completion of the Transaction
as contemplated by this Agreement and that could not reasonably be expected to
have a Material Adverse Effect.

          (o)     DIVIDENDS. The Company will not, and will not permit any
Subsidiary to (i) declare, set aside or pay any non-cash dividend or non-cash
distributions of any kind to the members of the Company or (ii) declare, set
aside or pay any cash dividend or distributions of any kind to the members of
the Company in their capacity as such other than quarterly tax distributions
from the Company to its members, in a manner consistent with past practice and
in no event exceeding 44% of the net income of the Company attributable to such
member for such quarter (subject to adjustments consistent with past practice).

          (p)     REVALUATION. The Company will not, and will not permit any
Subsidiary to, revalue any portion of its assets, properties or businesses
including any write-down of the value of inventory or any write-off of notes or
accounts receivable, except as required by GAAP or applicable Law.

          (q)     WAIVER. The Company shall not, and shall not permit any
Subsidiary to, waive or cancel any material debt or material right, claim or
privilege with respect to any agreement set forth or required to be set forth on
Schedule 4.15, other than in the ordinary course of business consistent with
past practice.

          (r)     TAX ELECTION. The Company will not, and will not permit any
Subsidiary to, make or change any Tax election, change any annual Tax accounting
period, adopt or change any method of Tax accounting, file any amended Return,
enter into any closing agreement, settle any Tax claim or assessment, surrender
any right to claim a Tax refund, consent to any extension or waiver of the
limitation period applicable to any Tax claim or assessment or take or omit to
take any other action, if any such action or omission would be expected to have
the effect of materially increasing the Tax liability of the Company or any
Subsidiary of the Company.

          (s)     HEDGING AGREEMENTS. The Company will not, and will not permit
any Subsidiary to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which the Company and its Subsidiaries is exposed in the conduct of its
business or the management of its liabilities.

          (t)     INSURANCE. Except as set forth on Schedule 6.1(t), the Company
and its Subsidiaries will continue each Policy or obtain replacements therefor
with comparable levels of coverage, premiums and other terms and conditions and
not intentionally do or omit to do anything which would make such a Policy void
or voidable or would likely result in an increase not otherwise provided for in
such Policy in the premium payable under such a Policy or materially prejudice
the ability to effect equivalent insurance in the future.

          (u)     LITIGATION. The Company will not, and will not permit any of
its Subsidiaries to (i) start litigation or arbitration proceedings except in
the ordinary course of business or (ii) compromise, settle, release, discharge
or compound litigation or arbitration proceedings, in each case, or a liability,
claim, action, demand or dispute, or waive a right in relation to litigation or
arbitration proceedings other than (x) as may be required by the Company

                                       48


to comply with its obligation under any currently existing contractual
arrangements and (y) litigation or arbitration proceedings that are settled or
compromised for aggregate payments that do not exceed $50,000; PROVIDED, that in
no event shall the Company or any of its Subsidiaries compromise, settle,
release, discharge or compound any litigation or arbitration proceeding to the
extent that the business of the Company or any of its Subsidiaries would be
materially restricted as a consequence thereof; PROVIDED, FURTHER, that,
notwithstanding anything in this Section 6.1(u) to the contrary, the Company may
settle the Gibbs Litigation subject to the satisfaction of the requirements set
forth in Section 8.10(b).

          (v)     GENERALLY. The Company will not, and will not permit any of
its Subsidiaries to, authorize, commit or agree to take, any of the foregoing
actions.

          Section 6.2   COMPANY INDEBTEDNESS. On or prior to the Closing Date,
the Company shall, subject to the consummation of the transactions contemplated
by the definitive senior and senior subordinated financing agreements being
entered into at Closing to fund a portion of the Aggregate Consideration
(collectively, the "FINANCING DOCUMENTS") hereunder, cause all amounts owing as
of the Closing Date, without giving effect to the Brink Acquisition or the
Ancillary Transactions, in respect of the Indebtedness of the Company and its
Subsidiaries as set forth on Schedule 6.2 to be repaid in full, shall cause the
termination, release and discharge of all related security interests, and shall
deliver to Buyer and its lenders for filing any necessary UCC-3 termination
statements, financing change statements, hypothecary discharges, discharges of
mortgages and any other instruments, releases, agreements or documents as may be
necessary or desirable to terminate, release or discharge such related security
interests.

          Section 6.3   ACCESS. Until the Closing, the Sellers shall cause, upon
reasonable advance notice from the Buyer, the Company and its Subsidiaries to:

          (a)     make available for inspection by the Buyer and representatives
of the Buyer (including lenders and equity investors), during normal business
hours, corporate records, books of account, contracts and all other records and
documents reasonably requested by any of them;

          (b)     permit the Buyer and its representatives reasonable access to
the properties of the Company and its Subsidiaries during normal business hours;

          (c)     cause the respective directors, officers, employees,
accountants, insurance agents, environmental engineers, consultants and auditors
of the Company and its Subsidiaries to be available on reasonable notice during
normal business hours to answer questions from the Buyer and its
representatives; and

          (d)     prior to Closing, the Buyer and its agents shall have access
to conduct, at the Buyer's sole cost and expense, Phase I and II Environmental
Site Assessments of each of the properties owned or operated by the Company and
its Subsidiaries; PROVIDED, HOWEVER, that nothing in this Section 6.3(d) shall
be deemed to modify Article X hereof.

          Section 6.4   MAINTENANCE OF RECORDS. From and after the Closing, the
Buyer agrees (a) to hold all of the books and records of the Buyer and its
Subsidiaries existing on the Closing Date and not to destroy or dispose of any
thereof for a period of seven years from the

                                       49


Closing Date or such longer time as may be required by Law, and thereafter, if
it desires to destroy or dispose of such books and records, to offer first in
writing at least 60 calendar days prior to such destruction or disposition to
surrender them to the Sellers, and (b) to afford the Sellers, their accountants
and legal counsel, during normal business hours, upon reasonable request, at any
time, full access to such books and records and to the officers and management
level employees of the Buyer and its Subsidiaries or to the extent that such
access may be requested for any legitimate purpose subject to the Sellers'
reimbursement of any such Subsidiaries' reasonable out-of-pocket expenses
incurred in connection therewith. From and after the Closing, the Buyer shall
have the same rights, and the Sellers the same obligations, as are set forth
above in this Section 6.4 with respect to any books or records of the Sellers
pertaining to the respective businesses of the Company and its Subsidiaries as
of immediately prior to the Closing Date.

          Section 6.5   NON-SOLICITATION. (a) Until the Closing Date, the
Sellers, and the Company's Board of Managers and management (collectively, the
"CONTROLLING MEMBERS"), shall not directly or indirectly, solicit or engage in
discussion with third parties, initiate, entertain or respond to offers,
inquiries, proposals or discussions, or enter into any agreement involving any
transaction that has as its purpose a business combination involving or
disposing of the whole or part of the Company or any of its Subsidiaries or any
other transaction that would make the Transaction contemplated by this Agreement
infeasible or impractical (each a "PROPOSAL"), or provide information to any
person other than the Controlling Members or any of the Company's advisors or
lenders regarding the Company or its Subsidiaries in the context involving a
potential Proposal or the Transaction contemplated hereby.

          (b)     For purposes of this Agreement, non-solicitation shall
include, but not be limited to, any proposed or actual (i) sale, merger,
consolidation or similar transaction involving the Company or its Subsidiaries,
(ii) sale, lease or other disposition, directly or indirectly, by merger,
consolidation, share exchange or otherwise, of any assets or properties of the
Company or its Subsidiaries representing 10% or more of the consolidated assets,
revenues, earnings before interest, tax, depreciation and amortization or
profits of the Company or such Subsidiaries, (iii) issuance, sale or other
disposition by the Company or any of its Subsidiaries (including by way of
merger, consolidation, share exchange or any similar transaction) of any
interest or securities (or options, rights or warrants to purchase, or
securities convertible into, such securities) representing 10% or more of the
votes associated with the Units of the Company, (iv) recapitalization,
restructuring, liquidation, dissolution or other similar type of transaction
with respect to the Company or (v) transactions which are similar in form,
substance or purpose to any of the foregoing transactions. In the event the
Company or any of its Subsidiaries or any of its Controlling Members receive any
such Proposal, the Company or such Subsidiary or Controlling Member will
immediately inform the Buyer and provide the Buyer with the details thereof,
including a copy of any Proposal.

          Section 6.6   BANK ACCOUNTS OF THE BUSINESS. The Sellers shall use
commercially reasonable efforts to provide the Buyer with a list of each of the
bank accounts of the Company and its Subsidiaries and the authorized signatories
as soon as practicable. The parties shall cooperate as specified in Section 8.2
in connection with the replacement or supplementation of such signatories
effective as of the Closing.

                                       50


          Section 6.7   NON-COMPETITION. (a) For a period of two (2) years after
the Closing Date, the Sellers (other than the Sellers listed on Schedule 6.7(a)
and their Affiliates (collectively, the "EXCLUDED SELLERS")) and their
Controlled Affiliates shall not engage in the Business anywhere in the world,
and for a period of one (1) year after the Closing Date, the Sellers (other
than, subject to Section 6.7(b), the Excluded Sellers)) and their Controlled
Affiliates shall not solicit for employment, consultation or any other
management position any Designated Employee. In addition, for a period of one
(1) year after the Closing Date, the Sellers (other than, subject to Section
6.7(b), the Excluded Sellers) and their Controlled Affiliates shall not, without
the prior consent of the Buyer, hire any Designated Employees.

          (b)     For a period of one (1) year after the Closing Date, the
Excluded Sellers (other than JP Morgan and its Affiliates) and JP Morgan and its
Controlled Affiliates shall not solicit for employment or consultation or employ
or retain for consultation any of Terence Seikel, Barry Steele, Richard Borghi,
Bryan Fletcher, Wim Rengelink, Gerrit DeGraaf, Barbara Rushing, Corina
Koenders-de Rijke, Paulette Brinker and Tom McMillan (collectively, the
"DESIGNATED EMPLOYEES").

          (c)     The Sellers acknowledge that the Buyer will be irrevocably
damaged if the covenant set forth in this Section 6.7 is not specifically
enforced. Accordingly, the Sellers agree that, in addition to any other relief
to which the Buyer may be entitled, the Buyer shall be entitled to seek and
obtain injunctive relief (without the requirement of any bond) from a court of
competent jurisdiction for the purposes of restraining the Sellers and any
Affiliates thereof from any actual or threatened breach of such covenant.

          (d)     To the extent any of the Sellers' obligations under this
Section 6.7 are more restrictive upon such Seller than the terms of any
employment, non-competition or non-solicitation agreement such Seller has with
the Company or any of its Subsidiaries, the provisions of such agreement(s)
shall control to the extent that this Agreement is more restrictive upon such
Seller.

          Section 6.8   EMPLOYEES. Prior to the Closing Date, the Sellers shall
use commercially reasonable efforts and assist the Company and its Subsidiaries
in retaining its employees and maintaining their relationships with such
employees.

          Section 6.9   RESERVED.

          Section 6.10  RESERVED.

          Section 6.11  RESERVED.

          Section 6.12  ACCRUALS. The Sellers shall have caused the Company and
its Subsidiaries to accrue for bonuses, vacation and sick days and other
benefits and payments for fiscal year 2003 (through the Closing Date) in
accordance with GAAP.

          Section 6.13  RELEASES. Each of the Sellers, effective as of the
Closing Date, forever irrevocably discharges the Company, and each Subsidiary
and Controlled Affiliate of the Company (before giving effect to the
Transaction), and their respective members, shareholders, partners, employees,
officers, directors, agents, attorneys and representatives ("RELEASEES"), from

                                       51


any and all claims, complaints, grievances, demands, debts, contracts,
agreements, liabilities, obligations, suits, costs, expenses, rights, actions
and causes of action whatsoever, of whatever nature, character or description,
whether known or unknown, whether anticipated or unanticipated, whether in law
or in equity, or whether in the jurisdiction of any court or regulatory body
(collectively, the "CLAIMS"), which any Seller has ever had or may ever claim
against the Releasees, from the beginning of time to such Closing Date insofar
as same are related to the Company or any of its Subsidiaries (before giving
effect to the Transaction), other than any Claim of Sellers arising out of or
relating to this Agreement, any other document or instrument executed and
delivered in connection with the Transaction, including the Principal Documents,
or on any Claim related to directors and officers insurance, Claims under any
Organizational Documents, customary travel, business and relocation expenses,
salary and accrued bonus, Benefit Plans, and other ordinary course employee
benefits or reimbursement obligations of the Company. In addition to the
foregoing, (a) Alan Smith and Barry Banducci hereby acknowledge and agree that
their respective consulting agreements with the Company shall terminate
effective as of the Closing and none of the Company nor any of its Affiliates
will have any further obligation under such agreement or arrangement from and
after the Closing and (b) Gerard Brink acknowledges and agrees that any right to
any consulting fee for serving as a non-executive director of any of the Company
or any of its Subsidiaries shall terminate effective as of the Closing and none
of the Company nor any of its Affiliates will have any further obligation under
such agreements or arrangements from and after the Closing. Each of Messrs.
Gerard Brink, Smith and Banducci waive all notices required under their
respective consulting agreements and arrangements with respect to such
terminations.

          Section 6.14  CONFIDENTIALITY. From and after the Closing, each Seller
will, and will cause its Controlled Affiliates to, keep confidential all
information relating to the Business, except as specifically and only to the
extent required by applicable Law; it being understood that: (a) such Seller
will notify Buyer and the Company in writing at least five Business Days prior
to any proposed disclosure of such nonpublic information to any third party in
order to enable Buyer or the Company to seek an appropriate protective order;
and (b) no Seller shall be required to keep confidential and may disclose any
information which (i) is or becomes publicly available other than as a result of
a disclosure by such Seller in breach of this Agreement or (ii) was known to the
party receiving such information prior to the receipt thereof other than as a
result of a disclosure by any Seller in breach of this Agreement; PROVIDED,
HOWEVER, that to the extent that JP Morgan or any of its Affiliates enters into
any agreement or instrument imposing confidentiality obligations on JP Morgan or
any such Affiliate with the Buyer or any of its Subsidiaries in connection with
the provision on or after Closing of senior or subordinated debt financing by JP
Morgan or such Affiliate to the Buyer or any of its Subsidiaries, then the
confidentiality provision of such lending agreement or instrument shall control.
To the extent any Seller has a confidentiality obligation under the provisions
of the Employment Agreement such Seller is entering into in accordance with this
Agreement, the Employment Agreement of such Seller shall control.
Notwithstanding the foregoing, the announcement, description or discussion of
the Transaction and any related matters required to be disclosed in any public
filing shall not be subject to the requirements of this Section 6.15, but shall
be subject to Section 8.4. Notwithstanding anything to the contrary herein, the
parties hereto each authorize each other to disclose the structure and tax
aspects of the Transaction to the extent required by Section 6011 of the Code
and the treasury regulations thereunder in order to

                                       52


avoid the Transaction being deemed to be a "CONFIDENTIAL TRANSACTION" as defined
in such treasury regulations.

          Section 6.15  WAIVER. The Company and each Seller, effective as of the
Closing, waives all terms of, and requirements (including notices) under, the
Company's Organizational Documents, including notices relating to this
Agreement, the Principal Documents and the transactions contemplated hereby and
thereby, to the extent necessary to execute, deliver and perform their
respective obligations pursuant to this Agreement and the Principal Documents
and consents to all actions taken by the parties hereto in connection with the
transactions contemplated hereby and thereby. A copy of this Agreement (or an
excerpt containing this provision) may be filed in the books and records of the
Company to evidence such consents and waivers.

                                   ARTICLE VII

                             COVENANTS OF THE BUYER

          Section 7.1   EQUITY PLANS. The Buyer shall reserve for issuance to
employees of the Buyer and its Subsidiaries under an option plan or restricted
unit plan equity interests of the Buyer representing 8% of the Common Units of
the Buyer issued and outstanding as of the Closing Date (after giving effect to
the full equity investment by CHPIV and its Affiliates to consummate the
Transaction and to pay all fees and expenses associated therewith, whether
funded at or following Closing), all of which interests shall be subject to a
Unit Vesting Repurchase Agreement.

          Section 7.2   9 3/4% NOTES. The Company and the Buyer shall cooperate
in effecting a covenant defeasance under Article IX of the Indenture of the 9
3/4% Notes at Closing and subsequent redemption of the 9 3/4% Notes using the
funds held to effect such covenant defeasance, all in accordance with applicable
Law and the Indenture. The Buyer shall be solely responsible for providing the
funds sufficient to effect such defeasance and redemption and the Buyer or its
counsel shall prepare for execution by the Company or the relevant Subsidiaries
of the Company all documents and instruments necessary to effect the defeasance
and redemption. The Sellers shall have no liability or obligations in respect of
the 9 3/4% Notes after the Closing.

          Section 7.3   FRENCH FACILITY DISPOSITION. If the Buyer or any of its
Subsidiaries receives after Closing, without duplication, any of the
EURO 100,000 of the deferred portion of the Net Disposition Proceeds currently
held in escrow or a restricted account of the Company or any of its Subsidiaries
in respect of the French Facility Disposition, the Buyer shall pay the Sellers
(pro rata in accordance with each Sellers' Percentage Interest) an amount equal
to 50% of such deferred portion to the extent such deferred amount constitutes
Net Disposition Proceeds. If any portion of such deferred proceeds from the
French Facility Disposition is received after Closing and prior to the date on
which any payment is due under Section 2.3(c) hereof, then the amount of such
payment shall, to the extent that it constitutes Net Disposition Proceeds,
either offset the amount of any such payment due to the Buyer under Section
2.3(c) or be added to any payment due to the Sellers under Section 2.3(c). If
any portion of such deferred proceeds from the French Facility Disposition is
received after the date on which payment is due, if any, under Section 2.3(c)
hereof, then such payment shall be made within three Business Days

                                       53


of the receipt of such proceeds by the Buyer or the relevant Subsidiary to the
Sellers (pro rata in accordance with each Sellers' Percentage Interest) in
immediately available funds to an account designated in writing by the Sellers'
Representative to the Buyer.

          Section 7.4   RANKING OF NOTES.

          (a)     The Buyer agrees to add as issuers or guarantors ("NEW
OBLIGORS") to the Promissory Notes and any Contingent Payment Notes, any new
issuers and guarantors under any Indebtedness for borrowed money owing under the
Senior Subordinated Loan Document (as defined in the Promissory Notes) in effect
from time to time and under any unsecured Indebtedness for borrowed money
incurred by the Buyer and/or any of its Subsidiaries in effect from time to time
(other than any intercompany Indebtedness) after the date of issuance of the
Promissory Notes, the obligations of which New Obligors shall be subordinated on
the same basis as the obligations of the issuers and guarantors under the
Promissory Notes and any Contingent Payment Notes are subordinated pursuant to
the Promissory Notes, the Contingent Payment Notes and the Subordinated
Guarantee, as applicable, as of the date hereof; PROVIDED, HOWEVER, that the
obligation to add New Obligors after the date of issuance of the Promissory
Notes shall not apply to any proposed new issuer or guarantor (a) as to which
the Buyer has delivered an opinion of counsel to the Sellers' Representative,
reasonably acceptable to Sellers' Representative, to the effect that adding such
issuer or guarantor under the Promissory Notes and any Contingent Payment Notes
would result in a violation of applicable Law, which in the case of an issuer or
guarantor organized under the laws of the United States shall be limited to a
violation of Law that would not have been a violation of Law on the Closing Date
(it being understood and agreed that the issuance of the Promissory Notes by the
Promissory Note Obligors and the granting of the Subordinated Guarantee in
respect of the Promissory Notes by the CHP IV Bridge Note Guarantors does not
violate any Law as in effect on the Closing Date), (b) that would be required to
be added solely as a result of Indebtedness incurred solely by issuers organized
outside of the United States except to the extent that such obligor guarantees
or otherwise becomes liable in respect to Indebtedness of the Buyer or any of
its Subsidiaries that are organized under the laws of the United States or (c)
to the extent adding such New Obligor which is organized under the Laws of any
jurisdiction outside of the United States would violate any Buyer Credit
Agreement. The Buyer agrees not to make any of its Subsidiaries organized
outside the United States an obligor or guarantor under any unsecured facility
whereby any of it or its Subsidiaries organized in the United States is
primarily obligated unless such obligor or guarantor is added as a New Obligor
under the Promissory Notes and any Contingent Payment Note.

          (b)     The Buyer shall cause any New Obligor which is to become an
issuer of the Promissory Notes and Contingent Payment Notes to execute and
deliver an allonge to such Promissory Notes and Contingent Payment Notes upon
such issuer or guarantor becoming a New Obligor and any New Obligor which is to
become a guarantor of the Promissory Notes and Contingent Payment Notes to
execute and deliver a Subordinated Guarantee (the "SUBORDINATED GUARANTEE"), in
the form of Exhibit M upon such issuer or guarantor becoming a New Obligor.

          (c)     The Buyer shall determine, in its sole discretion whether any
Person who will be added as a New Obligor will be added as an issuer or
guarantor.

                                       54


          Section 7.5   POST-CLOSING NOTIFICATIONS. The Buyer agrees that it
shall, to the extent and in the manner required by applicable Law, cause the
Company or one of its Subsidiaries to make a filing after the Closing with the
French Workers' Council and under the Investment Canada Act, in each case
concerning the Transaction.

          Section 7.6   ADDITIONAL INDEBTEDNESS. So long as any Promissory Note
or Contingent Payment Note remains outstanding, the Buyer shall not and shall
not permit any of its Subsidiaries that is an obligor or guarantor under the
Promissory Notes or any Contingent Payment Note to, directly or indirectly,
create, incur, issue, assume, guarantee or suffer to exist any Indebtedness
which is both subordinate and junior in right of payment to the most junior of
any Senior Indebtedness (as defined in the Promissory Notes) outstanding on the
Closing Date or hereafter incurred and senior in right of payment to the
Promissory Notes and any Contingent Payment Notes.

          Section 7.7   REDEMPTION. So long as any Promissory Note or Contingent
Payment Note remains outstanding, the Buyer shall not and shall not permit any
of its Subsidiaries to redeem or purchase any of the equity interests of the
Buyer other than such interests held by current or former employees of the Buyer
or any of its Subsidiaries, except to the extent that contemporaneously with any
such redemption the Buyer causes the Promissory Note Obligors to prepay, on a
pro rata basis, a percentage of the then outstanding principal of each
Promissory Note and any Contingent Payment Note and accrued and unpaid interest
thereon equal to the percentage of the issued and outstanding equity interests
of the Buyer held by the holder of such equity interests so redeemed.

          Section 7.8   AFFILIATE TRANSACTIONS. So long as any Promissory Note
or Contingent Payment Note remains outstanding, the Buyer shall not and shall
not permit any of its Subsidiaries to, directly or indirectly, conduct any
business or enter into any transaction or series of similar transactions with
any Affiliate thereof unless the terms thereof are as favorable to the Buyer or
the relevant Subsidiary of the Buyer in all material respects, as terms that
would be obtainable at the time for a comparable transaction or series of
similar transactions in arm's length dealings with a Person which is not an
Affiliate; provided, however, that the restrictions set forth in this Section
7.8 shall not apply to (a) the Management Agreement, (b) to the issuance of any
equity securities (or securities convertible into or exerciseable or
exchangeable for equity securities of the Buyer or any of its Subsidiaries) by
the Buyer or any of its Subsidiaries (including any Indebtedness that is
convertible or exerciseable into or exchangeable for equity of any of the Buyer
or any of its Subsidiaries under any Financing Document), (c) any transaction
among the Buyer and its Subsidiaries, (d) any employment arrangements with any
employee of the Buyer and/or any of its Subsidiaries and (e) or any agreement,
event or transaction to effect the Transaction, including the provision of debt
and equity financing or the payment of any fees, expenses or costs associated
with effecting the Transaction. Solely for purposes of this Section 7.8, the
definition of "Affiliate" shall have the meaning ascribed thereto in the
Promissory Notes.

          Section 7.9   MANAGEMENT AND ADVISORY FEES. During any period in which
principal or interest is overdue under any Promissory Note or Contingent Payment
Note, the Buyer shall not and shall not permit any of its Subsidiaries to make
any payment of management, advisory or similar fees to any member of the Castle
Harlan Group including, but not limited to, any fees associated with the
Management Agreement or otherwise.

                                       55


                                  ARTICLE VIII

                     COVENANTS OF THE BUYER AND THE SELLERS

          The parties hereto agree that:

          Section 8.1   NOTICES OF CERTAIN EVENTS. Each of the Buyer and the
Sellers shall promptly notify the other in writing following the receipt of any
notice or other communication from any Governmental Entity or any Person in
connection with the transactions contemplated hereby or of any fact, change in
condition, circumstance, action, suit, claim or proceeding commenced, or to its
knowledge threatened, against it which relates to or seeks to prohibit the
consummation of the transactions contemplated hereby or in any breach of a
representation, warranty or covenant or which could reasonably be anticipated to
have the effect of making any of the representations and warranties false or
misleading in any respect.

          Section 8.2   RESERVED.

          Section 8.3   RESERVED.

          Section 8.4   PUBLIC ANNOUNCEMENT. The Buyer, the Company and the
Sellers' Representative shall consult with each other before issuing any press
release or making any public statement or filing with respect to the Transaction
and, except as may be required by applicable Law or any listing agreement with
any securities exchange (in which case the party required to make the release or
statement shall allow the other party reasonable time to comment on such release
or statement in advance of such issuance), shall not issue any such press
release or make any such public statement unless the text of such statement
shall first have been reasonably agreed to by the parties (not to be
unreasonably withheld or delayed).

          Section 8.5   FILING OF RETURNS AND PAYMENT OF TAXES. (a) The Sellers
shall, at their own expense, timely prepare and file with the appropriate Tax
Authorities all Tax Returns of the Company (but not its Subsidiaries) that
relate to any Pre-Closing Period of the Company, and the Sellers shall timely
pay all Pre-Closing Taxes due with respect to such Tax Returns, except in each
case (i) to the extent that any Pre-Closing Taxes were (or will be) treated as a
liability in the determination of the Final Adjusted Working Capital and (ii)
for any Buyer Taxes. The Buyer shall at its own expense, timely prepare and file
with the appropriate Tax Authorities all Tax Returns of the Company, each other
Subsidiary of the Buyer and each Affiliated Group not required to be prepared
and filed by the Sellers. The Buyer shall timely pay all Taxes due with respect
to the Tax Returns not filed by the Sellers. For any Tax Return not filed by the
Sellers in respect of any Pre-Closing Period or any Straddle Period, (i) the
Buyer shall prepare such Tax Returns on a basis consistent with the practices of
the Company or its Subsidiaries prior to the Closing, as applicable, (ii) the
Buyer shall furnish such Tax Return to the Sellers' Representative for its
approval and consent to file (which approval and consent shall not be
unreasonably withheld or delayed) at least 30 days prior to the due date for
filing such Tax Returns, and, if such Tax Return relates to a Straddle Period,
such Tax Return shall be accompanied by a calculation of the portion of any Tax
due in respect of the period covered by such Tax Return that constitutes an
Interim Period Tax and (iii) the Sellers shall pay to the Buyer (pro rata in
accordance with each Seller's Percentage Interest in accordance with
Section 8.7(b)),

                                       56


the amount of Tax determined to be due by reason of the approval of such amount
by the Sellers' Representative or by resolution by the Independent Auditor, as
described below, in connection with filing such Tax Returns (in the case of a
Tax Return relating to a Pre-Closing Period) or the amount of Interim Period Tax
due in connection with filing such Tax Return (in the case of a Tax Return
relating to a Straddle Period), other than Buyer Taxes, at least one Business
Day prior to such due date except to the extent that such Tax was included as a
liability in the determination of Final Adjusted Working Capital. If Sellers'
Representative objects to any Tax Return or any calculation of Interim Period
Taxes provided by Buyer pursuant to the preceding sentence, it shall deliver a
written notice to Buyer specifying in reasonable detail the nature of any
objection not less than 10 days prior to the due date of such Tax Return. If
Buyer and Sellers' Representative are unable to resolve all such objections
within 10 days, any remaining dispute will be submitted to the Independent
Auditor for resolution. In the event that the Independent Auditor resolves all
disputes presented to it entirely in the manner proposed by the Buyer or the
Seller's Representative, as the case may be, the fees and expenses of the
Independent Auditor and, in the event the dispute resolution process results in
any Tax Return not being filed in a timely manner, any penalties and interest
resulting from the late filing, shall be paid by the other party (with respect
to the Sellers, pro rata in accordance with their Percentage Interests in
accordance with Section 8.7(b)). In all other events, the fees and expenses of
the Independent Auditor shall be shared (with respect to the Sellers, pro rata
in accordance with their Percentage Interests in accordance with Section 8.7(b))
in the same proportion that the Sellers' Representative position, on the one
hand, and the Buyer's position, on the other hand, initially presented to the
Independent Auditor bears to the final resolution as determined by the
Independent Auditor. To the extent allowable under the relevant Tax laws in each
jurisdiction in which a Tax Return must be filed, the Sellers and the Buyer
agree to cause the Company and each Subsidiary of the Company as of immediately
prior to the Closing and without giving effect to the Brink Acquisition or the
Ancillary Transactions to close its books for Tax purposes and to file any Tax
Returns in a manner that does not give rise to a Straddle Period.

          (b)     The Sellers, the Company and the Buyer shall reasonably
cooperate, and shall cause their respective Affiliates reasonably to cooperate,
in preparing and filing all Tax Returns and making or consenting to all
appropriate claims and elections, including maintaining and making available to
each other all records necessary in connection with all Taxable Periods. The
Buyer and the Sellers recognize that the Sellers will need access, from time to
time, after the Closing Date, to certain accounting and Tax records and
information held by the Buyer and its Subsidiaries to the extent such records
and information pertain to events occurring prior to the Closing Date. Without
limiting Section 6.4, the Buyer agrees, and agrees to cause its Subsidiaries
after the Closing Date, (i) to retain and maintain such records in accordance
with its practice for maintaining Tax records in respect of Taxable Periods in
respect of which it is responsible for any Tax liability arising herein, and
(ii) to allow the Sellers and their agents and representatives (and agents or
representatives of any of their Affiliates), at times and dates mutually
acceptable to the parties, to inspect, review and make or arrange to make copies
of such records as the Sellers reasonably deem necessary or appropriate from
time to time, such activities to be conducted during normal business hours and
at the Sellers' expense.

          Section 8.6   TAX REFUNDS. Except for input tax credits received or
receivable by the Company and its Subsidiaries pursuant to Part IX of the Excise
Tax Act (Canada) or equivalent provincial legislation, any Tax refunds, or the
amount of any credits to the tax liability

                                       57


of the Buyer or any of its Subsidiaries ("TAX ASSET") or portions of Tax Assets,
that are received by the Buyer, by the Company or by any other Subsidiary of the
Buyer, and that relate to Pre-Closing Periods or Interim Periods of the Company
or any of the Buyer's other Subsidiaries shall be paid to the Sellers'
Representative (who shall distribute such amount to the Sellers pro rata in
accordance with their Percentage Interests) except to the extent any such refund
was treated as an asset in the determination of Final Adjusted Working Capital.
The Buyer shall, if the Sellers so request and at the Sellers' expense, file or
cause the Company or any other Subsidiary of the Buyer to file for and obtain
any amounts to which the Sellers are entitled under this Section 8.6. The Buyer
shall permit the Sellers to control the prosecution of any such refund claim
and, where reasonably requested by such Sellers, shall authorize or cause one or
more of its Subsidiaries to authorize by appropriate powers of attorney such
persons as such Sellers shall designate to represent such Subsidiary of the
Buyer with respect to such refund claim; PROVIDED, that Sellers shall pay and
indemnify and hold the Buyer and its Affiliates harmless from and against any
Tax for which the Buyer or its Affiliates are not otherwise indemnified
hereunder and that would not have been incurred but for the prosecution of such
claim. The Buyer shall pay over to the Sellers' Representative (who shall
distribute such amount to the Sellers pro rata in accordance with their
Percentage Interests) any such refund amounts, plus any interest actually
received with respect to such refund, net of any liability of the Buyer or any
Subsidiary of the Buyer for Taxes attributable to such refund and any
out-of-pocket fees and expenses incurred by the Buyer or any Affiliate thereof
in connection with securing or obtaining such refund, and any other amount due
from Sellers under this Agreement within five (5) days after receipt thereof by
the Buyer, the Company or any other Subsidiary of the Buyer.

          Section 8.7   TRANSFER TAXES.

          (a)     All transfer, documentary, sales, use, registration and other
such Taxes, and any penalties, interest and additions to such Taxes, that are
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid one-half by the Buyer and one-half by the Sellers (pro rata
in accordance with their Percentage Interests in accordance with Section
8.7(b)). The Buyer and the Sellers shall be jointly responsible for the filing
of all returns, reports and forms that may be required in connection therewith
(including expenses incurred to prepare such returns, reports and forms).

          (b)     In the case of any payment from the Sellers to the Buyer under
Sections 8.5, 8.6, or 8.7, the Buyer and the Sellers agree that such payment
shall be applied first against the available funds held in escrow under the
Escrow Agreement. In such case, the Buyer and the Seller's Representative shall
deliver a joint written instruction to the escrow agent under the Escrow
Agreement within two Business Days of the final determination made under such
sections to distribute such funds to the Buyer.

          Section 8.8   NOTICE OF AUDIT. If either party hereto receives any
written notice from any Taxing Authority proposing an adjustment to any Tax for
which any other party hereto may be obligated to indemnify under this Agreement,
such party shall give prompt written notice thereof to the other that describes
such proposed adjustment in reasonable detail.

          Section 8.9   DIRECTORS' AND OFFICERS' INDEMNIFICATION.

                                       58


                  (a)   The provisions of the Organizational Documents of the
Company and each of the Subsidiaries, as of immediately prior to the Closing
Date concerning the limitation or elimination of liability and indemnification
of directors and officers shall not be amended in any manner that would
adversely affect the rights thereunder of any Person that is as of the day
immediately prior to the Closing Date an officer or director of the Company or
of any such Subsidiary. In addition to the foregoing, from and after the Closing
Date, the Buyer shall indemnify, hold harmless and defend each person who is a
current or former officer or director of the Company or any of its Subsidiaries
against all Losses or expenses (including attorneys' fees) arising out of or
relating to acts or omissions (or alleged acts or omissions) by them in their
capacities as such, which acts or omissions occurred at or prior to the Closing.
To the maximum extent permitted by applicable Law, the indemnification and
related rights hereunder shall be mandatory rather than permissive, and the
Buyer shall promptly advance expenses in connection with such indemnification to
the fullest extent permitted under applicable Law.

                  (b)   For a period of six years commencing from the Closing
Date, the Buyer shall maintain officers' and directors' liability insurance
covering the persons who are as of the date immediately prior to the Closing
Date covered by the Company's (and any Subsidiary's) officers' and directors'
liability insurance policies with respect to actions and omissions occurring
prior to the Closing Date, on terms which are no less favorable to such persons
than the terms of such current insurance in effect by the Company and its
Subsidiaries on the date hereof; PROVIDED, HOWEVER, that in no event shall the
Buyer or any of its Subsidiaries be obligated to pay aggregate annual premiums
greater than 200% of the aggregate annual premiums paid or payable for the 2002
calendar year; PROVIDED, FURTHER, that if the aggregate annual premium for such
coverage and amount of insurance would exceed 200% of such annual rate, the
Company and/or one more of the other Subsidiaries of the Buyer shall provide the
greatest coverage which shall then be available at an aggregate annual premium
equal to 200% of such rate.

                  (c)   The provisions of this Section are (i) intended to be
for the benefit of each Person entitled to indemnification hereunder, and each
such Person's heirs, legatees, representatives, successors and assigns, and (ii)
in addition to, and not in substitution for, any other rights to indemnification
or contribution that any such Person may have by contract or otherwise.

          Section 8.10  GIBBS LITIGATION PROCEDURES.

          (a)     COLLATERAL FOR GIBBS LITIGATION OBLIGATION.

                  (i)   COLLATERALIZING GIBBS LETTER OF CREDIT. On the Closing
     Date, the Sellers shall cash collateralize the existing letter of credit
     issued in connection with the Gibbs Litigation (as may be modified,
     substituted or replaced in accordance with the terms of this Section 8.10,
     the "GIBBS LETTER OF CREDIT") for an amount equal to $9,000,000. Such
     amount shall be deposited by the Buyer on the Closing Date in accordance
     with Section 2.2(d)(ii), on behalf of Gibbs/AAS, LLC, a Delaware limited
     liability company, all of the fully-diluted equity interests of which are
     owned directly by the Sellers ("GIBBS LLC"), with the Cash Collateral Bank
     in a corporate trust account in the name and under the sole dominion and
     control of Gibbs LLC (the "GIBBS CASH

                                       59


     COLLATERAL ACCOUNT"). The Gibbs Cash Collateral Account shall be held by
     the Cash Collateral Bank subject to the terms of an escrow agreement, dated
     as of the date hereof, among the Cash Collateral Bank, the Buyer and Gibbs
     LLC, in the form attached hereto as Exhibit N (the "GIBBS ESCROW
     AGREEMENT"). The Gibbs Escrow Agreement and all other agreements and
     instruments governing the Gibbs Cash Collateral Account shall be in form
     and substance reasonably satisfactory to the Buyer and the Sellers'
     Representative.

                  (ii)  CONTINUING SECURITY FOR GIBBS LITIGATION. The Gibbs Cash
     Collateral Account and any other cash or other security established to
     secure the Gibbs Letter of Credit in accordance with Section 8.l0 and the
     obligations of the Sellers to indemnify the Buyer and its Affiliates for
     all Losses arising from the Gibbs Litigation in accordance with the terms
     hereof shall be treated as follows:

                              (A)  In the event that a court of competent
jurisdiction issues a final non-appealable order (x) that mandates an increase
in the face amount of the Gibbs Letter of Credit, then the Buyer and the
Sellers' Representative shall cooperate in making documentary and other
administrative arrangements with the Cash Collateral Bank to increase the face
amount of the Gibbs Letter of Credit and each Seller shall promptly in
compliance with any determination of such court make a payment (pro rata in
accordance with each Sellers' Percentage Interest) to the Gibbs Cash Collateral
Account of the increased amount required by such court plus the out-of-pocket
fees and expenses of the Buyer and its Affiliates associated with compliance
with this clause (x) or (y) that the Gibbs Letter of Credit may be reduced, then
the Buyer and the Sellers' Representative shall use commercially reasonable
efforts to cause the Cash Collateral Bank to reduce the face amount of the Gibbs
Letter of Credit and to reduce by a corresponding amount the amounts held in the
Gibbs Cash Collateral Account by the amount provided in such order and
distribute the same to Gibbs LLC, less any amount of Losses incurred by the
Buyer and its Affiliates that had not been previously paid or reimbursed by the
Sellers, which amount shall be distributed to the Company concurrently with the
distribution to Gibbs LLC.

                              (B)  In the event at any time the Gibbs Letter of
Credit expires by its terms and any form of security continues to be required to
be posted by the Company to permit the continued appeal of the Gibbs Litigation,
the Buyer and the Sellers' Representative shall either extend the then existing
Gibbs Letter of Credit or replace or substitute the Gibbs Letter of Credit with
a new letter of credit issued by another financial institution reasonably
acceptable to the Buyer and Sellers' Representative; PROVIDED substantially the
same security arrangements and other escrow arrangements provided to the Cash
Collateral Bank and the Buyer with respect to the Gibbs Collateral Account on
the Closing Date shall be in effect with respect to any such replacement letter
of credit or other form of security.

                              (C)  If at any time no form of security or bond is
required to be posted by the Company (including, without limitation, in
connection with any remand or further appeal of the Gibbs Litigation) in
connection with the Gibbs Litigation and at such time the Gibbs Litigation has
not been finally resolved pursuant to a final non-appealable judgment of a court
of competent jurisdiction or by a final settlement of the Gibbs Litigation in
accordance with Section 8.10(b), the Buyer and the Sellers' Representative shall
cause an amount

                                       60


of cash remaining in the Gibbs Cash Collateral Account equal to the full amount
then remaining in dispute by the defendants/cross appellees in the Gibbs
Litigation at such time (including attorneys' fees claimed by such
defendants/cross appellees and pre and post judgment interest), together with
the costs, fees and expenses (including the Company's attorneys' fees) estimated
to be incurred in connection with further proceedings in the Gibbs Litigation,
as agreed upon in good faith by the Buyer and the Sellers' Representative, to be
deposited in an account of the Cash Collateral Bank, as escrow agent, to be held
in escrow pursuant to an escrow agreement with provisions that, subject to the
different purposes therefor, are substantially the same as the Escrow Agreement
(the "NEW GIBBS ESCROW AGREEMENT"). Without limiting the foregoing, the New
Gibbs Escrow Agreement shall provide that, other than the payment of fees,
expenses and costs of the escrow agent, (i) the cash so deposited shall be used
solely to pay or reimburse the Buyer and its Affiliates for any Losses arising
from the Gibbs Litigation, (ii) the cash so deposited may not be used for any
other purpose, by way of set-off or otherwise to satisfy any other obligations
of the Sellers to the Buyer and its Affiliates under this Agreement or the
Principal Documents and (iii) the term of the Gibbs Escrow Agreement shall
expire only after the Gibbs Litigation has been finally resolved pursuant to a
final non-appealable judgment of a court of competent jurisdiction or by a final
settlement of the Gibbs Litigation in accordance with Section 8.10(b) and all
Losses arising from the Gibbs Litigation have been paid by the Sellers or
reimbursed by the Sellers to the Buyer and its Affiliates. The balance of the
funds from the Gibbs Cash Collateral Account that have not been deposited into
escrow pursuant to this Section 8.10(a)(ii)(C) shall be distributed to Gibbs
LLC. In the event the Cash Collateral Bank is unwilling to serve as escrow agent
or to use the form of Escrow Agreement, as modified hereby, for such purpose,
the escrow agent shall be US Bank or such other financial institution reasonably
acceptable to the Buyer and the Sellers' Representative that agrees to serve in
such capacity and to use the form of Escrow Agreement, as so modified.

                              (D)  Subject to Section 8.10(a)(ii)(C), the
Sellers' Representative shall have the right to modify, substitute or replace
the Gibbs Letter of Credit upon the entry of a final, non-appealable order of a
court of competent jurisdiction specifically and expressly authorizing such
modification, substitution or replacement and so long as such modification,
substitution or replacement does not (i) reduce the Gibbs Letter of Credit, as
so modified, substituted or replaced, to an amount less than the judgment
(including attorneys' fees claimed by the defendants/cross appellees) entered in
the Gibbs Litigation, plus the amount of accrued pre-judgment and post-judgment
interest, as in effect from time to time, through the date of modification,
substitution or replacement, (ii) affect the obligations of the Sellers to be
responsible for all Losses arising in connection with the Gibbs Litigation or
(iii) violate any of the other provisions of this Section 8.10.

                              (E)  Any release of funds from the Gibbs Cash
Collateral Account , from the Gibbs Escrow Agreement or from any other source
designed to secure the Sellers' obligations to the Buyer and its Affiliates
arising from the Gibbs Litigation shall not, and shall not be deemed to,
constitute a release of the Sellers' indemnification obligations under Section
9.2(a)(iii).

                              (F)  The Buyer and the Sellers' Representative
shall cooperate to cause the Cash Collateral Bank (or any other financial
institution issuing a replacement or substitute to the Gibbs Letter of Credit)
to be granted a first priority perfected

                                       61


security interest in the Gibbs Cash Collateral Account (or any comparable
account established for the benefit of any financial institution issuing the
Gibbs Letter of Credit) to secure the obligation of Gibbs LLC to satisfy any
draw on the Gibbs Letter of Credit.

                              (G)  The Buyer and the Sellers' Representative
agree that they have not permitted and shall not permit, and the Sellers'
Representative agrees that it has not permitted and shall not permit Gibbs LLC,
the Gibbs Cash Collateral Account or any other security for the Sellers'
obligations in respect of the Gibbs Litigation to be subject to any Lien other
than as provided in the immediately preceding clause (F), by operation of Law or
in favor of the Buyer or any of its Affiliates. For the avoidance of doubt, in
no event shall the Gibbs Cash Collateral Account or any other security for the
Sellers' obligations in respect of the Gibbs Litigation be the subject of a Lien
in favor of the holders of Indebtedness of the Buyer or any of its Affiliates.

                              (H)  Sellers shall not permit any Lien to exist on
any of the equity interests or assets of Gibbs LLC, except as provided in
Section 8.10(a)(i) or by operation of Law, and shall not permit Gibbs LLC to
assign, directly or indirectly, any of its rights under any agreement or
instrument governing or relating to the Gibbs Cash Collateral Account or any
other form or security established to secure the Sellers' obligations with
respect to the Gibbs Litigation.

          (b)     ADMINISTRATION. The Sellers' Representative shall control and
direct the defense (including any appeal of the trial court's judgment) of the
Gibbs Litigation, agree to a settlement or abandon the appeal thereof, at the
sole cost and expense of the Sellers; PROVIDED, HOWEVER, that none of the Buyer
nor any of its Subsidiaries shall be required to take (or refrain from taking)
any action in connection with the Gibbs Litigation if the Buyer reasonably
believes that taking (or refraining from taking) such action would cause (i) the
Buyer, the Company or any of their respective Subsidiaries to incur any fee,
cost or expense against which the Buyer and its Affiliates are indemnified
pursuant to Section 9.2(a)(iii) hereof that would not be reimbursed by the
Sellers through a cash payment or drawdown on the Gibbs Letter of Credit or
otherwise, (ii) without the consent of the Buyer (which consent shall not be
unreasonably withheld or delayed), any harm to the Buyer or any of its
Subsidiaries or any of their respective employees, members, shareholders,
customers or suppliers. In addition, the Seller's Representative shall not be
entitled to agree to any settlement of the Gibbs Litigation, on behalf of the
Company, without the Buyer's consent, that would (x) not result in a full,
complete and unconditional release of the Company, its Subsidiaries and such
Affiliates, employees, officers, directors and other representatives of the
Company and its Subsidiaries, in each case before giving effect to the
Transaction, as are customary for releases granted in comparable circumstances
or (y) impose any condition, obligation, limitation or restriction on the
business, assets or operations of the Buyer, any of its Subsidiaries or any of
their respective employees, members, shareholders, customers or suppliers.
Notwithstanding the foregoing provisions of this Section 8.10(b), neither the
Buyer nor any of its Subsidiaries (A) shall settle the Gibbs Litigation or (B)
except as provided in Section 8.10(a), take any action with respect to the Gibbs
Litigation that is not required by applicable Law, in each case without the
prior written consent of the Sellers' Representative.

                                       62


          Section 8.11  CZECH COMPETITION ACT FILING. The Buyer undertakes not
to determine and/or influence the competitive behaviour of SportRack, s.r.o.
("SPORTRACK CZECH"), in particular by the execution of voting rights attached to
the holding of interests, shares or co-operative member's shares or otherwise
acquired control, prior to date on which approval of the concentration by the
Czech Antitrust Office takes effect (the "CZECH APPROVAL"). The Buyer shall use
its best efforts after Closing, to ensure that, until the Czech Approval is
obtained, SportRack Czech will continue to conduct its business in the ordinary
course consistent with past practice and will refrain from any activity that is
intended to result in a material decrease in the value of SportRack Czech or in
a material deterioration of the market position of SportRack Czech.

                                   ARTICLE IX

                          SURVIVAL AND INDEMNIFICATION

          Section 9.1   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties in this Agreement (a) set forth in Sections 3.1,
3.2, 4.2, 4.3, 4A.1, 5.1 and 5.2 shall survive the Closing indefinitely, (b) set
forth in Sections 4.10 and 4.13 shall survive the Closing until the fourth
anniversary of the Closing Date, and (c) set forth in any other section of this
Agreement, shall survive the Closing until June 30, 2004. The indemnification
hereunder with respect to the matters identified (i) in clauses (a), (c) and (d)
of the Seller Scheduled Indemnifiable Liabilities shall survive the Closing
until the fourth anniversary of the Closing Date, (ii) in clause (b) of the
Seller Scheduled Indemnifiable Liabilities shall survive the Closing until the
sixth anniversary of the Closing Date and (iii) in the Buyer Scheduled
Indemnifiable Liabilities shall survive the Closing indefinitely.
Notwithstanding anything herein to the contrary, no limitation under this
Section 9.1 shall preclude any claim for any matter as to which any Indemnified
Party has provided written notice (together with an explanation of the alleged
breach and the circumstances thereof) to the Indemnifying Party on or before the
expiration of the survival period specified herein.

          Section 9.2   INDEMNIFICATION BY THE SELLERS.

          (a)     REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY.
Subject to the limitations set forth in this Agreement, each Seller shall,
severally and not jointly, in accordance with his, her or its Percentage
Interest, indemnify and hold harmless the Buyer and its Affiliates from and
against any and all claims, losses, damages, liabilities, deficiencies,
obligations or expenses; but, for the avoidance of doubt (x) excluding claims
for punitive damages, lost profits or any claim based upon any multiplier of the
Company's earnings before interest, tax, depreciation or amortization (including
any deficiency in Adjusted Consolidated EBITDA) or any similar valuation metric,
of the Company or any of its Subsidiaries and (y) including incidental and
consequential damages and reasonable third-party legal fees and expenses
(collectively, "LOSSES"), to the extent arising or resulting from any of the
following: (i) any breach or inaccuracy of any representation or warranty made
by the Company in Article IV of this Agreement or in any officer's certificate
delivered by the Company to the Buyer for purposes of consummation of the
Transaction at or prior to the Closing (other than pursuant to Section 10.3(m)
hereof), (ii) any breach prior to the Closing of any covenant made by the
Company in this Agreement, (iii) any Losses directly arising from or related to
the Gibbs Litigation, (iv) any

                                       63


Losses directly arising from or related to the G3.0 Model Recall, (v) any Losses
directly arising from or related to the Seller Scheduled Indemnifiable
Liabilities and (vi) one-half of any Tax imposed on AAS Holdings in respect of
the Brink Acquisition pursuant to Section 2.1(b) hereof, it being agreed that
for purposes of calculating such Tax, the aggregate adjusted Tax basis of AAS
Holdings in the Brink Securities shall be equal to the Brink Equity
Consideration.

          (b)     REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS.
Subject to the limitations set forth in this Agreement, each Seller shall
indemnify and hold harmless the Buyer and its Affiliates (including, from and
after the Closing, the Company, SportRack, Brink International and the other
Subsidiaries of the Buyer) from and against any and all Losses, to the extent
arising or resulting from any of the following: (i) any breach or inaccuracy of
any representation or warranty made by such Seller as to such Seller in any
Principal Document or in Articles III and IIIA of this Agreement, (ii) any
breach of any covenant made by such Seller as to such Seller in this Agreement,
in any Principal Document, or in any certificate delivered by such Seller and
(iii) the escrow agent under the Escrow Agreement enforcing against the Buyer
the obligations of such Seller that is a Designated Seller under the Escrow
Agreement.

          Section 9.3   INDEMNIFICATION BY THE BUYER AND THE COMPANY. Subject to
the limitations set forth in this Agreement, the Buyer shall indemnify, defend
and hold harmless the Sellers and their Affiliates from and against any and all
Losses, to the extent arising or resulting from any of the following: (a) any
breach or inaccuracy of any representation or warranty made by the Buyer in this
Agreement, by the Buyer or any of its Subsidiaries in this Agreement or in any
Principal Document or in any officer's certificate delivered by the Buyer at or
prior to the Closing, (b) any breach prior to the Closing of any covenant made
by Buyer in this Agreement or in any Principal Document, (c) any breach of any
covenant to be performed after Closing by the Buyer or any of its Subsidiaries
under this Agreement or in any Principal Document, (d) one-half of any Tax
imposed on AAS Holdings in respect of the Brink Acquisition pursuant to Section
2.1(b) hereof, it being agreed that for purposes of calculating such Tax, the
aggregate adjusted Tax basis of AAS Holdings in the Brink Securities shall be
equal to the Brink Equity Consideration; (e) any Buyer Taxes and any unpaid
Post-Closing Taxes of the Buyer and its Subsidiaries, including, without
limitation, any such Post-Closing Taxes resulting from the repayment of
intercompany debt after the occurrence of the Closing and (f) any Losses
directly arising from or related to the Buyer Scheduled Indemnifiable
Liabilities.

          Section 9.4   INDEMNIFICATION PROCEDURES.

          (a)     Except as otherwise provided in this Agreement, if any party
entitled to indemnification under this Article IX (the "INDEMNIFIED PARTY")
receives written notice of the commencement of any action or proceeding or the
assertion of any claim by a third party or the imposition of any penalty or
assessment for which indemnity may be sought under this Article IX, other than
any such action, proceeding or claim relating to any Tax Claim (a "THIRD PARTY
CLAIM"), and such Indemnified Party intends to seek indemnity pursuant to this
Article IX, the Indemnified Party shall within 10 Business Days provide the
other party which is required to provide indemnification under this Article IX
(the "INDEMNIFYING PARTY") with written notice of such Third Party Claim. The
Indemnifying Party shall be entitled to participate in or, at its, his or her
option, assume the defense, appeal or settlement of such Third Party Claim. Such
defense or settlement shall be conducted through counsel selected by the
Indemnifying Party and

                                       64


approved by the Indemnified Party, which approval shall not be unreasonably
withheld or delayed, and the Indemnified Party shall fully cooperate with the
Indemnifying Party in connection therewith. In the event that the Indemnifying
Party fails to assume the defense or settlement of any Third Party Claim within
10 Business Days after receipt of written notice thereof from the Indemnified
Party, the Indemnified Party shall have the right to undertake the defense,
appeal or settlement of such Third Party Claim at the expense and for the
account of the Indemnifying Party.

          (b)     The Indemnifying Party shall not settle any Third Party Claim
the defense or settlement of which is controlled by it without the Indemnified
Party's prior written consent (which consent shall not be unreasonably withheld
or delayed), unless the terms of such settlement or compromise release such
Indemnified Party from any and all liability with respect to such Third Party
Claim and would not result in any Loss for which the Indemnified Party is not
indemnified hereunder. Notwithstanding the foregoing provisions of this Section
9.4, the indemnification procedure for a Tax Claim shall be as set forth in
Section 9.7.

          (c)     Each Indemnified Party shall use commercially reasonable
efforts to, and, in the case of the Buyer, to cause its Subsidiaries to,
cooperate with each Indemnifying Party and its representatives to assist each
such Indemnifying Party and its representatives (at any out of pocket expense of
each such Indemnifying Party) in responding to or defending any Third Party
Claim. Neither party shall directly or indirectly report to any third party
(other than such party's consultants, advisors and representatives or any
counterparty in any transaction where such reporting is customary or advisable)
any matter that could constitute a Claim except for reports (i) to third parties
in the ordinary course of business, (ii) pursuant to any agreement of the Buyer
or any of its Subsidiaries entered into in good faith relating to financings,
including the Buyer Credit Agreements or (iii) that such party believes in good
faith is required to be reported in accordance with applicable Law. The
Indemnified Party shall use commercially reasonable efforts to notify and
consult with the appropriate representative of any Indemnifying Party prior to
making any such report under clause (iii) in the immediately preceding sentence.
For avoidance of doubt, no Indemnifying Party shall be required to indemnify the
Indemnified Party to the extent that any breach (whether by act or omission) of
any provision of this Section 9.4 increases the Indemnifying Party's liability
under this Article IX. If the Buyer or any of its Affiliates shall be an
Indemnified Party, its delivery of any notice or other communication to, or its
consultation or cooperation with, the Sellers' Representative with respect to
any Claim arising under Section 9.2(a) shall satisfy any requirement of the
Buyer or any of its Affiliates to provide notice to, assist, or communicate,
consult or cooperate with, all Indemnifying Parties.

          Section 9.5   ADDITIONAL INDEMNITY PROVISIONS.

          (a)     The Sellers shall not have any liability under
Section 9.2(a)(i) or, subject to Section 9.5(t), Section 9.2(a)(v) unless the
aggregate Losses suffered by the Buyer and its Affiliates under both such
Sections exceeds $1,750,000 (the "THRESHOLD AMOUNT") and then the Sellers shall
be liable for all such Losses without regard to such Threshold Amount;

          (b)     The Buyer shall not have any liability under Section 9.3(a)
unless the aggregate Losses suffered by the Sellers and their Affiliates
thereunder exceeds the Threshold

                                       65


Amount and then the Buyer shall be liable for all such Losses without regard to
such Threshold Amount;

          (c)     No Loss arising from any Claim against the Sellers under
Section 9.2(a)(i) or, subject to Section 9.5(t), Section 9.2(a)(v) shall be
applied against or counted toward the Threshold Amount and no Loss arising from
any Claim against any Seller under Section 9.2(b)(i) shall be recoverable unless
such Loss exceeds, in each individual instance, $45,000 (with Losses arising out
of the same or related set of circumstances being aggregated) (the "DE MINIMUS
AMOUNT");

          (d)     No Loss arising from any Claim against the Buyer under
Section 9.3(a) shall be applied against or counted toward the Threshold Amount
unless such Loss exceeds in each individual instance the De Minimus Amount (with
Losses arising out of the same or related set of circumstances being
aggregated);

          (e)     In determining the existence of a breach of a representation
or warranty by any of the Company, the Buyer or the Sellers that would give rise
to an indemnifiable Loss under any of Sections 9.2(a)(i), 9.2(b)(i) or 9.3(a),
all representations and warranties of the Company, the Buyer and the Sellers
shall be read as though they were not qualified by any materiality, Material
Adverse Effect or comparable qualifications set forth in any such representation
or warranty, except for any such qualifications that directly relate to the
scheduling, furnishing or availability of reports, documents or written
agreements;

          (f)     The aggregate liability of Sellers under Section 9.2(a)(i) and
Section 9.2(a)(v) shall not exceed in the aggregate the amounts held under the
Escrow Agreement, the Contingent Payment Amount, to the extent earned or due
(including amounts payable under any Contingent Payment Note (by setoff thereto
or repayment to the Promissory Note Obligors), amounts payable under the
Promissory Notes (by set off thereto or repayment to the Promissory Note
Obligors), and shall also include an additional $10 million for purposes of the
indemnification under (i) Section 9.2(a)(i) as it relates to breaches of the
representations and warranties made by the Company under Sections 4.10 and 4.13
and (ii) Section 9.2(a)(v); PROVIDED, HOWEVER, that the parties agree that
recoveries against the Rollover Sellers for their Percentage Interest of such
additional $10 million may, at the option of the Rollover Sellers, be satisfied
exclusively by such Rollover Seller delivering to the Buyer (or its designee),
free and clear of all Liens, New Units, if any, and/or New Options having a Fair
Value (after, for the avoidance of doubt, the deduction of the exercise price
for any such New Options so delivered) as of the date such New Units and/or New
Options are so delivered equal to such Rollover Seller's Percentage Interest of
any Claim for such additional $10 million; PROVIDED, FURTHER, HOWEVER, that any
Rollover Seller may make such payment to the Buyer in cash in lieu of New Units
and/or New Options upon prior written notice to the Buyer;

          (g)     (i) The Buyer and its Affiliates shall not make a claim
against the amounts held under the Escrow Agreement or such additional $10
million referred to in Section 9.5(f) until the Contingent Payment Amount
(solely to the extent earned by the Sellers under Section 2.4 hereof) and the
amounts payable under the Promissory Notes and Contingent Payment Notes are
fully offset or paid, unless such claim involves a Loss relating to a monetary
payment or expense, in which case the Buyer will be permitted to make a claim
against funds held under the

                                       66


Escrow Agreement first and then, if applicable, the additional $10 million
referred to in Section 9.5(f) before being required to pursue recovery against
the Promissory Note and any Contingent Payment Amount (solely to the extent
earned by the Sellers under Section 2.4 hereof); (ii) the Buyer and its
Affiliates shall not make a claim against the amounts held under the Escrow
Agreement for Losses arising under Section 9.2(b) and (iii) except as provided
in clause (i) above, the Buyer shall be entitled to make a claim against any of
the amounts held under any of the Escrow Agreement, the additional $10 million
referred to in Section 9.5(f), the Promissory Notes and the Contingent Payment
Amount (solely to the extent earned by the Sellers under Section 2.4 hereof) or
any Contingent Payment Note in such priority as it determines in its sole
discretion. Concurrent with any set-off against any Promissory Note or
Contingent Payment Note in accordance with this Section 9.5(g), the Buyer shall
certify to the Sellers' Representative that any consent of the "Senior Agent"
specified in Section 6.2 of the Promissory Notes and any Contingent Payment Note
has been obtained.

          (h)     The aggregate liability of the Buyer under Section 9.3(a), as
further limited under this Section 9.5, shall in no event exceed, in the
aggregate, $20,000,000;

          (i)     Notwithstanding anything herein to the contrary, the liability
of the Buyer under (i) Section 9.3(a), with respect to the representations and
warranties made by the Buyer in Sections 4A.1, 5.1 and 5.2, (ii) Sections
9.3(b), (c) and (d), (iii) Section 9.3(e) and (iv) Section 9.3(f) with respect
to Buyer Scheduled Indemnifiable Liabilities, in each case for Losses suffered
by the Sellers and their respective Affiliates, shall not be subject to or
limited by any Threshold Amount, any De Minimus Amount or any financial cap on
liability otherwise provided herein;

          (j)     Notwithstanding anything herein to the contrary, but subject
to Section 9.5(k), the liability of the Sellers under (x) Sections 9.2(a)(i) and
9.2(b)(i) with respect to the representations and warranties set forth in
Sections 3.1, 3.2, 4.2 and 4.3, (y) Section 9.2(a)(ii), (iii), (iv) and (vi) and
Section 9.2(b)(ii) and (z) Section 9.2(b)(iii) as to any Designated Seller, in
each case for Losses suffered by the Buyer and its Affiliates, shall not be
subject to or limited by any Threshold Amount, any De Minimus Amount or any
financial cap on liability otherwise provided herein but shall be paid or offset
in accordance with Section 9.5(g) above prior to otherwise recovering for any
Losses relating to such liability;

          (k)     The aggregate liability of any individual Seller under
Section 9.2 for any Loss, as further limited under this Section 9.5, shall in no
event exceed the consideration actually paid to such Seller pursuant to this
Agreement, whether in the form of the Aggregate Cash Proceeds to such Seller at
Closing, payments of any Contingent Payment Amount (or any Contingent Payment
Note), payments under the Promissory Notes or the Fair Value as of the relevant
determination date of the New Units and/or New Options (after, for the avoidance
of doubt, the deduction of the exercise price for any such New Units and/or New
Options so delivered) issued to any Rollover Seller at Closing, including the
proceeds from any sale of New Units and New Options;

          (l)     No party shall be responsible for any indemnifiable Losses
suffered by another party or its Affiliates to the extent arising out of any
breach of any representation or warranty of such party herein unless a claim
therefor is asserted with specificity and in writing

                                       67


by the Indemnified Party within the time period that such representation or
warranty survives in accordance with Section 9.1, failing which such claim shall
be waived and extinguished;

          (m)     The Sellers shall not be responsible for any indemnifiable
Loss under Section 9.2(a) suffered by the Buyer or its Affiliates to the extent
of that amount relating to such matter that has been (i) specifically, expressly
and adequately treated or reserved for, provided for or allowed for in the
December 31, 2002 Audited Financial Statements, (ii) specifically treated as a
current liability in an adequate amount in the final determination of Final
Adjusted Working Capital pursuant to Section 2.3, in each case other than items
for which the Sellers have provided a specific indemnification under this
Article IX or (iii) as to any discrepancy in Final Cash Balances;

          (n)     Notwithstanding anything herein to the contrary, no Seller
shall be liable or responsible, directly or indirectly, for any Losses for any
breach of any representation, warranty or covenant made by any other Seller;

          (o)     All calculations of Losses shall be net of any insurance
proceeds actually received by an Indemnified Party (which, in the case of the
Buyer, shall include the Subsidiaries of the Buyer) in respect of the claim for
which such Indemnified Party is entitled to recovery under this Article IX;

          (p)     The Sellers' liability for any Losses related to the Gibbs
Litigation, the G3.0 Model Recall or the Seller Scheduled Indemnifiable
Liabilities under Sections 9.2(a)(iii), (iv) and (v) shall be the exclusive
basis for the assertion of any obligation or liability with respect to such
matters and the Sellers shall have no liability or obligation under any other
provision of this Agreement or any Principal Document for Losses arising from
such matters; PROVIDED, that nothing in this Section 9.5(p) shall preclude the
Buyer or its Affiliates from seeking indemnification from the Sellers for
breaches of representations and warranties by the Company under Section 4.10
relating to matters other than the Seller Scheduled Indemnifiable Liabilities;

          (q)     Notwithstanding anything herein to the contrary, but subject
to the following proviso, the Buyer (or its designee(s)) shall have the
exclusive right to control any settlement or compromise relating to the G3.0
Model Recall and shall be entitled, without the consent of or prior notice to
any Seller or the Sellers' Representative, to settle or compromise any claims
relating to the G3.0 Model Recall for which indemnification is requested of the
Sellers by Buyer or its Affiliates under Section 9.2(a)(iv); PROVIDED, that the
Sellers shall not be responsible for indemnifying Losses arising from any
settlement or compromise of claims arising from the G3.0 Model Recall that
exceed $4 million in the aggregate, after the application of any insurance
proceeds actually received by the Buyer or its Affiliates in respect of
insurance claims made for the G3.0 Model Recall, without the prior written
consent of the Sellers' Representative, which consent may be withheld in the
sole discretion of the Sellers' Representative. Nothing in this Section 9.5(q)
shall otherwise limit the Sellers' liability for Losses related to the G3.0
Model Recall. Prior to the Closing, the Company has delivered and promptly will
deliver notice to the Buyer and following the Closing, the Buyer shall cause to
be delivered prompt notice to the Sellers' Representative of all material
proceedings or events in respect of the G3.0 Model Recall;

                                       68


          (r)     Notwithstanding anything herein to the contrary, but subject
to the following proviso, the Buyer (or its designee(s)) shall have the
exclusive right to control any settlement or compromise relating to the Seller
Scheduled Indemnified Liabilities and shall be entitled, without the consent of
or prior notice to any Seller or the Sellers' Representative, to settle or
compromise any claims relating to the Seller Scheduled Indemnified Liabilities
for which indemnification is requested of the Sellers by Buyer or its Affiliates
under Section 9.2(a)(v); PROVIDED, that the Sellers shall not be responsible for
indemnifying Losses arising from any settlement or compromise of claims arising
from the Seller Scheduled Indemnified Liabilities without the prior written
consent of the Sellers' Representative, which consent may be withheld in the
sole discretion of the Sellers' Representative. Nothing in this Section 9.5(r)
shall otherwise limit the Sellers' liability for Losses related to the Seller
Scheduled Indemnified Liabilities. The Buyer further agrees to cause the Company
or the relevant Subsidiary to pursue all challenges and appeals that the
Sellers' Representative shall request in writing to the Buyer and that the Buyer
(or its designee(s)) deems has a reasonable likelihood of success relating to
any Claim arising from or relating to the Seller Scheduled Indemnified
Liabilities; PROVIDED, that the Sellers' Representative shall have reaffirmed in
writing to the Buyer the Sellers' indemnification obligations, to the extent
provided under Article IX hereof, for any Losses incurred arising from or
relating to the Seller Scheduled Indemnified Liabilities and shall have funded
the fees and expenses relating thereto (including, without limitation, posting
any bond or other security necessary to pursue such appeal) promptly as and when
incurred in accordance with this Article IX. Prior to the Closing, the Company
has delivered and promptly will deliver notice to the Buyer and following the
Closing, the Buyer shall cause to be delivered prompt notice to the Sellers'
Representative of all material proceedings or events in respect of the Seller
Scheduled Indemnified Liabilities;

          (s)     In determining the existence of a breach of a representation
and warranty by the Company that would give rise to an indemnifiable Loss under
Section 9.2(a)(i), the representations and warranties of the Company under
Section 4.13 shall be read as if no items had been disclosed on Schedule 4.13 or
any other Schedule hereto;

          (t)     The liability of the Sellers under (i) Section 9.2(a)(v), with
respect to the matters identified in clause (b) of the Seller Scheduled
Indemnifiable Liabilities for Losses suffered by the Buyer and its Affiliates
and (ii) Section 9.2(a)(i) with respect to Section 4.33 as they relate to the
amount of the French Facility Building Sale/Leaseback Proceeds, the French
Facility Equipment Sale/Leaseback Proceeds and Net Disposition Proceeds and not
to the attachment of agreements, instruments, schedules or exhibits as required
by Section 4.33, shall not be subject to or limited by any Threshold Amount or
any De Minimus Amount but shall be paid or offset in accordance with Section
9.5(g) above prior to otherwise recovering for any Losses relating to such
liability;

          (u)     Any indemnification payment that is not subject to the
Threshold Amount or De Minimus Amount, as the case may be, shall not be counted
towards any determination of whether the Threshold Amount or De Minimus Amount,
as the case may be, has been reached in respect of any matter that is subject to
the Threshold Amount or De Minimus Amount, as the case may be; and

                                       69


          (v)     Notwithstanding any provision or agreement herein to the
contrary, the Sellers shall only have an obligation to indemnify the Buyer in
respect of any Losses relating to the Brink Tax Audit if there shall be an
adverse determination with respect to the Brink Tax Audit which shall be final
and non-appealable, whereupon the amount payable with respect thereto that
exceeds $250,000 shall be promptly paid to the Buyer, notwithstanding that the
Buyer and its Affiliates may not have incurred aggregate Losses exceeding the
Threshold Amount. The amount so paid to the Buyer or any of its Affiliates shall
not be considered a Loss suffered by the Buyer or any of its Affiliates
hereunder (including, without limitation, pursuant to Section 9.5(a)) and shall
not be counted towards any determination of whether the Threshold Amount has
been reached. The amount of any payments made hereunder by Buyer up to and
including $250,000 shall be considered a Loss suffered by the Buyer and its
Affiliates hereunder (including, without limitation, pursuant to Section 9.5(a))
and shall be counted towards any determination of whether the Threshold Amount
has been reached.

          Section 9.6   TREATMENT OF INDEMNITY PAYMENTS FOR TAX PURPOSES. The
Sellers and the Buyer agree to treat all payments after the Closing by the
parties hereto made to the parties hereto under this Agreement, including,
without limitation, under the indemnity provisions and pursuant to Section 7.3
of this Agreement, as adjustments to the purchase price of the AAS Acquisition
for Federal income tax purposes (in accordance with Section 2.5) unless
otherwise required under applicable Law.

          Section 9.7   TAX CONTESTS. (a) If any claim is made by any Taxing
Authority (or otherwise relating to Taxes), which, if successful, might result
in an indemnity payment to the Buyer or its Affiliates pursuant to Section 9.2
(a "TAX CLAIM") (other than a Tax Claim relating to Taxes of the Company or any
of its Subsidiaries for a Straddle Period), the Buyer shall notify the Sellers'
Representative in writing of such claim within 30 days of receipt thereof and,
thereafter, the Sellers' Representative shall control all proceedings taken in
connection with such Tax Claim (including selection of counsel) and, without
limiting the foregoing, may in its sole discretion pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with any Taxing
Authority with respect thereto, and may, in its sole discretion, either direct
that the Sellers pay the Tax claimed and sue for a refund where applicable Law
permits such refund suits or contest the Tax Claim in any permissible manner;
PROVIDED, that (i) any such proceedings shall be at the Sellers' sole expense,
(ii) prior to undertaking any such proceeding, the Sellers shall have agreed to
indemnify and hold the Buyer and each of its Subsidiaries harmless from and
against any Tax liability that results from such proceeding or the resolution
thereof or the Tax Claim giving rise thereto (including any increase in Tax
liabilities of the Buyer or any of its Subsidiaries in a Post-Closing Period),
(iii) the Buyer shall be kept fully informed of all proceedings and (iv) the
Sellers' Representative shall have notified Buyer of its election to control the
contest of such claim within 90 days of receiving written notice of such claim
(or, if earlier, reasonably in advance of the date any material action is
required to be taken in connection with such contest). The Sellers'
Representative and the Buyer shall jointly control all proceedings taken in
connection with any Tax Claim relating solely to Taxes of the Buyer or any of
its Subsidiaries for a Straddle Period. If the Sellers' Representative fails to
notify the Buyer (as required above) that it wishes to take any action pursuant
to this Section 9.7(a) then the Buyer shall have the right to control all
proceedings taken in connection with such Tax Claim.

                                       70


          (b)     The Buyer, the Company, each other Subsidiary of the Buyer and
each of their respective Affiliates shall cooperate with the Sellers'
Representative in contesting any Tax Claim, which cooperation shall include,
without limitation, upon the Sellers' Representative's request, the making
available to the Sellers' Representative's records and information which are
reasonably necessary to prosecute such Tax Claim, and making employees of the
Buyer and its Subsidiaries available on a mutually convenient basis and at
Sellers' sole expense to provide additional information or explanation of any
material provided hereunder or to testify at proceedings relating to such Tax
Claim. Neither party shall settle a Tax Claim relating solely to Taxes of the
Company or any of the Buyer's other Subsidiaries for a Straddle Period without
the other party's prior written consent (which shall be the Sellers'
Representative, in the case of the Sellers).

          Section 9.8   TAX TREATMENT. The Buyer and the Sellers agree that, for
U.S. Federal income tax purposes, they will report (and cause their Affiliates
to report) (a) the Brink Acquisition as a sale of Brink International stock by
AAS Holdings occurring prior to the AAS Holdings Liquidation, (b) the AAS
Holdings Liquidation as a complete liquidation of AAS Holdings pursuant to
Section 336 of the Code; (c) the AAS Acquisition as resulting in the termination
of the Company, SportRack, LLC ("SPORTRACK"), Valtek, LLC ("VALTEK, LLC") and
Valley Industries, LLC ("VALLEY") under Section 708(b)(1)(B) of the Code and the
Sellers being treated as having sold interests in a partnership and (d) as a
result of such terminations described in clause (c) above, the Buyer being
treated as having purchased all the assets of the Company, SportRack, Valtek,
LLC and Valley including the stock of each direct corporate Subsidiary of the
Company, SportRack, Valtek, LLC and Valley. In addition, the Buyer and the
Sellers agree that any Tax deductions, credits and expenses incurred on the
Closing Date resulting from the sale of the Options pursuant to this Agreement
shall be for the account of the Sellers and that each of the Buyer and the
Sellers shall not take any position on any Tax return that is inconsistent with
that position.

          Section 9.9   CONTRIBUTION AMONG SELLERS.

          (a)     The Seller's Representative shall be entitled to equitably
allocate any Loss among the Sellers through contribution in the event that the
Buyer or any of its Affiliates shall obtain any final payment pursuant to
Section 9.2(a) in an aggregate amount less than the full amount of such Loss
claimed by it (the "PAID LOSS") from less than all of the Sellers or under
circumstances where all Sellers do not bear their pro rata share, in accordance
with each Seller's Percentage Interest, of such Paid Loss, so that each Seller
shall be responsible for his, her or its pro rata share, in accordance with each
Seller's Percentage Interest, of such Paid Loss.

          (b)     Contribution payments shall be made in cash or Cash
Equivalents.

          (c)     Each Seller required to make a contribution payment pursuant
to this Section 9.9 shall make such payment promptly after notification from the
Sellers' Representative.

          (d)     If any Seller shall fail or threaten to fail to make any
contribution payment required to be made pursuant to the provisions of this
Section 9.9, the Sellers' Representative on behalf of all Sellers shall be
entitled to exercise and pursue any and all rights and remedies available to it
or any Seller, at Law or in equity, to recover any unpaid amounts, including

                                       71


without limitation, the right to bring an action in equity to require the
performance of this Agreement or an action at law to recover any such amounts
(including the commencement of a third party claim or impleader in any action
commenced by the Buyer). All such rights and remedies shall be cumulative, and
the pursuit or exercise of any such right or remedy shall not be deemed an
exclusive election of such remedy.

          Section 9.10  RESERVE ACCOUNT.

          (a)     The Sellers hereby authorize the Sellers' Representative to
establish an account for the purposes set forth herein (the "RESERVE ACCOUNT").
The Sellers' Representative is hereby authorized to use the funds in the Reserve
Account to satisfy, to the extent there are sufficient funds therefor, (i) all
costs, fees, expenses, liabilities or other obligations of the Sellers or the
Sellers' Representative hereunder or under any Principal Document, (including
without limitation, expenses of attorneys, accountants, escrow agents and other
advisors) and (ii) any other obligations or expenses incurred by the Sellers'
Representative in connection with the performance of its duties under this
Agreement, the Principal Documents and the other agreements entered into in
connection herewith and therewith.

          (b)     The balance of the Reserve Account shall, at all times during
the period beginning on the Closing Date and ending on the Reserve Termination
Date, equal no less than $250,000 (the "MINIMUM RESERVE BALANCE"). If the
balance of the Reserve Account shall at any time during such period be reduced
to less than the Minimum Reserve Balance (such amount below the Minimum Reserve
Balance being referred to herein as the "Deficit"), then each Seller other than
the Seller's Representative shall, within five days of such Seller's receipt of
notice from the Sellers' Representative, deliver by check or wire transfer of
immediately available funds to the Sellers' Representative or the Reserve
Account such Seller's Reserve Account Percentage Interest of the Deficit.

          (c)     Any funds remaining in the Reserve Account as of June 30, 2004
(the "RESERVE TERMINATION DATE") shall be distributed to the Sellers, other than
the Seller's Representative, in accordance with each Seller's Reserve Account
Percentage Interest, PROVIDED, that the Sellers' Representative may in its
reasonable discretion authorize the distribution of all or part of the Reserve
Account prior to the Reserve Termination Date. Notwithstanding the foregoing
sentence, the Sellers' Representative shall retain in the Reserve Account, in
accordance with the terms of this Agreement, any amount that the Sellers'
Representative deems in its reasonable discretion to be necessary to satisfy any
costs, fees, liabilities or expenses it expects to incur under this Agreement or
any Principal Document (whether on its behalf or on behalf of the Sellers) in
respect of its defense or settlement of any unresolved claims by the Buyer
outstanding as of the Reserve Termination Date.

          (d)     None of the Company, the Buyer or any of their respective
Affiliates (other than the Sellers) shall have any responsibility or liability
in respect of Section 9.9 or this Section 9.10 nor shall any of their rights
under this Agreement or under any Principal Document be limited by such
Sections. Each Seller other than the Sellers' Representative, pro rata in
accordance with its Reserve Account Percentage Interest, shall indemnify and
hold harmless the Company, the Buyer and each of their respective Affiliates
against all claims, liabilities and expenses of whatever nature relating to any
act or omission of the Sellers' Representative under

                                       72


Section 9.9 and this Section 9.10 or relating to the establishment and
administration of the Reserve Account.

                                    ARTICLE X

                                   CONDITIONS

          Section 10.1  CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective
obligations of each party hereto to effect the Ancillary Transactions, the AAS
Acquisition, the Brink Acquisition, the transfer of the Purchased Company
Securities, the Rollover and otherwise effect the Transaction shall be subject
to the satisfaction at or prior to the Closing Date of the following conditions:

          (a)     NO INJUNCTION. No Governmental Entity of competent
jurisdiction shall have enacted, issued, promulgated or enforced any statute,
rule, regulation, executive order, decree, judgment, preliminary or permanent
injunction or other order which is in effect and which prohibits, enjoins or
otherwise restrains the consummation of the Transaction; PROVIDED, that the
parties shall use commercially reasonable efforts to cause any such decree,
judgment, injunction or order to be vacated or lifted.

          Section 10.2  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLERS.
The obligation of the Sellers to effect the Ancillary Transactions, the AAS
Acquisition, the Brink Acquisition, the transfer of the Purchased Company
Securities, the Rollover and otherwise effect the Transaction is also subject to
the satisfaction at or prior to the Closing Date of each of the following
additional conditions, unless waived in writing by the Sellers' Representative:

          (a)     REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Buyer contained in Article V shall, individually and in the
aggregate, be accurate in all material respects as of the Closing Date as though
restated on and as of such date; PROVIDED, that any representation or warranty
which, by its terms, is made as of a date specified therein, shall be accurate
in all material respects as of such date; PROVIDED, FURTHER that such
representations or warranties as are qualified by materiality, Material Adverse
Effect, or comparable qualifications therein shall, individually and in the
aggregate, be accurate in all respects, except for any such qualifications that
directly relate to the scheduling, furnishing or availability of reports,
documents or written agreements.

          (b)     COMPLIANCE WITH COVENANTS. The Buyer shall have performed in
all material respects all obligations and agreements, and complied in all
material respects with all covenants, contained in this Agreement to be
performed or complied with by it prior to or at the Closing Date (except that
the Buyer shall have performed such covenants as are qualified by materiality,
Material Adverse Effect or any comparable term in all respects).

          (c)     OFFICER'S CERTIFICATES. The Sellers shall have received such
certificates of the Buyer, dated the Closing Date and signed by an executive
officer of the Buyer, to evidence satisfaction of the conditions set forth in
this Article X (insofar as each relates to the Buyer).

          (d)     SECRETARY'S CERTIFICATE. The Buyer shall have delivered to
Sellers (i) a copy of the Certificate of Formation, including all amendments
thereto, of the Buyer, certified by

                                       73


the appropriate official of its jurisdiction of incorporation and (ii) a
certificate from the jurisdiction of formation to the effect that the Buyer is
in good standing in such jurisdiction and listing all Organizational Documents
of the Buyer on file in such jurisdiction.

          (e)     PRINCIPAL DOCUMENTS. To the extent not otherwise executed and
delivered to the applicable Sellers on the date of this Agreement, the Buyer
shall have executed and delivered (or shall have caused the Subsidiary or
Subsidiaries of the Buyer that are obligated under the Principal Documents, as
applicable, to execute and deliver) the Principal Documents to the Sellers party
to each such Principal Document.

          (f)     PURCHASE PRICE. Such Seller shall have received in the
aggregate, his, her or its Aggregate Cash Proceeds.

          (g)     NEW UNITS; NEW OPTIONS. The Buyer shall have issued to each
Rollover Seller documentation governing the New Units, if any, and New Options
being issued to such Rollover Seller.

          (h)     PROMISSORY NOTES; GUARANTEES. The Promissory Note Obligors
shall have executed and delivered to each Seller a Promissory Note representing
such Seller's pro rata portion (in accordance with their respective Percentage
Interests) of the Promissory Notes. The CHP IV Bridge Note Guarantors shall have
executed and delivered to each Seller the Subordinated Guarantee.

          Section 10.3  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER.
The obligation of the Buyer to effect the Brink Acquisition, the Ancillary
Transactions, the AAS Acquisition, the transfer of the Purchased Company
Securities, the Rollover and otherwise effect the transactions contemplated
hereby is also subject to the satisfaction at or prior to the Closing Date of
each of the following additional conditions, unless waived in writing by the
Buyer:

          (a)     REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Sellers and the Company contained in Articles III and IV
shall, individually and in the aggregate, be accurate in all material respects;
PROVIDED, that any representation or warranty which, by its terms, is made as of
a date specified therein, shall be accurate in all material respects as of such
date; PROVIDED, FURTHER that such representations or warranties as are qualified
by materiality, Material Adverse Effect, or comparable qualifications therein
shall, individually and in the aggregate, be accurate in all respects, except
for any such qualifications that directly relate to the scheduling, furnishing
or availability of reports, documents or written agreements.

          (b)     COMPLIANCE WITH COVENANTS. Each Seller and the Company shall
have performed in all material respects all obligations and agreements, and
complied in all material respects with all covenants, contained in this
Agreement to be performed or complied with by him, her or it prior to or on the
Closing Date (except that each Seller and the Company shall have performed such
covenants as are qualified by materiality, Material Adverse Effect or any
comparable term in all respects).

          (c)     RESERVED.

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          (d)     SECRETARY'S CERTIFICATE. Without giving effect to the Brink
Acquisition or the Ancillary Transactions, the Company shall have delivered to
the Buyer, except for such items set forth on Schedule 10.3(d) (i) a copy of the
Certificate of Formation, certificate of incorporation or comparable
Organizational Document, including all amendments thereto, for the Company and
each of its Subsidiaries, certified (if applicable) by the appropriate official
of its jurisdiction of formation or incorporation; (ii) a certificate from the
appropriate jurisdiction of formation or incorporation to the effect that the
Company and each Subsidiary of the Company is in good standing in such
jurisdiction and listing all charter documents of the Company and each
Subsidiary of the Company on file in such jurisdiction or such comparable
documentation (if any) as is customarily provided in transactions of this type
for Subsidiaries of the Company that are formed outside of the United States;
(iii) a certificate from the appropriate official in each jurisdiction in which
the Company and each Subsidiary of the Company is qualified to do business to
the effect that the Company and each Subsidiary of the Company is in good
standing in such state or such comparable documentation (if any) as is
customarily provided in transactions of this type for Subsidiaries of the
Company that are formed outside of the United States; in each case, dated as of
a date not more than twenty Business Days prior to the Closing Date and (iv) a
copy of the operating agreement, bylaws or other comparable Organizational
Document for the Company and each Subsidiary of the Company.

          (e)     RESIGNATIONS. The Buyer shall have received resignations,
dated and effective as of the Closing Date, of the individual directors,
officers and managers of the Company and its Subsidiaries identified to the
Sellers' Representative prior to the Closing Date.

          (f)     OPINION. The Buyer shall have received an opinion of O'Melveny
& Myers LLP, in form and substance as is customarily delivered in similar
transactions.

          (g)     DEBT. Subject to the application therefor of the funds to be
obtained in the financings being provided under the Financing Documents, the
Sellers shall have paid, or caused the Company or its Subsidiaries to pay, or
shall have assumed full and complete liability for the outstanding balance of
the Indebtedness for borrowed money of the Company and its Subsidiaries listed
on Schedule 6.2, and each holder of secured indebtedness and other obligations
as has been so paid or assumed shall have fully released all Liens on any assets
of the Company and its Subsidiaries, and Buyer shall have received evidence
thereof reasonably satisfactory to it. All loans and advances from the Company
or any of its Subsidiaries, as of immediately prior to the Closing Date and
without giving effect to the Brink Acquisition or the Ancillary Transactions, to
Sellers shall have been repaid or released.

          (h)     FINANCING. The Buyer or one or more of its Affiliates shall
have obtained at or prior to the Closing (i) $140 million in senior debt
financing and (ii) $55 million in senior subordinated debt financing.

          (i)     MATERIAL ADVERSE CHANGE. Since the date of this Agreement,
there shall not have occurred any event or circumstance that, alone or together
with other such events and circumstances, has had or could reasonably be
expected to have a Material Adverse Effect or a material adverse effect on the
Company's or any Seller's performance hereunder.

                                       75


          (j)     LETTER OF CREDIT. Subject to the application therefor of the
funds to be obtained in the financings being provided under the Financing
Documents, the Sellers shall have cash collateralized the Gibbs Letter of Credit
in accordance with Section 8.10.

          (k)     DELIVERY OF EQUITY INTERESTS. The Sellers shall deliver to the
Buyer or its designee any certificates or other written documents or instruments
representing any of the Company Securities (including any Units or Warrants that
have not vested and are being terminated at Closing, which shall be delivered to
the Buyer without additional consideration therefor) or duly executed affidavits
of loss and indemnities in the form previously furnished to the Buyer or its
counsel with respect to Company Securities, the Company shall cause AAS Holdings
to deliver to Holdings BV or its designee any certificates or other written
documents or instruments representing any of the Brink Securities and, to the
extent requested by Buyer for the purpose of effecting the transactions
contemplated by the Financing Documents, the Company shall deliver to the Buyer
or its designee any certificates, documents or instruments representing any
outstanding shares of capital stock or equity interests in the Company's
Subsidiaries, and any certificates, documents or instruments representing any
options, warrants or other rights to acquire any shares of capital stock or
other equity interests of the Company's Subsidiaries, duly endorsed for transfer
or accompanied by executed transfer documentation.

          (l)     EBITDA. The Adjusted Consolidated EBITDA, as derived by the
Buyer in accordance with the definition thereof, from the December 31, 2002
Audited Financial Statements, for the year ended December 31, 2002 shall be at
least $46,000,000.00.

          (m)     ESTIMATED CASH BALANCES. The Estimated Cash Balances as of the
Closing Date, as certified in writing by the Company's Chief Financial Officer
to the Buyer pursuant to Section 2.3(c)(i)(C), shall be at least $2,500,000.

                                   ARTICLE XI

                                   TERMINATION

          Section 11.1  TERMINATION. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing Date:

          (a)     by mutual written consent of the Sellers' Representative and
the Buyer; or

          (b)     by either the Sellers' Representative or the Buyer, if (i) the
transactions contemplated hereby shall not have been consummated by 5:00 p.m.
Eastern time on the Termination Date, (ii) any Law promulgated or enacted by any
Governmental Entity after the date of this Agreement which prohibits the
consummation of the transactions contemplated hereby shall be in effect.

          Section 11.2  EFFECT OF TERMINATION. In the event of any termination
of this Agreement pursuant to Section 11.1, this Agreement forthwith shall
become void and of no further force or effect, and no party hereto (or any of
its Affiliates, directors, officers, agents or representatives) shall have any
liability or obligation hereunder, except in any such case (i) in accordance
with Sections 6.14, 8.4 and 12.5, which shall survive any such termination and
(ii) to

                                       76


the extent such termination results from the breach by such party of any of its
covenants or agreements contained in this Agreement.

                                   ARTICLE XII

                                  MISCELLANEOUS

          Section 12.1  APPOINTMENT OF SELLERS' REPRESENTATIVE. (a) Each of the
Sellers does hereby make, constitute and appoint JP Morgan (the "SELLERS'
REPRESENTATIVE"), as his, her or its agent, to act in his, her or its name,
place and stead, as such Seller's attorney-in-fact, to execute and deliver all
documents necessary or desirable to carry out the intent of this Agreement and
any other agreements contemplated by this Agreement (including the Principal
Documents), to make all elections or decisions contemplated by this Agreement
and any other agreements contemplated by this Agreement (including the Principal
Documents) including, the initiation or defense of claims for indemnification
hereof, and to give and receive on behalf of Sellers any and all notices from or
to any Seller or Sellers hereunder, and does hereby give and grant unto the
Sellers' Representative the power and authority to do and perform each such act
and thing whatsoever that the Sellers may or are required to do pursuant to this
Agreement and all of the Principal Documents (including the Escrow Agreement and
any agreements in furtherance of Section 8.10 of this Agreement) and all other
documents and agreements executed and delivered by Sellers in connection with
this Agreement (including the Principal Documents), and to amend, modify or
supplement any of the foregoing in each such Seller's name, place and stead, as
if such Seller had personally done such act, and JP Morgan as Sellers'
Representative hereby accepts such appointment. The death, incapacity,
dissolution, liquidation, insolvency or bankruptcy of any Seller shall not
terminate such appointment or the authority and agency of the Sellers'
Representative. The power-of-attorney granted in this Section is coupled with an
interest and is irrevocable. Sellers' Representative may resign at any time by
giving written notice thereof to the Sellers and Buyer. If at any time hereafter
the Sellers' Representative shall resign or otherwise become incapable of acting
as Sellers' Representative, a successor Sellers' Representative shall be elected
by the affirmative vote of a majority-in-interest of the Sellers or their
representatives, in accordance with their respective Percentage Interests. Any
such resignation shall be effective upon the appointment or election of such
successor and the acceptance of such appointment or election by such successor.
Every successor Sellers' Representative appointed hereunder shall execute,
acknowledge and deliver to Buyer and each other Seller, an instrument in
writing, reasonably satisfactory to the Sellers and Buyer, accepting such
appointment hereunder, and thereupon such successor Sellers' Representative,
without any further act, shall become fully vested with all the rights,
immunities and powers and shall be subject to all of the duties and obligations,
of its predecessor. Sellers agree jointly and severally to indemnify, defend and
hold harmless the Sellers' Representative from and against any and all loss,
damage, liability and expense that may be incurred by the Sellers'
Representative arising out of or in connection with his acceptance or
appointment as Sellers' Representative under this Agreement (except such as may
result from the Sellers' Representative's bad faith), including the legal costs
and expenses of defending itself against any claim or liability in connection
with his performance under this Agreement and all other documents and agreements
executed and delivered by Sellers' Representative in connection with this
Agreement.

                                       77


          (b)     RELIANCE. Each party hereto shall be entitled to rely
exclusively upon any communication given or other action taken by the Sellers'
Representative on behalf of the Sellers pursuant to this Agreement, and shall
not be liable for any action taken or not taken in good faith reliance on a
communication or other instruction from the Sellers' Representative on behalf of
the Sellers.

          (c)     LIMITATION ON LIABILITY. The Sellers' Representative shall
have no liability whatsoever to the Sellers or any person claiming by, through
or under them, for or in respect of any of its acts or omissions, except only
for its bad faith.

          (d)     ADDITIONAL LIMITATION. Notwithstanding the foregoing, the
Sellers' Representative, each Seller and the Buyer expressly acknowledge that
the Sellers' Representative shall have no authority or responsibility to act on
behalf of any Seller in connection with any claim, action or proceeding
initiated against such Seller pursuant to a breach by such Seller of such
Seller's individual representations, warranties or covenants hereunder.

          (e)     DELIVERIES TO SELLERS' REPRESENTATIVE. The Seller's
Representative may, but shall not be obligated to, request in writing to the
Buyer that the Buyer make all or any payments, distributions and deliveries to
the Sellers required under this Agreement and any of the Principal Documents to
the Sellers' Representative. If such written request is made to the Buyer, the
Sellers' Representative shall be solely responsible to distribute any such
payments, distributions or deliveries to each of the Sellers in accordance with
the terms of this Agreement or the relevant Principal Document.

          Section 12.2  NOTICES. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made as of the date delivered, mailed or transmitted, and shall be
effective upon receipt, if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested) or sent by fax (with
immediate confirmation) or nationally recognized overnight courier service, as
follows:

          (a)     if to the Buyer, to:

          CHAAS Acquisitions, LLC
          c/o Castle Harlan, Inc.
          150 E. 58th Street
          New York, New York  10155
          Attn: Marcel Fournier and Howard Weiss
          Fax:  (212) 207-8042

          with a copy to (which shall not constitute notice):

          Schulte Roth & Zabel LLP
          919 Third Avenue
          New York, New York  10022
          Attn: Andre Weiss, Esq.
          Fax:  (212) 593-5955

                                       78


          (b)     if to the Company, to:

          Advanced Accessory Systems, LLC
          12900 Hall Road
          Suite 200
          Sterling Heights, Michigan 48313
          Attn: Chief Executive Officer
          Fax:  (586) 997-6868

          with a copy to (which shall not constitute notice):

          CHAAS Acquisitions, LLC
          c/o Castle Harlan, Inc.
          150 E. 58th Street
          New York, New York  10155
          Attn: Marcel Fournier and Howard Weiss
          Fax:  (212) 207-8042

          and

          Schulte Roth & Zabel LLP
          919 Third Avenue
          New York, New York  10022
          Attn: Andre Weiss, Esq.
          Fax:  (212) 593-5955


          (c)     if to Sellers' Representative:

          J.P. Morgan Partners (23A SBIC), LLC
          c/o J.P. Morgan Partners, LLC
          1221 Avenue of the Americas
          New York, New York 10020
          Attention: Official Notices Clerk
          Fax:  (212) 899-3401

          with a copy to (which shall not constitute notice):

          O'Melveny & Myers LLP
          30 Rockefeller Plaza
          New York, New York 10112
          Attn: Ilan Nissan, Esq.
          Fax:  (212) 408-2420

          (d)     if to any Seller, at the address of such Seller as
          specified on Schedule A

                                       79


or to such other Person or address or facsimile number as either party shall
specify by like written notice to the Company, Buyer and Sellers'
Representative, as applicable (any such notice of a change of address to be
effective only upon actual receipt thereof).

          Section 12.3  ENTIRE AGREEMENT. This Agreement (including the
Principal Documents, any Schedules, Annexes and Exhibits hereto and thereto,
which are an integral part hereof), together with the other agreements
contemplated by this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior written or oral and all contemporaneous oral agreements and undertakings
between any of the parties hereto with respect to the subject matter hereof,
including, without limitation, the Letter of Intent, dated as of February 13,
2003, among the Company, the Buyer and the Sellers Representative.

          Section 12.4  ASSIGNMENT; BINDING EFFECT. Neither this Agreement nor
any of the rights, benefits or obligations hereunder may be assigned, in whole
or in part, by any party (whether by operation of law or otherwise) without the
prior written consent of the other parties hereto (it being understood that the
Sellers' Representative may consent on behalf of all Sellers); any attempted
assignment in violation of this Section 12.4 shall be void; PROVIDED, HOWEVER,
that upon the consummation of a Change in Control that does not involve a
transfer or sale of equity interests in the Buyer, the Buyer shall cause any
acquiror, buyer or surviving entity to assume its obligations hereunder
(including pursuant to Section 2.4) and pursuant to any documents executed and
delivered in connection therewith and the Buyer may assign, without the consent
of any other party hereto, the rights of the Buyer hereunder; PROVIDED, FURTHER,
HOWEVER, that (a) the Buyer may assign any of its rights, benefits or
obligations hereunder to an Affiliate of the Buyer provided that no such
assignment shall relieve the Buyer of its obligations hereunder and (b) the
Buyer and the Sellers acknowledge and agree that the rights, benefits and
obligations of the Company under this Agreement may be assigned to the existing
lenders of the Company or its Subsidiaries. Subject to the preceding sentence,
this Agreement shall be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and assigns (including, in the
case of the Buyer, any Person into which the Buyer's Equityholders contribute or
otherwise transfer their equity interests, whether pursuant to Section 351 of
the Code or otherwise). Nothing in this Agreement, expressed or implied, is
intended to confer on any Person, other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement. Notwithstanding anything to
the contrary in this Section 12.4, each of Buyer and the Company (after Closing)
may, in their respective sole discretion, assign their respective rights under
this Agreement to their respective financing institutions.

          Section 12.5  FEES AND EXPENSES. Except as otherwise expressly set
forth herein, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby (including, without limitation, fees
and disbursements of counsel, financial advisors and accountants) shall be borne
by the party which incurs such cost or expense or by the Sellers, in the case of
fees, costs and expenses incurred by the Company to the extent not otherwise
reflected as a current liability in the final determination of Adjusted Working
Capital; PROVIDED, HOWEVER, if the transaction contemplated hereby is
consummated (a) the Buyer shall or

                                       80


shall cause the Company or one or more of its other Subsidiaries to pay the
Company Transaction Expenses at Closing and (b) the expenses of the Buyer shall
be paid by the Company or one or more of its other Subsidiaries at Closing;
PROVIDED, FURTHER, that any filing fees associated with any Investment Canada
Act filing and the Czech Competition Act filing shall be paid by the Buyer.

          Section 12.6  AMENDMENTS. This Agreement may be amended or waived only
by an instrument, in writing signed on behalf of each of the Buyer and the
Sellers' Representative.

          Section 12.7  WAIVERS. At any time prior to the Closing Date, the
Sellers' Representative, on the one hand on behalf of the Sellers, or the Buyer,
on the other hand, may, to the extent legally allowed, (a) extend the time
specified herein for the performance of any of the obligations or other acts of
the other, (b) waive any inaccuracies in the representations and warranties of
the other contained herein or in any document delivered pursuant hereto or (c)
waive compliance by the other with any of the agreements or covenants of such
other party contained herein. Any such extension or waiver shall be valid only
if set forth in a written instrument signed by the party to be bound thereby. No
such extension or waiver shall constitute a waiver of, or estoppel with respect
to, any subsequent or other breach or failure to strictly comply with the
provisions of this Agreement. The failure of either party to insist on strict
compliance with this Agreement or to assert any of its rights or remedies
hereunder or with respect hereto shall not constitute a waiver of such rights or
remedies.

          Section 12.8  SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any court of
competent jurisdiction, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated thereby is not affected in any
manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.

          Section 12.9  CAPTIONS. The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

          Section 12.10 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument. This Agreement shall
become effective when one or more such counterparts have been signed by each of
the parties and delivered to the other party (or, to the Sellers'
Representative, on behalf of the Sellers).

          Section 12.11 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to any applicable principles of conflicts of law to the contrary.

                                       81


          Section 12.12 CONSENT TO JURISDICTION. Each of the parties irrevocably
submits to the exclusive jurisdiction of the United States District Court for
the Southern District of New York located in the borough of Manhattan in the
City of New York, or if such court does not have jurisdiction, the Supreme Court
of the State of New York, New York County, for the purposes of any suit, action
or other proceeding in connection with this Agreement and the transactions
contemplated hereby. Each of the parties agrees not to bring any suit, action or
proceeding against the other party in connection with this Agreement and the
transactions contemplated hereby in any court other than the United States
District Court for the Southern District of New York located in the borough of
Manhattan in the City of New York, or if such court does not have jurisdiction,
the Supreme Court of the State of New York, New York County. Each of the parties
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in the courts referred to above, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.

          Section 12.13 LIMITATIONS OF REMEDIES. None of the parties hereto
shall be liable to any other for profits lost, punitive damages or any claim
based upon any multiplier of the Company's earnings before interest, tax,
depreciation or amortization or any similar valuation metric (including any
deficiency in Adjusted Consolidated EBITDA); PROVIDED, that nothing in this
Section 12.13 shall preclude any recovery by an Indemnified Party against an
Indemnifying Party for Losses arising from Third Party Claims for lost profits
or for punitive damages. Except for certain equitable remedies expressed in this
Agreement as available to the parties in connection with a breach of applicable
provisions hereof, the parties hereby acknowledge and agree that, from and after
Closing, their sole and exclusive remedy for any claim of Losses resulting from
a breach by any other party's representations, warranties, covenants or
agreements made herein or the failure by any party to perform its or his
obligations under this Agreement shall be a claim under and pursuant to
Article IX.

          Section 12.14 CURRENCY TRANSLATION. All amounts denominated in
currencies other than the dollar shall be translated into dollars, (a) as to any
calculation as of the Closing Date, as follows: 1.0773 dollar to 1 Euro and 1.45
dollar to 1 Canadian Dollar and (b) as to any calculation as of any other
relevant determination date, at the exchange rates then published in the Wall
Street Journal.

          Section 12.15 FURTHER ASSURANCES. Each party shall execute and deliver
any certificates or affidavits (to the extent such party is capable of
delivering any such certificate or affidavit) and provide such information and
data (to the extent available and not proprietary), as the other party may
reasonably request in order to carry out the intent and accomplish the purpose
of this Agreement and the consummation of the Transaction.

          Section 12.16 BUYER OBLIGATIONS. The Buyer agrees that if it does not
have funds sufficient to make any payment due to the Sellers at the time such
payment is due, it shall cause one or more of its Subsidiaries to distribute or
lend sufficient funds to the Buyer to make such payment or shall cause such
Subsidiary or Subsidiaries to make such payment on the Buyer's behalf; PROVIDED
that the foregoing obligation on the part of such Subsidiaries shall not apply
to the extent that (a) such loan or payment is not permitted by applicable Law
or (b) the

                                       82


making of any such payments would cause or result in a default or an event of
default under any Buyer Credit Agreement, PROVIDED the Buyer shall have
exercised commercially reasonable efforts to avoid any such result and, in
either case, (c) an opinion of counsel to such effect (other than as to the
foregoing proviso), reasonably acceptable to Sellers' Representative, is
delivered to Sellers' Representative.

                                      * * *

                                       83


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                        COMPANY:

                                        ADVANCED ACCESSORY SYSTEMS, LLC


                                        By:  /s/ Terence C. Seikel
                                            ----------------------------------
                                        Name:  Terence C. Seikel
                                        Title: Chief Executive Officer

                                        BUYER:

                                        CHAAS ACQUISITIONS, LLC


                                        By: /s/ Marcel Fournier
                                            ----------------------------------
                                        Name:  Marcel Fournier
                                        Title: Senior Vice President



                                        SELLERS:

                                        J. P. MORGAN PARTNERS (23A SBIC), L.L.C.
                                        By: J. P. Morgan Partners
                                        (23A SBIC Manager), Inc.,
                                        its Managing Member (as Seller and as
                                        Sellers' Representative)


                                        By:  /s/ Donald Hoffman
                                            ----------------------------------
                                        Name: Donald Hoffman
                                        Title:

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ F. Alan Smith
                                        --------------------------------------
                                        F. Alan Smith

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        THE F. ALAN SMITH FAMILY LIMITED
                                        PARTNERSHIP

                                        By: /s/ F. Alan Smith
                                            ----------------------------------
                                        Name: F. Alan Smith
                                        Title: General Manager of General
                                               Partner

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        THE BANDUCCI FAMILY, LLC


                                        By /s/ Barry R. Banducci
                                           -----------------------------------
                                        Name: Barry R. Banducci
                                        Title: Manager

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Barry R. Banducci
                                        --------------------------------------
                                        Barry Banducci

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Richard E. Borghi
                                        --------------------------------------
                                        Richard E. Borghi

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Gerard Jacobus Brink
                                        --------------------------------------
                                        Gerard Jacobus Brink

Seen for legalization of the signature of
Mr. Gerard Jacobus Brink,
living at ______________________,
by me, Maitre _____________________
civil-law notary, practising at ______________________, Belgium.

Signed at ____________________________

____________________________



                                        /s/ Koop Brink
                                        --------------------------------------
                                        Koop Brink

Seen for legalization of the signature of
Mr. Koop Brink,
living at ______________________,
by me, Maitre _____________________
civil-law notary, practising at ______________________, Belgium.

Signed at ____________________________

____________________________



                                        /s/ Jan Willem Brink
                                        --------------------------------------
                                        Jan Willem Brink

Seen for legalization of the signature of
Mr. Jan Willem Brink,
living at ______________________,
by me, Maitre _____________________
civil-law notary, practising at ______________________, The Netherlands.

Signed at ____________________________

____________________________


- ------------------------------
        Notary Public



                                        LAVERNE A. FARRIS TRUST


                                        By: /s/ Laverne A. Farris
                                            ----------------------------------
                                        Name: Laverne A. Farris, Trustee
                                        Title: Laverne A. Farris Trust

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Craig A. Stapleton
                                        --------------------------------------
                                        Craig A. Stapleton

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Barbara A. Rushing
                                        --------------------------------------
                                        Barbara A. Rushing

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Winston P. Fowler
                                        --------------------------------------
                                        Winston P. Fowler

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Paul J. Biegansky
                                        --------------------------------------
                                        Paul J. Biegansky

[Notarial Seal for Mr. Biegansky
attached hereto]



                                        /s/ Terence C. Seikel
                                        --------------------------------------
                                        Terence C. Seikel

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Robert L. Fisher
                                        --------------------------------------
                                        Robert L. Fisher

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Roger T. Morgan
                                        --------------------------------------
                                        Roger T. Morgan

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        /s/ Gerrit de Graaf
                                        --------------------------------------
                                        Gerrit de Graaf

Seen for legalization of the signature of
Mr. Gerrit DeGraaf,
living at ______________________,
by me, Maitre _____________________
civil-law notary, practising at ______________________, The Netherlands.

Signed at ____________________________

____________________________



                                        /s/ Wim Rengelink
                                        --------------------------------------
                                        Wim Rengelink

Seen for legalization of the signature of
Mr. Wim Rengelink,
living at ______________________,
by me, Maitre _____________________
civil-law notary, practising at ______________________, The Netherlands.

Signed at ____________________________

____________________________



                                        /s/ Bryan Fletcher
                                        --------------------------------------
                                        Bryan Fletcher

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        INTERNATIONAL MEZZANINE
                                        CAPITAL, B.V.


                                        By: /s/ Jacobus Schouten
                                           -----------------------------------
                                        Name: Jacobus Schouten
                                        Title: Managing Director

SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                        IPA MTECH INVESTORS, LLC


                                        By:/s/ Stephen E. Adamson
                                           -----------------------------------
                                        Name: Stephen E. Adamson
                                        Title: Member


SUBSCRIBED AND SWORN TO
BEFORE ME THIS ___th DAY OF
APRIL 2003.


- ------------------------------
        Notary Public



                                     ANNEX I

          All Article and Section numbers used in this Agreement refer to
Articles and Sections of this Agreement unless otherwise specifically described.

          "9 3/4% NOTES" means the 9 3/4% Series B Senior Subordinated Notes due
2007 issued pursuant to the Indenture.

          "AAS CAPITAL" means AAS Capital Corporation, a Delaware corporation.

          "ADJUSTED CONSOLIDATED EBITDA" means, for any period, the net income
(or net loss) of (x) with respect to any determination to be made in respect of
periods on or prior to the Closing, the Company and its consolidated
Subsidiaries and (y) with respect to any determination to be made in respect of
periods after the Closing, the Buyer and its consolidated Subsidiaries,
determined in accordance with GAAP, plus (a) any provision for (or less any
benefit from) Income Taxes, (b) any deduction for interest expense, net of
interest income and (c) depreciation and amortization expense (including the
amortization of capitalized tooling that is customer owned and non-reimbursed),
and as adjusted for the following items (to the extent that they are reflected
in net income or net loss):

          (i)     elimination of: (A) all extraordinary gains and losses
determined in accordance with GAAP (APB 30), (B) gains and losses from sales or
dispositions of property and equipment or other fixed assets, (C) all
non-recurring income and expense items not incurred in the ordinary course of
business to the extent included in the determination of net income for the
relevant determination period and (D) foreign currency transaction gains and
losses, to the extent included in the determination of net income for the
relevant determination period;

          (ii)    add-back for all management fees (but not reimbursed or
advanced expenses) paid or accrued to the members of the Castle Harlan Group,
pursuant to the Management Agreement or otherwise and all expenses of the Buyer
or any member of the Castle Harlan Group that were paid by the Company in
connection with the Transaction and all transactions occurring in connection
with the Closing to the extent such expenses are included in the determination
of net income for the relevant determination period;

          (iii)   elimination of any income statement impact from a change in
the value of redeemable warrants;

          (iv)    elimination of any income statement impact from the reserve
established by the Company in connection with the G3.0 Model Recall on the
December 31, 2002 Audited Financial Statements and, in respect of financial
statements covering periods after December 31, 2002, to the extent Losses
arising from the G3.0 Model Recall are actually paid for or reimbursed by the
Sellers or are subject to a continuing obligation of indemnification of the
Sellers pursuant to Article IX under which the Sellers are not in default;

          (v)     elimination of any income statement impact on the December 31,
2002 Audited Financial Statements from the payment actually made in the 2002
calendar year by SportRack gmbh of $517,000 to the German Taxing Authorities in
respect of withholding taxes

                                       A-1


that had not been paid in respect of Paul Biegansky's employment during the
1999, 2000 and 2001 calendar years; and

          (vi)    elimination of any income statement impact in respect of fees
and expenses of law firms, accounting firms and other advisors paid or accrued
by the Company in connection with the negotiation of the Transaction on the
December 31, 2002 Audited Financial Statements and, in respect of financial
statements covering periods after December 31, 2002, to the extent such fees and
expenses are taken into account in computing Net Indebtedness as of the Closing
Date or are otherwise treated as current liabilities in the determination of
Adjusted Working Capital.

Each of the financial accounting terms in this definition of Adjusted
Consolidated EBITDA shall be determined in accordance with GAAP, to the extent
such items are addressed by GAAP.

          "ADJUSTED WORKING CAPITAL" has the meaning specified in Exhibit J
hereto.

          "AFFILIATE" means, with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with, such specified Person (it being
understood that a Person shall be deemed to "control" another Person, for
purposes of this definition, if such Person directly or indirectly has the power
to direct or cause the direction of the management and policies of such other
Person, whether through holding beneficial ownership interests in such other
Person, through contracts or otherwise). For purposes of an individual, an
Affiliate of such individual shall also mean any family member of such
individual or a Person owned 10% or more by such individual.

          "AGGREGATE CONSIDERATION" shall mean $260,000,000.

          "BENEFIT PLAN" means each retirement, pension, savings, bonus, stock
purchase, profit sharing, stock option, deferred compensation, severance or
termination pay, insurance, death, medical, hospital, dental, vision care, drug,
sick leave, disability, salary continuation, vacation, incentive or other
compensation plan or arrangement or other employee benefit that the Company and
its Subsidiaries maintain, as of immediately prior to the Closing Date, without
giving effect to the Transaction, or to which the Company and its Subsidiaries
contributed or are required to contribute, as of immediately prior to the
Closing Date, without giving effect to the Transaction, for the benefit of any
of its employees or former employees (or dependents or beneficiaries thereof)
(or as to which the Company and it Subsidiaries may otherwise have any
liability, including, but not limited to, any pension plan ("PENSION PLAN") as
defined in Section 3(2) of ERISA, any welfare plan as defined in Section 3(1) of
ERISA, any Foreign Pension Plan or any program administered by a Governmental
Entity, whether funded, insured or self-funded or whether written or oral (it
being understood that references to the Company and its Subsidiaries in this
definition shall be without giving effect to the Brink Acquisition or the
Ancillary Transactions).

          "BRINK TAX AUDIT" means the item identified under the heading "Brink
International" in Schedule 4.13(e).

          "BUSINESS" means the business as conducted by the Company, through
Subsidiaries, joint ventures, consortiums or other arrangements, relating to the
manufacturing,

                                       A-2


distribution or provision of towing and rack systems, trim, rails and exterior
accessories for the automotive original equipment manufacturer market and the
automotive aftermarket and secondary market (it being understood that references
to the Company and its Subsidiaries in this definition shall be as of
immediately prior to the Closing Date and without giving effect to the
Transaction).

          "BUSINESS DAY" shall mean any day except a Saturday, a Sunday or any
other day on which commercial banks are required or authorized to close in New
York, New York.

          "BUYER SCHEDULED INDEMNIFIABLE LIABILITIES" means each of the items
set forth on Schedule 9.3(f).

          "BUYER TAXES" shall mean any Pre-Closing Tax or Interim Period Tax
that would not have been imposed on the Company, a Subsidiary of the Company or
any Seller but for (i) the occurrence of the Ancillary Transactions or (ii) any
action taken by the Company or any of its Subsidiaries at the direction of the
Buyer after the occurrence of the Closing that is not in the ordinary course of
business except, in each case, for any such Tax that would not have been imposed
but for the breach or inaccuracy of any representation or warranty of the
Company in Article IV of the Agreement or any covenant made by the Company in
this Agreement (it being understood for this purpose that the Company shall not
be deemed to have made any representation or warranty under Section 4.13 hereof
as to the treatment of intercompany accounts).

          "CASH EQUIVALENTS" shall mean (a) United States dollars, (b) cash
denominated in foreign currencies based upon the exchange rate set forth in the
Wall Street Journal on the Closing Date or other relevant date of determination,
(c) securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (d) certificates of deposit
with maturities of one year or less from the date of acquisition, bankers'
acceptances with maturities not exceeding one year, and overnight bank deposits,
in each case, with any Eligible Institution, (e) commercial paper rated, "P-1,"
"A-1" or the equivalent thereof by Moody's or S&P, respectively, and in each
case maturing within 180 days after the date of acquisition, (f) shares of money
market funds that invest solely in United States dollars and securities of the
types described in clauses (c) through (e), and (h) demand and time deposits and
certificates of deposit with an Eligible Institution or with commercial banks
insured by the Federal Deposit Insurance Corporation; PROVIDED, that the face
amount of any outstanding uncashed checks written by (i) with respect to any
determination to be made in respect of periods, on or prior to the Closing, the
Company or any of its Subsidiaries and (ii) with respect to any determination to
be made in respect of periods after the Closing, the Buyer and its Subsidiaries,
shall be deducted in the determination of Cash Equivalents to the extent not
otherwise treated as a current liability in Adjusted Working Capital or any
other relevant determination.

          "CASTLE HARLAN GROUP" means CHP IV, CHI and any other accounts or
funds managed by CHI or any Affiliate of CHI (other than the Buyer and its
Subsidiaries).

          "CHANGE IN CONTROL" means the initial event or series of events, other
than, for the avoidance of doubt, the Transaction, in which:

                                       A-3


          (a)     any Persons who are not Equityholders as of the Closing Date
shall become the direct or indirect beneficial owners (within the meaning of
Section 13(d) of the Exchange Act) of equity interests in the Buyer which
represent a majority of the voting power of all classes of equity interests of
the Buyer taken together as one class, except pursuant to an underwritten Public
Offering of such equity interests by the Buyer; or

          (b)     there shall occur a sale or other disposition of all or
substantially all of the assets of the Buyer, other than to the Buyer and/or to
one or more Subsidiaries of the Buyer that are and that remain a corporation,
partnership, association or other business entity of which securities or other
ownership interests representing more than 50% of the equity and more than 50%
of the ordinary voting power or more than 50% of the general partnership
interests are owned by the Buyer or any Subsidiaries of the Buyer; or

          (c)     so long as no Change in Control has occurred under clauses (a)
or (b) above at such time, CHP IV, John K. Castle or Leonard M. Harlan shall
cease to have the right to designate and elect a majority of the members of the
Board of Managers of the Buyer; or

          (d)     a CHP IV Distribution has occurred.

          "CHI" means Castle Harlan, Inc., a Delaware corporation.

          "CHP IV" means Castle Harlan Partners IV, L.P., a Delaware limited
partnership.

          "CHP IV DISTRIBUTION" shall mean the distribution by CHP IV of all of
its equity interests in the Buyer (or the securities issued in respect thereof
or in exchange therefor) to its limited partners, other than by reason of the
dissolution, liquidation or termination of CHP IV.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "COMMON UNITS" means the Buyer's common units and any other equity
interests of the Buyer, the holders of which have the right, without limitation
as to amount, either to all or to a share of the balance of current dividends
and liquidating dividends after the payment of dividends and distributions on
any equity interests entitled to a preference.

          "COMPANY INTELLECTUAL PROPERTY" means all Intellectual Property used
in, held for use in, or otherwise reasonably necessary for the operation of, the
Business as currently conducted or contemplated.

          "COMPANY SECURITIES" means, collectively, the Units, Warrants and
Options.

          "COMPANY TRANSACTION EXPENSES" shall mean the aggregate amount of fees
and expenses payable by the Company or any of its Subsidiaries (and, pursuant to
this Agreement, if the Closing occurs, the Sellers) that are due and unpaid at
Closing to First Union Securities, Inc., PricewaterhouseCoopers, LLP, O'Melveny
& Myers LLP, Honigman, Miller, Schwartz & Cohn LLP, and other legal, financial,
accounting and auditing advisors to the Company or its Subsidiaries and the
Sellers.

          "CONSISTENTLY APPLIED" has the meaning set forth on Exhibit J.

                                       A-4


          "CONTINGENT PAYMENT AMOUNT" means $10,000,000.

          "CONTINGENT PAYMENT MEASUREMENT PERIOD" means any of the First
Contingent Payment Measurement Period, the Second Contingent Payment Measurement
Period and the Third Contingent Payment Measurement Period, as applicable.

          "CONTRACT" means, whether oral or in writing, any agreement, note,
bond, mortgage, indenture, lease, Real Property Lease, Intellectual Property
Contract or other contract.

          "CONTROLLED AFFILIATE" of any Person means any other Person with
respect to which (a) the first Person directly or indirectly beneficially owns a
majority of the participating or common equity securities or interests of such
other Person or a majority of the interests in the profits of such other Person,
(b) a majority of the board of directors (or similar governing body) of which
are elected or appointed, directly or indirectly, by the first Person or (c) the
first Person directly or indirectly beneficially owns a majority of the
securities or interests having the right to elect or appoint directors (or
equivalent governing Persons) of such Person (or in the case of a Person which
is not a corporation, having the equivalent voting power).

          "DESIGNATED CHP SALE" means a sale of equity interests or assets,
directly or indirectly, of the Buyer, in a single transaction or a series of
related transactions, that does not constitute a Change in Control under clauses
(a) or (b) of such definition in which the Castle Harlan Group sells to one or
more unaffiliated third parties or, in the context of an asset sale where
proceeds therefrom are distributed to member(s) of the Castle Harlan Group,
where Castle Harlan Group member(s) receive payments (excluding in all cases,
tax distributions and management fees paid or payable to members of the Castle
Harlan Group) in respect of its equity interests in the Buyer, whether in the
form of distributions, the redemption of equity interests, or the repayment or
prepayment of Indebtedness held by members of the Castle Harlan Group that is,
by its terms, convertible into or exercisable or exchangeable for equity
securities of the Buyer or any of its Subsidiaries but excluding in all cases
Indebtedness under the CHP IV Convertible Bridge Note outstanding on the date
hereof, with a dollar value equal to at least one-third of its economic equity
interest, whether in the form of Common Units, Preferred Units or otherwise, in
the Buyer or any of its Subsidiaries as of the date of the sale (when combined
with prior sales), it being understood and agreed that, for the avoidance of
doubt, any benefit to the Buyer or any of its Subsidiaries arising from any
Designated CHP Sale, including an increase in cash or Cash Equivalents or
reduction in Indebtedness of the Buyer or any of its Subsidiaries, shall not
constitute an "indirect" dividend, distribution or proceed to any member of the
Castle Harlan Group; PROVIDED, HOWEVER, that in determining whether such
one-third threshold has been satisfied, the value of the interests of the Castle
Harlan Group shall be calculated based on the value allocated to such interests
at the time such interests were sold in the Designated CHP Sale (with all
interests of the same kind that were not sold in the Designated CHP Sale being
calculated on the same basis) or, for any portion of the equity interests that
has not been attributed a value that may be clearly extrapolated from the
express provisions of the agreements or instruments governing the Designated CHP
Sale, the price allocated to such interests at the time acquired.

          "DESIGNATED PUBLIC OFFERING" means a Public Offering that does not
constitute a Change in Control in which or in connection with which the Castle
Harlan Group has sold or has

                                       A-5


redeemed at least one-third of its economic equity interest, whether in the form
of Common Units, Preferred Units or otherwise, in the Buyer or any of its
Subsidiaries, (when combined with prior sales) as of the date of the Designated
Public Offering; PROVIDED, HOWEVER, that in determining whether such one-third
threshold has been satisfied, the value of the interests of the Castle Harlan
Group shall be calculated based on the price allocated to any such interests at
the time such interests were sold or redeemed in, or in connection with, the
Designated Public Offering (with all interests of the same kind that were not
sold in the Designated Public Offering being calculated on the same basis or,
for any portion of the equity interests that have not been attributed a value
that may be clearly extrapolated from the express provisions of the agreements
or instruments governing the Designated Public Offering, the price allocated to
such interests at the time acquired).

          "DESIGNATED SELLERS" means, collectively, all of the Sellers, other
than JPMorgan and IPA MTech Investments, LLC.

          "DETERMINATION DATE" means the last day of each Contingent Payment
Measurement Period; PROVIDED, that in the event of a Liquidity Event, the
"Determination Date" shall mean the date that such Liquidity Event occurs.

          "ELIGIBLE INSTITUTION" means a commercial banking institution that has
combined capital and surplus of not less than $500 million and that is rated "A"
(or higher) according to Moody's or S&P at the time as of which any investment
or rollover therein is made.

          "ENVIRONMENTAL CLAIMS" means any complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, notice of violation,
judicial or administrative proceeding, judgment, letter or communication from
any Governmental Entity, or any third party involving actual or alleged
violations of Environmental Laws, Handling of Hazardous Materials, or Releases
of Hazardous Materials from or onto (a) any assets, properties or businesses of
the Company or any of its Subsidiaries or any predecessor in interest, as of
immediately prior to the Closing Date and without giving effect to the
Transaction; (b) from or onto adjoining properties or businesses; or (c) from or
onto any facilities which received Hazardous Materials generated or Handled by
the Company or any of its Subsidiaries or any predecessor in interest, as of
immediately prior to the Closing Date and without giving effect to the
Transaction.

          "ENVIRONMENTAL LAWS" includes, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
9601 et seq., as amended; the Resource Conservation and Recovery Act ("RCRA"),
42 U.S.C. 6901 et seq., as amended; the Clean Air Act ("CAA"), 42 U.S.C. 7401 et
seq., as amended; the Clean Water Act ("CWA"), 33 U.S.C. 1251 et seq., Toxic
Substances Control Act ("TOSCA"), 15 U.S.C. 2601 et seq., as amended; the
Federal Insecticide Fungicide and Rodenticide Act ("FIFRA") 7 U.S.C., 136 et
seq., as amended; the Emergency Planning and Community Right to Know Act (Title
III of SARA or "EPCRA"), 42 U.S.C. 11001 et seq., as amended; the Occupational
Safety and Health Act ("OSHA"), 29 U.S.C. 655 et seq., and any other federal,
provincial, state, local, municipal or foreign law, treaty, judicial decision,
regulation, statute, rule, judgment, order, decree, injunction, permit or
governmental restriction, other law or subordinate legislation or common law,
ordinances, or regulatory codes of practice and equivalent controls, imposing
liability or establishing standards of conduct for Handling of Hazardous
Materials and the

                                       A-6


protection of health, safety and the environment or which have as a purpose or
effect the protection or prevention of harm to the environment which are binding
in relation to the business, facilities, operations, properties, assets and/or
upon the Company and its Subsidiaries in any relevant jurisdiction in which the
Company and its Subsidiaries has been or is operating (including by the export
of its products, or its waste thereto) on or before Closing.

          "ENVIRONMENTAL LIABILITIES" means any monetary obligations, losses,
liabilities (including strict liability), damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all
reasonable out-of-pocket fees, disbursements and expenses of counsel,
out-of-pocket expert and consulting fees and out-of-pocket costs for
environmental site assessments, remedial investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any
Environmental Claim filed by any Governmental Entity, Person or any third party
which relate to any violations of Environmental Laws, Handling of Hazardous
Materials, Remedial Actions, Releases or threatened Releases of Hazardous
Materials from or onto (a) any property presently or formerly owned by the
Company or any of its Subsidiaries or a predecessor in interest, or (b) any
facility that received Hazardous Materials that were generated or Handled by the
Company or any of its Subsidiaries or a predecessor in interest.

          "ENVIRONMENTAL LIEN" means any Lien in favor of any Governmental
Entity for Environmental Liabilities.

          "ENVIRONMENTAL PERMITS" means any permits, licenses, certificates,
exemptions, authorizations, registrations, consents, orders, filings, reporting
or notice requirements, or approvals and any related agreement required by any
Governmental Entity or under Environmental Laws.

          "EQUITYHOLDERS" means holders of equity interests of the Buyer or any
member of the Castle Harlan Group and their respective Affiliates, but only to
the extent the foregoing hold interests in the Buyer, the voting control over
which interests is vested with an officer, director or senior employee of CHI.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

          "ERISA AFFILIATE" means any entity which, together with the Sellers or
the Buyer, as the case may be, would be treated as a single employer under
Section 414(b), (c), (m) or (o) of the Code.

          "ESCROW AGREEMENT " means the escrow agreement among the Buyer, the
Sellers' Representative and U.S. Bank & Trust Company, N.A. in substantially the
form attached as Exhibit L hereto, as may be amended, modified or supplemented
from time to time.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "FAIR VALUE" means, on any date specified herein (a) in the case of
cash, the dollar amount thereof, (b) in the case of a security admitted for
trading on any national securities

                                       A-7


exchange or quoted in the over-the-counter market, the Market Price, (c) in the
case of securities or property subject to a sale agreement, the implied fair
market value thereof, to the extent such value may be clearly extrapolated from
the express provisions of the agreements or instruments governing the sale or
disposition of such securities or property and (d) in all other cases, the fair
market value thereof as determined in good faith by the Buyer and consistent
with the methodology used by CHP IV in reporting fair market value to its
limited partners.

          "FIRST CONTINGENT PAYMENT MEASUREMENT PERIOD" means the period
commencing on January 1, 2003 and ending on December 31, 2003.

          "FOREIGN PENSION PLAN" means any plan, fund (including, without
limitation, any superannuation fund) or other similar program established or
maintained by the Company, any Subsidiary of the Company or any of the Company's
Affiliates outside the United States of America for the benefit of employees of
the Company or any of the Subsidiaries of the Company, as of immediately prior
to the Closing Date without giving effect to the Transaction, residing outside
the United States of America, which fund or similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.

          "FRENCH FACILITY DISPOSITION " means the sale or disposition of the
Company's real properties and buildings located at 49 route de Reims, Betheny
(Marne) pursuant to the agreements and instruments attached to Schedule 4.33
hereto.

          "FRENCH FACILITY BUILDING SALE/LEASEBACK TRANSACTION" means the
transaction pursuant to which SFEA Altus SARL sold the building constructed at
the facility located at Plots 28 and 29, Les Naux, Betheny (Marne) Zone
D'Activite and leased or rented such buildings pursuant to a leasing
arrangement, the obligations under which shall constitute Indebtedness
hereunder, all in accordance with the agreements and instruments attached to
Schedule 4.33 hereto.

          "FRENCH FACILITY EQUIPMENT SALE/LEASEBACK TRANSACTION" means the sale
by SFEA Altus SARL of the equipment purchased by the Company or any of its
Subsidiaries prior to or after Closing for use at the facility located at Plots
28 and 29, Les Naux, Betheny (Marne) Zone D'Activite and the subsequent leasing
of such equipment, all in accordance with the agreements and instruments
attached to Schedule 4.33 hereto.

          "FULLY-DILUTED BASIS" means with respect to any Person, all
outstanding equity interests, whether vested or unvested and whether or not
subject to a repurchase agreement and after giving effect to any additional
equity interests of such Person issued or issuable upon the exercise, conversion
or exchange of any options, warrants and other rights to acquire equity
interests of such Person outstanding (whether or not vested), on or immediately
prior to the Determination Date.

          "G3.0 MODEL RECALL" means the recall initiated by Volvo, Saab and
Volkswagen prior to the Closing Date as set forth on the respective recall
notices issued in or about July 2002.

          "GAAP" means US generally accepted accounting principles, Consistently
Applied.

                                       A-8


          "GIBBS LITIGATION" shall mean the legal proceeding captioned GIBBS V.
ADVANCED ACCESSORY SYSTEMS, LLC, pending on appeal in the United States Court of
Appeals for the Sixth Circuit, Docket No. 01-1740, from the matter captioned
GIBBS V. ADVANCED ACCESSORY SYSTEMS, LLC in the United States District Court for
the Eastern District of Michigan, Case Nos. 96-cv-71458 and 96-cv-73954 and any
cause of action, suit, demand or claim (whether at law or in equity) or any
proceeding resulting from a remand or reversal thereof or appeal therefrom.

          "GOVERNMENTAL AUTHORIZATION" shall mean any approval, license,
franchise, consent, concession, order, registration, permit, waiver, or other
authorization issued, granted, given, or otherwise made available by, from or
under the authority of any Governmental Entity or pursuant to any legal
requirement.

          "GOVERNMENTAL ENTITY" means any nation or government, any foreign,
federal, state, province, city, town, municipality, county, local or other
political subdivision thereof or thereto and any department, commission, court
or arbitrator of competent jurisdiction, stock exchange board, bureau,
instrumentality, agency, organization, self-regulatory authority or other entity
exercising executive, legislative, judicial, taxing, regulatory,
quasi-governmental or administrative powers or functions of or pertaining to
government.

          "HANDLED" means any manner of generating, accumulating, storing,
treating, disposing of, transporting, transferring, labeling, handling,
manufacturing or using, as any of such terms may further be defined in any
Environmental Law, of any Hazardous Materials.

          "HAZARDOUS MATERIALS" shall include, without regard to amount and/or
concentration (a) any element, compound, or chemical that is defined, listed,
regulated or otherwise classified as a contaminant, pollutant, irritant, toxic
pollutant, toxic or hazardous substances, extremely hazardous substance or
chemical under Environmental Laws; (b) any waste regulated, defined, listed or
otherwise classified by Environmental Laws, including, but not limited to
hazardous waste, agricultural waste, recyclable materials, sludge, used oils,
construction and demolition debris and solid waste, (c) petroleum,
petroleum-based or petroleum-derived products; (d) polychlorinated biphenyls;
(e) any natural or artificial substance exhibiting a hazardous waste
characteristic including but not limited to corrosivity, ignitibility, toxicity
or reactivity as well as any radioactive or explosive materials; and (f) any raw
materials, building components, including but not limited to asbestos-containing
materials and manufactured products containing Hazardous Materials.

          "HEDGING AGREEMENT" means any interest rate, foreign currency,
commodity or equity swap, collar, cap, floor or forward rate agreement, or other
agreement or arrangement designed to protect against fluctuations in interest
rates or currency, commodity or equity values (including, without limitation,
any option with respect to any of the foregoing and any combination of the
foregoing agreements or arrangements), and any confirmation executed in
connection with any such agreement or arrangement, all as amended, supplemented
or otherwise modified from time to time.

          "INCOME TAXES" means Taxes imposed upon, or measured by, net income.

                                       A-9


          "INDEBTEDNESS" means, without duplication, with respect to any Person
and its Subsidiaries (a) all indebtedness for borrowed money, (b) all
obligations for the deferred purchase price of property and assets or services,
other than those incurred in the ordinary course of business; (c) all
obligations evidenced by notes, bonds, debentures or other similar instruments,
or upon which interest payments are ordinarily made, (d) all capitalized lease
obligations (including, in the case of the Company and its Subsidiaries, whether
or not treated as a capitalized lease obligation under GAAP, the amounts
representing the aggregate amount of the unpaid obligations under the lease
entered into in connection with the French Facility Building Sale/Leaseback
Transaction as set forth on Schedule 4.33), together with the accrued interest
thereon through the relevant date of determination, which amounts, as of the
Closing Date (and only for purposes of calculations made on such date) shall be
$7,063,382, representing the dollar equivalent of EURO 6,556,560 based on the
exchange rate set forth in Section 12.14, (e) all obligations under acceptance,
standby letters of credit or similar facilities, (f) all matured obligations to
purchase, redeem, retire, defease or otherwise make any payment in respect of
any membership interests, shares of capital stock or other ownership or profit
interest or any warrants, rights or options to acquire such membership
interests, shares or such other ownership or profit interest (it being
understood that, for purposes of this definition, redeemable warrants shall not
constitute Indebtedness until the holder of any such warrant is entitled by its
terms to require redemption thereof), (g) all obligations guaranteeing any
Indebtedness, leases, dividends or other obligations, of any other Person in any
manner, whether directly or indirectly, (h) all accrued interest of all
obligations referred to in (a) - (g) and (i) all obligations referred to in (a)
- - (h) of a third-party secured by any Lien on property or assets; PROVIDED, that
Indebtedness shall exclude all intercompany Indebtedness among the Buyer and its
Subsidiaries and shall include any premium, penalty or fee in respect of the
payment, prepayment, defeasance, retirement or redemption of any Indebtedness,
whether or not required (which, for purposes of the 9 3/4% Notes, shall mean the
amount of the 4 7/8 premium associated with the redemption of the 9 3/4% Notes
pursuant to Article III of the Indenture); PROVIDED, FURTHER, that the amount of
the "other non-current assets" specifically referenced in subsection (j) of the
definition of Net Indebtedness, representing on the Closing Date the dollar
equivalent of EURO 862,872 (and only for purposes of calculations made on such
date) hereunder outstanding on any relevant date of determination arising with
respect to the French Facility Building Sale/Leaseback Transaction, together
with accrued and unpaid interest thereon through the relevant date of
determination, shall reduce the amount of Indebtedness in any relevant
determination of Indebtedness after the Closing Date. For the avoidance of
doubt, any unfunded portion (whether or not recorded in the books and records of
the Company and its Subsidiaries) of any pension plan of the Company and its
Subsidiaries, whether a U.S. Benefit Plan covered by Title IV of ERISA or a
Foreign Pension Plan, shall not be considered part of Indebtedness.

          "INDENTURE" means that certain Indenture, dated as of October 1, 1997,
among the Company and AAS Capital, as Issuers, the guarantors named therein,
First Union National Bank, as Trustee, as amended, modified or supplemented from
time to time.

          "INTELLECTUAL PROPERTY" means all domestic and foreign trademarks,
service marks, brand names, d/b/a's, Internet domain names, business names,
logos, symbols, trade dress, assumed names, fictitious names, trade names, all
other indicia of origin, and all goodwill in connection with the foregoing;
patents (including renewals, extensions and reissues), inventions (whether
patentable or not), confidential and proprietary information, trade secrets,
know-how,

                                      A-10


databases, customer lists, vendor and supplier lists; published and unpublished
works of authorship, and copyrights (including renewals, extensions,
restorations and reversions); and all applications (including divisions,
continuations and continuations-in-part) and registrations for the foregoing,
and all other intellectual property or proprietary rights.

          "INTERIM PERIOD" means, with respect to any Straddle Period, the
portion of such Straddle Period that begins on the first day of such Straddle
Period and that ends on the Closing Date.

          "INTERIM PERIOD TAXES" means, with respect to any Straddle Period,
Taxes attributable to the Interim Period which shall be deemed to equal: (a) in
the case of Taxes that are based upon or related to income or receipts, the
amount that would be payable if the Straddle Period had ended on the Closing
Date and the books of the Company and each of its Subsidiaries were closed as of
the close of such date; (b) in the case of Taxes imposed on specific
transactions or events, Taxes imposed on specific transactions or events
occurring on or before the Closing Date; and (c) in the case of Taxes imposed on
a periodic basis, or in the case of any other Taxes not covered by clause (a) or
clause (b), the amount of such Taxes for the entire Straddle Period multiplied
by a fraction (i) the numerator of which is the number of calendar days in the
Interim Period and (ii) the denominator of which is the number of calendar days
in the entire Straddle Period.

          "IRR" means the compounded internal rate of return to the Castle
Harlan Group with respect to its investment in the Buyer and its Subsidiaries
calculated for the period from the Closing to any Determination Date, based on
the Original Equity Value, any Subsequent Equity Contribution and the Total
Castle Harlan Group Equity Value (as though such Total Castle Harlan Group
Equity Value were paid in full to the Castle Harlan Group on the relevant
Determination Date), based on the following equation:

          Total Castle Harlan Group Equity Value = ((1 + IRR)(TO THE POWER OF n)
X Original Equity Value) + ((1 + IRR)(TO THE POWER OF s) X Subsequent Equity
Contribution) - ((1+IRR)(TO THE POWER OF t) X dividends, distributions on equity
or redemption proceeds in respect of capital stock or other equity securities
received, directly or indirectly, by the Castle Harlan Group (excluding in all
cases, tax distributions and management fees paid or payable to members of the
Castle Harlan Group pursuant to the Management Agreement, it being understood
and agreed that, for the avoidance of doubt, any event or transaction inuring to
the benefit of the Buyer or any of its Subsidiaries, including an increase in
cash or Cash Equivalents or reduction in Indebtedness of the Buyer or any of its
Subsidiaries, shall not constitute an "indirect" dividend, distribution or
proceed to any member of the Castle Harlan Group)

          where n is the number of whole months from the date of Closing to the
Determination Date, s is the number of whole months from the date of the
applicable Subsequent Equity Contribution by the Castle Harlan Group in the
Buyer or any of its Subsidiaries, without duplication, to the Determination Date
and t is the number of whole months from the date of such dividend, distribution
or redemption to the Determination Date.

          Furthermore, for purposes of calculating the Yearly Contingent
Payment, the IRR shall be calculated by assuming (i) that the Yearly Allocable
Contingent Payment becomes

                                      A-11


Yearly Contingent Payment on a dollar by dollar basis so that the Yearly
Allocable Contingent Payment will actually become Yearly Contingent Payment to
the extent of that portion of the Yearly Allocable Contingent Payment that
permits the IRR Target to be satisfied and (ii) that any equity interests of the
Buyer, the vesting of which is contingent upon the Castle Harlan Group achieving
a designated internal rate of return on its investment in the Buyer, shall be
deemed to have fully vested as of the relevant Determination Date.

          "IRR TARGET" means an IRR of 2.210445059% per month (or portion
thereof) from the Closing Date to the Determination Date.

          "IRS" means the United States Internal Revenue Service.

          "JP MORGAN" means J. P. Morgan Partners (23A SBIC), LLC.

          "KNOWLEDGE OF THE BUYER" means the actual knowledge of any executive
officer of the Buyer.

          "KNOWLEDGE OF THE COMPANY" means the actual knowledge as of the date
of this Agreement of Terence Seikel, Barry Steele, Richard Borghi, Bryan
Fletcher, Wim Rengelink, Gerrit DeGraaf, Barbara Rushing, Corina Koenders-de
Rijke, Paulette Brinker and Tom McMillan.

          "LAW" means any statute, law, constitutional provision, code,
regulation, ordinance, rule, ruling, judgment, decision, order, writ,
injunction, decree, permit, concession, grant, franchise, license, agreement,
directive, binding guideline or policy or rule of common law, requirement of, or
other governmental restriction of or determination by any Governmental Entity or
any interpretation of any of the foregoing by any Governmental Entity; PROVIDED,
that references to a Person's compliance with Law (or similar formulations)
shall include only those Laws with which such Person is required to comply.

          "LIEN" means any preemptive right, mortgage, restriction on voting or
transfer or any pledge, lien (statutory or otherwise), usufruct, hypothetical
assignment for security, "claim" (as such term is used in this context outside
of the United States), preference priority charge, hypothecary, encumbrance or
security interest of any kind.

          "LIQUIDITY EVENT PAYMENT" means the maximum amount of the total
portion of the Contingent Payment Amount that has not been previously earned by
or paid to the Sellers, whether in cash or in the form of Contingent Payment
Notes, as of the Determination Date, that, if paid to the Sellers as of the
Determination Date in accordance with the terms of this Agreement would yield an
IRR no lower than the IRR Target for the period from the Closing Date to the
Determination Date.

          "MANAGEMENT AGREEMENT " means the management agreement among the
Buyer, the Company and CHI, as may be amended, modified or supplemented from
time to time.

          "MARKET PRICE" means, on any date specified herein with respect to any
securities, the amount per share of the securities, equal to (a) the last
reported sale price of such securities, regular way, on such date or, in case no
such sale takes place on such date, the average of the

                                      A-12


closing bid and asked prices thereof regular way on such date, in either case as
officially reported on the principal national securities exchange on which such
securities are then listed or admitted for trading, (b) if such securities are
not then listed or admitted for trading on any national securities exchange but
are designated as a national market system security by the National Association
of Securities Dealers ("NASD"), the last reported trading price of such
securities on such date, or (c) if there shall have been no trading on such date
or if the securities are not so designated, the average of the closing bid and
asked prices of such securities on such date as shown by the NASD automated
quotation system.

          "MATERIAL ADVERSE EFFECT" means, without giving effect to the Brink
Acquisition or the Ancillary Transactions, a material adverse effect on the
business, operations, properties, financial condition, assets or results of
operations of the Company and its Subsidiaries taken as a whole; PROVIDED,
HOWEVER, that any such material adverse effect due to a deterioration in the
economy in general or the industry in which any of the Company or its
Subsidiaries is engaged shall not be a Material Adverse Effect.

          "NET BUILDING SALE/LEASEBACK PROCEEDS" means, with respect to the
French Facility Building Sale/Leaseback Transaction, the net cash proceeds
actually payable to the Company or any of its Subsidiaries, without duplication,
from the French Facility Building Sale/Leaseback Transaction, less the sum of
(a) all out-of-pocket expenses and costs associated with the French Facility
Building Sale/Leaseback Transaction, including underwriting commissions and
legal, investment banking, brokerage and accounting and other professional fees,
sales commissions and other out-of-pocket expenses and disbursements incurred in
connection with the French Facility Building Sale/Leaseback Transaction, (b) all
Taxes actually paid, assessed or estimated by the Company (in good faith) to be
payable by the Company or any of its Subsidiaries in connection with the French
Facility Building Sale/Leaseback Transaction (without offset for any losses or
other benefits that would minimize or eliminate such Taxes) and (c) any
Indebtedness and other payments required to be repaid or made in connection with
the French Facility Building Sale/Leaseback Transaction other than Indebtedness
that was required to be repaid under the Credit Agreement or the Indenture in
connection therewith.

          "NET DISPOSITION PROCEEDS" means $693,118, the dollar equivalent of
EURO 643,384.39 based on the exchange rate set forth in Section 12.14,
representing the cash proceeds actually payable to the Company or its
Subsidiaries, without duplication, from the French Facility Disposition, less
the sum of (a) all out-of-pocket expenses and costs associated with such French
Facility Disposition, including underwriting and broker commissions and legal,
investment banking, brokerage and accounting and other professional fees, sales
commissions and other out-of-pocket expenses and disbursements incurred in
connection with such French Facility Disposition, (b) all Taxes actually paid,
assessed or estimated by the Company (in good faith) to be payable by the
Company or any of its Subsidiaries in connection with such French Facility
Disposition (without offset for any losses or other benefits that would minimize
or eliminate such Taxes), (c) any Indebtedness and other payments that were
required to be repaid or made in connection with the French Facility
Disposition, other than Indebtedness that was required to be repaid under the
Credit Agreement or the Indenture in connection therewith and (d) any deferred
portion of the net cash proceeds payable to the Company or its Subsidiaries from
the French Facility Disposition, including any amount held in escrow or a
restricted account of the

                                      A-13


Company or its Subsidiaries, that has not been actually paid to the Company or
any of its Subsidiaries on or prior to the Closing Date.

          "NET EQUIPMENT SALE/LEASEBACK PROCEEDS" means, with respect to any
French Facility Equipment Sale/Leaseback Transaction, the net cash proceeds
actually payable to the Company or any of its Subsidiaries, without duplication,
from such French Facility Equipment Sale/Leaseback Transaction, less the sum of
(a) all out-of-pocket expenses and costs associated with such French Facility
Equipment Sale/Leaseback Transaction , including underwriting commissions and
legal, investment banking, brokerage and accounting and other professional fees,
sales commissions and other out-of-pocket expenses and disbursements incurred in
connection with such French Facility Equipment Sale/Leaseback Transaction, (b)
all Taxes actually paid, assessed or estimated by the Company (in good faith) to
be payable by the Company or any of its Subsidiaries in connection with such
French Facility Equipment Sale/Leaseback Transaction (without offset for any
losses or other benefits that would minimize or eliminate such Taxes), (c) any
Indebtedness and other payments that were required to be repaid or made in
connection with the French Facility Equipment Sale/Leaseback Transaction other
than Indebtedness that was required to be repaid prior to the Closing under the
Credit Agreement or Indebtedness required to be repaid after the Closing under
any Buyer Credit Agreement and (d) any deferred portion of the net cash proceeds
payable to the Company or its Subsidiaries from the French Facility Equipment
Sale/Leaseback Transaction, including any amount held in escrow, that has not
been actually paid to the Company or its Subsidiaries on or prior to the Closing
Date.

          "NET INDEBTEDNESS" shall mean, as of the Closing Date, and without
giving effect to the Brink Acquisition or the Ancillary Transactions, (a)
Indebtedness of the Company and its Subsidiaries, MINUS (b) Cash Equivalents of
the Company and its Subsidiaries, (less the excess, if any, of the Net Equipment
Sale/Leaseback Proceeds actually received by the Company or any of its
Subsidiaries on or prior to the Closing Date (without giving effect to the Brink
Acquisition or the Ancillary Transactions) over EURO 2,000,000 as set forth on
Schedule 4.33), MINUS (c) the aggregate amount payable to the Company at Closing
as set forth in Section 2.6(b), PLUS (d) Company Transaction Expenses, MINUS (e)
the aggregate actual or deemed exercise price of all Options, other than
Rollover Options MINUS (f) all intercompany Indebtedness reflected in
Indebtedness as such, MINUS (g) to the extent included in Indebtedness, the
redemption price under the Warrants to the extent the Warrants are purchased by
the Buyer in accordance with the terms hereof, MINUS (h) the aggregate stated
amount under any letters of credit, including the Gibbs Letter of Credit, PLUS
(i) 50% of the Net Disposition Proceeds MINUS (j) the amount of the "other
non-current assets" outstanding on the Closing Date and designated on Schedule
4.33 arising with respect to the French Facility Building Sale/Leaseback
Transaction in an amount equal to $929,572, representing the dollar equivalent
of EURO 862,872 based on the exchange rate set forth in Section 12.14.

          "NET PURCHASE PRICE" shall mean the Aggregate Consideration MINUS Net
Indebtedness.

          "NEW OPTIONS" means options to purchase New Units issued hereunder in
exchange for Rollover Options and subject to the New Option Agreement relating
to such New Option.

                                      A-14


          "ORGANIZATIONAL DOCUMENTS" means (a) the memorandum, articles and/or
certificate of incorporation and/or association and the bylaws of a corporation;
(b) the partnership agreement and any statement of partnership of a general
partnership; (c) the limited partnership agreement and the certificate of
limited partnership of a limited partnership; (d) any charter or similar
document adopted or filed in connection with the creation, formation or
organization of a Person, including, with respect to a limited liability
company, its member and/or operating agreement; and (e) any amendment to the
foregoing.

          "ORIGINAL EQUITY VALUE" means the amount invested as equity, directly
or indirectly, whether in the form of Common Units, Preferred Units or
otherwise, in the Buyer by the Castle Harlan Group as of the Closing Date.

          "PENSION PLAN" shall have the meaning set forth under the definition
of Benefit Plan.

          "PER UNIT CASH PURCHASE PRICE" shall mean the quotient obtained by
dividing: (a) the Net Purchase Price minus the $10,000,000 representing the
aggregate principal amount of the Promissory Notes by (b) the aggregate number
of Company Securities outstanding immediately prior to the Closing (treating
each Warrant and Option as the full number of Units into which they are
exercisable as of the Closing without giving effect to any cashless or net
exercise payment feature in any Warrant or Option).

          "PERCENTAGE INTERESTS" means, with respect to each Seller, the
percentage of the issued and outstanding Company Securities owned by such Seller
immediately prior to the Closing (treating each Warrant and Option as the full
number of Units into which they are exercisable as of the Closing, without
giving effect to any cashless or net exercise option) as set forth on Schedule A
hereto.

          "PERMITTED LIENS" means any Liens (a) for a liability reflected or
referred to in the December 31, 2002 Audited Financial Statements, (b) for a
liability referred to on the Schedules, (c) for Taxes that are (i) not yet due
or payable or delinquent or (ii) being contested in good faith, (d) zoning,
building and other similar governmental restrictions and liens imposed by
operation of Law (including, without limitation, mechanics', carriers',
workmen's, repairmen's, landlord's and other similar liens arising from or
incurred in the ordinary course of business and for which the underlying
payments are not yet delinquent), or (e) any non-monetary encumbrances affecting
the Owned Real Property or Leased Real Property that could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.

          "PERSON" means an individual, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization, including a Governmental Entity.

          "POST-CLOSING PERIOD" means any Taxable Period that ends after the
Closing Date (including the portion of a Straddle Period that constitutes a
Post-Interim Period).

          "POST-CLOSING TAXES" means Taxes attributable to a Post-Closing Period
(including Post-Interim Period Taxes).

                                      A-15


          "POST-INTERIM PERIOD" means, with respect to any Straddle Period, the
portion of such Straddle Period that begins on the Closing Date and that ends on
the last day of such Straddle Period.

          "POST-INTERIM PERIOD TAXES" means, with respect to any Straddle
Period, all Straddle Period Taxes other than Interim Period Taxes.

          "PRE-CLOSING PERIOD" means any Taxable Period that ends on or before
the Closing Date (not including the portion of a Straddle Period that
constitutes an Interim Period).

          "PRE-CLOSING TAXES" means Taxes attributable to a Pre-Closing Period
(not including Interim Period Taxes).

          "PREFERRED UNITS" means the Buyer's preferred units and any other
equity interests of the Buyer which entitle the holder thereof to a preference
with respect to the payment of dividends or distributions, or as to the
liquidating dividends or distribution of assets upon any voluntary or
involuntary liquidation or dissolution of the Buyer, over the Common Units.

          "PROMISSORY NOTES" means the promissory notes issued by the Promissory
Note Obligors having an aggregate principal amount of $10,000,000, in
substantially the form attached as Exhibit F hereto.

          "PUBLIC OFFERING" shall mean a public offering of equity interests of
the Buyer or any of its Subsidiaries or any of their successors.

          "PURCHASED COMPANY SECURITIES" means all of the Company Securities,
excluding the Rollover Securities.

          "REGISTERED" means issued, registered, renewed or the subject of a
pending application.

          "RELEASE" means any spilling, leaking, pumping, emitting, emptying,
discharging, injecting, escaping, leaching, migrating, dumping, or disposing of
Hazardous Materials (including the abandonment or discarding of barrels,
containers or other closed receptacles containing Hazardous Materials) into the
environment in violation of any Environmental Law.

          "REMEDIAL ACTION" means all actions taken to (a) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate or in any other way address
Hazardous Materials in the indoor or outdoor environment; (b) prevent or
minimize a Release or threatened Release of Hazardous Materials so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment; (c) perform pre-remedial studies and
investigations and post-remedial operation and maintenance activities; or (d)
any other actions authorized by 42 U.S.C. 9601.

          "RESERVE ACCOUNT PERCENTAGE INTEREST" means with respect to each
Seller (other than the Seller's Representative) the amount expressed as a
percentage obtained by dividing: (a) such Seller's Percentage Interest by (b)
the aggregate amount of all Percentage Interests of all Sellers (other than that
of the Sellers' Representative).

                                      A-16


          "ROLLOVER OPTIONS" means the Options held by the Rollover Sellers
designated under the heading "Rollover Options" as set forth on Schedule A
hereto.

          "ROLLOVER SECURITIES" means, collectively, the Rollover Units and the
Rollover Options.

          "ROLLOVER SELLERS" means the Sellers as set forth on Schedule A, to
the extent of their Rollover Securities.

          "SEC" means the Securities and Exchange Commission.

          "SECOND CONTINGENT PAYMENT MEASUREMENT PERIOD" means the period
commencing on January 1, 2004 and ending on December 31, 2004.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "SELLER SCHEDULED INDEMNIFIABLE LIABILITIES" means each of the items
set forth on Schedule 9.2(a)(v).

          "SENIOR BUYER CREDIT AGREEMENT " means the Credit Agreement dated as
of the date hereof, as amended, supplemented, modified, replaced or refinanced
from time to time, among SportRack, Valley , Brink B.V., various lenders from
time to time party thereto, and General Electric Capital Corporation as agent
for such lenders, together with any credit, financing, loan or other agreement
or instrument entered into in connection with the extension, refinancing,
substitution or replacement thereof.

          "STRADDLE PERIOD" means any Taxable Period of the Company or any of
its Subsidiaries that begins before and includes, but does not end on, the
Closing Date.

          "STRADDLE PERIOD TAXES" means Taxes attributable to a Straddle Period.

          "SUBSEQUENT EQUITY CONTRIBUTION" means, without duplication, the
amount of equity invested in the Buyer or any of its Subsidiaries by the Castle
Harlan Group, directly or indirectly, at any time after the date of Closing,
including Indebtedness issued to the Castle Harlan Group that is, by its terms,
convertible into, or exercisable or exchangeable for, equity securities of the
Buyer or any of its Subsidiaries.

          "SUBSIDIARY" means any Person more than 50% of the outstanding voting
or equity securities of which, or any partnership, joint venture or other entity
more than 50% of the total equity or other economic interest of which, is
directly or indirectly owned by another Person.

          "TARGET WORKING CAPITAL" means $55,000,000.

          "TAX" (or, when referring to more than one Tax, the term "TAXES")
includes any Federal, state, provincial, local or foreign net income, gross
income, net receipts, gross receipts, profit, capital, severance, property,
production, sales, use, license, excise, franchise,

                                      A-17


employment, payroll, withholding, alternative or add-on minimum, AD VALOREM,
value-added, transfer, stamp, employment or other tax, custom, duty, fee or
other governmental charge of any kind, together with any interest, fine,
penalty, addition to tax or additional amount imposed with respect thereto.

          "TAX RETURN" means any return, report, statement or information
statement of any kind whatsoever required to be filed by the Company or any of
its Subsidiaries with any Taxing Authority.

          "TAXABLE PERIOD" means any taxable year or any other period with
respect to which any Tax may be imposed under any applicable statute, rule or
regulation.

          "TAXING AUTHORITY" means any governmental body or authority of any
kind whatsoever (whether federal, state, foreign, provincial, local, city or
otherwise) competent or authorized to impose any Tax.

          "TERMINATION DATE" means 11:59 p.m. New York City time on April 15,
2003.

          "THIRD CONTINGENT PAYMENT MEASUREMENT PERIOD" means the period
commencing on January 1, 2005 and ending on December 31, 2005.

          "TOTAL CASTLE HARLAN GROUP COMMON EQUITY VALUE" means, as of the
Determination Date, the product derived by multiplying (a) Total Common Equity
Value by (b) the Castle Harlan Group's percentage ownership interest in all
Common Units, on a Fully-Diluted Basis.

          "TOTAL CASTLE HARLAN GROUP EQUITY VALUE" means, as of the
Determination Date, the sum of (a) Total Castle Harlan Group Common Equity Value
plus (b) Total Castle Harlan Group Preferred Equity Value.

          "TOTAL CASTLE HARLAN GROUP PREFERRED EQUITY VALUE" means, as of the
Determination Date, the aggregate dollar amount that would be distributed in
respect of all Preferred Units held by all members of the Castle Harlan Group,
on a Fully-Diluted Basis, if the Buyer were liquidated on the Determination Date
in accordance with the terms of the Buyer's Operating Agreement.

          "TOTAL COMMON EQUITY VALUE" means, as of the Determination Date, the
difference between (a) Total Equity Value and (b) Total Preferred Equity Value;
provided, that if Total Equity Value is less than or equal to Total Preferred
Equity Value, then Total Common Equity Value shall be zero.

          "TOTAL EQUITY VALUE" means the equity value of the Buyer, as of the
Determination Date, calculated as follows:

          (i)     In the event that no Change in Control has occurred, the
following:

                  (A)   (5.65 x Adjusted Consolidated EBITDA for the relevant
                        Contingent Payment Measurement Period) less

                                      A-18


                  (B)   all principal, interest, fees and premium, if any (to
                        the extent such premium would be payable (other than to
                        members of the Castle Harlan Group) on the relevant
                        Determination Date), on all Indebtedness of the Buyer or
                        its Subsidiaries recorded as such on the books and
                        records of the Buyer or its Subsidiaries (other than the
                        amount of any Subsequent Equity Contribution that is
                        also recorded as Indebtedness on the books and records
                        of the Buyer or its Subsidiaries and that is also
                        included as a Subsequent Equity Contribution in the
                        determination of IRR), (including, without limitation,
                        any Indebtedness represented by capital leases and
                        including any Contingent Payment Notes and Promissory
                        Notes) accrued and payable as of the relevant
                        Determination Date, excluding all Indebtedness
                        represented by the Gibbs Letter of Credit, to the extent
                        collateralized by the Sellers pursuant to Section 8.10
                        hereof, plus

                  (C)   an amount equal to the aggregate cash receivable by the
                        Buyer upon exercise, conversion or exchange of all
                        outstanding options, warrants and other securities
                        convertible into or exchangeable for equity interests of
                        the Buyer, which have not been so exercised, converted
                        or exchanged, as of the relevant Determination Date,
                        plus

                  (D)   all Cash Equivalents of the Buyer and its Subsidiaries
                        as of the relevant Determination Date, excluding
                        restricted cash that is not treated as a current asset
                        under GAAP, less

                  (E)   the Yearly Contingent Payment then being tested for the
                        relevant Contingent Payment Measurement Period, plus

                  (F)   without duplication, an amount equal to all net cash
                        payments from employees of the Buyer or any of its
                        Subsidiaries under notes issued by such employees to the
                        Buyer or any of its Subsidiaries in connection with such
                        employee's acquisition of equity interests in the Buyer
                        or any of its Subsidiaries.

          (ii)    In the event of a Change in Control, the following:

                  (A)   the Fair Value of the consideration received, without
                        duplication, for the sale of the equity interests sold
                        by all holders of equity interests in the Buyer or its
                        Subsidiaries (as of the date of receipt thereof) in such
                        Change in Control, plus

                  (B)   if applicable, the Fair Value of any direct or indirect
                        beneficial ownership interest maintained by any holder
                        of equity interests in the Buyer or any successor entity
                        immediately after such Change in Control in lieu of the
                        sale or disposition of such interests for

                                      A-19


                        cash; PROVIDED, that, in the case of a Change in Control
                        occurring as part of a Public Offering, the Fair Value
                        of any class of equity interests publicly offered shall
                        be the price at which such interests are sold to the
                        public in such Public Offering, less

                  (C)   the maximum amount of any deferred payment (whether in
                        the form of deferral, earn-out, escrow or otherwise) of
                        the consideration payable to holders of equity interests
                        in the Buyer (in accordance with the terms of any
                        agreement or instrument governing such Change in
                        Control); less

                  (D)   the Liquidity Event Payment then being tested.

          "TOTAL PREFERRED EQUITY VALUE" means, as of the Determination Date,
the aggregate dollar amount that would be distributed in respect of all
Preferred Units, on a Fully-Diluted Basis, if the Buyer were liquidated on the
Determination Date in accordance with the terms of the Buyer's Operating
Agreement.

          "TRANSFER REGULATIONS" means the Transfer of Undertakings (Protection
of Employment) Regulations 1981 or such legislation enacted in an relevant
jurisdictions pursuant to the EC Directive 77/187/EEC.

          "TRANSFERRING SELLERS" means the Sellers, other than the Rollover
Sellers to the extent of their Rollover Securities.

          "U.S. BENEFIT PLAN" means each Benefit Plan covering, or providing
benefits to, employees of the Company and its Subsidiaries, as of immediately
prior to the Closing Date without giving effect to the Transaction, based in the
United States or which is subject to ERISA or the Code.

          "VALYI AGREEMENT" shall mean the Agreement dated as of December 1,
1997 between Valtek, LLC and Emery I. Valyi, as amended pursuant to an Agreement
Amendment dated as of August 25, 2000 (as further amended, modified or
supplemented from time to time).

          "WARN ACT" means the Worker Adjustment and Retraining Notification
Act, as amended.

          "WARRANTS" shall mean the Warrants to purchase up to 501 Class A Units
of the Company dated as of October 30, 1996, issued to each of JP Morgan and
International Mezzanine Capital BV (1,002 Class A Units in the aggregate).

          "WASTE" means waste including anything which is discarded or which the
holder intends or is required to discard and anything which is abandoned,
unwanted or surplus irrespective of whether it is capable of being recovered or
recycled or has any value such that there is likely to be a breach of
Environmental Law or such that any investigation, treatment or remediation of
any of the businesses, facilities, operations, properties or assets is or would
be required or would be undertaken by a prudent owner or occupier.

                                      A-20


          "YEARLY ALLOCABLE CONTINGENT PAYMENT" means one-third (1/3) of the
Contingent Payment Amount; PROVIDED, HOWEVER, that to the extent that the Yearly
Allocable Contingent Payments for the First Contingent Payment Measurement
Period or the Second Contingent Payment Measurement Period exceeds the Yearly
Contingent Payment for such period, then such excess shall be added to the
Yearly Allocable Contingent Payment for the subsequent Contingent Payment
Measurement Period.

          "YEARLY CONTINGENT PAYMENT" means the maximum amount of the Yearly
Allocable Contingent Payment that, if paid to the Sellers in respect of the
relevant Contingent Payment Measurement Period in accordance with the terms of
this Agreement would yield an IRR no lower than the IRR Target for such
Contingent Payment Measurement Period.

          The following terms shall have the meaning specified in the indicated
section of this Agreement.

                                      A-21


                              CROSS-REFERENCE LIST


                                      A-22


                                                                                              
$.......................................................................................................SECTION 1.2
9 3/4% NOTES................................................................................................ANNEX I
AAS ACQUISITION............................................................................................PREAMBLE
AAS CAPITAL.................................................................................................ANNEX I
AAS HOLDINGS...............................................................................................PREAMBLE
AAS HOLDINGS LIQUIDATION.................................................................................SCHEDULE D
AASA....................................................................................................SECTION 5.2
ADJUSTED CONSOLIDATED EBITDA................................................................................ANNEX I
ADJUSTED WORKING CAPITAL....................................................................................ANNEX I
AFFILIATE...................................................................................................ANNEX I
AFFILIATED GROUP....................................................................................SECTION 4.13(a)
AGGREGATE BRINK INTERNATIONAL CONSIDERATION..........................................................SECTION 2.1(b)
AGGREGATE CASH PROCEEDS...........................................................................SECTION 2.2(b)(i)
AGGREGATE CONSIDERATION.....................................................................................ANNEX I
ANCILLARY EXPENSES...................................................................................SECTION 2.1(a)
ANCILLARY TRANSACTIONS...............................................................................SECTION 2.1(a)
ARTICLE.................................................................................................SECTION 1.2
AUDITED FINANCIAL STATEMENTS.........................................................................SECTION 4.6(a)
BENEFIT PLAN................................................................................................ANNEX I
BORGHI PAYABLE AMOUNT.............................................................................SECTION 2.6(b)(i)
BRINK ACQUISITION..........................................................................................PREAMBLE
BRINK BV LOAN............................................................................................SCHEDULE D
BRINK EQUITY CONSIDERATION...................................................................................2.1(b)
BRINK INTERCOMPANY LOAN..................................................................................SCHEDULE D
BRINK INTERNATIONAL........................................................................................PREAMBLE
BRINK RECEIVABLE.........................................................................................SCHEDULE D
BRINK RECEIVABLE ACQUISITION.............................................................................SCHEDULE D
BRINK SECURITIES...........................................................................................PREAMBLE
BRINK TAX AUDIT.............................................................................................ANNEX I
BUSINESS....................................................................................................ANNEX I
BUSINESS DAY................................................................................................ANNEX I
BUYER......................................................................................................PREAMBLE
BUYER CREDIT AGREEMENTS..............................................................................SECTION 2.4(C)
BUYER SCHEDULED INDEMNIFIABLE LIABILITIES...................................................................ANNEX I
BUYER TAXES.................................................................................................ANNEX I
BUYER'S AUDITOR...................................................................................SECTION 2.3(a)(i)
BUYER'S OPERATING AGREEMENT................................................................................PREAMBLE
BYLAWS..................................................................................................SECTION 3.1
CANADIAN CREDIT AGREEMENT............................................................................SECTION 4.3(e)
CAPITAL TAX.............................................................................................SECTION 2.7
CASH COLLATERAL BANK.............................................................................SECTION 2.2(d)(ii)
CASH EQUIVALENTS............................................................................................ANNEX I
CASTLE HARLAN GROUP.........................................................................................ANNEX I
CHAAS HOLDINGS BV II.....................................................................................SCHEDULE D
CHAAS HOLDINGS BV III....................................................................................SCHEDULE D
CHAAS LOAN...............................................................................................SCHEDULE D



                                   Exhibit L-1


                                                                                               
CHANGE IN CONTROL...........................................................................................ANNEX I
CHI.........................................................................................................ANNEX I
CHP IV......................................................................................................ANNEX I
CHP IV BRIDGE NOTE......................................................................................SECTION 5.1
CHP IV BRIDGE NOTE GUARANTORS...........................................................................SECTION 5.1
CHP IV DISTRIBUTION.........................................................................................ANNEX I
CLAIMS.................................................................................................SECTION 6.14
CLASS A UNITS..............................................................................................PREAMBLE
CLASS A-1 UNITS............................................................................................PREAMBLE
CLOSING..............................................................................................SECTION 2.6(a)
CLOSING DATE.........................................................................................SECTION 2.6(a)
CODE........................................................................................................ANNEX I
COMMON UNITS................................................................................................ANNEX I
COMPANY....................................................................................................PREAMBLE
COMPANY INTELLECTUAL PROPERTY...............................................................................ANNEX I
COMPANY SECURITIES..........................................................................................ANNEX I
COMPANY TRANSACTION EXPENSES................................................................................ANNEX I
CONFIDENTIAL TRANSACTION...............................................................................SECTION 6.14
CONSISTENTLY APPLIED........................................................................................ANNEX I
CONTINGENT PAYMENT AMOUNT...................................................................................ANNEX I
CONTINGENT PAYMENT MEASUREMENT PERIOD.......................................................................ANNEX I
CONTINGENT PAYMENT NOTES.............................................................................SECTION 2.4(c)
CONTINGENT PAYMENT STATEMENT......................................................................SECTION 2.4(b)(i)
CONTRACT....................................................................................................ANNEX I
CONTROLLED AFFILIATE........................................................................................ANNEX I
CONTROLLING MEMBERS..................................................................................SECTION 6.5(a)
CREDIT AGREEMENT.....................................................................................SECTION 4.3(e)
CZECH APPROVAL.........................................................................................SECTION 8.11
DE MINIMUS AMOUNT...................................................................................SECTION 9.5(c)
DECEMBER 31, 2002 10-K...............................................................................SECTION 4.7(b)
DECEMBER 31, 2002 AUDITED FINANCIAL STATEMENTS.......................................................SECTION 4.6(a)
DEFICIT.............................................................................................SECTION 9.10(b)
DESIGNATED CHP SALE.........................................................................................ANNEX I
DESIGNATED EMPLOYEES.................................................................................SECTION 6.7(b)
DESIGNATED PUBLIC OFFERING..................................................................................ANNEX I
DESIGNATED SELLERS..........................................................................................ANNEX I
DETERMINATION DATE..........................................................................................ANNEX I
DOLLARS.................................................................................................SECTION 1.2
ELIGIBLE INSTITUTION........................................................................................ANNEX I
EMPLOYMENT AGREEMENTS......................................................................................PREAMBLE
ENVIRONMENTAL CLAIMS........................................................................................ANNEX I
ENVIRONMENTAL LAWS..........................................................................................ANNEX I
ENVIRONMENTAL LIABILITIES...................................................................................ANNEX I
ENVIRONMENTAL LIEN..........................................................................................ANNEX I
ENVIRONMENTAL PERMITS.......................................................................................ANNEX I
EQUITYHOLDERS...............................................................................................ANNEX I



                                   Exhibit L-2


                                                                                            
ERISA.......................................................................................................ANNEX I
ERISA AFFILIATE.............................................................................................ANNEX I
ESCROW AGREEMENT............................................................................................ANNEX I
ESTIMATED CASH BALANCES........................................................................SECTION 2.3(C)(i)(c)
EVENT OF DEFAULT.....................................................................................SECTION 2.4(c)
EXCHANGE ACT................................................................................................ANNEX I
EXCLUDED SELLERS.....................................................................................SECTION 6.7(a)
FAIR VALUE..................................................................................................ANNEX I
FEBRUARY 2003 UNAUDITED FINANCIAL STATEMENTS.........................................................SECTION 4.6(b)
FINAL ADJUSTED WORKING CAPITAL....................................................................SECTION 2.3(a)(i)
FINAL CASH BALANCES...............................................................................SECTION 2.3(a)(i)
FINAL CLOSING STATEMENT...........................................................................SECTION 2.3(a)(i)
FINANCING DOCUMENTS.....................................................................................SECTION 6.2
FIRST CONTINGENT PAYMENT MEASUREMENT PERIOD.................................................................ANNEX I
FISHER PAYABLE AMOUNT............................................................................SECTION 2.6(b)(ii)
FOREIGN PENSION PLAN........................................................................................ANNEX I
FRENCH FACILITY BUILDING SALE/LEASEBACK TRANSACTION.........................................................ANNEX I
FRENCH FACILITY DISPOSITION.................................................................................ANNEX I
FRENCH FACILITY EQUIPMENT SALE/LEASEBACK TRANSACTION........................................................ANNEX I
FULLY-DILUTED BASIS.........................................................................................ANNEX I
G3.0 MODEL RECALL...........................................................................................ANNEX I
GAAP........................................................................................................ANNEX I
GIBBS CASH COLLATERAL ACCOUNT....................................................................SECTION 8.10(a)(i)
GIBBS ESCROW AGREEMENT...........................................................................SECTION 8.10(a)(i)
GIBBS LETTER OF CREDIT..............................................................................SECTION 8.10(a)
GIBBS LITIGATION............................................................................................ANNEX I
GIBBS LLC........................................................................................SECTION 8.10(a)(i)
GOVERNMENTAL AUTHORIZATION..................................................................................ANNEX I
GOVERNMENTAL ENTITY.........................................................................................ANNEX I
HANDLED.....................................................................................................ANNEX I
HAZARDOUS MATERIALS.........................................................................................ANNEX I
HEDGING AGREEMENT...........................................................................................ANNEX I
HEREBY..................................................................................................SECTION 1.2
HEREIN..................................................................................................SECTION 1.2
HEREOF..................................................................................................SECTION 1.2
HERETO..................................................................................................SECTION 1.2
HOLDINGS BV................................................................................................PREAMBLE
HOLDINGS BV CAPITALIZATION..............................................................................SECTION 2.7
HSR ACT.................................................................................................SECTION 3.3
INCLUDE.................................................................................................SECTION 1.2
INCLUDING...............................................................................................SECTION 1.2
INCOME TAXES................................................................................................ANNEX I
INDEBTEDNESS................................................................................................ANNEX I
INDEMNIFIED PARTY.......................................................................................SECTION 9.4
INDEMNIFYING PARTY......................................................................................SECTION 9.4
INDENTURE...................................................................................................ANNEX I



                                   Exhibit L-3


                                                                                          
INDEPENDENT AUDITOR..............................................................................SECTION 2.3(b)(ii)
INTELLECTUAL PROPERTY.......................................................................................ANNEX I
INTELLECTUAL PROPERTY CONTRACTS.....................................................................SECTION 4.14(a)
INTERIM PERIOD..............................................................................................ANNEX I
INTERIM PERIOD TAXES........................................................................................ANNEX I
IRR.........................................................................................................ANNEX I
IRR TARGET..................................................................................................ANNEX I
IRS.........................................................................................................ANNEX I
JANUARY 2003 UNAUDITED FINANCIAL STATEMENTS..........................................................SECTION 4.6(b)
JP MORGAN...................................................................................................ANNEX I
KNOWLEDGE OF THE BUYER......................................................................................ANNEX I
KNOWLEDGE OF THE COMPANY....................................................................................ANNEX I
LAW.........................................................................................................ANNEX I
LEASED REAL PROPERTY................................................................................SECTION 4.17(c)
LIEN........................................................................................................ANNEX I
LIQUIDITY EVENT......................................................................................SECTION 2.4(d)
LIQUIDITY EVENT PAYMENT.....................................................................................ANNEX I
LIQUIDITY EVENT STATEMENT.........................................................................SECTION 2.4(d)(i)
LOSSES...............................................................................................SECTION 9.2(a)
MANAGEMENT AGREEMENT........................................................................................ANNEX I
MANAGEMENT SUBSCRIPTION AGREEMENT..........................................................................PREAMBLE
MARKET PRICE................................................................................................ANNEX I
MATERIAL ADVERSE EFFECT.....................................................................................ANNEX I
MATERIAL CUSTOMERS.....................................................................................SECTION 4.27
MATERIAL SUPPLIERS.....................................................................................SECTION 4.26
MEMBERS' AGREEMENT......................................................................................SECTION 3.1
MINIMUM RESERVE BALANCE.............................................................................SECTION 9.10(b)
MONTHLY UNAUDITED FINANCIAL STATEMENTS...............................................................SECTION 4.6(b)
MORGAN PAYABLE AMOUNT...........................................................................SECTION 2.6(b)(iii)
NET BUILDING SALE/LEASEBACK PROCEEDS........................................................................ANNEX I
NET DISPOSITION PROCEEDS....................................................................................ANNEX I
NET EQUIPMENT SALE/LEASEBACK PROCEEDS.......................................................................ANNEX I
NET INDEBTEDNESS............................................................................................ANNEX I
NET PURCHASE PRICE..........................................................................................ANNEX I
NETHERLANDS DOMICILIARY..............................................................................SECTION 2.4(c)
NEW GIBBS ESCROW AGREEMENT...................................................................SECTION 8.10(a)(ii)(b)
NEW OBLIGORS............................................................................................SECTION 7.4
NEW OPTION AGREEMENT.......................................................................................PREAMBLE
NEW OPTIONS.................................................................................................ANNEX I
NEW UNITS.........................................................................................SECTION 2.2(c)(i)
NEWCO AB.................................................................................................SCHEDULE D
NEWCO APS................................................................................................SCHEDULE D
NEWCO LTD................................................................................................SCHEDULE D
NEWCOS...................................................................................................SCHEDULE D
NOTICE OF OBJECTION..............................................................................SECTION 2.3(a)(ii)
OPERATING AGREEMENT.....................................................................................SECTION 3.1



                                   Exhibit L-4


                                                                                              
OPTION PLANS...............................................................................................PREAMBLE
OPTIONS....................................................................................................PREAMBLE
OR......................................................................................................SECTION 1.2
ORGANIZATIONAL DOCUMENTS....................................................................................ANNEX I
ORIGINAL EQUITY VALUE.......................................................................................ANNEX I
OWNED REAL PROPERTY.................................................................................SECTION 4.17(a)
PAID LOSS............................................................................................SECTION 9.9(a)
PENSION PLAN................................................................................................ANNEX I
PER UNIT CASH PURCHASE PRICE................................................................................ANNEX I
PERCENTAGE INTERESTS........................................................................................ANNEX I
PERMITTED LIENS.............................................................................................ANNEX I
PERSON......................................................................................................ANNEX I
POLICIES...............................................................................................SECTION 4.25
POST-CLOSING PERIOD.........................................................................................ANNEX I
POST-CLOSING TAXES..........................................................................................ANNEX I
POST-INTERIM PERIOD.........................................................................................ANNEX I
POST-INTERIM PERIOD TAXES...................................................................................ANNEX I
PRE-CLOSING PERIOD..........................................................................................ANNEX I
PRE-CLOSING TAXES...........................................................................................ANNEX I
PREFERRED UNITS.............................................................................................ANNEX I
PRINCIPAL DOCUMENTS.....................................................................................SECTION 5.2
PROMISSORY NOTE OBLIGORS.........................................................................SECTION 2.2(b)(ii)
PROMISSORY NOTES............................................................................................ANNEX I
PROPOSAL.............................................................................................SECTION 6.5(a)
PUBLIC OFFERING.............................................................................................ANNEX I
PURCHASED COMPANY SECURITIES................................................................................ANNEX I
REAL PROPERTY LEASE.................................................................................SECTION 4.17(c)
REGISTERED..................................................................................................ANNEX I
RELATED PARTIES.....................................................................................SECTION 4.21(a)
RELATED PARTY.......................................................................................SECTION 4.21(a)
RELEASE.....................................................................................................ANNEX I
RELEASEES..............................................................................................SECTION 6.14
REMEDIAL ACTION.............................................................................................ANNEX I
RESERVE ACCOUNT.....................................................................................SECTION 9.10(a)
RESERVE ACCOUNT PERCENTAGE INTEREST.........................................................................ANNEX I
RESERVE TERMINATION DATE............................................................................SECTION 9.10(c)
RESTRICTED UNITS...........................................................................................PREAMBLE
REVISED LIQUIDITY EVENT STATEMENT................................................................SECTION 2.4(d)(iv)
ROLLOVER.............................................................................................SECTION 2.2(c)
ROLLOVER OPTIONS............................................................................................ANNEX I
ROLLOVER SECURITIES.........................................................................................ANNEX I
ROLLOVER SECURITIES REPURCHASE AGREEMENT...................................................................PREAMBLE
ROLLOVER SELLERS............................................................................................ANNEX I
ROLLOVER UNITS....................................................................................SECTION 2.2(c)(i)
SEC.........................................................................................................ANNEX I
SEC DOCUMENTS........................................................................................SECTION 4.7(a)



                                   Exhibit L-5


                                                                                              
SECOND CONTINGENT PAYMENT MEASUREMENT PERIOD................................................................ANNEX I
SECTION.................................................................................................SECTION 1.2
SECURITIES ACT..............................................................................................ANNEX I
SELLER.....................................................................................................PREAMBLE
SELLER SCHEDULED INDEMNIFIABLE LIABILITIES..................................................................ANNEX I
SELLERS....................................................................................................PREAMBLE
SELLERS' REPRESENTATIVE.............................................................................SECTION 12.1(a)
SENIOR BUYER CREDIT AGREEMENT...............................................................................ANNEX I
SPORTRACK...............................................................................................SECTION 9.8
SPORTRACK CZECH........................................................................................SECTION 8.11
STATEMENT OF CONSOLIDATED NET ASSETS..............................................................SECTION 2.3(a)(i)
STRADDLE PERIOD.............................................................................................ANNEX I
STRADDLE PERIOD TAXES.......................................................................................ANNEX I
SUBORDINATED GUARANTEE..................................................................................SECTION 7.4
SUBSEQUENT EQUITY CONTRIBUTION..............................................................................ANNEX I
SUBSIDIARY..................................................................................................ANNEX I
TANGIBLE PROPERTY...................................................................................SECTION 4.18(a)
TARGET WORKING CAPITAL......................................................................................ANNEX I
TAX.........................................................................................................ANNEX I
TAX ASSET...............................................................................................SECTION 8.6
TAX CLAIM............................................................................................SECTION 9.7(a)
TAX RETURN..................................................................................................ANNEX I
TAXABLE PERIOD..............................................................................................ANNEX I
TAXES.......................................................................................................ANNEX I
TAXING AUTHORITY............................................................................................ANNEX I
TERMINATION DATE............................................................................................ANNEX I
THIRD CONTINGENT PAYMENT MEASUREMENT PERIOD.................................................................ANNEX I
THIRD PARTY CLAIM.......................................................................................SECTION 9.4
THRESHOLD AMOUNT.....................................................................................SECTION 9.5(a)
TOTAL CASTLE HARLAN GROUP COMMON EQUITY VALUE...............................................................ANNEX I
TOTAL CASTLE HARLAN GROUP EQUITY VALUE......................................................................ANNEX I
TOTAL CASTLE HARLAN GROUP PREFERRED EQUITY VALUE............................................................ANNEX I
TOTAL COMMON EQUITY VALUE...................................................................................ANNEX I
TOTAL EQUITY VALUE..........................................................................................ANNEX I
TOTAL PREFERRED EQUITY VALUE................................................................................ANNEX I
TRANSACTION..........................................................................................SECTION 2.1(a)
TRANSFER REGULATIONS........................................................................................ANNEX I
TRANSFERRING SELLERS........................................................................................ANNEX I
U.S. BENEFIT PLAN...........................................................................................ANNEX I
UNIT VESTING REPURCHASE AGREEMENT..........................................................................PREAMBLE
UNITS......................................................................................................PREAMBLE
VALLEY..................................................................................................SECTION 9.8
VALLEY LETTER....................................................................................SECTION 2.6(b)(ii)
VALTEK, LLC.............................................................................................SECTION 9.8
VALYI AGREEMENT.............................................................................................ANNEX I
WARN ACT....................................................................................................ANNEX I
WARRANTS....................................................................................................ANNEX I
WASTE.......................................................................................................ANNEX I
YEARLY ALLOCABLE CONTINGENT PAYMENT.........................................................................ANNEX I
YEARLY CONTINGENT PAYMENT...................................................................................ANNEX I



                                   Exhibit L-6

EX-10.2

                                                                    EXHIBIT 10.2

================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                            DATED AS OF MAY 23, 2003

                                  BY AND AMONG

                                 SPORTRACK, LLC,

                           VALLEY INDUSTRIES, LLC, AND

                                   BRINK B.V.,

                                  AS BORROWERS

                                       AND

                       THE OTHER PERSONS PARTY HERETO THAT
                        ARE DESIGNATED AS CREDIT PARTIES

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                              AS AGENT AND A LENDER

                                       AND

                 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO,
                                   AS LENDERS

================================================================================



                                TABLE OF CONTENTS



                                                                                                            PAGE
                                                                                                            ----
                                                                                                           
SECTION 1 AMOUNTS AND TERMS OF LOANS...........................................................................4

      Section 1.1     Loans....................................................................................4
      Section 1.2     Interest and Applicable Margins.........................................................18
      Section 1.3     Fees....................................................................................20
      Section 1.4     Payments................................................................................23
      Section 1.5     Prepayments.............................................................................24
      Section 1.6     Maturity................................................................................28
      Section 1.7     Loan Account............................................................................28
      Section 1.8     Yield Protection; Illegality............................................................29
      Section 1.9     Taxes...................................................................................30
      Section 1.10    Borrower Representative.................................................................32
      Section 1.11    European Lender Qualification...........................................................32

SECTION 2 AFFIRMATIVE COVENANTS...............................................................................33

      Section 2.1     Compliance With Laws and Contractual Obligations........................................33
      Section 2.2     Maintenance of Properties; Insurance....................................................34
      Section 2.3     Inspection; Lender Meeting..............................................................35
      Section 2.4     Organizational Existence................................................................35
      Section 2.5     Environmental Matters...................................................................35
      Section 2.6     Landlords' Agreements, Mortgagee Agreements and Bailee Letters..........................36
      Section 2.7     Further Assurances......................................................................37
      Section 2.8     Intentionally Reserved..................................................................38
      Section 2.9     European Mergers........................................................................38
      Section 2.10    Intellectual Property Cross License.....................................................39

SECTION 3 NEGATIVE COVENANTS..................................................................................39

      Section 3.1     Indebtedness............................................................................39
      Section 3.2     Liens and Related Matters...............................................................43
      Section 3.3     Investments.............................................................................45
      Section 3.4     Contingent Obligations..................................................................46
      Section 3.5     Restricted Payments.....................................................................47
      Section 3.6     Restriction on Fundamental Changes......................................................51
      Section 3.7     Disposal of Assets or Subsidiary Stock..................................................55
      Section 3.8     Transactions with Affiliates............................................................56
      Section 3.9     Conduct of Business.....................................................................56
      Section 3.10    Changes Relating to Indebtedness; Etc...................................................56
      Section 3.11    Fiscal Year.............................................................................57
      Section 3.12    Press Release; Public Offering Materials................................................57
      Section 3.13    Subsidiaries............................................................................58
      Section 3.14    Bank Accounts...........................................................................58
      Section 3.15    Hazardous Materials.....................................................................58


                                       -i-


                                                                                                           
      Section 3.16    ERISA/Canadian Pension Plan.............................................................59
      Section 3.17    Sale-Leasebacks.........................................................................59
      Section 3.18    Prepayments of Other Indebtedness.......................................................59
      Section 3.19    Gibbs Litigation........................................................................60

SECTION 4 FINANCIAL COVENANTS/REPORTING.......................................................................60

      Section 4.1     Intentionally Reserved..................................................................60
      Section 4.2     Intentionally Reserved..................................................................60
      Section 4.3     Intentionally Reserved..................................................................60
      Section 4.4     Minimum Fixed Charge Coverage Ratio.....................................................60
      Section 4.5     Intentionally Reserved..................................................................60
      Section 4.6     Intentionally Reserved..................................................................60
      Section 4.7     Maximum Senior Secured Leverage Ratio...................................................60
      Section 4.8     Financial Statements and Other Reports..................................................60
      Section 4.9     Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement......65

SECTION 5 REPRESENTATIONS AND WARRANTIES......................................................................65

      Section 5.1     Disclosure..............................................................................66
      Section 5.2     No Material Adverse Change..............................................................66
      Section 5.3     No Conflict.............................................................................66
      Section 5.4     Organization, Powers, Capitalization and Good Standing..................................66
      Section 5.5     Financial Statements and Projections....................................................67
      Section 5.6     Intellectual Property...................................................................68
      Section 5.7     Investigations, Audits, Etc.............................................................68
      Section 5.8     Employee Matters........................................................................68
      Section 5.9     Solvency................................................................................69
      Section 5.10    Litigation; Adverse Facts...............................................................69
      Section 5.11    Use of Proceeds; Margin Regulations.....................................................69
      Section 5.12    Ownership of Property; Liens............................................................70
      Section 5.13    Environmental Matters...................................................................70
      Section 5.14    ERISA/Similar Non-US Issues.............................................................71
      Section 5.15    Brokers.................................................................................72
      Section 5.16    Deposit and Disbursement Accounts.......................................................72
      Section 5.17    Agreements and Other Documents..........................................................73
      Section 5.18    Insurance...............................................................................73
      Section 5.19    Acquisition Agreement...................................................................73
      Section 5.20    European Mergers........................................................................74

SECTION 6 DEFAULT, RIGHTS AND REMEDIES........................................................................74

      Section 6.1     Event of Default........................................................................74
      Section 6.2     Suspension or Termination of Commitments................................................78
      Section 6.3     Acceleration and other Remedies.........................................................78
      Section 6.4     Performance by Agent....................................................................79
      Section 6.5     Application of Proceeds/Lender Risk Allocation Agreement................................80



                                      -ii-


                                                                                                          
SECTION 7 CONDITIONS TO LOANS.................................................................................81

      Section 7.1     Conditions to Initial Loans.............................................................81
      Section 7.2     Conditions to All Loans.................................................................81

SECTION 8 ASSIGNMENT AND PARTICIPATION/AGENCY PROVISIONS......................................................82

      Section 8.1     Assignment and Participations...........................................................82
      Section 8.2     Agent...................................................................................85
      Section 8.3     Set Off and Sharing of Payments.........................................................91
      Section 8.4     Disbursement of Funds...................................................................92
      Section 8.5     Disbursements of Advances; Payment......................................................92
      Section 8.6     Parallel European Debt..................................................................94

SECTION 9 MISCELLANEOUS.......................................................................................97

      Section 9.1     Indemnities.............................................................................97
      Section 9.2     Amendments and Waivers..................................................................98
      Section 9.3     Notices.................................................................................99
      Section 9.4     Failure or Indulgence Not Waiver; Remedies Cumulative..................................100
      Section 9.5     Marshaling; Payments Set Aside.........................................................100
      Section 9.6     Severability...........................................................................101
      Section 9.7     Lenders' Obligations Several; Independent Nature of Lenders' Rights....................101
      Section 9.8     Headings...............................................................................101
      Section 9.9     Applicable Law.........................................................................101
      Section 9.10    Successors and Assigns.................................................................101
      Section 9.11    No Fiduciary Relationship; Limited Liability...........................................102
      Section 9.12    Construction...........................................................................102
      Section 9.13    Confidentiality........................................................................102
      Section 9.14    CONSENT TO JURISDICTION................................................................102
      Section 9.15    WAIVER OF JURY TRIAL...................................................................103
      Section 9.16    Survival of Warranties and Certain Agreements..........................................103
      Section 9.17    Entire Agreement.......................................................................103
      Section 9.18    Counterparts; Effectiveness............................................................104
      Section 9.19    Replacement of Lenders.................................................................104
      Section 9.20    Delivery of Termination Statements and Mortgage Releases...............................106
      Section 9.21    Intentionally Reserved.................................................................106
      Section 9.22    Joint and Several Obligations regarding Canada.........................................106
      Section 9.23    European/Quebec Financial Assistance Limitation........................................106
      Section 9.24    Reaffirmation of Original Loan Documents...............................................107

SECTION 10 US BORROWER CROSS-GUARANTY........................................................................107

      Section 10.1    US Borrower Cross-Guaranty.............................................................107
      Section 10.2    Waivers by US Borrowers................................................................108
      Section 10.3    Benefit of Guaranty....................................................................108
      Section 10.4    Waiver of Subrogation, Etc.............................................................108



                                      -iii-


                                                                                                          
      Section 10.5    Election of Remedies...................................................................109
      Section 10.6    Limitation.............................................................................109
      Section 10.7    Contribution with Respect to Guaranty Obligations......................................110
      Section 10.8    Liability Cumulative...................................................................110



                                      -iv-


                               INDEX OF APPENDICES
ANNEXES

Annex A                  -      Definitions
Annex B                  -      Commitment Amounts
Annex C                  -      Closing Checklist
Annex D                  -      Pro Forma
Annex E                  -      Lenders' Bank Accounts

EXHIBITS

Exhibit 1.1(b)           -      European Term Note
Exhibit 1.1(c)(i)        -      US Revolving Note
Exhibit 1.1(c)(ii)       -      Notice of US Revolving Credit Advance
Exhibit 1.1(d)(i)        -      European Revolving Note
Exhibit 1.1(d)(ii)       -      Notice of European Revolving Credit Advance
Exhibit 1.2(f)           -      Notice of Continuation/Conversion
Exhibit 4.8(d)(i)        -      US Borrowing Base Certificate
Exhibit 4.8(d)(ii)       -      European Borrowing Base Certificate
Exhibit 4.8(n)           -      Compliance Certificate
Exhibit 8.1              -      Assignment Agreement
Exhibit A                -      Lender Risk Allocation Agreement

SCHEDULES

Schedule 3.1             -      Indebtedness
Schedule 3.2             -      Permitted Encumbrances
Schedule 3.3             -      Investments
Schedule 3.4             -      Contingent Obligations
Schedule 3.8             -      Affiliate Transactions
Schedule 3.9             -      Business Description
Schedule 3.17            -      Sale-Leasebacks
Schedule 5.4(a)          -      Jurisdictions of Organization and Qualifications
Schedule 5.4(b)          -      Capitalization
Schedule 5.6             -      Intellectual Property
Schedule 5.7             -      Investigations and Audits
Schedule 5.8             -      Employee Matters
Schedule 5.10            -      Litigation
Schedule 5.11            -      Use of Proceeds
Schedule 5.12            -      Real Estate
Schedule 5.13            -      Environmental Matters
Schedule 5.14            -      ERISA
Schedule 5.16            -      Deposit and Disbursement Accounts
Schedule 5.17            -      Agreements and Other Documents
Schedule 5.18            -      Insurance

                                       -v-


                                                                    EXHIBIT 10.2

                      AMENDED AND RESTATED CREDIT AGREEMENT

          This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of May 23, 2003
and entered into by and among 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, the financial institutions who
are or hereafter become parties to this Agreement as Lenders, and GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity
"GE Capital"), as a Lender and as Agent.

                                R E C I T A L S:

          WHEREAS, Borrowers, the other Credit Parties, Agent, and (pursuant, in
part, to various Assignments and Acceptances, each dated as of the date hereof,
and each effective immediately prior to the effectiveness of this Agreement,
among GE Capital and each of the other Lenders party to the Original Credit
Agreement, as hereinafter defined, on the date hereof immediately prior to the
effectiveness of such Assignments and Acceptances) GE Capital, as sole "Lender",
are each party to that certain Credit Agreement dated as of April 15, 2003 (the
"ORIGINAL CREDIT AGREEMENT") and the Loan Documents (as defined in the Original
Credit Agreement, the "ORIGINAL LOAN DOCUMENTS"), pursuant to which the
"Lenders" thereunder have made (i) a US term loan A (the "ORIGINAL US TERM LOAN
A") evidenced by various promissory notes (the "ORIGINAL US TERM LOAN A NOTES"),
(ii) a US term loan B (the "ORIGINAL US TERM LOAN B") evidenced by various
promissory notes (the "ORIGINAL US TERM LOAN B NOTES"), (iii) US revolving loans
(the "ORIGINAL US REVOLVING LOANS") evidenced by various promissory notes (the
"ORIGINAL US REVOLVING NOTES"), (iv) a European term loan A (the "ORIGINAL
EUROPEAN TERM LOAN A") evidenced by various promissory notes (the "ORIGINAL
EUROPEAN TERM LOAN A NOTES"), (v) a European term loan B (the "ORIGINAL EUROPEAN
TERM LOAN B") evidenced by various promissory notes (the "ORIGINAL EUROPEAN TERM
LOAN B NOTES"), and (vi) European revolving loans (the "ORIGINAL EUROPEAN
REVOLVING LOANS"; and together with the Original US Term Loan A, the Original US
Term Loan B, the Original US Revolving Loans, the Original European Term Loan A
and the Original European Term Loan B, the "ORIGINAL LOANS") evidenced by
various promissory notes (the "ORIGINAL EUROPEAN REVOLVING NOTES", and together
with the Original US Term Loan A Notes, the Original US Term Loan B Notes, the
Original US Revolving Notes, the Original European Term Loan A Notes and the
Original European Term Loan B Notes, the "ORIGINAL NOTES"); and

                                     Annex A
                                     Page 1


          WHEREAS, in order to secure (i) all Obligations under and as defined
in the Original Credit Agreement, each US Credit Party (as hereinafter defined)
has pledged and has granted to Agent a security interest in and lien upon
substantially all of its personal and real property (together with all other
collateral provided by the US Credit Parties under the Original Loan Documents,
the "ORIGINAL US COLLATERAL") and (ii) all European Obligations under and as
defined in the Original Credit Agreement, each Non-US Credit Party (as
hereinafter defined) has pledged and has granted to Agent a security interest in
and lien upon certain of its personal and real property (together with all other
collateral provided by the Non-US Credit Parties under the Original Loan
Documents, the "ORIGINAL EUROPEAN COLLATERAL"); and

          WHEREAS, Borrowers, the other Credit Parties, Lenders and Agent wish
to amend and restate the Original Credit Agreement subject to the terms and
conditions set forth herein; and

          WHEREAS, Borrower, the other Credit Parties, Lenders and Agent intend
that (i) the Obligations and European Obligations (each as defined under the
Original Credit Agreement) shall continue to exist under, and to be evidenced
by, this Agreement and the Notes (as hereinafter defined) issued hereunder, (ii)
the Original Loans shall be Loans under and as defined in this Agreement and the
Notes, (iii) the Original US Collateral shall secure the Obligations (as
hereinafter defined) and (iv) the Original European Collateral shall secure the
European Obligations (as hereinafter defined); and

          WHEREAS, Borrowers desire that Lenders continue to extend a US
revolving credit facility, a European term credit facility and a European
revolving credit facility to Borrowers to fund the repayment of certain
indebtedness of Borrowers, to provide working capital financing for Borrowers
and their Subsidiaries and to provide funds for other general corporate purposes
of Borrowers and their Subsidiaries; and

          WHEREAS, US Borrowers desire to secure all of the Obligations under
the Loan Documents (as hereinafter defined) by continuing to grant to Agent, for
the benefit of Agent and Lenders, a security interest in and lien upon
substantially all of their personal and real property; and

          WHEREAS, European Borrower desires to secure all of the European
Obligations by continuing to grant to Agent, for the benefit of Agent and
Lenders, a security interest in and lien upon substantially all of its personal
and real property; and

          WHEREAS, CHAAS Holdings, LLC, f/k/a CHAAS Acquisitions, LLC, a
Delaware limited liability company ("ULTIMATE Holdings") that owns all of the
Stock (as hereinafter defined) of Holdings (as hereinafter defined), is willing
to continue to guaranty all of the Obligations and to pledge to Agent, for the
benefit of Agent and Lenders, all of the Stock of Holdings to secure the
Obligations; and

          WHEREAS, CHAAS Acquisitions, LLC, a Delaware limited liability company
("HOLDINGS") that owns all of the Stock of US SportRack Holdings (as hereinafter

                                     Annex A
                                     Page 2


defined), 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, 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"), that owns all of the Stock of SportRack US
Borrower, is willing to continue to guaranty all of the Obligations and to
pledge to Agent, for the benefit of Agent and Lenders, all of the Stock of
SportRack US Borrower to secure the Obligations; and

          WHEREAS, AAS Acquisitions, LLC, a Delaware limited liability company
("EUROPEAN US HOLDINGS"), that owns all of the Stock of European First Tier
Dutch Holdings (as hereinafter defined), is willing to continue to guaranty all
of the Obligations and to pledge to Agent, for the benefit of Agent and Lenders,
(i) all of the Stock of European First Tier Dutch Holdings to secure the
European Obligations and (ii) 65% of the Stock of European First Tier Dutch
Holdings to secure the Obligations; and

          WHEREAS, CHAAS Holdings 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 05072494 ("EUROPEAN FIRST TIER
DUTCH HOLDINGS"), that owns all of the Stock of European Second Tier Dutch
Holdings (as hereinafter defined), is willing to continue to guaranty all of the
European Obligations and to pledge to Agent, for the benefit of Agent and
Lenders all of the Stock of European Second Tier Dutch Holdings (as hereinafter
defined) to secure the European Obligations; and

          WHEREAS, 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 SECOND TIER
DUTCH HOLDINGS"), that owns all of the Stock of European Borrower, is willing to
continue to guaranty all of the European Obligations and to pledge to Agent, for
the benefit of Agent and Lenders all of the Stock of European Borrower to secure
the European Obligations; and

          WHEREAS, (i) each direct and indirect US Subsidiary (as hereinafter
defined) of each Borrower is willing to continue to guaranty all of the
Obligations and to grant to Agent, for the benefit of Agent and Lenders, a
security interest in and lien upon substantially all of its personal and real
property to secure the Obligations, (ii) each direct and indirect Non-US
Subsidiary (as hereinafter defined) of each Borrower and of European Second Tier
Dutch Holdings is, to the extent permitted by law, willing to continue to
guaranty all of the European Obligations, (iii) certain direct and indirect
Non-US Subsidiaries of each Borrower and of European Second Tier Dutch Holdings
are, to the extent permitted by law, willing to continue to grant to Agent, for
the benefit of Agent and Lenders, a security interest in and a

                                     Annex A
                                     Page 3


lien upon certain of their personal and real property to secure the European
Obligations, (iv) the Stockholders (as hereinafter defined) of each direct and
indirect US Subsidiary of each Borrower are willing to pledge to Agent, for the
benefit of Agent and Lenders, all of the Stock of such US Subsidiaries to secure
the Obligations, and (v) the Stockholders of each direct and indirect Non-US
Subsidiary of each Borrower and of European Second Tier Dutch Holdings are, to
the extent permitted by law, willing to continue to pledge to Agent, for the
benefit of Agent and Lenders, (x) all of the Stock of such Non-US Subsidiaries
to secure the European Obligations and (y) to the extent such Stockholder is a
US Credit Party, 65% of the Stock of such Non-US Subsidiaries to secure the
Obligations; and

          WHEREAS, all capitalized terms herein shall have the meanings ascribed
thereto in ANNEX A hereto which is incorporated herein by reference.

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrowers, Credit Parties, Lenders
and Agent agree that the Original Credit Agreement shall be amended and restated
as follows:

                                    SECTION 1
                           AMOUNTS AND TERMS OF LOANS

          Section 1.1   LOANS.

          Subject to the terms and conditions of this Agreement and in reliance
upon the representations and warranties of Borrowers and the other Credit
Parties contained herein:

          (a)     INTENTIONALLY RESERVED.

          (b)     EUROPEAN TERM LOAN. As of the date hereof, the outstanding
principal balance of (i) the Original European Term Loan A is 9,596,938.20 Euros
and (ii) the Original European Term Loan B is 15,595,024.57 Euros (collectively,
the "OUTSTANDING ORIGINAL EUROPEAN TERM LOAN BALANCE"). On the Closing Date,
10,000,000 Euros of the Outstanding Original European Term Loan Balance shall be
continued and shall convert automatically, for all purposes of this Agreement to
"EUROPEAN TERM LOAN" hereunder owing to the European Term Lenders as if such
European Term Loans had been made by the European Term Lenders to the European
Borrower hereunder on the Closing Date ratably in accordance with their
respective Pro Rata Shares. The remaining amount of the Original European Term
Loan Balance shall be permanently repaid by European Borrower on the Closing
Date. Additionally, the full outstanding principal amount of the Original US
Term Loan A and the Original US Term Loan B shall be permanently repaid by US
Borrowers on the Closing Date.

          European Borrower shall repay the European Term Loan through periodic
payments on the dates and in the amounts (as such amounts may reduced in
accordance with SECTION 1.5(e)) indicated below ("SCHEDULED INSTALLMENTS"). The
European Term Loan shall be advanced, denominated, and repayable in Euros.

                                     Annex A
                                     Page 4


                               EUROPEAN TERM LOAN



DATE                                                    SCHEDULED INSTALLMENT
                                                      
September 30, 2003                                       EURO   250,000
December 31, 2003                                        EURO   250,000
March 31, 2004                                           EURO   250,000
June 30, 2004                                            EURO   250,000
September 30, 2004                                       EURO   250,000
December 31, 2004                                        EURO   250,000
March 31, 2005                                           EURO   250,000
June 30, 2005                                            EURO   500,000
September 30, 2005                                       EURO   500,000
December 31, 2005                                        EURO   500,000
March 31, 2006                                           EURO   500,000
June 30, 2006                                            EURO   750,000
September 30, 2006                                       EURO   750,000
December 31, 2006                                        EURO   750,000
March 31, 2007                                           EURO   750,000
June 30, 2007                                            EURO   750,000
September 30, 2007                                       EURO   750,000
December 31, 2007                                        EURO   750,000
March 31, 2008                                           EURO 1,000,000


          The final installment shall in all events equal the entire remaining
principal balance of the European Term Loan. Notwithstanding the foregoing, if
earlier than the dates set forth above, the outstanding principal balance of the
European Term Loan shall be due and payable in full on the European Commitment
Termination Date (it being understood that the European Commitment Termination
Date may be extended in accordance with the terms and conditions of this
Agreement). Amounts borrowed under this SECTION 1.1(b) and repaid may not be
reborrowed.

          The European Term Loan shall be evidenced by promissory notes
substantially in the form of EXHIBIT 1.1(b) (each a "EUROPEAN TERM NOTE" and,
collectively, the "EUROPEAN TERM NOTES"), and, except as provided in SECTION
1.7, the European Borrower shall execute and deliver each European Term Note to
the applicable European Term Lender. Each European Term Note shall represent the
obligation of European Borrower to pay the amount of the applicable European
Term Lender's European Term Loan Commitment, together with interest thereon. No
European Term Note shall be in a face principal amount of less than 50,000
Euros.

          The aggregate principal amount of the European Term Loan advanced to
European Borrower shall be the primary obligation of European Borrower (but
shall also be guaranteed by all other Borrowers pursuant to SECTION 10).

          (c)     US REVOLVING LOANS.

                                     Annex A
                                     Page 5


          (i)     As of the date hereof, the outstanding principal balance of
     the Original US Revolving Loan is $14,365,870.46 (the "OUTSTANDING ORIGINAL
     US REVOLVING LOAN BALANCE"). On the Closing Date, shall be continued and
     shall convert automatically, for all purposes of this Agreement to
     outstanding US Revolving Credit Advances hereunder owing to the US
     Revolving Lenders as if such US Revolving Credit Advances had been made by
     the such Lenders to the US Borrowers hereunder on the Closing Date ratably
     in accordance with their respective Pro Rata Shares. Each US Revolving
     Lender agrees, severally and not jointly, to make available to US Borrowers
     from time to time until the US Commitment Termination Date such US
     Revolving Lender's Pro Rata Share of advances (each a "US REVOLVING CREDIT
     ADVANCE") requested by Borrower Representative on behalf of the US
     Borrowers hereunder. The Pro Rata Share of the US Revolving Loan of any US
     Revolving Lender shall not at any time exceed its separate US Revolving
     Loan Commitment. US Revolving Credit Advances may be repaid and reborrowed;
     provided, that the amount of any US Revolving Credit Advance to be made at
     any time shall not exceed US Borrowing Availability. All US Revolving Loans
     shall be advanced, denominated, and repayable in US Dollars.
     Notwithstanding the foregoing, upon the request of US Borrower
     Representative set forth in a Notice of US Revolving Credit Advance, up to
     US$5,000,000 in the aggregate of US Revolving Advances will be advanced to
     the applicable US Borrower in Euros (based on the then Exchange Rate)
     instead of US Dollars; provided, however, that (i) each such US Revolving
     Credit Advance will still be accounted for as if such US Revolving Credit
     Advances were made in US Dollars on the date such US Revolving Credit
     Advance was made and shall still be repayable in US Dollars and (ii) US
     Borrowers shall reimburse Agent for any currency conversion costs incurred
     by Agent at the time of making such US Revolving Credit Advance as a result
     of receiving funds from the US Revolving Lenders with respect to such US
     Revolving Credit Advance in US Dollars and having to convert such US
     Dollars into Euros at the time of making such US Revolving Credit Advance
     (to the extent that a US Revolving Lender as part of its normal operations
     regularly funds loans in Euros and providing funds in Euros to Agent for
     the purpose of this sentence is not disadvantageous to such US Revolving
     Lender, such US Revolving Lender will provide such funds to Agent in Euros
     so that no conversion cost is necessary). All US Revolving Loans shall be
     repaid in full on the US Commitment Termination Date. Each US Borrower
     shall execute and deliver to each US Revolving Lender a note to evidence
     the US Revolving Loan Commitment of that US Revolving Lender. Each note
     shall be in the principal amount of the US Revolving Loan Commitment of the
     applicable US Revolving Lender, dated the Closing Date and substantially in
     the form of EXHIBIT 1.1(c)(i) (each a "US REVOLVING NOTE" and,
     collectively, the "US REVOLVING NOTES"). Other than pursuant to SECTION
     1.1(c)(ii), if at any time the outstanding US Revolving Loans exceed the US
     Borrowing Base (any such excess US Revolving Loans are herein referred to
     collectively as "US OVERADVANCES"), US Lenders shall not be

                                     Annex A
                                     Page 6


     obligated to make US Revolving Credit Advances, no additional US Letters of
     Credit shall be issued and, except as provided in SECTION 1.1(c)(ii) below,
     US Revolving Loans must be repaid immediately and US Letters of Credit cash
     collateralized in an amount sufficient to eliminate any US Overadvances.
     All US Overadvances shall constitute Index Rate Loans and shall bear
     interest at the Default Rate. US Revolving Loans which are Index Rate Loans
     may be requested in any amount with one (1) Business Day (or three (3)
     Business Days with respect to any US Revolving Loan requested to be
     advanced in Euros as provided above) prior written notice required for
     funding requests equal to or greater than US$5,000,000. For funding
     requests for such Loans less than US$5,000,000, written notice must be
     provided by 1:00 p.m. (New York time) on the Business Day on which the Loan
     is to be made. All LIBOR Loans require three (3) Business Days prior
     written notice. Written notices for funding requests shall be in the form
     attached as EXHIBIT 1.1(c)(ii) ("NOTICE OF US REVOLVING CREDIT ADVANCE").

          (ii)    If Borrower Representative on behalf of US Borrowers requests
     that US Revolving Lenders make, or permit to remain outstanding any US
     Overadvances, Agent may, in its sole discretion, elect to make, or permit
     to remain outstanding such US Overadvances; PROVIDED, HOWEVER, that Agent
     may not cause US Revolving Lenders to make, or permit to remain
     outstanding, (a) aggregate US Revolving Loans in excess of the US Maximum
     Amount or (b) US Overadvances in an aggregate amount in excess of
     US$1,500,000. If a US Overadvance is made, or permitted to remain
     outstanding, pursuant to the preceding sentence, then all US Revolving
     Lenders shall be bound to make, or permit to remain outstanding, such US
     Overadvance based upon their Pro Rata Shares of the US Revolving Loan
     Commitment in accordance with the terms of this Agreement. If a US
     Overadvance remains outstanding for more than ninety (90) days during any
     one hundred eighty (180) day period, US Revolving Loans must be repaid
     immediately in an amount sufficient to eliminate all of such US
     Overadvances. Furthermore, Revolving Requisite Lenders may prospectively
     revoke Agent's ability to make or permit US Overadvances by written notice
     to Agent.

          (d)     EUROPEAN REVOLVING LOANS.

          (i)     As of the date hereof, the outstanding principal balance of
     the Original European Revolving Loan is 416,739.29 Euros (the "OUTSTANDING
     ORIGINAL EUROPEAN REVOLVING LOAN BALANCE"). On the Closing Date, shall be
     continued and shall convert automatically, for all purposes of this
     Agreement to outstanding European Revolving Credit Advances hereunder owing
     to the European Revolving Lenders as if such European Revolving Credit
     Advances had been made by the such Lenders to the European Borrower
     hereunder on the Closing Date ratably in accordance with their respective
     Pro Rata Shares. Each European Revolving Lender agrees, severally and not
     jointly, to make available to European Borrower from time to time until the
     European

                                     Annex A
                                     Page 7


     Commitment Termination Date such European Revolving Lender's Pro Rata Share
     of advances (each a "EUROPEAN REVOLVING CREDIT ADVANCE") requested by
     Borrower Representative on behalf of the European Borrower hereunder. The
     Pro Rata Share of the European Revolving Loan of any European Revolving
     Lender shall not at any time exceed its separate European Revolving Loan
     Commitment. European Revolving Credit Advances may be repaid and
     reborrowed; provided, that the amount of any European Revolving Credit
     Advance to be made at any time shall not exceed European Borrowing
     Availability. All European Revolving Loans shall be advanced, denominated
     and repayable in Euros. All European Revolving Loans shall be repaid in
     full on the European Commitment Termination Date. European Borrower shall
     execute and deliver to each European Revolving Lender a note to evidence
     the European Revolving Loan Commitment of that European Revolving Lender.
     Each note shall be in the principal amount of the European Revolving Loan
     Commitment of the applicable European Revolving Lender, dated the Closing
     Date and substantially in the form of EXHIBIT 1.1(d)(i) (each a "EUROPEAN
     REVOLVING NOTE" and, collectively, the "EUROPEAN REVOLVING NOTES"; together
     with the US Revolving Notes, each a "REVOLVING NOTE" and, collectively, the
     "REVOLVING NOTES"). No European Revolving Note shall be in a face principal
     amount of less than 50,000 Euros. Other than pursuant to SECTION
     1.1(d)(ii), if at any time the outstanding European Revolving Loans exceed
     the European Borrowing Base (any such excess European Revolving Loans are
     herein referred to collectively as "EUROPEAN OVERADVANCES"), Lenders shall
     not be obligated to make European Revolving Credit Advances, no additional
     European Letters of Credit shall be issued and, except as provided in
     SECTION 1.1(d)(ii) below, European Revolving Loans must be repaid
     immediately and European Letters of Credit cash collateralized in an amount
     sufficient to eliminate any European Overadvances. All European
     Overadvances shall constitute Index Rate Loans and shall bear interest at
     the Default Rate. All European Revolving Loans require three (3) Business
     Days prior written notice. Written notices for funding requests shall be in
     the form attached as EXHIBIT 1.1(d)(ii) ("NOTICE OF EUROPEAN REVOLVING
     CREDIT ADVANCE").

          (ii)    If Borrower Representative on behalf of European Borrower
     requests that European Revolving Lenders make, or permit to remain
     outstanding any European Overadvances, Agent may, in its sole discretion,
     elect to make, or permit to remain outstanding such European Overadvances;
     PROVIDED, HOWEVER, that Agent may not cause European Revolving Lenders to
     make, or permit to remain outstanding, (a) aggregate European Revolving
     Loans in excess of the European Maximum Amount or (b) European Overadvances
     in an aggregate amount in excess of 500,000 Euros. If a European
     Overadvance is made, or permitted to remain outstanding, pursuant to the
     preceding sentence, then all European Revolving Lenders shall be bound to
     make, or permit to remain outstanding, such European Overadvance based

                                     Annex A
                                     Page 8


     upon their Pro Rata Shares of the European Revolving Loan Commitment in
     accordance with the terms of this Agreement. If a European Overadvance
     remains outstanding for more than ninety (90) days during any one hundred
     eighty (180) day period, European Revolving Loans must be repaid
     immediately in an amount sufficient to eliminate all of such European
     Overadvances. Furthermore, Revolving Requisite Lenders may prospectively
     revoke Agent's ability to make or permit European Overadvances by written
     notice to Agent.

          (e)     INTENTIONALLY RESERVED.

          (f)     INTENTIONALLY RESERVED.

          (g)     US LETTERS OF CREDIT. The US Revolving Loan Commitment may, in
addition to advances under the US Revolving Loan, be utilized, upon the request
of Borrower Representative on behalf of the applicable US Borrower, for the
issuance of US Letters of Credit. Immediately upon the issuance by a US L/C
Issuer of a US Letter of Credit, and without further action on the part of Agent
or any of the Lenders, each US Revolving Lender shall be deemed to have
purchased from such US L/C Issuer a participation in such US Letter of Credit
(or in its obligation under a risk participation agreement with respect thereto)
equal to such US Revolving Lender's Pro Rata Share of the aggregate amount
available to be drawn under such US Letter of Credit.

          (i)     MAXIMUM AMOUNT. The aggregate amount of US Letter of Credit
     Obligations with respect to all US Letters of Credit outstanding at any
     time shall not exceed US$5,000,000 ("US L/C SUBLIMIT"). All US Letters of
     Credit shall be stated, denominated and repayable in US Dollars.

          (ii)    REIMBURSEMENT. US Borrowers shall be irrevocably and
     unconditionally obligated forthwith without presentment, protest or other
     formalities of any kind (including for purposes of SECTION 10), to
     reimburse any US L/C Issuer on demand in immediately available funds for
     any amounts paid by such US L/C Issuer with respect to a US Letter of
     Credit, including all reimbursement payments, Fees, Charges, costs and
     expenses paid by such US L/C Issuer, PROVIDED that such obligation to
     reimburse does not result from the gross negligence of such US L/C Issuer
     (but only if such US L/C Issuer is also a Lender), Agent or any US
     Revolving Lender or willful misconduct of such US L/C Issuer (but only if
     such US L/C Issuer is also a Lender), Agent or any US Revolving Lender in
     taking or omitting to take any actions in respect of such US Letter of
     Credit. US Borrowers hereby authorize and direct Agent, at Agent's option,
     to debit US Borrowers' account (by increasing the outstanding principal
     balance of the US Revolving Credit Advances) in the amount of any payment
     made by a US L/C Issuer with respect to any US Letter of Credit upon notice
     from Agent to Borrower Representative of such payment. All amounts paid by
     a US L/C Issuer with respect to any US Letter of Credit that are not repaid
     within one (1) Business Day by US Borrowers with the

                                     Annex A
                                     Page 9


     proceeds of a US Revolving Credit Advance or otherwise shall bear interest
     at the interest rate applicable to US Revolving Loans which are Index Rate
     Loans plus, at the election of Agent or Requisite Revolving Lenders, an
     additional two percent (2.00%) per annum. Each US Revolving Lender agrees
     to fund its Pro Rata Share of any US Revolving Loan made pursuant to this
     SECTION 1.1(g)(ii). In the event Agent elects not to debit US Borrowers'
     account and US Borrowers fail to reimburse the US L/C Issuer in full on the
     date when due for any payment made by the US L/C Issuer in respect of a US
     Letter of Credit, Agent shall promptly notify each US Revolving Lender of
     the amount of such unreimbursed payment and the accrued interest thereon
     and each US Revolving Lender, on the next Business Day prior to 3:00 p.m.
     (New York time), shall deliver to Agent an amount equal to its Pro Rata
     Share thereof in same day funds. Each US Revolving Lender hereby absolutely
     and unconditionally agrees to pay to the US L/C Issuer upon demand by the
     US L/C Issuer such US Revolving Lender's Pro Rata Share of each payment
     made by the US L/C Issuer in respect of a US Letter of Credit and not
     immediately reimbursed by US Borrowers or satisfied through a debit of US
     Borrowers' account. Each US Revolving Lender acknowledges and agrees that
     its obligations pursuant to this subsection in respect of US Letters of
     Credit are absolute and unconditional and shall not be affected by any
     circumstance whatsoever, including setoff, counterclaim, the occurrence and
     continuance of a Default or an Event of Default or any failure by US
     Borrowers to satisfy any of the conditions set forth in SECTION 7.2. If any
     US Revolving Lender fails to make available to the US L/C Issuer the amount
     of such US Revolving Lender's Pro Rata Share of any payments made by the US
     L/C Issuer in respect of a US Letter of Credit as provided in this SECTION
     1.1(g)(ii), the US L/C Issuer shall be entitled to recover such amount on
     demand from such US Revolving Lender together with interest at the Index
     Rate.

          (iii)   REQUEST FOR US LETTERS OF CREDIT. Borrower Representative
     shall give Agent at least three (3) Business Days prior written notice
     specifying the date a US Letter of Credit is requested to be issued (and
     Agent shall promptly forward such notice to the US L/C Issuer), the amount
     and the name and address of the beneficiary and a description of the
     transactions proposed to be supported thereby. If Agent informs Borrower
     Representative that the US L/C Issuer cannot issue the requested US Letter
     of Credit directly, Borrower Representative may request that US L/C Issuer
     arrange (and the US L/C Issuer will use reasonable efforts to so arrange)
     for the issuance of the requested US Letter of Credit under a risk
     participation agreement with another financial institution reasonably
     acceptable to Agent, US L/C Issuer and Borrower Representative. The
     issuance of any US Letter of Credit under this Agreement shall be subject
     to the conditions set forth in Section 7.2 of this Agreement and that (i)
     the US Letter of Credit (a) supports a transaction entered into in the
     ordinary course of business of US Borrowers and (b) is in a form, and
     contains such terms and conditions as are reasonably satisfactory to

                                     Annex A
                                     Page 10


     the US L/C Issuer and, in the case of standby letters of credit, Agent;
     (ii) no order, judgment or decree of any court, arbitrator or governmental
     authority shall purport by its terms to enjoin or restrain the US L/C
     Issuer from issuing the US Letter of Credit requested; and (iii) no law,
     rule, regulation, request or directive (whether or not having the force of
     law) shall prohibit or request that US L/C Issuer refrain from issuing the
     requested US Letter of Credit requested or letters of credit generally. The
     initial notice requesting the issuance of a US Letter of Credit shall be
     accompanied by the form of the US Letter of Credit and an application for a
     letter of credit, if any, then required by the US L/C Issuer completed in a
     manner satisfactory to such US L/C Issuer. If any provision of any
     application or reimbursement agreement is inconsistent with the terms of
     this Agreement, then the provisions of this Agreement, to the extent of
     such inconsistency, shall control.

          (iv)    EXPIRATION DATES OF US LETTERS OF CREDIT. The expiration date
     of each US Letter of Credit shall be on a date which is not later than the
     earlier of (a) one year from its date of issuance or (b) the thirtieth
     (30th) day prior to the date set forth in clause (a) of the definition of
     the term US Commitment Termination Date; provided, such expiration date may
     be later than the date referred to in clause (b) above so long as such
     expiration is still no more than one year from the date of issuance of such
     US Letter of Credit and on or prior to the issuance of such US Letter of
     Credit US Borrowers deposit with Agent for the benefit of all US Revolving
     Lenders cash in an amount equal to 105% of the aggregate outstanding US
     Letter of Credit Obligations to be available to Agent to reimburse payments
     of drafts drawn under such US Letters of Credit and pay any Fees and
     expenses related thereto. Notwithstanding the foregoing, a US Letter of
     Credit may provide for automatic extensions of its expiration date for one
     (1) or more successive one (1) year periods provided that the US L/C Issuer
     has the right to terminate such US Letter of Credit on each such annual
     expiration date and, except as provided in the immediately preceding
     sentence, no extension term may extend the term of the US Letter of Credit
     to a date that is later than the thirtieth (30th) day prior to the date set
     forth in clause (a) of the definition of the term US Commitment Termination
     Date. The US L/C Issuer may elect not to extend any such US Letter of
     Credit and, upon direction by Agent or Requisite Revolving Lenders, shall
     not renew any such US Letter of Credit at any time during the continuance
     of an Event of Default, provided that, in the case of a direction by Agent
     or Requisite Revolving Lenders, (i) the US L/C Issuer receives such
     direction prior to the date notice of non-renewal is required to be given
     by the US L/C Issuer and the US L/C Issuer has had a reasonable period of
     time (which in no event shall be less than two Business Days) to act on
     such notice and (ii) notwithstanding such direction by Agent or Requisite
     Revolving Lenders, any US Revolving Lender may still choose to participate
     in renewing such US Letter of Credit.

                                     Annex A
                                     Page 11


          (v)     OBLIGATIONS ABSOLUTE. The obligation of US Borrowers to
     reimburse the US L/C Issuer, Agent and Lenders for payments made in respect
     of US Letters of Credit issued by the US L/C Issuer shall be unconditional
     and irrevocable and shall be paid under all circumstances strictly in
     accordance with the terms of this Agreement, including the following
     circumstances: (a) any lack of validity or enforceability of any US Letter
     of Credit or of any Loan Document; (b) any amendment or waiver of or any
     consent or departure from all or any of the provisions of any US Letter of
     Credit or any Loan Document; (c) the existence of any claim, set-off,
     defense or other right which US Borrowers, any of their Subsidiaries or
     Affiliates or any other Person may at any time have against any beneficiary
     of any US Letter of Credit, Agent, any US L/C Issuer, any Lender or any
     other Person, whether in connection with this Agreement, any other Loan
     Document or any other related or unrelated agreements or transactions; (d)
     any draft or other document presented under any US Letter of Credit proving
     to be forged, fraudulent, invalid or insufficient in any respect or any
     statement therein being untrue or inaccurate in any respect; (e) payment
     under any US Letter of Credit against presentation of a draft or other
     document that does not substantially comply with the terms of such US
     Letter of Credit; or (f) any other act or omission to act or delay of any
     kind of any US L/C Issuer, Agent, any Lender or any other Person or any
     other event or circumstance whatsoever that might, but for the provisions
     of this SECTION 1.1(g)(v), constitute a legal or equitable discharge of US
     Borrowers' obligations hereunder.

          (vi)    OBLIGATIONS OF US L/C ISSUERS. Each US L/C Issuer hereby
     agrees that it will not issue a US Letter of Credit hereunder until it has
     provided Agent with written notice specifying the amount and intended
     issuance date of such US Letter of Credit (which such US L/C Issuer agrees
     to promptly so provide) and Agent has returned a written acknowledgment
     (which Agent agrees to promptly so return) of such notice to US L/C Issuer.
     Each US L/C Issuer further agrees to provide to Agent: (a) a copy of each
     US Letter of Credit issued by such US L/C Issuer promptly after its
     issuance; (b) a weekly report summarizing available amounts under US
     Letters of Credit issued by such US L/C Issuer, the dates and amounts of
     any draws under such US Letters of Credit, the effective date of any
     increase or decrease in the face amount of any US Letters of Credit during
     such week and the amount of any unreimbursed draws under such US Letters of
     Credit; and (c) such additional information reasonably requested by Agent
     from time to time with respect to the US Letters of Credit issued by such
     US L/C Issuer. Without limiting the generality of the foregoing, it is
     expressly understood and agreed by US Borrowers that the absolute and
     unconditional obligation of US Borrowers to Agent and Lenders hereunder to
     reimburse payments made under a US Letter of Credit will not be excused by
     the gross negligence or willful misconduct of the US L/C Issuer (except if
     the US L/C Issuer which issued such Letter of Credit is the Agent or a
     Lender). However, the foregoing shall not be

                                     Annex A
                                     Page 12


     construed to excuse a US L/C Issuer from liability to US Borrowers to the
     extent of any direct damages (as opposed to consequential damages, with US
     Borrowers hereby waiving all claims for any consequential damages to the
     extent permitted by applicable law) suffered by US Borrowers.

          (h)     EUROPEAN LETTERS OF CREDIT. The European Revolving Loan
Commitment may, in addition to advances under the European Revolving Loan, be
utilized, upon the request of Borrower Representative on behalf of the European
Borrower, for the issuance of European Letters of Credit. Immediately upon the
issuance by a European L/C Issuer of a European Letter of Credit, and without
further action on the part of Agent or any of the Lenders, each European
Revolving Lender shall be deemed to have purchased from such European L/C Issuer
a participation in such European Letter of Credit (or in its obligation under a
risk participation agreement with respect thereto) equal to such European
Revolving Lender's Pro Rata Share of the aggregate amount available to be drawn
under such European Letter of Credit.

          (i)     MAXIMUM AMOUNT. The aggregate amount of European Letter of
     Credit Obligations with respect to all European Letters of Credit
     outstanding at any time shall not exceed 2,000,000 Euros ("EUROPEAN L/C
     SUBLIMIT"). All European Letters of Credit shall be stated, denominated and
     repayable in Euros.

          (ii)    REIMBURSEMENT. European Borrower shall be irrevocably and
     unconditionally obligated forthwith without presentment, protest or other
     formalities of any kind (including for purposes of SECTION 10), to
     reimburse any European L/C Issuer on demand in immediately available funds
     for any amounts paid by such European L/C Issuer with respect to a European
     Letter of Credit, including all reimbursement payments, Fees, Charges,
     costs and expenses paid by such European L/C Issuer, PROVIDED that such
     obligation to reimburse does not result from the gross negligence of such
     European L/C Issuer (but only if such European L/C Issuer is also a
     Lender), Agent or any European Revolving Lender or willful misconduct of
     such European L/C Issuer (but only if such European L/C Issuer is also a
     Lender), Agent or any European Revolving Lender in taking or omitting to
     take any actions in respect of such European Letter of Credit. European
     Borrower hereby authorizes and directs Agent, at Agent's option, to debit
     European Borrower's account (by increasing the outstanding principal
     balance of the European Revolving Credit Advances) in the amount of any
     payment made by a European L/C Issuer with respect to any European Letter
     of Credit upon notice from Agent to Borrower Representative of such
     payment. All amounts paid by a European L/C Issuer with respect to any
     European Letter of Credit that are not repaid within one (1) Business Day
     by European Borrower with the proceeds of a European Revolving Credit
     Advance or otherwise shall bear interest at the interest rate applicable to
     European Revolving Loans which are Index Rate Loans plus, at the election
     of Agent or Requisite Revolving Lenders, an additional two percent (2.00%)
     per annum. Each European Revolving Lender agrees to fund

                                     Annex A
                                     Page 13


     its Pro Rata Share of any European Revolving Loan made pursuant to this
     SECTION 1.1(h)(ii). In the event Agent elects not to debit European
     Borrower's account and European Borrower fails to reimburse the European
     L/C Issuer in full on the date of any payment in respect of a European
     Letter of Credit, Agent shall promptly notify each European Revolving
     Lender of the amount of such unreimbursed payment and the accrued interest
     thereon and each European Revolving Lender, on the next Business Day prior
     to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its
     Pro Rata Share thereof in same day funds. Each European Revolving Lender
     hereby absolutely and unconditionally agrees to pay to the European L/C
     Issuer upon demand by the European L/C Issuer such European Revolving
     Lender's Pro Rata Share of each payment made by the European L/C Issuer in
     respect of a European Letter of Credit and not immediately reimbursed by
     European Borrower or satisfied through a debit of European Borrower's
     account. Each European Revolving Lender acknowledges and agrees that its
     obligations pursuant to this subsection in respect of European Letters of
     Credit are absolute and unconditional and shall not be affected by any
     circumstance whatsoever, including setoff, counterclaim, the occurrence and
     continuance of a Default or an Event of Default or any failure by European
     Borrower to satisfy any of the conditions set forth in SECTION 7.2. If any
     European Revolving Lender fails to make available to the European L/C
     Issuer the amount of such European Revolving Lender's Pro Rata Share of any
     payments made by the European L/C Issuer in respect of a European Letter of
     Credit as provided in this SECTION 1.1(h)(ii), the European L/C Issuer
     shall be entitled to recover such amount on demand from such European
     Revolving Lender together with interest at the Index Rate.

          (iii)   REQUEST FOR EUROPEAN LETTERS OF CREDIT. Borrower
     Representative shall give Agent at least three (3) Business Days prior
     written notice specifying the date a European Letter of Credit is requested
     to be issued (and Agent shall promptly forward such notice to European L/C
     Issuer), the amount and the name and address of the beneficiary and a
     description of the transactions proposed to be supported thereby. If Agent
     informs Borrower Representative that the European L/C Issuer cannot issue
     the requested European Letter of Credit directly, Borrower Representative
     may request that European L/C Issuer arrange (and the European L/C Issuer
     will use reasonable efforts to so arrange) for the issuance of the
     requested European Letter of Credit under a risk participation agreement
     with another financial institution reasonably acceptable to Agent, European
     L/C Issuer and Borrower Representative. The issuance of any European Letter
     of Credit under this Agreement shall be subject to the conditions set forth
     in Section 7.2 of this Agreement and that (i) the European Letter of Credit
     (a) supports a transaction entered into in the ordinary course of business
     of European Borrower and (b) is in a form, and contains such terms and
     conditions as are reasonably satisfactory to the European L/C Issuer and,
     in the case of standby letters of

                                     Annex A
                                     Page 14


     credit, Agent; (ii) no order, judgment or decree of any court, arbitrator
     or governmental authority shall purport by its terms to enjoin or restrain
     the European L/C Issuer from issuing the European Letter of Credit
     requested; and (iii) no law, rule, regulation, request or directive
     (whether or not having the force of law) shall prohibit or request that
     European L/C Issuer refrain from issuing the requested European Letter of
     Credit requested or letters of credit generally. The initial notice
     requesting the issuance of a European Letter of Credit shall be accompanied
     by the form of the European Letter of Credit and an application for a
     letter of credit, if any, then required by the European L/C Issuer
     completed in a manner satisfactory to such European L/C Issuer. If any
     provision of any application or reimbursement agreement is inconsistent
     with the terms of this Agreement, then the provisions of this Agreement, to
     the extent of such inconsistency, shall control.

          (iv)    EXPIRATION DATES OF EUROPEAN LETTERS OF CREDIT. The expiration
     date of each European Letter of Credit shall be on a date which is not
     later than the earlier of (a) one year from its date of issuance or (b) the
     thirtieth (30th) day prior to the date set forth in clause (a) of the
     definition of the term European Commitment Termination Date; provided, such
     expiration date may be later than the date referred to in clause (b) above
     so long as such expiration is still no more than one year from the date of
     issuance of such European Letter of Credit and on or prior to the issuance
     of such European Letter of Credit European Borrower deposits with Agent for
     the benefit of all European Revolving Lenders cash in an amount equal to
     105% of the aggregate outstanding European Letter of Credit Obligations to
     be available to Agent to reimburse payments of drafts drawn under such
     European Letters of Credit and pay any Fees and expenses related thereto.
     Notwithstanding the foregoing, a European Letter of Credit may provide for
     automatic extensions of its expiration date for one (1) or more successive
     one (1) year periods provided that the European L/C Issuer has the right to
     terminate such European Letter of Credit on each such annual expiration
     date and, except as provided in the immediately preceding sentence, no
     extension term may extend the term of the European Letter of Credit to a
     date that is later than the thirtieth (30th) day prior to the date set
     forth in clause (a) of the definition of the term European Commitment
     Termination Date. The European L/C Issuer may elect not to renew any such
     European Letter of Credit and, upon direction by Agent or Requisite
     Revolving Lenders, shall not extend any such European Letter of Credit at
     any time during the continuance of an Event of Default, provided that, in
     the case of a direction by Agent or Requisite Revolving Lenders, (i) the
     European L/C Issuer receives such direction prior to the date notice of
     non-renewal is required to be given by the European L/C Issuer and the
     European L/C Issuer has had a reasonable period of time (which in no event
     shall be less than two Business Days) to act on such notice and (ii)
     notwithstanding such direction by Agent or Requisite Revolving Lenders, any
     European Revolving

                                     Annex A
                                     Page 15


     Lender may still choose to participate in renewing such European Letter of
     Credit.

          (v)     OBLIGATIONS ABSOLUTE. The obligation of European Borrower to
     reimburse the European L/C Issuer, Agent and Lenders for payments made in
     respect of European Letters of Credit issued by the European L/C Issuer
     shall be unconditional and irrevocable and shall be paid under all
     circumstances strictly in accordance with the terms of this Agreement,
     including the following circumstances: (a) any lack of validity or
     enforceability of any European Letter of Credit or of any Loan Document;
     (b) any amendment or waiver of or any consent or departure from all or any
     of the provisions of any European Letter of Credit or any Loan Document;
     (c) the existence of any claim, set-off, defense or other right which
     European Borrower, any of its Subsidiaries or Affiliates or any other
     Person may at any time have against any beneficiary of any European Letter
     of Credit, Agent, any European L/C Issuer, any Lender or any other Person,
     whether in connection with this Agreement, any other Loan Document or any
     other related or unrelated agreements or transactions; (d) any draft or
     other document presented under any European Letter of Credit proving to be
     forged, fraudulent, invalid or insufficient in any respect or any statement
     therein being untrue or inaccurate in any respect; (e) payment under any
     European Letter of Credit against presentation of a draft or other document
     that does not substantially comply with the terms of such European Letter
     of Credit; or (f) any other act or omission to act or delay of any kind of
     any European L/C Issuer, Agent, any Lender or any other Person or any other
     event or circumstance whatsoever that might, but for the provisions of this
     SECTION 1.1(h)(v), constitute a legal or equitable discharge of European
     Borrower's obligations hereunder.

          (vi)    OBLIGATIONS OF EUROPEAN L/C ISSUERS. Each European L/C Issuer
     hereby agrees that it will not issue a European Letter of Credit hereunder
     until it has provided Agent with written notice specifying the amount and
     intended issuance date of such European Letter of Credit (which such
     European L/C Issuer agrees to promptly so provide) and Agent has returned a
     written acknowledgment (which Agent agrees to promptly so return) of such
     notice to European L/C Issuer. Each European L/C Issuer further agrees to
     provide to Agent: (a) a copy of each European Letter of Credit issued by
     such European L/C Issuer promptly after its issuance; (b) a weekly report
     summarizing available amounts under European Letters of Credit issued by
     such European L/C Issuer, the dates and amounts of any draws under such
     European Letters of Credit, the effective date of any increase or decrease
     in the face amount of any European Letters of Credit during such week and
     the amount of any unreimbursed draws under such European Letters of Credit;
     and (c) such additional information reasonably requested by Agent from time
     to time with respect to the European Letters of Credit issued by such
     European L/C Issuer. Without limiting the generality of the foregoing, it
     is

                                     Annex A
                                     Page 16


     expressly understood and agreed by European Borrower that the absolute and
     unconditional obligation of European Borrower to Agent and Lenders
     hereunder to reimburse payments made under a European Letter of Credit will
     not be excused by the gross negligence or willful misconduct of the
     European L/C Issuer (except if the European L/C Issuer which issued such
     Letter of Credit is the Agent or a Lender). However, the foregoing shall
     not be construed to excuse a European L/C Issuer from liability to European
     Borrower to the extent of any direct damages (as opposed to consequential
     damages, with European Borrower hereby waiving all claims for any
     consequential damages to the extent permitted by applicable law) suffered
     by European Borrower.

          (i)     US FUNDING AUTHORIZATION. The proceeds of all US Loans made
pursuant to this Agreement subsequent to the Closing Date are to be funded by
Agent by wire transfer to the account designated by Borrower Representative
below (the "US DISBURSEMENT ACCOUNT"):

          Bank:                  Comerica Bank
          ABA No.:               072000096
          Bank Address:          500 Woodward Avenue
                                 Detroit, Michigan  48226
          Account No.:           1851121176
          Reference:             SportRack/Jerry Burley

Borrower Representative shall provide Agent with written notice of any change in
the foregoing instructions at least three (3) Business Days before the desired
effective date of such change.

          (j)     EUROPEAN FUNDING AUTHORIZATION. The proceeds of all European
Loans made pursuant to this Agreement subsequent to the Closing Date are to be
funded by Agent by wire transfer to the account designated by Borrower
Representative below (the "EUROPEAN DISBURSEMENT ACCOUNT"):

          Bank:                  ABN Amro Bank N.V., Eindhoven
          Swift:                 ABN ANL 2A
          Bank Address:          PO Box 515
                                 5600 Eindoven
                                 The Netherlands
          Account No.:           54 71 46 337
          Reference:             Brink / P van Buren

Borrower Representative shall provide Agent with written notice of any change in
the foregoing instructions at least three (3) Business Days before the desired
effective date of such change.

                                     Annex A
                                     Page 17


          Section 1.2   INTEREST AND APPLICABLE MARGINS.

          (a)     US LOANS. US Borrowers shall pay interest to Agent, for the
ratable benefit of US Lenders, in accordance with the various US Loans being
made by each US Lender, in arrears on each applicable Interest Payment Date, at
the following rates: with respect to the US Revolving Credit Advances which are
designated as Index Rate Loans (and for all other Obligations of US Borrowers
not otherwise set forth below), the Index Rate plus the Applicable US Revolver
Index Margin per annum or, with respect to US Revolving Credit Advances which
are designated as LIBOR Loans, at the election of Borrower Representative, the
applicable LIBOR Rate plus the Applicable US Revolver LIBOR Margin per annum..

          The Applicable Margins pertaining to the US Loans are as follows:

                                                 
     Applicable US Revolver Index Margin                 2.25%
     Applicable US Revolver LIBOR Margin                 3.75%
     Applicable US L/C Margin                            3.75%

     

          (b)     EUROPEAN LOANS. European Borrower shall pay interest to Agent,
for the ratable benefit of European Lenders, in accordance with the various
European Loans being made by each European Lender, in arrears on each applicable
Interest Payment Date, at the following rates: (i) with respect to the European
Revolving Credit Advances which are designated as Index Rate Loans (and for all
other Obligations of European Borrower not otherwise set forth below), the Index
Rate plus the Applicable European Revolver Index Margin per annum or, with
respect to European Revolving Credit Advances which are designated as LIBOR
Loans, at the election of Borrower Representative, the applicable LIBOR Rate
plus the Applicable European Revolver LIBOR Margin per annum; and (ii) with
respect to such portion of the European Term Loan designated as an Index Rate
Loan, the Index Rate plus the Applicable European Term Loan Index Margin per
annum or, with respect to such portion of the European Term Loan designated as a
LIBOR Loan, the applicable LIBOR Rate plus the Applicable European Term Loan
LIBOR Margin per annum.

          The Applicable Margins pertaining to the European Loans are as
          follows:

                                                 
     Applicable European Revolver Index Margin           2.25%
     Applicable European Revolver LIBOR Margin           3.75%
     Applicable European Term Loan Index Margin          2.25%
     Applicable European Term Loan LIBOR Margin          3.75%
     Applicable European L/C Margin                      3.75%

     

          (c)     If any payment on any Loan becomes due and payable on a day
other than a Business Day, the maturity thereof will be extended to the next
succeeding Business Day (except as set forth in the definition of LIBOR Period)
and, with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such extension.

                                     Annex A
                                     Page 18


          (d)     All computations of Fees calculated on a per annum basis and
interest shall be made by Agent on the basis of a 360-day year, in each case for
the actual number of days occurring in the period for which such Fees and
interest are payable. The Index Rate is a floating rate determined for each day.
Each determination by Agent of an interest rate and Fees hereunder shall be
final, binding and conclusive on Borrowers, absent manifest error.

          (e)     At the election of Agent (or upon the written request of
Requisite Lenders), confirmed by written notice from Agent to Borrower
Representative, after the occurrence, and during the continuation, of an Event
of Default described in SECTIONS 6.1(a), 6.1(c) (resulting from non compliance
with SECTION 2.9, 4.4, 4.7, 4.8(d) or 4.8(n)) or 6.1(j), and automatically and
without notice of any kind after the occurrence, and during the continuation, of
an Event of Default described in SECTION 6.1(f) or 6.1(g), the interest rates
applicable to the Loans and the Letter of Credit Fee shall be increased by two
percentage points (2%) per annum above the rates of interest or the rate of such
Fee otherwise applicable hereunder ("DEFAULT RATE"), and all outstanding
Obligations shall bear interest at the Default Rate applicable to such
Obligations. Interest and Letter of Credit Fees at the Default Rate shall accrue
from the initial date of such Event of Default until that Event of Default is
cured or waived and shall be payable upon demand, but in any event, shall be
payable on the next regularly scheduled payment date set forth herein for such
Obligation.

          (f)     Borrower Representative shall have the option, with respect to
the US Loans or European Loans, as applicable, to (i) request that any Revolving
Credit Advance be made as a LIBOR Loan, (ii) convert at any time all or any part
of outstanding Loans from Index Rate Loans to LIBOR Loans, (iii) convert any
LIBOR Loan to an Index Rate Loan, subject to payment of the LIBOR Breakage Fee
in accordance with SECTION 1.3(d) if such conversion is made prior to the
expiration of the LIBOR Period applicable thereto, or (iv) continue all or any
portion of any Loan as a LIBOR Loan upon the expiration of the applicable LIBOR
Period and the succeeding LIBOR Period of that continued Loan shall commence on
the first day after the last day of the LIBOR Period of the Loan to be
continued. Any US Loan or group of US Loans having the same proposed LIBOR
Period to be made or continued as, or converted into, a LIBOR Loan must be in a
minimum amount of US$1,000,000 and integral multiples of US$500,000 in excess of
such amount. Any European Loan or group of European Loans having the same
proposed LIBOR Period to be made or continued as, or converted into, a LIBOR
Loan must be in a minimum amount of 500,000 Euros and integral multiples of
250,000 Euros in excess of such amount. Any such election must be made by 1:00
p.m. (New York time) on the 3rd Business Day prior to (1) the date of any
proposed Revolving Credit Advance which is to bear interest at the LIBOR Rate,
(2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued
as such, or (3) the date on which Borrower Representative wishes to convert any
Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by Borrower
Representative in such election. If no election is received with respect to a
LIBOR Loan by 1:00 p.m. (New York time) on the 3rd Business Day prior to the end
of the LIBOR Period with respect thereto, that LIBOR Loan shall be converted to
an Index Rate Loan at the end of its LIBOR Period. Borrower Representative must
make such election by notice to Agent in writing, by fax or overnight courier.
In the case of any conversion or continuation, such

                                     Annex A
                                     Page 19


election must be made pursuant to a written notice (a "NOTICE OF
CONVERSION/CONTINUATION") in the form of EXHIBIT 1.2(f). No Loan shall be made,
converted into or continued as a LIBOR Loan, if an Event of Default has occurred
and is continuing and Agent or Requisite Lenders have determined not to make or
continue any Loan as a LIBOR Loan as a result thereof.

          (g)     Notwithstanding anything to the contrary set forth in this
SECTION 1.2, if a court of competent jurisdiction determines in a final order
that the rate of interest payable hereunder exceeds the highest rate of interest
permissible under law (the "MAXIMUM LAWFUL RATE"), then so long as the Maximum
Lawful Rate would be so exceeded, the rate of interest payable hereunder shall
be equal to the Maximum Lawful Rate; PROVIDED, HOWEVER, that if at any time
thereafter the rate of interest payable hereunder is less than the Maximum
Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum
Lawful Rate until such time as the total interest received by Agent, on behalf
of Lenders, is equal to the total interest that would have been received had the
interest rate payable hereunder been (but for the operation of this paragraph)
the interest rate payable since the Closing Date as otherwise provided in this
Agreement. Thereafter, interest hereunder shall be paid at the rate(s) of
interest and in the manner provided in SECTIONS 1.2(a) THROUGH (f), unless and
until the rate of interest again exceeds the Maximum Lawful Rate, and at that
time this paragraph shall again apply. In no event shall the total interest
received by any Lender pursuant to the terms hereof exceed the amount that such
Lender could lawfully have received had the interest due hereunder been
calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum
Lawful Rate is calculated pursuant to this paragraph, such interest shall be
calculated at a daily rate equal to the Maximum Lawful Rate divided by the
number of days in the year in which such calculation is made. If,
notwithstanding the provisions of this SECTION 1.2(g), a court of competent
jurisdiction shall determine by a final, non-appealable order that a Lender has
received interest hereunder in excess of the Maximum Lawful Rate, Agent shall,
to the extent permitted by applicable law, promptly apply such excess as
specified in SECTION 1.5(e) and thereafter shall refund any excess to Borrowers
or as such court of competent jurisdiction may otherwise order.

          Section 1.3   FEES

          (a)     FEE LETTER. Borrowers shall pay to GE Capital, individually,
     the Fees specified in that certain fee letter of even date herewith among
     Borrowers and GE Capital (the "GE CAPITAL FEE LETTER"), at the times
     specified for payment therein.

          (b)     UNUSED LINE FEES.

          (i)     US LOANS. As additional compensation for the US Revolving
     Lenders, US Borrowers shall pay to Agent, for the ratable benefit of such
     Lenders, in arrears, on the first Business Day of each month prior to the
     US Commitment Termination Date and on the US Commitment Termination Date, a
     fee for US Borrowers' non-use of available funds in an amount equal to the
     Applicable US Unused Line Fee Margin per annum multiplied by the difference
     between (x) the US Maximum Amount (as it may be reduced from

                                     Annex A
                                     Page 20


     time to time) and (y) the average for the period of the daily closing
     balances of the US Revolving Loan outstanding during the period for which
     such Fee is due.

          (ii)    EUROPEAN LOANS. As additional compensation for the European
     Revolving Lenders, European Borrower shall pay to Agent, for the ratable
     benefit of such Lenders, in arrears, on the first Business Day of each
     month prior to the European Commitment Termination Date and on the European
     Commitment Termination Date, a fee for European Borrower's non-use of
     available funds in an amount equal to the Applicable European Unused Line
     Fee Margin per annum multiplied by the difference between (x) the European
     Maximum Amount (as it may be reduced from time to time) and (y) the average
     for the period of the daily closing balances of the European Revolving Loan
     outstanding during the period for which such Fee is due.

          (c)     LETTER OF CREDIT FEES.

          (i)     US LETTERS OF CREDIT. US Borrowers agree to pay to Agent for
     the benefit of US Revolving Lenders, as compensation to such US Revolving
     Lenders for US Letter of Credit Obligations incurred hereunder, (i) all
     reasonable costs and expenses, if any, incurred by Agent or any Lender on
     account of such US Letter of Credit Obligations, and (ii) for each month
     during which any US Letter of Credit Obligation shall remain outstanding, a
     fee (the "US LETTER OF CREDIT FEE") in an amount equal to the Applicable US
     L/C Margin from time to time in effect multiplied by the average for the
     period of the maximum amount available from time to time to be drawn under
     the applicable US Letter of Credit. Such fee shall be paid to Agent for the
     benefit of the US Revolving Lenders in arrears, on the first Business Day
     of each month and on the US Commitment Termination Date. In addition, US
     Borrowers shall pay to any US L/C Issuer, promptly after receipt of
     documentation in support thereof, such fees (including all per annum fees),
     charges and expenses, including attorney fees and expenses, (provided if
     the US L/C Issuer is a Lender, such expenses, including attorney fees and
     expenses, must be reasonable) of such US L/C Issuer in respect of (i) the
     issuance, negotiation, acceptance, amendment, transfer and payment of such
     US Letter of Credit or otherwise payable pursuant to the application and
     related documentation under which such US Letter of Credit is issued and
     (ii) any action or proceeding relating to a court order, injunction or
     other process or decree restraining or seeking to restrain the US L/C
     Issuer from paying any amount under, or otherwise relating in any way to,
     any US Letter of Credit.

          (ii)    EUROPEAN LETTERS OF CREDIT. European Borrower agrees to pay to
     Agent for the benefit of European Revolving Lenders, as compensation to
     such European Revolving Lenders for European Letter of Credit Obligations
     incurred hereunder, (i) all reasonable costs and expenses, if any, incurred
     by Agent or any Lender on account of such European Letter of Credit

                                     Annex A
                                     Page 21


     Obligations, and (ii) for each month during which any European Letter of
     Credit Obligation shall remain outstanding, a fee (the "EUROPEAN LETTER OF
     CREDIT FEE") in an amount equal to the Applicable European L/C Margin from
     time to time in effect multiplied by the average for the period of the
     maximum amount available from time to time to be drawn under the applicable
     European Letter of Credit. Such fee shall be paid to Agent for the benefit
     of the European Revolving Lenders in arrears, on the first Business Day of
     each month and on the European Commitment Termination Date. In addition,
     European Borrower shall pay to any European L/C Issuer, promptly after
     receipt of documentation in support thereof, such fees (including all per
     annum fees), charges and expenses, including attorney fees and expenses,
     (provided if the European L/C Issuer is a Lender, such expenses, including
     attorney fees and expenses, must be reasonable) of such European L/C Issuer
     in respect of (i) the issuance, negotiation, acceptance, amendment,
     transfer and payment of such European Letter of Credit or otherwise payable
     pursuant to the application and related documentation under which such
     European Letter of Credit is issued and (ii) any action or proceeding
     relating to a court order, injunction or other process or decree
     restraining or seeking to restrain the European L/C Issuer from paying any
     amount under, or otherwise relating in any way to, any European Letter of
     Credit.

          (d)     LIBOR BREAKAGE FEE. Upon (i) any default by any Borrower in
making any borrowing of, conversion into or continuation of any LIBOR Loan
following Borrower Representative's delivery to Agent of any LIBOR Loan request
in respect thereof or (ii) any payment of a LIBOR Loan on any day that is not
the last day of the LIBOR Period applicable thereto (regardless of the source of
such prepayment and whether voluntary, by acceleration or otherwise), Borrowers
(provided that if the LIBOR Breakage Fee pertains to a US Loan and not a
European Loan, only the US Borrowers, and not the European Borrower, shall be
liable for such Breakage Fee) shall pay Agent, for the benefit of all Lenders
that funded or were prepared to fund any such LIBOR Loan, the LIBOR Breakage
Fee.

          (e)     EXPENSES AND ATTORNEYS' FEES. Borrowers agree to pay all fees,
charges, costs and expenses (including reasonable attorneys' fees and expenses
and the allocated cost of internal legal staff) incurred by Agent in connection
with any matters contemplated by or arising out of the Loan Documents, in
connection with the examination, review, due diligence investigation,
documentation, negotiation, closing and syndication of the transactions
contemplated herein and in connection with the continued administration of the
Loan Documents including any amendments, modifications, consents and waivers.
Borrowers agree to promptly pay reasonable documentation charges assessed by
Agent for amendments, waivers, consents and any of the documentation prepared by
Agent's internal legal staff. Borrowers agree to pay all fees, charges, costs
and expenses (including fees, charges, costs and expenses of attorneys, auditors
(whether internal or external), appraisers, consultants and advisors and the
allocated cost of internal legal staff) incurred by Agent in connection with any
Event of Default, work-out or action to enforce any Loan Document or to collect
any payments due from Borrowers or any other Credit Party. In addition, in

                                     Annex A
                                     Page 22


connection with the Lender Risk Allocation Agreement, Borrowers agree to
reimburse Agent and Lenders for any foreign exchange costs incurred by Agent or
Lenders resulting from converting currencies to the extent necessary and in
accordance with this Agreement; PROVIDED, that Borrowers shall have no
obligations under this sentence of Section 1.3(e) by reason of any conversion
costs incurred by any Lender in respect of a conversion made after the
Conversion Date. In addition, in connection with any work-out or action to
enforce any Loan Document or to collect any payments due from Borrowers or any
other Credit Party, Borrowers agree to promptly pay all fees, charges, costs and
expenses incurred by Lenders for one (1) counsel acting for all Lenders other
than Agent. All fees, charges, costs and expenses for which Borrowers are
responsible under this SECTION 1.3(e) shall be (i) deemed part of the
Obligations when incurred and be secured by the Collateral and (ii) payable (x)
within 10 Business Days (or within 5 Business Days during the continuance of an
Event of Default) after demand by Agent to Borrower Representative accompanied
by supporting documentation in reasonable detail; provided if Borrower
Representative notifies Agent prior to the end of such 10 Business Day period
(or such 5 Business Day period, as applicable) that it is disputing any such
fees, charges, costs and/or expenses that exceed the US Dollar Equivalent of
$15,000 in the aggregate, such fees, charges, costs and/or expenses shall not be
payable until the earlier of the date that such dispute is resolved or 30 days
(or during the continuance of an Event of Default, 10 Business Days) from the
date that Agent first made demand for such fees, charges, costs and/or expenses.
Once such amounts become payable, they may be paid in accordance with the second
to last paragraph of SECTION 1.4.

          Section 1.4   PAYMENTS.

          All payments by US Borrowers of the Obligations shall be without
deduction, defense, setoff or counterclaim and shall be made in US Dollars (or
in Euros with respect to the European Obligations) in same day funds and
delivered to Agent, for the benefit of Agent and Lenders, as applicable, by wire
transfer to the following account or such other place as Agent may from time to
time designate in writing.

                  ABA No. 021-001-033
                  Account Number 502-328-54
                  Bankers Trust Company
                  New York, New York
                  ACCOUNT NAME: GECC/CAF DEPOSITORY
                  Reference:  GE Capital re Advanced Accessories

          All payments by European Borrowers of the European Obligations shall
be made in Euros without deduction, defense, setoff or counterclaim and shall be
made in same day funds and delivered to Agent, for the benefit of Agent and
Lenders, as applicable, by wire transfer to the following account or such other
place as Agent may from time to time designate in writing.

                  Deutsche Bank, Frankfurt
                  Account Number: 175071000
                  Account Name: GE Capital Corp Comm

                                     Annex A
                                     Page 23


                  Sort Code: 50070010
                  Swift Code: Deutdeff
                  Reference:  GE Capital re Advanced Accessories

Borrowers shall receive credit on the day of receipt for funds received by Agent
by 2:00 p.m. (New York time). In the absence of timely receipt, such funds shall
be deemed to have been paid on the next Business Day. Whenever any payment to be
made hereunder shall be stated to be due on a day that is not a Business Day,
the payment may be made on the next succeeding Business Day and such extension
of time shall be included in the computation of the amount of interest and Fees
due hereunder.

          US Borrowers hereby authorize Lenders to make US Revolving Credit
Advances (provided that solely with respect to expenses expressly covered by
SECTION 1.3(e), no US Revolving Credit Advances will be made with respect to
such expenses until such expenses are payable in accordance with SECTION
1.3(e)), on the basis of their Pro Rata Shares, for the payment of interest,
Fees and expenses, in each case pertaining to US Loans, US Letter of Credit
reimbursement obligations and any amounts required to be deposited with respect
to outstanding US Letter of Credit Obligations pursuant to SECTION 1.5(f) or
6.3; provided that no such US Revolving Credit Advance shall be made until after
noon New York time on the day that such interest, Fee and/or expense first
became payable. European Borrower hereby authorizes Lenders to make European
Revolving Credit Advances (provided that solely with respect to expenses
expressly covered by SECTION 1.3(e), no European Revolving Credit Advances will
be made with respect to such expenses until such expenses are payable in
accordance with SECTION 1.3(e)), on the basis of their Pro Rata Shares, for the
payment of Scheduled Installments, interest, Fees and expenses, in each case
pertaining to European Loans, European Letter of Credit reimbursement
obligations and any amounts required to be deposited with respect to outstanding
European Letter of Credit Obligations pursuant to SECTION 1.5(f) or 6.3;
provided that no such European Revolving Credit Advance shall be made until
after noon New York time on the day that such Scheduled Installment, interest,
Fee and/or expense first became payable.

          If Agent receives any payment from or on behalf of any Credit Party in
a currency other than the currency in which an Obligation payment is
denominated, Agent may convert the payment (including the monetary proceeds of
realization upon any Collateral and any funds then held in a cash collateral
account) into the currency of the relevant Obligation at the Exchange Rate in
the manner contemplated by SECTION 9.1(b). The obligation shall be satisfied
only to the extent of the amount actually received by Agent upon such
conversion.

          Section 1.5   PREPAYMENTS.

          (a)     VOLUNTARY PREPAYMENTS OF LOANS. At any time, (i) US Borrowers
may prepay the US Loans, in whole or in part, without premium or penalty subject
to the payment of LIBOR Breakage Fees, if applicable and (ii) European Borrower
may prepay the European Loans, in whole or in part, without premium or penalty
subject to the payment of LIBOR Breakage Fees, if applicable. Prepayments of
European Term Loan shall be applied in accordance with SECTION 1.5(e)(i), or as
otherwise may be agreed by Requisite Lenders.

                                     Annex A
                                     Page 24


          (b)     PREPAYMENTS RE CURRENCY FLUCTUATIONS. If at any time when the
Public 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 the Public
Note Indenture. In the event of any repayment required under this clause (b),
the Borrowers may elect which Loans are so repaid.

          (c)     PREPAYMENTS FROM ASSET DISPOSITIONS.

          (i)     US BORROWERS. Immediately upon receipt by either US
     Borrower or any of its Subsidiaries from any Asset Disposition of
     any Net Proceeds in excess of (x) the Dollar Equivalent of
     US$1,250,000 for any single transaction or series of related
     transactions during any Fiscal Year or (y) the Dollar Equivalent
     of US$3,000,000 in the aggregate during the term of this
     Agreement, US Borrowers shall repay the US Revolving Credit
     Advances (without reduction of the US Revolving Loan Commitment)
     by an amount equal to the amount of such Net Proceeds. US
     Borrowers or their Subsidiaries may reinvest (or commit to
     reinvest) all Net Proceeds of such Asset Disposition, within two
     hundred and seventy days (270) days after such Asset Disposition
     (or within one hundred and eighty days (180) days prior to such
     Asset Disposition), in productive replacement fixed assets of a
     kind then used or usable in the business of US Borrowers
     (provided that if such fixed assets are purchased within the one
     hundred and eighty day (180) period prior to such Asset
     Disposition, Borrower Representative shall notify Agent prior to
     such purchase that such purchase is being made with the
     anticipated Net Proceeds of such anticipated Asset Disposition).
     If US Borrowers do not intend to so reinvest (or commit to so
     reinvest) such Net Proceeds or if the period set forth in the
     immediately preceding sentence expires without US Borrowers
     having reinvested (or committing to reinvest) such Net Proceeds
     or if such Net Proceeds are attributable to a working capital,
     earnings, balance sheet or similar adjustment under the
     Acquisition Agreement, European Borrower shall prepay the
     European Term Loan in an aggregate amount equal to such Net
     Proceeds of such Asset Disposition. The payments shall be applied
     in accordance with SECTION 1.5(e)(i), or as otherwise may be
     agreed by Requisite Lenders.

          (ii)    EUROPEAN BORROWER. Immediately upon receipt by European
     Borrower or any of its Subsidiaries from any Asset Disposition of
     any Net Proceeds in excess of (x) the Dollar Equivalent of
     US$625,000 for any single transaction or series of related
     transactions during any Fiscal Year or (y) the

                                     Annex A
                                     Page 25


     Dollar Equivalent of US$1,500,000 in the aggregate during the
     term of this Agreement, European Borrower shall repay the
     European Revolving Credit Advances (without reduction of the
     European Revolving Loan Commitment) by an amount equal to the
     amount of such Net Proceeds. European Borrower or its
     Subsidiaries may reinvest (or commit to reinvest) all Net
     Proceeds of such Asset Disposition, within two hundred and
     seventy days (270) days after such Asset Disposition (or within
     one hundred and eighty days (180) days prior to such Asset
     Disposition), in productive replacement fixed assets of a kind
     then used or usable in the business of European Borrower
     (provided that if such fixed assets are purchased within the one
     hundred and eighty day (180) period prior to such Asset
     Disposition, Borrower Representative shall notify Agent prior to
     such purchase that such purchase is being made with the
     anticipated Net Proceeds of such anticipated Asset Disposition).
     If European Borrower does not intend to so reinvest (or commit to
     so reinvest) such Net Proceeds or if the period set forth in the
     immediately preceding sentence expires without European Borrower
     having reinvested (or committing to reinvest) such Net Proceeds
     or if such Net Proceeds are attributable to a working capital,
     earnings, balance sheet or similar adjustment under the
     Acquisition Agreement, European Borrower shall repay the European
     Term Loan in an aggregate amount equal to such Net Proceeds of
     such Asset Disposition. The payment shall be applied in
     accordance with SECTION 1.5(e)(i), or as otherwise may be agreed
     by Requisite Lenders.

          (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 Terms 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 not used within ninety (90) days of such public offering to prepay
or redeem the Public 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.

                                     Annex A
                                     Page 26


          (e)     APPLICATION OF PROCEEDS.

          (i)     With respect to any prepayments made by any Borrower
     pursuant to SECTIONS 1.5(a) (pertaining to the European Term
     Loan), 1.5(c) and 1.5(d), such prepayments shall be applied as
     follows: (A) first, in payment of the European Term Loan pro rata
     against all remaining Scheduled Installments thereof until the
     European Term Loan shall have been prepaid in full; (B) second,
     to the US Revolving Credit Advances outstanding until the same
     have been repaid in full but not as a permanent reduction of the
     US Revolving Loan Commitment; (C) third, to the European
     Revolving Credit Advances outstanding until the same have been
     repaid in full but not as a permanent reduction of the European
     Revolving Loan Commitment; and (D) fourth, to all other
     Obligations. Considering each type of Loan being prepaid
     separately, any such prepayment shall be applied first to Index
     Rate Loans of the type required to be prepaid before application
     to LIBOR Loans of the type required to be prepaid, in each case
     in a manner which minimizes any resulting LIBOR Breakage Fee.
     Additionally, so long as no Event of Default is then in
     existence, to the extent that any such prepayment would otherwise
     be applied to a LIBOR Loan in a manner that would result in the
     incurrence of a LIBOR Breakage Fee, then Borrower Representative
     may direct that the proceeds of such prepayment be held by Agent
     in a cash collateral account, acceptable to Agent and in favor of
     Agent, to be applied to such LIBOR Loan on the last day of the
     applicable LIBOR Period.

          (ii)    INTENTIONALLY RESERVED.

          (f)     LETTER OF CREDIT OBLIGATIONS.

          (i)     US LETTERS OF CREDIT. In the event any US Letters of
     Credit are outstanding at the time that the US Revolving Loan
     Commitment is terminated, US Borrowers shall (1) deposit with
     Agent for the benefit of all US Revolving Lenders cash in an
     amount equal to 105% of the aggregate outstanding US Letter of
     Credit Obligations to be available to Agent to reimburse payments
     of drafts drawn under such US Letters of Credit and pay any Fees
     and expenses related thereto and (2) prepay the fee payable under
     SECTION 1.3(c)(i) with respect to such US Letters of Credit for
     the full remaining terms of such Letters of Credit. Upon
     termination of any such US Letter of Credit, subject to SECTION
     6.3, the unearned portion of such prepaid fee attributable to
     such US Letter of Credit, along with any cash remaining in such
     deposit after satisfaction of all such US Letter of Credit
     Obligations (including without limitation any Fees and expenses
     related thereto), shall be refunded to US Borrowers.

          (ii)    EUROPEAN LETTERS OF CREDIT. In the event any European
     Letters of Credit are outstanding at the time that the European
     Revolving Loan Commitment is terminated, European Borrower shall
     (1) deposit with Agent

                                     Annex A
                                     Page 27


     for the benefit of all European Revolving Lenders cash in an
     amount equal to 105% of the aggregate outstanding European Letter
     of Credit Obligations to be available to Agent to reimburse
     payments of drafts drawn under such European Letters of Credit
     and pay any Fees and expenses related thereto and (2) prepay the
     fee payable under SECTION 1.3(c)(ii) with respect to such
     European Letters of Credit for the full remaining terms of such
     Letters of Credit. Upon termination of any such European Letter
     of Credit, subject to SECTION 6.3, the unearned portion of such
     prepaid fee attributable to such European Letter of Credit, along
     with any cash remaining in such deposit after satisfaction of all
     such European Letter of Credit Obligations (including without
     limitation any Fees and expenses related thereto), shall be
     refunded to European Borrower.

          Section 1.6   MATURITY.

          All of the Obligations shall become due and payable as otherwise set
forth herein, but in any event all of the remaining Obligations shall become due
and payable upon termination of this Agreement. Until all Obligations have been
fully paid and satisfied (other than contingent indemnification obligations to
the extent no unsatisfied claim has been asserted), the US Revolving Loan
Commitment has been terminated, the European Revolving Loan Commitment has been
terminated and all Letters of Credit have been terminated or otherwise secured
to the satisfaction of Agent, Agent shall be entitled to retain the security
interests in the Collateral granted under the Collateral Documents and the
ability to exercise all rights and remedies available to them under the Loan
Documents and applicable laws. Notwithstanding anything contained in this
Agreement to the contrary, upon any termination (i) of the US Revolving Loan
Commitment, all of the Obligations shall be due and payable and (ii) of the
European Revolving Loan Commitment, all of the Obligations pertaining to the
European Loans shall be due and payable.

          Section 1.7   LOAN ACCOUNT.

          Agent shall maintain a loan account (the "LOAN ACCOUNT") on its books
to record: all Advances and the Term Loan, all payments made by Borrowers, and
all other debits and credits as provided in this Agreement with respect to the
Loans or any other Obligations. All entries in the Loan Account shall be made in
accordance with Agent's customary accounting practices as in effect from time to
time. The balance in the Loan Account, as recorded on Agent's most recent
printout or other written statement, shall, absent manifest error, be
presumptive evidence of the amounts due and owing to Agent and Lenders by
Borrowers; PROVIDED that any failure to so record or any error in so recording
shall not limit or otherwise affect any Borrower's duty to pay the Obligations.
Within five (5) days of the first of each month, Agent shall render to Borrower
Representative a monthly accounting of transactions with respect to the Loans
setting forth the balance of the Loan Account as to each Borrower for the
immediately preceding month. Unless Borrower Representative notifies Agent in
writing of any objection to any such accounting (specifically describing the
basis for such objection), within sixty (60) days after the date thereof, each
and every such accounting shall, absent manifest error, be deemed final, binding
and conclusive on

                                     Annex A
                                     Page 28


Borrowers in all respects as to all matters reflected therein. Only those items
expressly objected to in such notice shall be deemed to be disputed by
Borrowers. Notwithstanding any provision herein contained to the contrary, any
Lender may elect (which election may be revoked) to dispense with the issuance
of Notes to that Lender and may rely on the Loan Account as evidence of the
amount of Obligations from time to time owing to it.

          Section 1.8   YIELD PROTECTION; ILLEGALITY.

          (a)     CAPITAL ADEQUACY AND OTHER ADJUSTMENTS. In the event that any
Lender shall have determined that the adoption after the date hereof of any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy, reserve requirements or similar requirements
or compliance by any Lender or any corporation controlling such Lender with any
request or directive regarding capital adequacy, reserve requirements or similar
requirements (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) from any central bank or governmental
agency or body having jurisdiction does or shall have the effect of increasing
the amount of capital, reserves or other funds required to be maintained by such
Lender or any corporation controlling such Lender and thereby reducing the rate
of return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder, then Borrowers shall from time to time within thirty (30)
days after notice and demand from such Lender (together with the certificate
referred to in the next sentence and with a copy to Agent) pay to Agent, for the
account of such Lender, additional amounts sufficient to compensate such Lender
for such reduction. A certificate as to the amount of such cost and showing the
basis of the computation of such cost (in reasonable detail) submitted by such
Lender to Borrower Representative and Agent shall, absent manifest error, be
final, conclusive and binding for all purposes. If a Lender becomes entitled to
claim any additional amounts pursuant to this SECTION 1.8(a), it shall promptly
notify the Borrowers thereof. Each Lender shall allocate such cost increases
among its customers reasonably and in good faith and on an equitable basis.
Notwithstanding anything to the contrary contained herein, (i) the Borrowers
will not be required to compensate any Lender for any such amounts incurred by
such Lender more than one hundred eighty (180) days prior to such Lender's
written request to the Borrowers for such compensation, and (ii) a Lender shall
not be entitled to any compensation described in this SECTION 1.8(a) unless, at
the time it requests such compensation, it is the policy or general practice of
such Lender to request compensation for comparable costs in similar
circumstances under other comparable loan agreements.

          (b)     INCREASED LIBOR FUNDING COSTS; ILLEGALITY. Notwithstanding
anything to the contrary contained herein, if the introduction of or any change
in any law, rule, regulation, treaty or directive (or any change in the
interpretation thereof) after the date hereof shall make it unlawful, or any
central bank or other Governmental Authority shall assert after the date hereof
that it is unlawful, for any Lender to agree to make or to make or to continue
to fund or maintain any LIBOR Loan, then, unless that Lender is able to make or
to continue to fund or to maintain such LIBOR Loan at another branch or office
of that Lender without, in that Lender's opinion, adversely affecting it or its
Loans or the income obtained therefrom, on notice thereof and demand therefor by
such Lender to Borrower Representative through Agent, (i) the obligation of such
Lender to agree to make or to

                                     Annex A
                                     Page 29


continue to fund or maintain LIBOR Loans shall terminate and (ii) each Borrower
shall forthwith prepay in full at the end of the then current LIBOR Period (or
earlier if required by law; provided that Borrowers shall not be required to pay
the LIBOR Breakage Fee associated with such earlier payment) all outstanding
LIBOR Loans owing by such Borrower to such Lender, together with interest
accrued thereon, UNLESS Borrower Representative on behalf of such Borrower,
within five (5) Business Days after the delivery of such notice and demand,
converts all such LIBOR Loans into Index Rate Loans. If, after the date hereof,
the introduction of, change in or interpretation of any law, rule, regulation,
treaty or directive would impose or increase reserve requirements (other than as
taken into account in the definition of LIBOR) or otherwise increase the cost to
any Lender of making or maintaining a LIBOR Loan, then Borrowers shall from time
to time within thirty (30) days after notice and demand from Agent to Borrower
Representative (together with the certificate referred to in the next sentence)
pay to Agent, for the account of all such affected Lenders, additional amounts
sufficient to compensate such Lenders for such increased cost. A certificate as
to the amount of such cost (in reasonable detail) and showing the basis of the
computation of such cost submitted by Agent on behalf of all such affected
Lenders to Borrower Representative shall, absent manifest error, be final,
conclusive and binding for all purposes. If a Lender becomes entitled to claim
any additional amounts pursuant to this SECTION 1.8(b) or it anticipates that
any change in law, rule or regulation will result in a claim by it under this
SECTION 1.8(b), it shall promptly notify Borrower Representative thereof. Each
Lender shall allocate such cost increases among its customers reasonably and in
good faith and on an equitable basis. Notwithstanding anything to the contrary
contained herein, (i) Borrowers will not be required to compensate any Lender
for any such increased costs incurred by such Lender more than one hundred
eighty (180) days prior to such Lender's written request to Borrowers for such
compensation, and (ii) a Lender shall not be entitled to any compensation
described in this SECTION 1.8(b) unless, at the time it requests such
compensation, it is the policy or general practice of such Lender to request
compensation for comparable costs in similar circumstances under other
comparable loan agreements.

          Section 1.9   TAXES.

          (a)     NO DEDUCTIONS. Any and all payments or reimbursements made
hereunder (including any payments made pursuant to SECTION 10) or under the
Notes or under any other Loan Document shall be made free and clear of and
without deduction for any and all taxes, levies, imposts, deductions or
withholdings, and all liabilities with respect thereto of any nature whatsoever
imposed by any taxing authority, excluding such taxes, levies, imposts,
deductions, withholdings or liabilities to the extent imposed on or measured by
Agent's or a Lender's net income (all such non-excluded taxes, levies, imposes,
deductions, withholdings or liabilities, "Taxes"). If any Borrower or any other
Credit Party shall be required by law to deduct any such amounts from or in
respect of any sum payable hereunder or any other Loan Document to any Lender or
Agent, then (subject to clauses (b) and (c) below) the sum payable hereunder or
such other Loan Document shall be increased as may be necessary so that, after
making all required deductions, such Lender or Agent receives an amount equal to
the sum it would have received had no such deductions been made.

                                     Annex A
                                     Page 30


          (b)     CHANGES IN TAX LAWS. With respect to the Agent or any Lender,
in the event that, subsequent to the Closing Date (or, in the case of a Lender
that became a Lender after the Closing Date, subsequent to the date such Lender
became a Lender hereunder), (1) any changes in any existing law, regulation,
treaty or directive or in the interpretation or application thereof, (2) any new
law, regulation, treaty or directive enacted or any interpretation or
application thereof, or (3) compliance by Agent or any Lender with any request
or directive (whether or not having the force of law) issued after the Closing
Date by any Governmental Authority:

          (i)     does or shall subject Agent or any Lender to any Taxes
     of any kind whatsoever with respect to this Agreement, the other
     Loan Documents or any Loans made or Letters of Credit issued
     hereunder, or changes the basis of taxation of payments to Agent
     or such Lender of principal, fees, interest or any other amount
     payable hereunder (except for net income taxes, or franchise
     taxes imposed in lieu of net income taxes, imposed generally by
     federal, state, local, foreign or other applicable governmental
     taxing authorities with respect to interest or commitment Fees or
     other Fees payable hereunder, changes in the rate of tax on the
     net income of Agent or such Lender, or changes in respect of any
     so-called branch profits tax); or

          (ii)    does or shall impose on Agent or any Lender any other
     condition or increased cost in connection with the transactions
     contemplated hereby or participations herein;

and the result of any of the foregoing is to increase the cost to Agent or such
Lender of issuing any Letter of Credit or making or continuing any Loan
hereunder, as the case may be, or to reduce any amount receivable hereunder,
then, in any such case, Borrowers shall promptly pay to Agent or such Lender,
upon its demand, any additional amounts necessary to compensate Agent or such
Lender, on an after-tax basis, for such additional cost or reduced amount
receivable, as determined by Agent or such Lender with respect to this Agreement
or the other Loan Documents. If Agent or such Lender becomes entitled to claim
any additional amounts pursuant to this SECTION 1.9(b), it shall promptly notify
Borrower Representative of the event by reason of which Agent or such Lender has
become so entitled. A certificate as to any additional amounts payable pursuant
to the foregoing sentence demonstrating the calculation of such additional
amounts (in reasonable detail) submitted by Agent or such Lender to Borrower
Representative (with a copy to Agent) shall, absent manifest error, be final,
conclusive and binding for all purposes. Notwithstanding the foregoing
provisions, the Borrowers will not be required to compensate any Lender for any
such amounts incurred by such Lender more than one hundred eighty (180) days
prior to such Lender's written request to the Borrowers for such compensation.

          (c)     FOREIGN LENDERS. On or before the Closing Date (or, in the
case of any Lender that becomes a Lender after the Closing Date, on or before
the date such Lender becomes a Lender hereunder), each Lender organized under
the laws of a jurisdiction outside the United States (a "FOREIGN LENDER") shall
provide to Borrower Representative and Agent a properly completed and executed
IRS Form W-8BEN or Form W-8ECI or other applicable

                                     Annex A
                                     Page 31


form, certificate or document prescribed by the IRS certifying as to such
Foreign Lender's entitlement to exemption from U.S. withholding tax with respect
to payments to be made to such Foreign Lender under this Agreement and under the
Notes (a "CERTIFICATE OF EXEMPTION"). In addition, each Foreign Lender shall
deliver to Borrower Representative and Agent a Certificate of Exemption within
15 days after written request therefor by Borrower Representative or Agent and
upon the expiration or obsolescence of any Certificate of Exemption previously
delivered pursuant to this SECTION 1.9(c). If a Foreign Lender does not provide
a Certificate of Exemption to Borrower Representative and Agent in accordance
with this SECTION 1.9(c), Borrowers shall withhold taxes from payments to such
Foreign Lender at the applicable statutory rates and Borrowers shall not be
required to pay any additional amounts as a result of such withholding, unless
such Foreign Lender is unable to provide a Certificate of Exemption as a result
of a change in or amendment to law, regulation or treaty enacted or promulgated
after the Closing Date (or, in the case of a Foreign Lender that becomes a
Lender after the Closing Date, after the date such Foreign Lender became a
Lender hereunder), PROVIDED that all such withholding shall cease upon delivery
by such Foreign Lender of a Certificate of Exemption to Borrower Representative
and Agent.

          Section 1.10  BORROWER REPRESENTATIVE.

          Each Borrower hereby designates Holdings as its representative and
agent on its behalf for the purposes of issuing Notice of US Revolving Credit
Advances, Notice of European Revolving Credit Advances and Notice of
Conversion/Continuation, giving instructions with respect to the disbursement of
the proceeds of the Loans, selecting interest rate options, requesting Letters
of Credit, giving and receiving all other notices and consents hereunder or
under any of the other Loan Documents and taking all other actions (including in
respect of compliance with covenants) on behalf of any Borrower or Borrowers
under the Loan Documents. Borrower Representative hereby accepts such
appointment and agrees to give Borrowers prompt notice of all such actions taken
by Borrower Representative and all such notices received by Borrower
Representative; provided that the failure of Borrower Representative to give any
such notice to any Borrower shall not limit any of the obligations of any
Borrower pertaining to this Agreement or any other Loan Document. Agent and each
Lender may regard any notice or other communication pursuant to any Loan
Document from Borrower Representative as a notice or communication from all
Borrowers. Each warranty, covenant, agreement and undertaking made on its behalf
by Borrower Representative shall be deemed for all purposes to have been made by
such Borrower and shall be binding upon and enforceable against such Borrower to
the same extent as if the same had been made directly by such Borrower.

          Section 1.11  EUROPEAN LENDER QUALIFICATION.

          Each European Lender which is a party to this Agreement on the date
hereof represents and warrants to the European Borrower on the date hereof and
(for so long as it remains a European Lender under this Agreement) on the date
of which each European Loan is made and each European Letter of Credit is issued
and each Person who becomes a European Lender after the date of this Agreement
(and each Person to whom any European Lender assigns any of its rights under
this Agreement with respect to the European Loans)

                                     Annex A
                                     Page 32


represents and warrants to the European Borrower on the date on which it becomes
a party to this Agreement as a European Lender and thereafter (for so long as it
remains a European Lender under this Agreement) on the date on which each
European Loan is made and each European Letter of Credit is issued, that it is a
"professional market party" (a "PMP") within the meaning of the Exemption
Regulation dated 26 June 2002 of the Ministry of Finance of The Netherlands (the
"EXEMPTION REGULATION"), as promulgated in connection with the Dutch Act on the
Supervision of Credit Institutions 1992 (WET TOEZICHT KREDIETWEZEN 1992).

                                    SECTION 2
                              AFFIRMATIVE COVENANTS

          Each Credit Party executing this Agreement jointly and severally
agrees as to all Credit Parties that from and after the date hereof and until
the Termination Date:

          Section 2.1   COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.

          Each Credit Party will (a) comply with and shall cause each of its
Subsidiaries to comply with (i) the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority (including, without
limitation, laws, rules, regulations and orders relating to taxes, employer and
employee contributions, securities, employee retirement and welfare benefits,
environmental protection matters and employee health and safety and including,
without limitation, the requirements that the European Borrower makes due
inquiry to confirm that each Lender is a PMP as required by the Exemption
Regulation and the Dutch Central Bank's Policy Guidelines (issued in relation to
the Exemption Regulation) dated 10 July 2002 (BELEIDSREGEL KERNBEGRIPPEN
MARKTTOETREDING EN HANDHAVING WTK 1992)) as now in effect and which may be
imposed in the future in all jurisdictions in which any Credit Party or any of
its Subsidiaries is now doing business or may hereafter be doing business and
(ii) the obligations, covenants and conditions contained in all Contractual
Obligations (including, without limitation, the Public 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, and (b) maintain or
obtain and shall cause each of its Subsidiaries to maintain or obtain all
licenses, qualifications and permits now held or hereafter required to be held
by such Credit Party or any of its Subsidiaries, for which the loss, suspension,
revocation or failure to obtain or renew, could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect. Subject to
SECTION 3.2, this SECTION 2.1 shall not preclude any Credit Party or its
Subsidiaries from contesting any taxes or other payments, if they are being
diligently contested in good faith in a manner which stays enforcement thereof
and if appropriate expense provisions have been recorded in conformity with
GAAP. Each Credit Party represents and warrants that it (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) the noncompliance with which could not be reasonably expected to
have, either individually or

                                     Annex A
                                     Page 33


in the aggregate, a Material Adverse Effect, and (ii) maintains and each of its
Subsidiaries maintains all licenses, qualifications and permits referred to
above, for which the loss, suspension, revocation or failure to obtain or renew,
could reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect.

          Section 2.2   MAINTENANCE OF PROPERTIES; INSURANCE.

          Each Credit Party will maintain or cause to be maintained in good
repair, working order and condition (ordinary wear and tear and casualty events
excepted) all material properties used in the business of such Credit Party and
its Subsidiaries and will make or cause to be made all repairs, renewals and
replacements thereof as in the reasonable judgment of the Borrowers are
necessary to carry on their business. Each Credit Party will maintain or cause
to be maintained, with financially sound and reputable insurers, public
liability and property damage insurance with respect to its business and
properties and the business and properties of its Subsidiaries against loss or
damage of the kinds customarily carried or maintained by corporations of
established reputation engaged in similar businesses in similar geographic areas
and in amounts in each case reasonably acceptable to Agent and will deliver
evidence thereof to Agent. The Credit Parties will maintain business
interruption insurance covering all of the Credit Parties and providing coverage
for a period of at least six (6) months and in an amount not less than the
Dollar Equivalent of US$29,000,000. Each Credit Party shall cause Agent,
pursuant to endorsements and/or assignments in form and substance reasonably
satisfactory to Agent, to be named as lender's loss payee in the case of
casualty insurance, additional insured in the case of all liability insurance
and assignee in the case of all business interruption insurance, and with
respect to insurance pertaining to any Collateral located in Canada, containing
the standard mortgage clause approved by the Insurance Bureau of Canada, in each
case for the benefit of Agent and Lenders. Each Credit Party represents and
warrants that it and each of its Subsidiaries currently maintains all material
properties as set forth above and maintains all insurance described above. In
the event any Credit Party fails to provide Agent with evidence of the insurance
coverage required by this Agreement within ten (10) days after Agent requests in
writing such evidence, Agent may purchase insurance at such Credit Party's
expense to protect Agent's interests in the Collateral. This insurance may, but
need not, protect such Credit Party's interests. The coverage purchased by Agent
may, or may not, pay any claim made by such Credit Party or any claim that is
made against such Credit Party in connection with the Collateral. Such Credit
Party may later cancel any insurance purchased by Agent, but only after
providing Agent with evidence that such Credit Party has obtained insurance as
required by this Agreement. If Agent purchases insurance for the Collateral,
such Credit Party will be responsible for the costs of that insurance, including
interest and other Charges imposed by Agent in connection with the placement of
the insurance, until the effective date of the cancellation or expiration of the
insurance. The costs of the insurance may be added to the Obligations. The costs
of the insurance may be more than the cost of insurance such Credit Party is
able to obtain on its own.

                                     Annex A
                                     Page 34


          Section 2.3   INSPECTION; LENDER MEETING.

          Each Credit Party shall permit any authorized representatives of Agent
to visit, audit and inspect any of the properties of such Credit Party and its
Subsidiaries, including its and their financial and accounting records, and to
make copies and take extracts therefrom, other than materials that are protected
by attorney-client privilege and materials Borrowers may not disclose to Agent
or any Lender under confidentiality agreements, and to discuss its and their
affairs, finances and business with its and their officers and certified public
accountants (or equivalents of certified public accountants), at such reasonable
times during normal business hours and as often as may be reasonably requested,
upon reasonable prior notice and so long as such visit and inspection does not
materially interfere with the business and the operations of the Borrowers and
their Subsidiaries taken as a whole; provided that prior to the occurrence and
continuance of an Event of Default, Borrowers shall not be required to permit
more than three (3) such visits and inspections during any year. Upon at least
twenty-four (24) hours prior notice to Borrowers, representatives of each Lender
will be permitted to accompany representatives of Agent during each visit,
inspection and discussion referred to in the immediately preceding sentence.
Without in any way limiting the foregoing, each Credit Party will participate
and will cause key management personnel of each Credit Party and its
Subsidiaries to participate in a meeting with Agent and Lenders at least once
during each year, which meeting shall be held at such time and such place as may
be reasonably requested by Agent.

          Section 2.4   ORGANIZATIONAL EXISTENCE.

          Except as otherwise permitted by SECTION 3.6, each Credit Party will
and will cause its Subsidiaries to at all times preserve and keep in full force
and effect its organizational existence and all rights and franchises material
to its business.

          Section 2.5   ENVIRONMENTAL MATTERS.

          Each Credit Party shall and shall cause each Person within its control
to: (a) conduct its operations and keep and maintain its Real Estate in
compliance with all Environmental Laws and Environmental Permits other than
noncompliance that could not reasonably be expected to have a Material Adverse
Effect; (b) implement any and all investigation, remediation, removal and
response actions that are appropriate or necessary to maintain the value and
marketability of the Real Estate or to otherwise comply with Environmental Laws
and Environmental Permits pertaining to the presence, generation, treatment,
storage, use, disposal, transportation or Release of any Hazardous Material on,
at, in, under, above, to or from any of its Real Estate; (c) notify Agent
promptly after such Credit Party or any Person within its control becomes aware
of any violation of Environmental Laws or Environmental Permits or any Release
on, at, in, under, above, to or from any Real Estate that is reasonably likely
to result in Environmental Liabilities to a Credit Party or its Subsidiaries in
excess of the Dollar Equivalent of US$500,000 and (d) promptly forward to Agent
a copy of any written order, notice, request for information or any
communication or report received by such Credit Party or any Person within its
control in connection with any such violation or Release or any other matter
relating to any

                                     Annex A
                                     Page 35


Environmental Laws or Environmental Permits that could reasonably be expected to
result in Environmental Liabilities in excess of the Dollar Equivalent of
US$500,000, in each case whether or not the Environmental Protection Agency or
any Governmental Authority has taken or threatened any action in connection with
any such violation, Release or other matter. During the existence of an Event of
Default, if Agent at any time has a reasonable basis to believe that there may
be a violation of any Environmental Laws or Environmental Permits by any Credit
Party or any Person under its control or any Environmental Liability arising
thereunder, or a Release of Hazardous Materials on, at, in, under, above, to or
from any of its Real Estate, that, in each case, could reasonably be expected to
have a Material Adverse Effect, then each Credit Party and its Subsidiaries
shall, upon Agent's written request (i) cause the performance of such
environmental audits including subsurface sampling of soil and groundwater, and
preparation of such environmental reports, at Borrowers' expense, as Agent may
from time to time reasonably request, which shall be conducted by reputable
environmental consulting firms reasonably acceptable to Agent and shall be in
form and substance reasonably acceptable to Agent, and (ii) permit Agent or its
representatives to have access to all Real Estate for the purpose of conducting
such environmental audits and testing as Agent deems appropriate, including
subsurface sampling of soil and groundwater. Borrowers shall reimburse Agent for
the reasonable costs of such audits and tests and the same will constitute a
part of the Obligations secured hereunder.

          Section 2.6   LANDLORDS' AGREEMENTS, MORTGAGEE AGREEMENTS AND BAILEE
LETTERS.

          Each Credit Party shall use reasonable efforts to obtain a landlord's
agreement, mortgagee agreement or bailee letter, as applicable, from the lessor
of each leased property, mortgagee of owned property or bailee with respect to
any warehouse, processor or converter facility or other location where
Collateral is stored or located, which agreement or letter shall contain a
waiver or subordination of all Liens or claims that the landlord, mortgagee or
bailee may assert against the Collateral at that location, and shall otherwise
be reasonably satisfactory in form and substance to Agent (provided that with
respect to any location outside of the United States of America, the foregoing
shall only be required to the extent requested by Agent). With respect to such
locations or warehouse space leased or owned as of the Closing Date and
thereafter, if Agent has not received a landlord or mortgagee agreement or
bailee letter as of the Closing Date (or, if later, as of the date such location
is acquired or leased), (i) the Eligible Inventory at that location shall, in
Agent's discretion, be subject to such Reserves imposed by Agent and (ii)
Borrower Representative shall be required to give Agent prompt notice of any
default by any Credit Party under the lease, warehouse agreement, processor or
converter agreement or any other agreement pertaining to such location. After
the Closing Date, no real property or warehouse space shall be leased by any
Credit Party or its Subsidiary and no Inventory shall be shipped to a processor
or converter under arrangements established after the Closing Date without the
prior written consent of Agent (which consent, in Agent's discretion, may be
conditioned upon the exclusion from the US Borrowing Base or the European
Borrowing Base, as applicable, of Eligible Inventory at that location or the
establishment of Reserves imposed by Agent) unless (i) the aggregate fair market
and book value of assets of the Credit Parties at any time

                                     Annex A
                                     Page 36


maintained at (x) any one such leased location or with any one such processor or
converter does not exceed the Dollar Equivalent of US$100,000 or (y) all such
leased locations and with all such processors and converters does not exceed the
Dollar Equivalent of US$500,000 or (ii) a satisfactory landlord agreement or
bailee letter, as appropriate, shall first have been obtained with respect to
such location (provided that with respect to any location outside of the United
States of America, the foregoing shall only be required to the extent reasonably
requested by Agent). Each Credit Party shall and shall cause its Subsidiaries to
timely and fully pay and perform their obligations under all leases and other
agreements with respect to each leased location or public warehouse where any
Collateral is or may be located.

          Section 2.7   FURTHER ASSURANCES.

          (a)     Each Credit Party shall, from time to time, execute such
guaranties, financing statements, documents, security agreements and reports as
Agent or Requisite Lenders at any time may reasonably request to evidence,
perfect or otherwise implement a guaranty of the Obligations and/or a grant of a
perfected Lien (subject only to Permitted Encumbrances) on substantially all of
such Credit Party's real and personal property as security for the Obligations;
provided however that (i) the guaranties of the Non-US Credit Parties shall be
limited to the European Obligations and the security interests granted by the
Non-US Parties shall only secure the European Obligations and (ii) with respect
to Unrestricted Subsidiaries, the foregoing shall not be required to the extent
expressly provided in clause (ix) of the last paragraph of SECTION 3.6.

          (b)     In the event any Credit Party acquires an interest in real
property after the Closing Date, such Credit Party shall, to the extent
permitted by law with respect to Non-US Credit Parties, deliver to Agent a fully
executed mortgage or deed of trust over such real property in form and substance
reasonably satisfactory to Agent, together with such title insurance policies,
surveys, appraisals, evidence of insurance, legal opinions, environmental
assessments and other documents and certificates as shall be reasonably required
by Agent, provided, however that with respect to Unrestricted Subsidiaries, the
foregoing shall not be required to the extent expressly provided in clause (ix)
of the last paragraph of SECTION 3.6.

          (c)     Each Credit Party shall (i) cause each Person, 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 (ii) pledge, or cause to be
pledged, to Agent, for the benefit of Agent and Lenders, all of the Stock (other
than nominee shares and directors' qualifying shares required by law) of such
Subsidiary to secure the Obligations (provided that no such pledge of the Stock
of any Non-US Subsidiary shall cover more than 65% of the outstanding Stock of
such Non-US Subsidiary for the purposes of securing the US Loans and shall only

                                     Annex A
                                     Page 37


secure the US Loans if the Stockholder of such Non-US Subsidiary is a US Credit
Party; 100% of the outstanding Stock of such Non-US Subsidiary however would
secure the European Obligations); provided, however that with respect to
Unrestricted Subsidiaries, the foregoing shall not be required to the extent
expressly provided in clause (ix) of the last paragraph of SECTION 3.6. The
documentation for such guaranty, security and pledge shall be in form and
substance reasonably satisfactory to Agent.

          (d)     Within thirty (30) days after the date of this Agreement (or,
upon the consent of Agent, within sixty (60) days after the date of this
Agreement), Borrowers shall (i) cause the Credit Parties formed in the Czech
Republic, Poland and Spain (collectively, the "POST-CLOSE EUROPEAN
SUBSIDIARIES") to execute all necessary documents and take all action necessary
(x) to guaranty the European Obligations, to the extent permitted by law, and
(y) to the extent reasonably requested by Agent, to grant to Agent, for the
benefit of Agent and Lenders, a security interest in the material real, personal
and mixed property of each Post-Close European Subsidiary to secure the European
Obligations and (ii) cause the Stockholders of each Post-Close European
Subsidiary to pledge to Agent, for the benefit of Agent and Lenders, all of the
Stock (other than nominee shares and directors' qualifying shares required by
law) of the Post-Close European Subsidiaries to secure the European Obligations.
The documentation for such guaranty, security and pledge shall be in form and
substance reasonably satisfactory to Agent. Additionally, without limiting the
foregoing, until such time that the Post-Close European Subsidiaries satisfy the
requirements set forth above in this SECTION 2.7(d) no loans, in excess of the
Dollar Equivalent of US$1,000,000 in the aggregate for the Post-Close European
Subsidiaries, otherwise permitted to be made by SECTION 3.1(b) to the Post-Close
European Subsidiary, will be permitted.

          Section 2.8   INTENTIONALLY RESERVED.

          Section 2.9   EUROPEAN MERGERS.

          Within forty (40) days after the Closing Date (except to the extent
that (i) a creditor of European Borrower, of Brink Trekhaken B.V. or of European
Second Tier Dutch Holdings, as applicable, files a petition with the applicable
court to oppose the merger proposals as set out in article 2:316 paragraph 2 of
the Dutch Civil Code and as a result of such filing the mergers are not
permitted by law; and if any such petition is filed, the Credit Parties will use
their best efforts to have such petition rescinded and have the mergers
completed as soon as possible thereafter, and (ii) the current right of pledge
on the shares in the share capital of European Borrower, vested by a deed of
pledge of shares executed on the thirtieth day of October nineteen hundred and
ninety-six, before a deputy of Hendrik van Wilsum, civil law notary in
Amsterdam, The Netherlands, has not been released; each Credit Party agrees to
use its best efforts to effectuate such release), Brink Trekhaken B.V. shall
merge into European Borrower and European Borrower shall merge into European
Second Tier Dutch Holdings, resulting in European Second Tier Dutch Holdings
being the ultimate surviving entity of these mergers. Each such merger shall be
consummated in a manner and pursuant to terms satisfactory to Agent, unless
contrary to Dutch law. After the merger of European Borrower and European Second
Tier Dutch Holdings, the "European Borrower" shall be European Second Tier Dutch
Holdings and all provisions (including but not limited

                                     Annex A
                                     Page 38


to any representations, covenants and obligations of Brink B.V. as European
Borrower) of this Agreement shall following such mergers be construed
accordingly. All of the Credit Parties consent to each such merger and agree
that such mergers will not limit any obligations of any Credit Party under any
Loan Document.

          Section 2.10  INTELLECTUAL PROPERTY CROSS LICENSE.

          Each Credit Party acknowledges and hereby agrees that, on the Closing
Date and thereafter, each other Credit Party may make use of Intellectual
Property owned from time to time by such Credit Party in the ordinary course of
business, pursuant to licenses hereby granted under this SECTION 2.10 from such
Credit Party (the "AFFILIATE LICENSES"). Each Credit Party hereby agrees that,
in the event of any foreclosure by Agent or Lenders pursuant to SECTION 6.3, or
in the event of any bankruptcy, insolvency or similar proceeding involving any
Credit Party, to the extent required by Agent, such Credit Party shall maintain
in existence the Affiliate Licenses on the same terms and conditions, or on no
less favorable terms and conditions, than those license terms and conditions in
existence on the date of foreclosure, bankruptcy, insolvency or similar
proceeding and Agent is hereby authorized to utilize, transfer and/or assign the
Affiliated Licenses in connection with such foreclosure, bankruptcy, insolvency
or similar proceeding; provided, that the license grant provided for herein
shall be limited to use by the applicable Credit Party for the conduct of its
business operations as conducted upon the date of foreclosure, or the
commencement of a bankruptcy, insolvency or similar proceeding, as applicable,
and for no other purpose. Within ninety (90) days after the Original Closing
Date, Borrowers shall cause each of the Credit Parties to more formally
memorialize the above arrangements in writing in a manner reasonably acceptable
to Agent, it being understood that the terms and conditions of any Affiliate
License may be amended from time to time in accordance with the reasonable
business needs of the Credit Parties party thereto so long as, except as
expressly contemplated by a license arrangement that has been accepted by Agent
as provided above, each Credit Party continues to have a license to use the
Intellectual Property of each other Credit Party.

                                    SECTION 3
                               NEGATIVE COVENANTS

          Each Credit Party executing this Agreement jointly and severally
agrees as to all Credit Parties that from and after the date hereof until the
Termination Date:

          Section 3.1   INDEBTEDNESS.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries directly or indirectly to create, incur, assume, or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness
(other than pursuant to a Contingent Obligation permitted under SECTION 3.4)
except:

          (a)     the Obligations;

                                     Annex A
                                     Page 39


          (b)     subject to SECTION 2.7(d) and so long as no such loans are
made to an Unrestricted Subsidiary, intercompany Indebtedness arising from loans
made by:

          (i)     Wholly-owned Subsidiaries of Ultimate Holdings to
     Ultimate Holdings for the purposes described in SECTIONS 3.5(a),
     3.5(e), 3.5(i) and 3.5(j) (subject to the dollar restrictions set
     forth in such Sections);

          (ii)    US Borrowers to their Wholly-owned US Subsidiaries (and
     to the extent expressly consented to in any Inter-Subsidiary Loan
     Notice, any Wholly-owned Subsidiary of either US Borrower to any
     Wholly-owned US Subsidiary of such Subsidiary) to fund working
     capital and general corporate needs of such Subsidiaries in the
     ordinary course of business;

          (iii)   US Borrowers to their Wholly-owned Non-US Subsidiaries
     (and to the extent expressly consented to in any Inter-Subsidiary
     Loan Notice, any Wholly-owned Subsidiary of either US Borrower to
     any Wholly-owned Non-US Subsidiary of such Subsidiary) to fund
     working capital and general corporate needs of such Subsidiaries
     in the ordinary course of business in an aggregate amount not to
     exceed the Dollar Equivalent of US$10,000,000 (or the Dollar
     Equivalent of US$15,000,000 so long as, after giving effect to
     such loan, (x) average daily US Borrowing Availability for the
     90-day period preceding the then present date exceeded
     US$20,000,000 and (y) no Default or Event of Default was in
     existence) at any time outstanding reduced by the aggregate
     amount invested pursuant to SECTION 3.3(d) which is applicable to
     this clause (iii);

          (iv)    US Borrowers to European Borrower and to Wholly-owned
     Subsidiaries of European Borrower or of European Second Tier
     Dutch Holdings (and to the extent expressly consented to in any
     Inter-Subsidiary Loan Notice, any Wholly-owned Subsidiary of
     either US Borrower to any Wholly-owned Subsidiary of European
     Borrower or of European Second Tier Dutch Holdings) 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$4,000,000 at any time
     outstanding reduced by the aggregate amount invested pursuant to
     SECTION 3.3(d) which is applicable to this clause (iv);

          (v)     European Borrower to Wholly-owned Subsidiaries of
     European Borrower or of European Second Tier Dutch Holdings (and
     to the extent expressly permitted in any Inter-Subsidiary Loan
     Notice, any Wholly-owned Subsidiary of European Borrower to any
     Wholly-owned Subsidiary of European Borrower or of European
     Second Tier Dutch Holdings) to fund working capital and general
     corporate needs of such Subsidiaries in the ordinary course of
     business in an aggregate amount not to exceed the Dollar
     Equivalent of US$7,500,000 (or the Dollar Equivalent of
     US$10,000,000 so long as, after giving effect to such loan, (x)
     average daily European Borrowing

                                     Annex A
                                     Page 40


     Availability for the 90-day period preceding the then present
     date exceeded 10,000,000 Euros and (y) no Default or Event of
     Default was in existence) at any time outstanding reduced by the
     aggregate amount invested pursuant to SECTION 3.3(d) which is
     applicable to this clause (v);

          (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 permitted by SECTION 3.5(c), US Borrowing
     Availability plus the aggregate amount of cash and Cash
     Equivalents on hand of Ultimate 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 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);

          (vii)   to the extent that an intercompany loan is permitted
     to be made to a Wholly-owned Subsidiary pursuant to any of
     clauses (ii), (iii), (iv), (v) or (vi) above, an intercompany
     loan may be made to a non-Wholly-owned Subsidiary (as opposed to
     a Wholly-owned Subsidiary) established, created or acquired after
     the Closing Date in accordance with SECTION 3.13(ii) or to an
     Unfavorable Jurisdiction Credit Party (solely for the purposes of
     this SECTION 3.1(b), all Unfavorable Jurisdiction Credit Parties
     shall be deemed to be non-Wholly-owned Subsidiaries) to fund
     working capital and general corporate needs of such
     non-Wholly-owned Subsidiary or such Unfavorable Jurisdiction
     Credit Party, as applicable (such intercompany loans, to any
     non-Wholly-owned Subsidiary or Unfavorable Jurisdiction Credit
     Party shall be considered an intercompany loan to a Wholly-owned
     Subsidiary solely for the purposes of making the calculations set
     forth in clauses (ii), (iii), (iv), (v) and (vi) above, as
     applicable), so long as (x) the aggregate amount of all
     outstanding intercompany loans to non-Wholly-owned Subsidiaries
     and Unfavorable Jurisdiction Credit Parties does not exceed the
     Dollar Equivalent of US$3,500,000 at any time outstanding,
     reduced by the aggregate amount invested in non-Wholly-owned
     Subsidiaries and Unfavorable Jurisdiction Credit Parties pursuant
     to SECTION 3.3(d) which is applicable to this clause (vii)

                                     Annex A
                                     Page 41


     and (y) no additional intercompany Indebtedness under this clause
     (vii) may be incurred during the existence of an Event of
     Default; and

          (viii)  Ultimate Holdings to its Subsidiaries, from funds
     that Ultimate Holdings receives from its Stockholders
     concurrently with the making of such intercompany loan, so long
     as such intercompany loans are unsecured, no payments are
     permitted on such intercompany loans until all of the Obligations
     have been paid in full and the Commitments have been terminated
     and such intercompany loans are subordinated to the Obligations
     in a manner acceptable to Agent;

PROVIDED, HOWEVER, that all such Indebtedness referred to in the foregoing
clause (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) shall be evidenced by
promissory notes ("INTERCOMPANY NOTES") having terms reasonably satisfactory to
Agent, the sole originally executed counterparts of which shall be pledged and
delivered to Agent, for the benefit of Agent and Lenders, as security for the
Obligations;

          (c)     intercompany Indebtedness arising from loans made by a Credit
Party to an Unrestricted Subsidiary to fund working capital and general
corporate needs of such Unrestricted Subsidiary in an aggregate amount not to
exceed the Dollar Equivalent of US$1,000,000 at any time outstanding reduced by
the aggregate amount invested pursuant to SECTION 3.3(d) which is applicable to
this clause; PROVIDED, HOWEVER, that (i) all such Indebtedness referred to in
this clause (c) shall be evidenced by Intercompany Notes having terms reasonably
satisfactory to Agent, the sole originally executed counterparts of which shall
be pledged and delivered to Agent, for the benefit of Agent and Lenders, as
security for the Obligations and (ii) no additional intercompany Indebtedness
under this clause (c) may be incurred during the existence of an Event of
Default;

          (d)     the Public Note Debt;

          (e)     the Subordinated Seller PIK Note Debt;

          (f)     the Seller Contingent Payment Debt;

          (g)     Indebtedness incurred in the ordinary course of business not
to exceed the Dollar Equivalent of US$10,000,000 in the aggregate at any time
outstanding secured by purchase money Liens or incurred with respect to Capital
Leases;

          (h)     Indebtedness outstanding on the date hereof and listed on
Schedule 3.1 and any refinancings, refundings, renewals or extensions thereof by
the applicable Credit Party;

          (i)     Indebtedness incurred to repurchase equity issued by Ultimate
Holdings or its direct parent to employees, consultants, agents, officers and
directors of a Credit Party, to the extent such repurchase is permitted by
SECTION 3.5(j);

                                     Annex A
                                     Page 42


          (j)     unsecured Indebtedness which is subordinated to the
Obligations in a manner satisfactory to Agent and Requisite Lenders and which is
incurred in connection with the consummation of any Permitted Acquisition and
which is owing to a seller of the Stock or assets sold pursuant to such
Permitted Acquisition;

          (k)     Permitted Acquisition Earnouts;

          (l)     unsecured indebtedness of Ultimate Holdings owing to its
Stockholders which is subordinated to the Obligations in a manner satisfactory
to Agent and Requisite Lenders and contains terms and conditions which are
satisfactory to Agent and Requisite Lenders, including without limitation not
providing for any scheduled payments whatsoever (other than non-cash payment in
kind payments) until after the Termination Date (the "SUBORDINATED ULTIMATE
HOLDINGS PIK DEBT"); and concurrently with the receipt of proceeds from such
Subordinated Ultimate Holdings PIK Debt, Ultimate Holdings may transfer the
proceeds of such Subordinated Ultimate Holdings PIK Debt to its Subsidiaries as
capital contributions or intercompany loans; and

          (m)     any other unsecured Indebtedness owing to any non-Credit Party
not to exceed the Dollar Equivalent of US$10,000,000 in the aggregate at any
time outstanding; provided that the aggregate amount of such Indebtedness (or,
without duplication, any Contingent Obligations pertaining to such Indebtedness)
at any time owing (or potentially owing with respect to Contingent Obligations)
by European Ultimate Holdings or any of its Subsidiaries shall not exceed the
Dollar Equivalent of US$6,000,000; provided that (i) no additional Indebtedness
under this clause (m) may be incurred during the continuance of an Event of
Default and (ii) up to the Dollar Equivalent of US$5,000,000 in the aggregate at
any time outstanding of Indebtedness of any Unrestricted Subsidiary may be
secured (it being understood that no other Credit Party shall have any
Contingent Obligations with respect to such Indebtedness) by the assets of such
Unrestricted Subsidiary in favor of the Person that funded the acquisition of
such Credit Party as contemplated in the proviso to clause (ix) of the last
paragraph of SECTION 3.6.

          Section 3.2   LIENS AND RELATED MATTERS.

          (a)     NO LIENS. The Credit Parties shall not and shall not cause or
permit their Subsidiaries to directly or indirectly create, incur, assume or
permit to exist any Lien on or with respect to any property or asset of such
Credit Party or any such Subsidiary, whether now owned or hereafter acquired, or
any income or profits therefrom, except Permitted Encumbrances (including,
without limitation, those Liens constituting Permitted Encumbrances existing on
the date hereof and renewals and extensions thereof, as set forth on SCHEDULE
3.2).

          (b)     NO NEGATIVE PLEDGES. The Credit Parties shall not and shall
not cause or permit their Subsidiaries to directly or indirectly enter into or
assume any agreement (other than the Loan Documents) prohibiting the creation or
assumption of any Lien upon its properties or assets, whether now owned or
hereafter acquired, except (i) pursuant to the terms of the Public Note
Indenture, (ii) pursuant to the documentation evidencing the

                                     Annex A
                                     Page 43


Indebtedness permitted by SECTION 3.1(g) so long as such prohibition only
applies to the assets subject to such purchase money Liens or Capital Leases and
no other assets whatsoever, (iii) negative pledges contained in asset sales
agreements permitted by this Agreement so long as such negative pledges only
apply to the assets being sold under such asset sales agreements, (iv) negative
pledges contained in that certain Escrow Agreement dated the Original Closing
Date, among US SportRack Holdings, Bank One, NA, Bank One Trust Company,
National Association and Gibbs/AAS LLC (as such Escrow Agreement was in effect
on the Original Closing Date) so long as any such negative pledges only relate
to the property that is subject to the escrow under such Escrow Agreement, and
(v) negative pledges granted by Unrestricted Subsidiaries or their direct parent
to the holders of secured Indebtedness owing by such Unrestricted Subsidiaries
to the extent that such Indebtedness is permitted by SECTION 3.1(m) and such
negative pledges only apply to the assets or Stock of such Unrestricted
Subsidiary and not to any other assets or Stock whatsoever.

          (c)     NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWERS. The
Credit Parties shall not and shall not cause or permit their Subsidiaries to
directly or indirectly create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to: (i) pay dividends or make any other distribution on
any of such Subsidiary's Stock owned by any Borrower or any other Subsidiary
(other than encumbrances or restrictions requiring that any payment of dividends
or distributions be made on a pro rata basis to the holders of such Stock); (ii)
pay any Indebtedness owed to any Borrower or any other Subsidiary; (iii) make
loans or advances to any Borrower or any other Subsidiary; or (iv) except for
restrictions on the transfers of specific assets subject to Capital Leases or
other leases or purchase money obligations, transfer any of its property or
assets to any Borrower or any other Subsidiary, except as provided (A) in this
Agreement, (B) in the Public Note Indenture, (C) in the terms (existing as of
the time of the applicable Permitted Acquisition) of the Indebtedness of a
Target that is assumed in connection with a Permitted Acquisition so long as (x)
such Indebtedness is not incurred by any Person in connection with or
anticipation or contemplation of such Permitted Acquisition and (y) such terms
are not applicable to any Person, or the properties or assets of any Person,
other than the Target or the properties or assets of the Target so acquired, (D)
in the terms of Indebtedness of a non-Wholly-owned Subsidiary or an Unfavorable
Jurisdiction Credit Party so long as (x) no proceeds of any Loans are directly
or indirectly loaned, invested or otherwise transferred to such non-Wholly-owned
Subsidiary or Unfavorable Credit Party, (y) none of the consideration paid in
connection with the acquisition of such non-Wholly-owned Subsidiary or such
Unfavorable Jurisdiction Credit Party was funded directly or indirectly with the
proceeds of any Loans and (z) such terms are not applicable to any Person, or
the properties or assets of any Person, other than to such non-Wholly-owned
Subsidiary or Unfavorable Jurisdiction Credit Party and (E) in the terms of
secured Indebtedness of Unrestricted Subsidiaries so long as (x) such
Indebtedness is permitted by SECTION 3.1(m) and (y) such terms are not
applicable to any Person, or the properties or assets of any Person, other than
such Unrestricted Subsidiary or the properties or assets of such Unrestricted
Subsidiary.

                                     Annex A
                                     Page 44


          Section 3.3   INVESTMENTS.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly make or own any Investment in any Person
except:

          (a)     any Credit Party may make and own Investments in Cash
Equivalents subject to Control Agreements in favor of Agent; PROVIDED that such
Cash Equivalents are not subject to setoff rights; PROVIDED, FURTHER, such
Control Agreements shall only be required with respect to Cash Equivalents of
Non-US Credit Parties to the extent reasonably requested by Agent and as
required by SECTION 3.14;

          (b)     the Credit Parties may make intercompany loans to each other
to the extent permitted under SECTIONS 3.1(b) and (c);

          (c)     Borrowers and their Subsidiaries may make loans and advances
to employees for moving, entertainment, travel and other similar expenses in the
ordinary course of business consistent with past practices not to exceed the
Dollar Equivalent of US$1,000,000 in the aggregate at any time outstanding;

          (d)     in lieu of making intercompany loans pursuant to SECTIONS
3.1(b) and (c), the Credit Parties may make Investments in the form of capital
contributions to each other to the extent that if such capital contribution was
made as an intercompany loan it would be permitted by SECTIONS 3.1(b) and (c)
(the amount of any such capital contribution shall be considered to be an
outstanding intercompany loan for the purposes of making the calculations set
forth in SECTIONS 3.1(b) and (c), as applicable);

          (e)     concurrently upon receipt of capital contribution funds from
its Stockholders, Ultimate Holdings may further contribute such funds to its
Subsidiaries as capital contributions or intercompany loans;

          (f)     [intentionally reserved];

          (g)     Investments consisting of the extension of trade credit by a
Borrower or one of its Subsidiaries made in the ordinary course of business
consistent with past practices;

          (h)     Investments made in exchange for accounts receivable of a
Borrower or one of its Subsidiaries arising in the ordinary course of business
which are, in the good faith judgment of such Borrower or such Subsidiary,
substantially uncollectible;

          (i)     Investments (including debt obligations, Stock or other
property) to the extent received from another Person by a Credit Party in
connection with (i) any bankruptcy, reorganization, composition, readjustment of
debt or workout of any supplier or customer of any such Credit Party in
settlement of delinquent obligations of, and other disputes with, such suppliers
or customers and (ii) the satisfaction or enforcement of indebtedness or claims
due or owing to a Credit Party or as security for any such indebtedness or
claim, in each case arising in the ordinary course of business;

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                                     Page 45


          (j)     Investments existing on the date hereof and set forth on
SCHEDULE 3.3 and all extensions or renewals of such existing Investments by the
applicable Credit Party on substantially similar terms;

          (k)     Contingent Obligations permitted by SECTION 3.4;

          (l)     Investments consisting of promissory notes and other noncash
consideration received as proceeds of Asset Dispositions permitted by SECTION
3.7;

          (m)     Investments consisting of acceptance and endorsements of
checks or other negotiable instruments for deposit or collection in the ordinary
course of business;

          (n)     each Credit Party may make Investments to consummate a
Permitted Acquisition;

          (o)     [intentionally reserved]; and

          (p)     other Investments in the ordinary course of business not to
exceed the Dollar Equivalent of US$4,000,000 at any time outstanding; provided
that this clause (p) shall not apply to Investments in any Credit Party.

          Section 3.4   CONTINGENT OBLIGATIONS.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly create or become or be liable with
respect to any Contingent Obligation except:

          (a)     Letter of Credit Obligations;

          (b)     [intentionally reserved];

          (c)     those resulting from endorsement of negotiable instruments for
collection in the ordinary course of business;

          (d)     those existing on the Closing Date and described in SCHEDULE
3.4 and any refinancings, refundings, renewals or extensions thereof by the
applicable Credit Party;

          (e)     those arising under indemnity agreements to title insurers to
cause such title insurers to issue to Agent mortgagee title insurance policies;

          (f)     those arising with respect to customary indemnification
obligations incurred in connection with Asset Dispositions permitted hereunder;

          (g)     those incurred in the ordinary course of business with respect
to surety and appeal bonds, performance and return-of-money bonds and other
similar obligations not exceeding at any time outstanding the Dollar Equivalent
of US$4,000,000 in aggregate liability;

                                     Annex A
                                     Page 46


          (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;

          (i)     those existing under the Acquisition Agreement, as it is in
effect on the Original Closing Date;

          (j)     reimbursement obligations with respect to irrevocable letter
of credit No. 05151630, dated January 6, 2000 and amended on June 11, 2002,
issued by Bank One, Michigan on behalf US SportRack Holdings in favor of Andy
Gibbs and Doug Gibbs in the stated amount of US$8,325,000; provided that such
reimbursement obligations are collateralized in a manner satisfactory to Agent
and are paid solely from cash or certificates of deposits provided by Sellers;

          (k)     those arising with respect to customary indemnification
provided to officers and directors of any Credit Party in their capacity as
officers and directors of such Credit Party;

          (l)     those arising with respect to customary indemnification
provided to investment banks, accountants, consultants and other professionals
in connection with potential Permitted Acquisitions or debt or equity placements
that would be permitted hereunder;

          (m)     those incurred in the ordinary course of business and not for
speculative purposes to fix or hedge foreign currency risk; and

          (n)     any other Contingent Obligation not expressly permitted by
clauses (a) through (m) above, so long as any such other Contingent Obligations,
in the aggregate at any time outstanding, do not exceed the Dollar Equivalent of
US$5,000,000 (it being understood that this clause (n) shall not affect any of
the restrictions set forth in clause (h) above).

          Section 3.5   RESTRICTED PAYMENTS.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly declare, order, pay, make or set apart
any sum for any Restricted Payment, except that:

          (a)     any Wholly-owned Subsidiary of Ultimate Holdings may make
payments and distributions to Ultimate Holdings that are used concurrently by
Ultimate

                                     Annex A
                                     Page 47


Holdings to pay federal, state, local or other income taxes then due and owing,
franchise taxes and other similar licensing expenses and administrative expenses
incurred in the ordinary course of business consistent with past practices;
PROVIDED that each such Subsidiary's aggregate contribution to taxes as a result
of the filing of a consolidated or combined return by Ultimate Holdings shall
not be greater, nor the aggregate receipt of tax benefits less, than they would
have been had such Subsidiary not filed a consolidated or combined return with
Ultimate Holdings;

          (b)     (i)   Wholly-owned Subsidiaries of a Borrower may make
Restricted Payments to such Borrower or to the other Stockholders of such
Wholly-owned Subsidiary and (ii) non-Wholly-owned Subsidiaries of a Borrower may
make Restricted Payments to the Stockholders of such non-Wholly-owned Subsidiary
so long as the pro-rata amount (based on each Stockholder's then respective
ownership interest in the Stock of such non-Wholly-owned Subsidiary) of
Restricted Payments received by its Stockholders that are Credit Parties is
equal to or more than the pro-rata amount of the Restricted Payment then being
made to its other Stockholders that are not Credit Parties;

          (c)     the US Credit Parties may make mandatory payments required
under the Public 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 (iii) mandatory repurchases on the
Initial Public 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 Initial Public Note Debt are permitted prior to the date that all of the
Term Loans have been paid in full;

          (d)     [intentionally reserved];

          (e)     with respect to the Seller Contingent Payment Debt, US Credit
Parties may make cash payments of the Seller Contingent Payment Debt when due
pursuant to the terms of Section 2.4(c) of the Acquisition Agreement (as such
Section 2.4(c), together with any other sections of the Acquisition Agreement
applicable to the terms thereof, are in effect on the Original Closing Date);
provided that (i) within ten (10) Business Days prior to the making of such
payment, Borrower Representative has delivered to Agent (x) with respect to any
payment of any "Yearly Contingent Payment" (as defined in the Acquisition
Agreement, as in effect on the Original Closing Date), a certified true and
correct copy of the Contingent Payment Statement (as defined in the Acquisition
Agreement, as in effect on the Original Closing Date) indicating the amount of
the Seller Contingent Payment Debt then due along with reasonably detailed
calculations of such amount and (y) with respect to any payment of the Seller
Contingent Payment Debt pursuant to the last three sentences of Section 2.4(c)
of the Acquisition Agreement (as such Section 2.4(c), together with any other
sections of the Acquisition Agreement applicable to the terms thereof, are in
effect on the Original Closing Date), a Compliance Certificate evidencing
compliance with the following clause (ii); and (ii) after giving effect to such
payment, (x) Borrowers are in compliance on a pro forma basis

                                     Annex A
                                     Page 48


with the covenants set forth in SECTION 4 recomputed for the most recently ended
quarter for which information is available and (y) no Default or Event of
Default is then in existence;

          (f)     with respect to the Seller Contingent Payment Debt, to the
extent that cash payments of the regularly scheduled yearly payments of the
Seller Contingent Payment Debt are not permitted by SECTION 3.5(e), Ultimate
Holdings may make a payment in kind (as opposed to payment in cash or payment in
other property) payment of such amount (i) by issuing, or causing US Borrowers
to issue, a Subordinated Seller Contingent Payment Note pursuant to the terms of
Section 2.4(c) of the Acquisition Agreement (as such Section, together with any
other sections of the Acquisition Agreement applicable to the terms thereof, are
in effect on the Original Closing Date) and (ii) by increasing the aggregate
principal amount of the Subordinated Seller PIK Note pursuant to the terms of
Section 2.4(c) of the Acquisition Agreement (as such Section, together with any
other sections of the Acquisition Agreement applicable to the terms thereof, are
in effect on the Original Closing Date);

          (g)     Credit Parties may make (i) regularly scheduled payment in
kind (as opposed to payment in cash or payment in other property) payments
pursuant to the terms of the third paragraph of the Subordinated Seller PIK
Notes (as such paragraph, together with any other sections of the Subordinated
Seller PIK Notes applicable to the terms thereof, are in effect on the Original
Closing Date) and pursuant to the third paragraph of the Subordinated Seller
Contingent Payment Notes, if any, in each case, on March 31, June 30, September
30 and December 31 of each year, commencing June 30, 2003 and (ii) to the extent
permitted under Section 2.2(a)(v) of the Subordinated Seller PIK Notes and
Section 2.2(a)(v) of the Subordinated Contingent Payment Notes, payments in cash
or other property not to exceed Euro 45,379 with respect to such Subordinated
Seller PIK Note or Subordinated Contingent Payment Note in any twelve month
period, together with any interest accrued on such amount;

          (h)     with respect to a Permitted Acquisition Earnout, the
applicable Credit Party may make payments of such Permitted Acquisition Earnout
when due to the holder of such Permitted Acquisition Earnout; provided that (i)
within ten (10) Business Days prior to the making of such payment, Borrower
Representative has delivered to Agent a certified true and correct copy of a
calculation evidencing, in reasonable detail, the amount of such Permitted
Acquisition Earnout then due and (ii) after giving effect to such payment, (w)
Borrowers are in compliance on a pro forma basis with the covenants set forth in
SECTION 4 recomputed for the most recently ended quarter for which information
is available, (x) no Default or Event of Default is then in existence, (y) US
Borrower Availability plus European Borrower Availability exceeds the Dollar
Equivalent of US$5,000,000 and (z) the performance of the Credit Parties
acquired, established or created in connection with the related Permitted
Acquisition meets or exceeds the performance contemplated by the Acquisition Pro
Forma and Acquisition Projections each pertaining to such Permitted Acquisition;

          (i)     any Wholly-owned Subsidiary of Ultimate Holdings may pay
directly, or may make payments and distributions to Ultimate Holdings that are
used concurrently by

                                     Annex A
                                     Page 49


Ultimate Holdings to pay, reasonable out-of-pocket expenses and quarterly
management fees payable pursuant to the Management Services Agreement; provided
that (i) such management fees shall not exceed the Dollar Equivalent of
US$995,000 per quarter (plus the Dollar Equivalent of one (1.00%) percent per
quarter of the amount of equity contributions made directly or indirectly by CHP
in Ultimate Holdings after the Closing Date, to the extent (x) that Ultimate
Holdings has further contributed such amounts as equity contributions to
Borrowers and (y) Borrower Representative has given Agent notice of each such
contribution by CHP on or around the time that it is made) in the aggregate
during any Fiscal Quarter, and (ii) after giving effect to such payment of
management fees, (x) Borrowers are in compliance on a pro forma basis with the
covenants set forth in SECTION 4 recomputed for the most recently ended quarter
for which information is available and (y) no Event of Default is then in
existence (notwithstanding the foregoing, in the event that the Credit Parties
(A) are prohibited from paying the management fees contemplated under this
SECTION 3.5(i) during any Fiscal Quarter as a result of a failure to satisfy the
conditions set forth in this SECTION 3.5(i) in such Fiscal Quarter, Credit
Parties may make such payments if and when each of the conditions set forth in
this SECTION 3.5(i) are satisfied as of the time of eventual payment or (B)
voluntarily elect not to pay the management fees contemplated under this SECTION
3.5(i) during any Fiscal Quarter in which they have satisfied the conditions set
forth in this SECTION 3.5(i), Credit Parties may make such payments during any
subsequent Fiscal Quarter);

          (j)     any Wholly-owned Subsidiary of Ultimate Holdings may make
payments and distributions to Ultimate Holdings that are used concurrently by
Ultimate Holdings to repurchase Stock owned by employees of a Credit Party whose
employment with such Credit Party has been terminated, provided that the
aggregate amount of such distributions (along with the amount of any loans made
as contemplated by SECTION 3.1(i)) shall not exceed Dollar Equivalent of
US$2,000,000 in any Fiscal Year or Dollar Equivalent of US$5,000,000 during the
term of this Agreement and provided that no Event of Default exists at the time
of such Restricted Payment or would occur as a result thereof;

          (k)     [intentionally reserved]; and

          (l)     the Credit Parties may pay (i) the "Post-Closing Purchase
Price Adjustment" when due in accordance with Section 2.3 of the Acquisition
Agreement, as such Section, together with any other sections of the Acquisition
Agreement applicable to the terms thereof, are in effect on the Original Closing
Date, (ii) indemnity payments when due in accordance with Section 8.9(a) and
Section 9.3 of the Acquisition Agreement (and any other provisions in the
Acquisition Agreement applicable to the indemnity obligations under such Section
8.9(a) and Section 9.3) as in effect on the Original Closing Date, (iii)
payments in respect of tax refunds and tax credits when due in accordance with
(and to the extent required under) Section 8.6 of the Acquisition Agreement, as
such Section, together with any other sections of the Acquisition Agreement
applicable to the terms thereof, are in effect on the Original Closing Date,
(iv) tax payments when due in accordance with (and to the extent required under)
Section 8.5 and Section 8.7 of the Acquisition Agreement, as such Sections,
together with any other sections of the Acquisition Agreement applicable to the
terms thereof, are in effect on the Original Closing Date, (v) payments in
respect of insurance to the extent required under Section 8.9(b) of the
Acquisition Agreement, as such Section, together

                                     Annex A
                                     Page 50


with any other sections of the Acquisition Agreement applicable to the terms
thereof, are in effect on the Original Closing Date, (vi) payments in respect of
costs and expenses to the extent required under Section 12.5 of the Acquisition
Agreement, as such Section, together with any other sections of the Acquisition
Agreement applicable to the terms thereof, are in effect on the Original Closing
Date, (vii) payments of the Netherlands capital tax when due in accordance with
(and to the extent required under) Section 2.7 of the Acquisition Agreement, as
such Section, together with any other sections of the Acquisition Agreement
applicable to the terms thereof, are in effect on the Original Closing Date,
(viii) payments in respect of the facility located in Les Naux, Betheny (Marne),
France when due in accordance with (and to the extent required under) Section
7.3 of the Acquisition Agreement, as such Section, together with any other
sections of the Acquisition Agreement applicable to the terms thereof, are in
effect on the Original Closing Date, (ix) payments in respect of reasonable
out-of-pocket expenses incurred in connection with the delivery of
certifications and other documents required to be delivered pursuant to Section
12.15 of the Acquisition Agreement, as such Section, together with any other
sections of the Acquisition Agreement applicable to the terms thereof, are in
effect on the Original Closing Date and (x) payments and distributions (1) to
the extent required under Section 12.16 of the Acquisition Agreement, as such
Section, together with any other sections of the Acquisition Agreement
applicable to the terms thereof, are in effect on the Original Closing Date and
(2) to the extent relating to payments owing to the Sellers that are otherwise
expressly permitted to made under the terms hereof.

          Section 3.6   RESTRICTION ON FUNDAMENTAL CHANGES.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly: (a) amend, modify or waive any term or
provision of its organizational documents, including its articles of
incorporation, articles of association, certificates of designations pertaining
to preferred stock, by-laws, partnership agreement, operating agreement or any
shareholders' agreements (except in a manner that would not conflict with any
provision of any Loan Document and would not be adverse in any material respect
to Lenders) unless required by law; (b) enter into any transaction of merger,
amalgamation or consolidation except, (i) upon not less than five (5) Business
Days prior written notice to Agent, (w) any Wholly-owned US Subsidiary of a US
Borrower may be merged with or into such US Borrower (PROVIDED that such US
Borrower is the surviving entity), (x) any Wholly-owned Non-US Subsidiary (other
than an Unrestricted Subsidiary) of European Borrower may be merged with or into
European Borrower (PROVIDED that European Borrower is the surviving entity), (y)
any Wholly-owned Subsidiary of a Borrower may be merged or amalgamated with or
into another Wholly-owned Subsidiary of such Borrower (PROVIDED that (A) both
such Subsidiaries were formed or incorporated under the laws of the same
country, (B) the Stock of the Subsidiary that is the surviving entity is subject
to a Pledge Agreement, (C) the Subsidiary that is the surviving entity has
executed a Guaranty and (D) neither such Subsidiary is an Unrestricted
Subsidiary), (ii) with respect to the European Mergers and (iii) Borrowers and
their Subsidiaries may enter into an agreement to effect any merger,
amalgamation or consolidation, the closing of which is conditioned upon the
payment in full in cash of all of the Obligations (other than contingent
indemnification obligations to the extent

                                     Annex A
                                     Page 51


no unsatisfied claim giving rise thereto has been asserted) and the termination
of the Revolving Loan Commitments; (c) liquidate, wind-up or dissolve itself (or
suffer any liquidation or dissolution), except in the case of Subsidiaries of a
Borrower, (i) to the extent such Subsidiary is dormant, (ii) to the extent such
dissolution, wind-up or liquidation will not have a Material Adverse Effect, or
(iii) the Agent shall have consented thereto; or (d) acquire by purchase or
otherwise all or any substantial part of the business or assets of any other
Person.

          Notwithstanding the foregoing, any Credit Party, may acquire all or
substantially all of the assets or Stock of any Person (the "TARGET") (in each
case, a "PERMITTED ACQUISITION") subject to the satisfaction of each of the
following conditions:

          (i)     Agent shall receive at least 25 days' prior written notice of
such proposed Permitted Acquisition, which notice shall include a reasonably
detailed description of such proposed Permitted Acquisition;

          (ii)    such Permitted Acquisition shall only involve assets (A)
except as provided in clause (v) below, located in the United States or Canada
and (B) comprising a business, or those assets of a business, of the type
engaged in by Credit Parties as of the Closing Date or of a type reasonably
related thereto, and which business would not subject Agent or any Lender to
regulatory or third party approvals in connection with the exercise of its
rights and remedies under this Agreement or any other Loan Documents other than
approvals applicable to the exercise of such rights and remedies with respect to
the Credit Parties prior to such Permitted Acquisition;

          (iii)   such Permitted Acquisition shall be consensual and shall have
been approved by the Target's board of directors;

          (iv)    no additional Indebtedness, Guaranteed Indebtedness or
Contingent Obligations shall be incurred, assumed or otherwise be reflected on a
consolidated balance sheet of the Credit Parties and Target after giving effect
to such Permitted Acquisition, except (A) Loans made hereunder, (B) ordinary
course trade payables and accrued expenses, (C) other Indebtedness permitted
under SECTION 3.1 and (D) other Contingent Obligations permitted under SECTION
3.4;

          (v)     the sum of all amounts payable in connection with all
Permitted Acquisitions (including all transaction costs and all Indebtedness,
liabilities and Contingent Obligations incurred or assumed in connection
therewith or otherwise reflected on a consolidated balance sheet of the Credit
Parties and Target) (the "TOTAL CONSIDERATION") shall not exceed the US Dollar
Equivalent of US$20,000,000 (exclusive of the amount of any "earnouts" incurred
by any Credit Party in connection with Permitted Acquisitions ("PERMITTED
ACQUISITION EARNOUTS")) during the term hereof; provided further, and without
limiting the foregoing, (A) with respect to Permitted Acquisitions involving
assets located outside of the United States or Canada, (x) the secured lending
and bankruptcy laws of the jurisdiction in which such assets are located must be
acceptable to Agent, except to the extent to which the aggregate Total
Consideration of all Permitted Acquisitions that involve assets

                                     Annex A
                                     Page 52


located in jurisdictions which have lending or bankruptcy laws that are not
acceptable to Agent does not exceed the Dollar Equivalent of US$5,000,000 during
the term hereof (a Credit Party that has assets in any such jurisdiction that is
not acceptable to Agent is hereinafter referred to as an "UNFAVORABLE
JURISDICTION CREDIT PARTY") and (y) the Total Consideration of all such
Permitted Acquisitions shall not exceed the US Dollar Equivalent of
US$10,000,000 during the term hereof and (B) the maximum potential aggregate
amount of obligations of the Credit Parties with respect to all Permitted
Acquisition Earnouts pertaining to a Permitted Acquisition shall not exceed 50%
of the Total Consideration of such Permitted Acquisition;

          (vi)    the terms of any Permitted Acquisition Earnout shall (A)
include a provision in form and substance satisfactory to Agent (which by its
terms shall not be permitted to be amended, waived or modified without the prior
written consent of Agent (or any successor of Agent)) pursuant to which (x) the
Permitted Acquisition Earnout is only permitted to be paid to the extent such
payment is expressly permitted by this Agreement (as this Agreement may be
amended, modified, replaced or refinanced from time to time), and (y) to the
extent any Permitted Acquisition Earnout payment is made in violation of this
Agreement (as this Agreement may be amended, modified, replaced or refinanced)
the holder of such Permitted Acquisition Earnout agrees to promptly forward such
payment to Agent (or any successor to Agent) and (B) provide that the Earnout is
only payable to the extent that the performance of the Credit Parties acquired,
established or created in connection with the related Permitted Acquisition
exceeds the performance contemplated by the Acquisition Pro Forma and
Acquisition Projections each pertaining to such Permitted Acquisition;

          (vii)   the Target shall not have incurred an operating loss for the
trailing twelve-month period preceding the date of the Permitted Acquisition, as
determined based upon the Target's financial statements for its most recently
completed trailing twelve-month period prior to the date of consummation of such
Permitted Acquisition;

          (viii)  the business and assets acquired in such Permitted Acquisition
shall be free and clear of all Liens (other than Permitted Encumbrances);

          (ix)    at or prior to the closing of any Permitted Acquisition, Agent
will be granted a first priority perfected Lien (subject to Permitted
Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock
of the Target in the manner provided by SECTION 2.7, and the Credit Parties and
the Target shall have executed such documents and taken such actions as may be
required by Agent in connection therewith; provided that to the extent that such
Permitted Acquisition is funded solely by third party Indebtedness for borrowed
money (and without any Loan proceeds whatsoever) in an aggregate amount not to
exceed the Dollar Equivalent of US$ 5,000,000 and the Person that is acquired in
such Permitted Acquisition is an Unrestricted Subsidiary or all of the assets
acquired in such Permitted Acquisition are acquired by an Unrestricted
Subsidiary, such Unrestricted Subsidiary shall not be required to grant a Lien
on its assets in favor of Agent to the extent, and so long as, such grant would
violate the terms of such third party Indebtedness for borrowed money;

                                     Annex A
                                     Page 53


          (x)     concurrently with delivery of the notice referred to in CLAUSE
(i) above, Borrowers shall have delivered to Agent, in form and substance
reasonably satisfactory to Agent in order to demonstrate the following:

          (A)     a pro forma consolidated balance sheet, income statement and
     cash flow statement of Holdings, Borrowers and their Subsidiaries (the
     "ACQUISITION PRO FORMA"), based on recent financial statements, which shall
     be complete and shall fairly present in all material respects the assets,
     liabilities, financial condition and results of operations of Holdings,
     Borrowers and their Subsidiaries in accordance with GAAP consistently
     applied, but taking into account such Permitted Acquisition and the funding
     of all Loans in connection therewith, and such Acquisition Pro Forma shall
     reflect that (x) average daily US Borrowing Availability for the 90-day
     period preceding the consummation of such Permitted Acquisition would have
     exceeded US$9,000,000 on a pro forma basis (after giving effect to such
     Permitted Acquisition and all Loans funded in connection therewith as if
     made on the first day of such period) and the Acquisition Projections shall
     reflect that such US Borrowing Availability of US$9,000,000 shall continue
     for at least 90 days after the consummation of such Permitted Acquisition,
     (y) average daily European Borrowing Availability for the 90-day period
     preceding the consummation of such Permitted Acquisition would have
     exceeded 3,500,000 Euros on a pro forma basis (after giving effect to such
     Permitted Acquisition and all Loans funded in connection therewith as if
     made on the first day of such period) and the Acquisition Projections shall
     reflect that such European Borrowing Availability of 3,500,000 Euros shall
     continue for at least 90 days after the consummation of such Permitted
     Acquisition, and (z) on a pro forma basis, no Event of Default has occurred
     and is continuing or would result after giving effect to such Permitted
     Acquisition and Borrowers would have been in compliance with the financial
     covenants set forth in SECTION 4 for the four quarter period reflected in
     the Compliance Certificate most recently delivered to Agent pursuant to
     SECTION 4.8(n) prior to the consummation of such Permitted Acquisition
     (after giving effect to such Permitted Acquisition and all Loans funded in
     connection therewith as if made on the first day of such period);

          (B)     updated versions of the most recently delivered Projections
     covering the twelve month period commencing on the date of such Permitted
     Acquisition and otherwise prepared in accordance with the Projections (the
     "ACQUISITION PROJECTIONS") and based upon historical financial data of a
     recent date reasonably satisfactory to Agent, taking into account such
     Permitted Acquisition; and

          (C)     a certificate of the chief financial officer of Borrower
     Representative to the effect that Borrowers will be Solvent upon the
     consummation of the Permitted Acquisition;

          (xi)    on or prior to the date of such Permitted Acquisition, Agent
shall have received, in form and substance reasonably satisfactory to Agent in
order to confirm compliance with this Agreement, copies of the acquisition
agreement and related agreements

                                     Annex A
                                     Page 54


and instruments, and all opinions, certificates, lien search results and other
documents reasonably requested by Agent, including those specified in the
SECTIONS 2.6 and 2.7; and

          (xii)   at the time of such Permitted Acquisition and after giving
effect thereto, (A) no Default or Event of Default has occurred and is
continuing and (B) each representation or warranty by any Credit Party contained
herein (including without limitation SECTION 5.13; and solely for the purposes
of this clause (xii), the representations and warranties in SECTION 5.13 solely
with respect to any property acquired pursuant to such Permitted Acquisition
shall be deemed made as of the date immediately after the consummation of such
Permitted Acquisition rather than as of the Closing Date) or in any other Loan
Document is true and correct in all material respects as of such date, except to
the extent that such representation or warranty expressly relates to an earlier
date.

          Section 3.7   DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly convey, sell, lease, sublease, transfer
or otherwise dispose of, or grant any Person an option to acquire, in one
transaction or a series of related transactions, any of its property, business
or assets, whether now owned or hereafter acquired, except for (a) conveyances,
sales, leases, subleases, transfers or dispositions of any property, business or
assets during any Fiscal Year which in the aggregate do not have a fair market
or book value in excess of the Dollar Equivalent of US$2,000,000; (b) sales of
inventory, dispositions of obsolete or slow moving inventory and dispositions of
obsolete or worn out machinery and equipment, in each case made in the ordinary
course of business; (c) transfers of assets resulting from any casualty or
condemnation of such assets; (d) an agreement to effect the disposition of all
or a portion of the assets of a Borrower or such Subsidiary, the closing of
which is conditioned upon the payment in full in cash of all of the Obligations
(other than contingent indemnification obligations to the extent no unsatisfied
claim giving rise thereto has been asserted) and the termination of the
Revolving Loan Commitments; (e) the sale or discount of overdue accounts
receivable arising in the ordinary course of business, but only if no Event of
Default exists and only in connection with the compromise or collection thereof;
(f) the sale or other disposition, in each case for not less than the fair
market value, of any Investments permitted to be made by SECTION 3.3(a); (g) the
leasing or subleasing of real estate in the ordinary course of business to third
parties, including without limitation, entering into renewals or extensions of
existing leases, entering into replacement leases, entering into subleases and
other similar transactions; (h) an Asset Disposition otherwise permitted by
SECTION 3.6; (i) other Asset Dispositions by Borrowers and their Subsidiaries
(excluding sales of Accounts and Stock of any of Ultimate Holdings'
Subsidiaries) if all of the following conditions are met: (i) the market value
of assets sold or otherwise disposed of in any single transaction or series of
related transactions does not exceed the Dollar Equivalent of US$2,500,000 and
the aggregate market value of assets sold or otherwise disposed of in any Fiscal
Year does not exceed the Dollar Equivalent of US$6,000,000; (ii) the
consideration received is not less than the fair market value of such assets;
(iii) at least 75% of the consideration is received in (x) cash, (y) Cash
Equivalents or (z) the assumption by the purchaser or other Person (other than a
Credit Party) of the assets subject to the Asset Disposition of Indebtedness of
a Credit Party owing with respect to such assets; (iv) the Net

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Proceeds of such Asset Disposition are applied as required by SECTION 1.5(c);
(v) after giving effect to the Asset Disposition and the repayment of
Indebtedness with the proceeds thereof, Borrowers are in compliance on a pro
forma basis with the covenants set forth in SECTION 4 recomputed for the most
recently ended quarter for which information is available; and (vi) no Default
or Event of Default exists immediately after giving effect to such Asset
Disposition; and (j) the issuance or sale of Stock of a Non Wholly-owned
Subsidiary of a Borrower in connection with the formation or acquisition of such
Subsidiary but only to the extent permitted hereunder. Notwithstanding the
foregoing, no Stock of Holdings, US SportRack Holdings, European Ultimate
Holdings (except in connection with the European Mergers) or any Borrower may be
sold, transferred or otherwise disposed without the prior consent of Lenders or
Requisite Lenders, as applicable, except to consummate the European Mergers and
except with respect to nominee shares and directors' qualifying shares required
by law.

          Section 3.8   TRANSACTIONS WITH AFFILIATES.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any management, consulting, investment banking, advisory or
other similar services) with any Affiliate or with any director, officer or
employee of any Credit Party, except (a) as set forth on SCHEDULE 3.8, (b)
transactions in the ordinary course of and pursuant to the reasonable
requirements of the business of any such Credit Party or any of its Subsidiaries
and upon fair and reasonable terms which are fully disclosed to Agent (provided
that the terms of transactions with portfolio companies of CHP are not required
to be disclosed to Agent) and are no less favorable to any such Credit Party or
any of its Subsidiaries than would be obtained in a comparable arm's length
transaction with a Person that is not an Affiliate, (c) payment of reasonable
compensation (including reasonable bonuses) to officers and employees for
services actually rendered to any such Credit Party or any of its Subsidiaries,
(d) payment of director's fees not to exceed the Dollar Equivalent of US$250,000
in the aggregate for any Fiscal Year of Borrowers and (e) transactions with
Affiliates expressly permitted by SECTION 3.1, 3.3, 3.4, 3.5, 3.6 or 3.7;
provided that this clause (e) shall not apply to transactions with Unrestricted
Subsidiaries except to the extent such transactions are expressly permitted by
SECTION 3.1(c), 3.1(l), 3.3(b), 3.3(d), 3.3(e) and 3.5(b).

          Section 3.9   CONDUCT OF BUSINESS.

          No Credit Party shall directly or indirectly engage in any business
other than businesses of the type described on SCHEDULE 3.9, with respect to
each such Person, or that are reasonably related thereto.

          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 any

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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.

          Section 3.11  FISCAL YEAR.

          No Credit Party shall change its Fiscal Year or permit any of its
Subsidiaries to change their respective fiscal years.

          Section 3.12  PRESS RELEASE; PUBLIC OFFERING MATERIALS.

          Each Credit Party executing this Agreement agrees that neither it nor
its Affiliates will in the future issue any press releases or other public
disclosure, including any prospectus, proxy statement or other materials filed
with any Governmental Authority relating to a public offering of the Stock of
any Credit Party, using the name of GE Capital or its affiliates or referring to
the terms of this Agreement or of any other Loan Document or referring to this
specific Agreement or any other Loan Document (as opposed to referring the
existence of a senior credit facility generally) without at least two (2)
Business Days' prior notice to GE Capital and without the prior written consent
of GE Capital unless (and only to the extent that) such Credit Party or
Affiliate is required to do so under law and then, in any event, such Credit
Party or Affiliate will consult with GE Capital before issuing such press
release or other public disclosure. Each Credit Party consents to the
publication by Agent or any Lender of a tombstone or similar advertising
material relating to the financing transactions contemplated by this Agreement.
Agent or such Lender shall provide a draft of any such tombstone or similar
advertising material to each Credit Party for review and comment prior to the
publication thereof. Agent reserves the right to provide to financial industry
trade organizations information necessary and customary for inclusion in league
table measurements.

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                                     Page 57


          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, or (ii) that a Borrower or any of
its Subsidiaries may establish, create or acquire Subsidiaries to consummate a
Permitted Acquisition.

          Section 3.14  BANK ACCOUNTS.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to establish any new bank accounts without prior written notice to
Agent and unless Agent and the bank at which the account is to be opened enter
into a tri-party agreement regarding such bank account pursuant to which such
bank acknowledges the security interest of Agent in such bank account, agrees
during the continuance of an Event of Default (or with respect to a bank account
that is maintained by a Canadian Credit Party with a bank located in Canada,
agrees during any time that Agent reasonably has grounds to question such Credit
Party's compliance with any provisions of the Loan Documents) to comply with
instructions originated by Agent directing disposition of the funds in the bank
account without further consent from such Credit Party or Subsidiary (it being
understood that Agent is only entitled to sweep funds in an aggregate amount not
to exceed the amount of the Obligations then due by acceleration or otherwise),
and agrees to subordinate and limit any security interest the bank may have in
the bank account on terms satisfactory to Agent (a "CONTROL Agreement");
PROVIDED that unless Agent requests and except as required in the following
sentence, no Control Agreement shall be required with respect to bank accounts
established outside of the United States of America by Non-US Credit Parties and
no such Control Agreement by any such Non-US Credit Party shall be required to
the extent such Control Agreement would violate applicable law. Within ninety
(90) days after the Original Closing Date, each Non-US Credit Party shall
establish a Control Agreement and (i) each Non-US Credit Party shall cause all
funds of such Non-US Credit Party in excess of the Dollar Equivalent of
US$500,000 in the aggregate to be deposited into accounts subject to such
Control Agreement and (ii) the Non-US Credit Parties shall cause all funds of
the Non-US Credit Parties in excess of the Dollar Equivalent of US$2,000,000 in
the aggregate to be deposited into accounts subject to such Control Agreement.

          Section 3.15  HAZARDOUS MATERIALS.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to cause or permit a Release of any Hazardous Material on, at, in,
under, above, to, from or about any of the Real Estate where such Release would
(a) violate in any respect, or form the basis for any Environmental Liabilities
by the Credit Parties or any of their Subsidiaries under, any Environmental Laws
or Environmental Permits or (b) otherwise adversely impact the value or
marketability of any of the Real Estate or any of the Collateral, other than
such violations or Environmental Liabilities that could not reasonably be
expected to have a Material Adverse Effect.

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          Section 3.16  ERISA/CANADIAN PENSION PLAN.

          The Credit Parties shall not and shall not cause or permit any ERISA
Affiliate to, cause or permit to occur an ERISA Event to the extent such ERISA
Event could reasonably be expected to have a Material Adverse Effect.

          Additionally, for each existing Canadian Pension Plan, each Credit
Party shall ensure that such plan retains its registered status under and is
administered in a timely manner in all material respects in accordance with the
applicable pension plan text, funding agreement, the Income Tax Act (Canada) and
all other applicable laws. For each Canadian Pension Plan hereafter adopted by
any Credit Party which is required to be registered under the Income Tax Act
(Canada) or any other applicable laws, that Credit Party shall use its best
efforts to seek and receive confirmation in writing from the applicable
Governmental Authorities to the effect that such plan is unconditionally
registered under the Income Tax Act (Canada) and such other applicable laws. For
each existing and hereafter adopted Canadian Pension Plan and Canadian Benefit
Plan, each Credit Party shall in a timely fashion perform in all material
respects all obligations (including fiduciary, funding, investment and
administration obligations) required to be performed in connection with such
plan and the funding media therefor. Each Credit Party shall deliver to Agent if
requested by Agent, promptly after the filing thereof by any Credit Party with
any applicable Governmental Authority, (i) copies of each annual and other
return, report or valuation with respect to each Canadian Pension Plan; (ii)
promptly after receipt thereof, a copy of any direction, order, notice, ruling
or opinion that any Credit Party may receive from any applicable Governmental
Authority with respect to any Canadian Pension Plan; and (iii) notification
within 30 days of any increases having a cost to such Credit Party in excess of
the Dollar Equivalent of US$250,000 per annum, in the benefits of any existing
Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new
Canadian Pension Plan or Canadian Benefit Plan, or the commencement of
contributions to any such plan to which any Credit Party was not previously
contributing.

          Section 3.17  SALE-LEASEBACKS.

          Except as set forth on SCHEDULE 3.17, the Credit Parties shall not and
shall not cause or permit any of their Subsidiaries to engage in any
sale-leaseback, synthetic lease or similar transaction involving any of its
assets.

          Section 3.18  PREPAYMENTS OF OTHER INDEBTEDNESS.

          The Credit Parties shall not, directly or indirectly, voluntarily
purchase, redeem, defease or prepay any principal of, premium, if any, interest
or other amount payable in respect of any Indebtedness described in any of
clause (a), (b), (c) or (g) of the definition of Indebtedness (or in respect of
any Indebtedness during the continuance of an Event of Default), other than (i)
the Obligations, (ii) Indebtedness secured by a Permitted Encumbrance if the
asset securing such Indebtedness is being sold or otherwise disposed of in
accordance with SECTION 3.7, (iii) to the extent permitted by SECTIONS 3.1(b)
and (c),

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intercompany Indebtedness owing to a Borrower or any of its Subsidiaries, (iv)
Indebtedness otherwise owing to a Borrower or (v) Permitted Prepayments.

          Section 3.19  GIBBS LITIGATION.

          The Credit Parties shall not and shall not cause or permit their
Subsidiaries to directly or indirectly, amend or otherwise modify, or issue any
direction, consent or certificate under, that certain Escrow Agreement dated on
the Original Closing Date, among US SportRack Holdings, Bank One, NA, Bank One
Trust Company, National Association and Gibbs/AAS LLC, without the prior written
consent of Agent

                                    SECTION 4
                          FINANCIAL COVENANTS/REPORTING

          Borrowers covenant and agree that from and after the date hereof until
the Termination Date, Borrowers shall perform and comply with, and shall cause
each of the other Credit Parties to perform and comply with, all covenants in
this SECTION 4 applicable to such Person.

          Section 4.1   INTENTIONALLY RESERVED.

          Section 4.2   INTENTIONALLY RESERVED.

          Section 4.3   INTENTIONALLY RESERVED.

          Section 4.4   MINIMUM FIXED CHARGE COVERAGE RATIO.

          Holdings, Borrowers and their Subsidiaries on a consolidated basis
shall have, as of the last day of each Fiscal Quarter (commencing with the
Fiscal Quarter ending on June 30, 2004), from the date hereof until the
Termination Date, a Fixed Charge Coverage Ratio for the 12-month period then
ended of not less than 1.15 to 1.0.

          Section 4.5   INTENTIONALLY RESERVED.

          Section 4.6   INTENTIONALLY RESERVED.

          Section 4.7   MAXIMUM SENIOR SECURED LEVERAGE RATIO.

          Holdings, Borrowers and their Subsidiaries on a consolidated basis
shall have, as of the last day of each Fiscal Quarter, from the date hereof
until the Termination Date, a Senior Secured Leverage Ratio for the 12-month
period then ended of not more than 1.25 to 1.0.

          Section 4.8   FINANCIAL STATEMENTS AND OTHER REPORTS.

          Ultimate Holdings and Borrowers will maintain, and cause each of their
Subsidiaries to maintain, a system of accounting established and administered in
accordance with sound business practices to permit preparation of Financial
Statements in conformity

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with GAAP (it being understood that quarterly Financial Statements are subject
to normal year-end adjustments and are not required to have footnote
disclosures). Borrower Representative will deliver each of the Financial
Statements and other reports described below to Agent (and each Lender, by
posting such Financial Statements and other reports to IntraLinks, in the case
of the Financial Statements and other reports described in SECTIONS (4.8)(a),
(b), (d), (f), (h), (i), (j) and (n); Lenders agree that such posting to
IntraLinks shall be a sufficient means of delivering such Financial Statements
and other reports to Lenders).

          (a)     QUARTERLY FINANCIALS. As soon as available and in any event
within forty five (45) days after the end of each Fiscal Quarter (including the
last Fiscal Quarter of Borrowers' Fiscal Year), Borrower Representative will
deliver (1) the consolidated and consolidating balance sheets of Holdings,
Borrowers and their Subsidiaries, as at the end of such Fiscal Quarter, and the
related consolidated and consolidating statements of income, stockholders'
equity and cash flow for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year of Borrowers to the end of such Fiscal
Quarter, (2) a report setting forth in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year and the
corresponding figures from the most recent Projections for the current Fiscal
Year delivered pursuant to SECTION 4.8(h) and (3) a schedule of the outstanding
Indebtedness for borrowed money (other than Indebtedness for borrowed money owed
to any Person which in the aggregate is less than the Dollar Equivalent of
US$250,000) of Holdings, Borrowers and their Subsidiaries describing in
reasonable detail each such debt issue or loan outstanding and the principal
amount and amount of accrued and unpaid interest with respect to each such debt
issue or loan.

          (b)     YEAR-END FINANCIALS. As soon as available and in any event
within ninety (90) days after the end of each Fiscal Year of Borrowers, Borrower
Representative will deliver (1) the consolidated and consolidating balance
sheets of Holdings, Borrowers and their Subsidiaries, as at the end of such
year, and the related consolidated and consolidating statements of income,
stockholders' equity and cash flow for such Fiscal Year, (2) a schedule of the
outstanding Indebtedness for borrowed money (other than Indebtedness for
borrowed money owed to any Person which in the aggregate is less than the Dollar
Equivalent of US$250,000) of Holdings, Borrowers and their Subsidiaries
describing in reasonable detail each such debt issue or loan outstanding and the
principal amount and amount of accrued and unpaid interest with respect to each
such debt issue or loan and (3) a report with respect to the consolidated
Financial Statements from a firm of Certified Public Accountants selected by
Borrowers and reasonably acceptable to Agent, which report shall be prepared in
accordance with Statement of Auditing Standards No. 58 (the "STATEMENT")
"Reports on Audited Financial Statements" and such report shall be without (x) a
"GOING CONCERN" or like qualification or exception, (y) any qualification or
exception as to the scope of such audit or (z) any qualification which relates
to the treatment or classification of any item and which, as a condition to the
removal of such qualification, would require an adjustment to such item, the
effect of which would be to cause a Borrower to be in default of any of its
obligations under SECTIONS 4.1 through 4.7.

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          (c)     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, 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.

          (d)     US BORROWING BASE CERTIFICATE/EUROPEAN BORROWING BASE
CERTIFICATE. As soon as available and in any event within ten (10) Business Days
after the end of each month, and upon the request of Agent after the occurrence
and during the continuation of any Event of Default from time to time, Borrower
Representative will deliver a US Borrowing Base Certificate (in substantially
the same form as EXHIBIT 4.8(d)(i), the "US BORROWING BASE CERTIFICATE") as at
the last day of such period. As soon as available and in any event within ten
(10) Business Days after the end of each month, and upon the request of Agent
after the occurrence and during the continuation of any Event of Default from
time to time, Borrower Representative will deliver a European Borrowing Base
Certificate (in substantially the same form as EXHIBIT 4.8(d)(ii), the "EUROPEAN
BORROWING BASE CERTIFICATE") as at the last day of such period.

          (e)     MANAGEMENT REPORT. Together with each delivery of Financial
Statements pursuant to SECTIONS 4.8(a) and (b), Borrower Representative will
deliver a management report (1) describing the operations and financial
condition of Ultimate Holdings, Borrowers and their Subsidiaries for the Fiscal
Quarter then ended and the portion of the current Fiscal Year then elapsed (or
for the Fiscal Year then ended in the case of year-end financials), (2) setting
forth in comparative form the corresponding figures for the corresponding
periods of the previous fiscal year and the corresponding figures from the most
recent Projections for the current Fiscal Year delivered pursuant to SECTION
4.8(h) and (3) discussing the reasons for any significant variations. The
information above shall be presented in reasonable detail and shall be certified
by the chief financial officer of Holdings to the effect that such Financial
Statements fairly present the results of operations and financial condition of
Holdings, Borrowers and their Subsidiaries as at the dates and for the periods
indicated subject to normal year-end adjustments.

          (f)     COLLATERAL VALUE REPORT. Upon the election of Agent, which may
be made not more than once each year prior to an Event of Default (and prior to
an Event of Default, Borrowers shall not be liable for costs, fees and expenses
incurred by Agent and Lenders in excess of the Dollar Equivalent of US$35,000
during any calendar year in connection with any collateral value report required
pursuant to this SECTION 4.8(f)) and at any time while and so long as an Event
of Default shall be continuing, Agent may obtain, at Borrowers' expense, a
report of a collateral auditor satisfactory to Agent (which may be, or be
affiliated with, a Lender) with respect to the Eligible Accounts and Eligible
Inventory components included in either the US Borrowing Base or the European
Borrowing Base, as applicable, which report shall indicate whether or not the
information set forth in the US Borrowing Base Certificate or the European
Borrowing Base Certificate, as applicable, most recently delivered is accurate
and complete in all material respects based upon a review

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by such auditor of the Eligible Accounts (including verification with respect to
the amount, aging, identity and credit of the respective account debtors and the
billing practices of Borrowers) and Eligible Inventory (including verification
as to the value, location and respective types).

          (g)     APPRAISALS. From time to time, if Agent or any Lender
determines that obtaining appraisals is necessary in order for Agent or such
Lender to comply with applicable laws or regulations, Agent will, at Borrowers'
expense, obtain appraisal reports in form and substance and from appraisers
reasonably satisfactory to Agent stating the then current fair market values of
all or any portion of the Real Estate owned by Credit Parties. In addition to
the foregoing, at Borrowers' expense, at any time while and so long as an Event
of Default shall have occurred and be continuing, Agent may obtain appraisal
reports in form and substance and from appraisers satisfactory to Agent stating
the then current market values of all or any portion of the Real Estate and
personal property owned by any of the Credit Parties.

          (h)     PROJECTIONS. As soon as available and in any event no later
than the last day of each of Borrowers' Fiscal Years, Borrower Representative
will deliver Projections of Holdings, Borrowers and their Subsidiaries for the
forthcoming three (3) fiscal years, year by year, and for the forthcoming fiscal
year, month by month.

          (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, 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,
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, 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 reports sent or received by any Credit Party in connection
with the Public Notes.

          (j)     EVENTS OF DEFAULT, ETC. Promptly upon any officer of any
Credit Party obtaining knowledge of any of the following events or conditions,
Borrower Representative shall deliver copies of all notices given or received by
such Borrower or Ultimate Holdings or any of their Subsidiaries with respect to
any such event or condition and a certificate of a senior authorized officer of
Borrower Representative specifying the nature and period of existence of such
event or condition and what action Ultimate Holdings, Borrowers or any of their
Subsidiaries has taken, is taking and proposes to take with respect thereto: (1)
any condition or event that constitutes an Event of Default under SECTION
6.1(b); (2) any condition or event that constitutes any other Event of Default;
(3) any notice that any Person has given to any Borrower or any of their
Subsidiaries or any other action taken with respect to a claimed default or
event or condition of the type referred to in SECTION 6.1(b); or (4) any

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event or condition that could reasonably be expected to result in any Material
Adverse Effect.

          (k)     LITIGATION. Promptly upon any officer of any Credit Party
obtaining knowledge of (1) the institution of any action, charge, claim, demand,
suit, proceeding, petition, governmental investigation, tax audit or arbitration
now pending or, to the knowledge of such Credit Party, threatened against or
affecting any Credit Party or any of its Subsidiaries or any property of any
Credit Party or any of its Subsidiaries ("LITIGATION") not previously disclosed
by Borrower Representative to Agent or (2) any material order is entered in any
action, suit, proceeding, governmental investigation or arbitration at any time
pending against or affecting any Credit Party or any property of any Credit
Party which, in the case of each of clause (1) and (2) above, could reasonably
be expected to have a Material Adverse Effect, Borrower Representative will
promptly give notice thereof to Agent and provide such other information as may
be reasonably available to them (except to the extent such information is
protected by attorney-client privilege) to enable Agent and its counsel to
evaluate such matter.

          (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" 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 and (4) any Credit
Party becoming an "Unrestricted Subsidiary" as defined in the Initial Public
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.

          (m)     OTHER INFORMATION. With reasonable promptness, Borrower
Representative will deliver such other information and data with respect to any
Credit Party

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or any Subsidiary of any Credit Party as from time to time may be reasonably
requested by Agent.

          (n)     COMPLIANCE CERTIFICATE. Together with each delivery of
Financial Statements of Holdings, Borrowers and their Subsidiaries pursuant to
SECTIONS 4.8(a) and (b), Borrower Representative will deliver a fully and
properly completed Compliance Certificate (in substantially the same form as
EXHIBIT 4.8(n) (the "COMPLIANCE CERTIFICATE") signed by Borrower
Representative's chief executive officer or chief financial officer.

          (o)     TAXES. Borrower Representative shall provide prompt written
notice of (i) the execution or filing with the IRS or any other Governmental
Authority of any agreement or other document extending, or having the effect of
extending, the period for assessment or collection of any Charges by any Credit
Party or any of its Subsidiaries and (ii) any agreement by any Credit Party or
any of its Subsidiaries or request directed to any Credit Party or any of its
Subsidiaries to make any adjustment under IRC Section 481(a), by reason of a
change in accounting method or otherwise, which, in the case of each of clause
(i) and (ii) above, could reasonably be expected to have a Material Adverse
Effect.

          Section 4.9   ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
CALCULATIONS UNDER AGREEMENT.

          For purposes of this Agreement, all accounting terms not otherwise
defined herein shall have the meanings assigned to such terms in conformity with
GAAP. Financial statements and other information furnished to Agent pursuant to
SECTION 4.8 or any other Section (unless specifically indicated otherwise) shall
be prepared in accordance with GAAP as in effect at the time of such
preparation; PROVIDED that no Accounting Change shall affect financial
covenants, standards or terms in this Agreement; PROVIDED further that Borrowers
shall prepare footnotes to the Financial Statements required to be delivered
hereunder that show the differences between the Financial Statements delivered
(which reflect such Accounting Changes) and the basis for calculating financial
covenant compliance (without reflecting such Accounting Changes). All such
adjustments described in clause (c) of the definition of the term Accounting
Changes resulting from expenditures in excess of the Dollar Equivalent of
US$500,000 made subsequent to the Closing Date (including capitalization of
costs and expenses or payment of pre-Closing Date liabilities) shall, unless
otherwise agreed by Agent, be treated as expenses in the period the expenditures
are made.

                                    SECTION 5
                         REPRESENTATIONS AND WARRANTIES

          To induce Agent and Lenders to enter into the Loan Documents, to make
Loans and to issue or cause to be issued Letters of Credit, Borrowers and the
other Credit Parties executing this Agreement represent, warrant and covenant to
Agent and each Lender that the following statements are and, after giving effect
to (i) the Related Transactions and the making of each Loan and issuance of each
Letter of Credit on the Closing Date,

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will remain true, correct and complete as of the Closing Date with respect to
all Credit Parties and (ii) the making of each Loan and issuance of each Letter
of Credit after the Closing Date, will remain true, correct and complete in all
material respects as of the date of such Loan or issuance with respect to all
Credit Parties:

          Section 5.1   DISCLOSURE.

          No certificate or written statement furnished to Agent or any Lender,
by or on behalf of any Credit Party for use in connection with the Loan
Documents, contains as of the date such certificate or written statement was so
furnished, any untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements contained therein not
misleading, in each case in light of the circumstances in which the same were
made.

          Section 5.2   NO MATERIAL ADVERSE CHANGE.

          Since December 31, 2002 there have been no events or changes in facts
or circumstances affecting any Credit Party or any of its Subsidiaries which
individually or in the aggregate have had or could reasonably be expected to
have a Material Adverse Effect and that have not been either (i) disclosed
herein or in the attached Disclosure Schedules or (ii) disclosed by the
Borrowers to the Agent in accordance with SECTION 4.8(j).

          Section 5.3   NO CONFLICT.

          The consummation of the Related Transactions does not and will not
violate or conflict with any laws, rules, regulations or orders of any
Governmental Authority or violate, conflict with, result in a breach of, or
constitute a default (with due notice or lapse of time or both) under any
Contractual Obligation or organizational documents of any Credit Party or any of
its Subsidiaries except if such violations, conflicts, breaches or defaults
could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.

          Section 5.4   ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.

          (a)     ORGANIZATION AND POWERS. Each of the Credit Parties and each
of their Subsidiaries is duly formed or incorporated, as applicable, validly
existing and in good standing under the laws of its jurisdiction of formation or
incorporation, as applicable, and qualified to do business in all states and
other jurisdictions where such qualification is required except where failure to
be so qualified could not reasonably be expected to have a Material Adverse
Effect. As of the Closing Date, the jurisdiction of incorporation or formation,
as applicable, and all jurisdictions in which each Credit Party is qualified to
do business are set forth on SCHEDULE 5.4(a). Each of the Credit Parties and
each of their Subsidiaries has all requisite organizational power and authority
to own and operate its properties, to carry on its business as now conducted and
proposed to be conducted, to enter into each Related Transactions Document to
which it is a party and to incur the Obligations, grant liens and security
interests in the Collateral and carry out the Related Transactions.

          (b)     CAPITALIZATION. As of the Closing Date: (i) the authorized
Stock of each of the Credit Parties and each of their Subsidiaries is as set
forth on SCHEDULE 5.4(b);

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(ii) all issued and outstanding Stock of each of the Credit Parties and each of
their Subsidiaries is duly authorized and validly issued, fully paid,
nonassessable, free and clear of all Liens other than those in favor of Agent
for the benefit of Agent and Lenders, and such Stock was issued in compliance
with all applicable state, federal and foreign laws concerning the issuance of
securities; (iii) the identity of the holders of the Stock of each of the Credit
Parties and the percentage of their fully-diluted ownership of the Stock
(including CHP's indirect ownership of such Stock) of each of the Credit Parties
is set forth on SCHEDULE 5.4(b); and (iv) no Stock of any Credit Party or any of
their Subsidiaries, other than those described above, are issued and
outstanding. Except as provided in SCHEDULE 5.4(b), as of the Closing Date,
there are no preemptive or other outstanding rights, options, warrants,
conversion rights or similar agreements or understandings for the purchase or
acquisition from any Credit Party or any of their Subsidiaries of any Stock of
any such entity.

          (c)     BINDING OBLIGATION. This Agreement is, and the other Loan
Documents heretofore executed and delivered or when executed and delivered will
be, the legally valid and binding obligations of each Credit Party that is a
party thereto, each enforceable against each of such Credit Party, as
applicable, in accordance with their respective terms, except as enforceability
is limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors' rights and
except to the extent that availability of the remedy of specific performance or
injunctive relief and other equitable remedies are subject to the discretion of
the court before which any proceeding therefor may be brought.

          Section 5.5   FINANCIAL STATEMENTS AND PROJECTIONS.

          All Financial Statements concerning Holdings, Borrowers and their
Subsidiaries which have been or will hereafter be furnished to Agent pursuant to
this Agreement, including those listed below, have been or will be prepared in
accordance with GAAP consistently applied (except as disclosed therein) and
present fairly, in all material respects, the financial condition of the
entities covered thereby as at the dates thereof and the results of their
operations for the periods then ended, subject to, in the case of unaudited
Financial Statements, the absence of footnotes and normal year-end adjustments.

          (a)     The consolidated balance sheets at December 31, 2002 and the
related statement of income of Holdings, Borrowers and their Subsidiaries, for
the Fiscal Year then ended, audited by PricewaterhouseCoopers.

          (b)     The consolidated balance sheet at March 31, 2003 and the
related statement of income of Holdings, Borrowers and their Subsidiaries for
the three (3) months then ended.

The Projections delivered on or prior to the Closing Date and the updated
Projections delivered pursuant to SECTION 4.8(h) have been prepared in good
faith and based upon reasonable assumptions at the time such Projections were
delivered, it being understood that such Projections do not and will not
constitute a warranty as to the future performance of any Borrower or its
Subsidiaries and that actual results may vary from such Projections.

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          Section 5.6   INTELLECTUAL PROPERTY.

          Each of the Credit Parties and its Subsidiaries owns, is licensed to
use or otherwise has the right to use, all Intellectual Property necessary for
the conduct of its business substantially as currently conducted that is
material to the financial condition of the business or operations of any of
SportRack US Borrower and its Subsidiaries taken as a whole, Valley US Borrower
and its Subsidiaries taken as a whole or European Borrower and its Subsidiaries
taken as a whole, as applicable, and all such Intellectual Property that is
federally or similarly registered and owned or licensed by such Credit Party or
such Subsidiary, as well as all material trademarks, trade names and copyrights,
necessary for the conduct of the business of any such Person and owned or
licensed by any such Person, is identified on SCHEDULE 5.6 and, in each case, is
fully protected and/or duly and properly registered, filed or issued in the
appropriate office and jurisdictions for such registrations, filings or
issuances. Except as disclosed in SCHEDULE 5.6, since the Closing Date, and to
Borrowers' knowledge prior to the Closing Date, the use of such Intellectual
Property by the Credit Parties and their Subsidiaries and the conduct of their
businesses does not and has not been alleged in writing by any Person to
infringe on the rights of any Person, except to the extent any such infringement
or allegation of infringement could not reasonably be expected to have a
Material Adverse Effect.

          Section 5.7   INVESTIGATIONS, AUDITS, ETC.

          As of the Closing Date, except as set forth on SCHEDULE 5.7, no Credit
Party or any of their Subsidiaries is the subject of any review or audit by the
IRS or any governmental investigation concerning the violation or possible
violation of any law that may reasonably be expected to have a Material Adverse
Effect.

          Section 5.8   EMPLOYEE MATTERS.

          Except as set forth on SCHEDULE 5.8, (a) as of the Closing Date no
Credit Party or Subsidiary of a Credit Party nor any of their respective
employees is subject to any collective bargaining agreement, (b) as of the
Closing Date no petition for certification or union election is pending with
respect to the employees of any Credit Party or any of their Subsidiaries and no
union or collective bargaining unit has sought such certification or recognition
with respect to the employees of any Credit Party or any of their Subsidiaries,
(c) there are no strikes, slowdowns, work stoppages or controversies pending or,
to the best knowledge of any Credit Party after due inquiry, threatened between
any Credit Party or any of their Subsidiaries and its respective employees,
other than employee grievances arising in the ordinary course of business which
could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect and (d) hours worked by and payment made to
employees of each Credit Party and each of their Subsidiaries comply with the
Fair Labor Standards Act and each other federal, state, local or foreign law
applicable to such matters. Except as set forth on SCHEDULE 5.8, as of the
Closing Date no Borrower nor any of their Subsidiaries is party to an employment
contract that provides for annual payments after the date hereof in excess of
the Dollar Equivalent of $100,000.

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          Section 5.9   SOLVENCY.

          (1) As of the Closing Date, each of the Credit Parties and its
Subsidiaries is Solvent and (2) after the Closing Date (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.

          Section 5.10  LITIGATION; ADVERSE FACTS.

          Except as set forth on SCHEDULE 5.10, there are no judgments
outstanding against any Credit Party or any of its Subsidiaries or affecting any
property of any Credit Party or any of its Subsidiaries, nor is there any
Litigation pending, or to the knowledge of any Borrower threatened, against any
Credit Party or any of its Subsidiaries which could reasonably be expected to
result in any Material Adverse Effect.

          Section 5.11  USE OF PROCEEDS; MARGIN REGULATIONS.

          (a)     No part of the proceeds of any Loan will be used for "buying"
or "carrying" "margin stock" within the respective meanings of such terms under
Regulation U of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect or for any other purpose that violates the
provisions of the regulations of the Board of Governors of the Federal Reserve
System. If requested by Agent, each Credit Party will furnish to Agent and each
Lender a statement to the foregoing effect in conformity with the requirements
of FR Form G-3 or FR Form 0-1, as applicable, referred to in Regulation U.

          (b)     Borrowers shall utilize the proceeds of (i) the Loans made on
the Closing Date solely to repay outstanding principal and interest owing on the
Original Loans (provided that no proceeds of the European Loans shall be used to
refinance any of the "US Loans" as defined in the Original Credit Agreement) and
to pay any related transaction expenses and (ii) all other Loans for the
financing of Borrowers' (and subject to the restrictions set forth in the second
to last sentence of this SECTION 5.11(b), their Subsidiaries') ordinary working
capital and general corporate needs. SCHEDULE 5.11 contains a description of
Borrowers' sources and uses of funds as of the Closing Date, including Loans and
Letter of Credit Obligations to be made or incurred on that date, and a funds
flow memorandum detailing how funds from each source are to be transferred for
particular uses. Borrowers shall not transfer any proceeds of any of the Loans
to any of their Subsidiaries except to the extent expressly permitted by
SECTIONS 3.1(b), 3.1(c), 3.3(b) and 3.3(d). Without limiting the foregoing, no
proceeds (i) of any Loans advanced on the Closing Date shall be used to
refinance Indebtedness that was originally used to acquire any Non-US Credit
Party and (ii) of any European Loans shall be used to finance the purchase of
the equity of any Non-US Credit Party or any of its direct or indirect
Stockholders to the extent the application of such proceeds would violate any
applicable financial assistance or other laws.

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          Section 5.12  OWNERSHIP OF PROPERTY; LIENS.

          As of the Closing Date, the real estate (together with any real estate
hereinafter owned, leased, subleased, or used by any Credit Party or any of its
Subsidiaries, the "REAL ESTATE") listed in SCHEDULE 5.12 constitutes all of the
real property owned, leased, subleased, or used by any Credit Party or any of
its Subsidiaries. Each of the Credit Parties and each of its Subsidiaries owns
fee simple title to all of its owned Real Estate, and valid leasehold interests
in all of its leased Real Estate, all as described on SCHEDULE 5.12, and copies
of all such leases or a summary of terms thereof reasonably satisfactory to
Agent have been delivered to Agent. SCHEDULE 5.12 further describes any Real
Estate with respect to which any Credit Party or any of its Subsidiaries is a
lessor, sublessor or assignor as of the Closing Date. Each of the Credit Parties
and each of its Subsidiaries also has good title to, or valid leasehold
interests in, all of its material personal property and assets. As of the
Closing Date, none of the properties and assets of any Credit Party or any of
its Subsidiaries are subject to any Liens other than Permitted Encumbrances.
SCHEDULE 5.12 also describes as of the Closing Date any purchase options, rights
of first refusal or other similar contractual rights pertaining to any Real
Estate. As of the Closing Date, no portion of any Credit Party's or any of its
Subsidiaries' Real Estate has suffered any material damage by fire or other
casualty loss that has not heretofore been repaired and restored in all material
respects to its original condition or otherwise remedied. As of the Closing
Date, all material permits required to have been issued or appropriate to enable
the Real Estate to be lawfully occupied and used for all of the purposes for
which it is currently occupied and used have been lawfully issued and are in
full force and effect.

          Section 5.13  ENVIRONMENTAL MATTERS.

          (a)     Except as set forth in SCHEDULE 5.13, to each Credit Parties'
knowledge, as of the Closing Date: (i) the Real Estate is free of contamination
from any Hazardous Material except for such contamination that could not
reasonably be expected to adversely impact the value or marketability of such
Real Estate and that could not reasonably be expected to result in Environmental
Liabilities of the Credit Parties or their Subsidiaries in excess of the Dollar
Equivalent of US$100,000 in the aggregate; (ii) no Credit Party and no
Subsidiary of a Credit Party has caused or suffered to occur any Release of
Hazardous Materials on, at, in, under, above, to, from or about any of their
Real Estate; (iii) the Credit Parties and their Subsidiaries are and have been
in compliance with all Environmental Laws, except for such noncompliance that
could not reasonably be expected to result in Environmental Liabilities of the
Credit Parties or their Subsidiaries in excess of the Dollar Equivalent of
US$100,000 in the aggregate; (iv) the Credit Parties and their Subsidiaries have
obtained, and are in compliance with, all Environmental Permits required by
Environmental Laws for the operations of their respective businesses as
presently conducted or as proposed to be conducted, except where the failure to
so obtain or comply with such Environmental Permits could not reasonably be
expected to result in Environmental Liabilities of the Credit Parties or their
Subsidiaries in excess of the Dollar Equivalent of US$100,000 in the aggregate,
and all such Environmental Permits are valid, uncontested and in good standing;
(v) no Credit Party and no Subsidiary of a Credit Party is involved in
operations or knows of any facts, circumstances or conditions, including any
Releases of

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Hazardous Materials, that are likely to result in any Environmental Liabilities
of such Credit Party or Subsidiary which could reasonably be expected to be in
excess of the Dollar Equivalent of US$100,000 in the aggregate, and no Credit
Party or Subsidiary of a Credit Party has permitted any current or former tenant
or occupant of the Real Estate to engage in any such operations; (vi) there is
no Litigation arising under or related to any Environmental Laws, Environmental
Permits or Hazardous Material that seeks damages, penalties, fines, costs or
expenses in excess of the Dollar Equivalent of US$100,000 in the aggregate or
injunctive relief against, or that alleges criminal misconduct by any Credit
Party or any Subsidiary of a Credit Party; (vii) no written notice has been
received by any Credit Party or any Subsidiary of a Credit Party identifying any
of them as a "potentially responsible party" or requesting information under
CERCLA or analogous statutes of any state, province, territory or other
jurisdiction, and to the knowledge of the Credit Parties, there are no facts,
circumstances or conditions that may result in any of the Credit Parties or
their Subsidiaries being identified as a "potentially responsible party" under
CERCLA or any such analogous statutes; and (viii) the Credit Parties have
provided to Agent copies of all existing environmental reports, reviews and
audits and all written information pertaining to actual or potential
Environmental Liabilities, in each case relating to any of the Credit Parties or
their Subsidiaries.

          (b)     Each Credit Party hereby acknowledges and agrees that Agent
(i) is not now, and has not ever been, in control of any of the Real Estate or
affairs of such Credit Party or its Subsidiaries , and (ii) does not have the
capacity through the provisions of the Loan Documents or otherwise to influence
any Credit Party's or its Subsidiaries' conduct with respect to the ownership,
operation or management of any of their Real Estate or compliance with
Environmental Laws or Environmental Permits.

          Section 5.14  ERISA/SIMILAR NON-US ISSUES.

          (a)     SCHEDULE 5.14-I lists all Plans and separately identifies all
Pension Plans, including Title IV Plans, Multiemployer Plans, ESOPs and Welfare
Plans, including all Retiree Welfare Plans. Copies of all such listed Plans
(except for Multiemployer Plans), together with a copy of the latest form
IRS/DOL 5500-series for each such Plan (except for Multiemployer Plans) have
been delivered to Agent. Except with respect to Multiemployer Plans, each
Qualified Plan has been determined by the IRS to qualify under Section 401 of
the IRC, the trusts created thereunder have been determined to be exempt from
tax under the provisions of Section 501 of the IRC, and nothing has occurred
that would cause the loss of such qualification or tax-exempt status. Except as
set forth on SCHEDULE 5.14-II, each Plan is in compliance with the applicable
provisions of ERISA and the IRC, including the timely filing of all reports
required under the IRC or ERISA the noncompliance with which could reasonably be
expected to have a Material Adverse Effect. Neither any Credit Party nor ERISA
Affiliate has incurred or expects to incur any liability in connection with an
accumulated funding deficiency under Section 412 of the IRC. Neither any Credit
Party nor ERISA Affiliate has engaged in a "prohibited transaction," as defined
in Section 406 of ERISA and Section 4975 of the IRC, in connection with any
Plan, that would subject any Credit Party to a material tax on prohibited
transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

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          (b)     Except as set forth in SCHEDULE 5.14-III: (i) no Title IV Plan
has any Unfunded Pension Liability; (ii) no ERISA Event or event described in
Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is
reasonably expected to occur which could reasonably be expected to have a
Material Adverse Effect; (iii) there are no pending, or to the knowledge of any
Borrower, threatened claims (other than claims for benefits in the normal course
and domestic relations orders), sanctions, actions or lawsuits, asserted or
instituted against any Plan or any Person as fiduciary or sponsor of any Plan;
(iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to
incur any withdrawal liability from a Multiemployer Plan; (v) all terminated
Title IV Plans have been terminated in accordance with ERISA and the IRC and no
Credit Party or ERISA Affiliate has any remaining liability or obligation with
respect to any terminated Title IV Plan; (vi) except in the case of any ESOP,
Stock of all Credit Parties and their ERISA Affiliates makes up, in the
aggregate, no more than 10% of fair market value of the assets of any Plan
measured on the basis of fair market value as of the latest valuation date of
any Plan; and (vii) no liability under any Title IV Plan has been satisfied with
the purchase of a contract from an insurance company that is not rated AAA by
S&P or an equivalent rating by another nationally recognized rating agency.

          (c)     With respect to each scheme or arrangement mandated by a
government other than the United States providing for post-employment benefits
(a "FOREIGN GOVERNMENT SCHEME OR ARRANGEMENT") and with respect to each employee
benefit plan maintained or contributed to by any Credit Party or any Subsidiary
of any Credit Party that is not subject to United States law providing for
post-employment benefits (a "FOREIGN PLAN"): (i) all material employer and
employee contributions required by law or by the terms of any Foreign Government
Scheme or Arrangement or any Foreign Plan have been made, or, if applicable,
accrued, in accordance with normal accounting practices; (ii) the liability of
each Credit Party and each Subsidiary of a Credit Party with respect to a
Foreign Plan is reflected in accordance with normal accounting practices on the
financial statements of such Credit Party or such Subsidiary, as the case may
be; and (iii) each Foreign Plan required to be registered has been registered
and has been maintained in good standing with applicable regulatory authorities
unless, in each case, the failure to do so would not be reasonably likely to
have a Material Adverse Effect.

          Section 5.15  BROKERS.

          No broker or finder acting on behalf of any Credit Party or Affiliate
thereof brought about the obtaining, making or closing of the Loans or the
Related Transactions, and no Credit Party or Affiliate thereof has any
obligation to any Person in respect of any finder's or brokerage fees in
connection therewith.

          Section 5.16  DEPOSIT AND DISBURSEMENT ACCOUNTS.

          SCHEDULE 5.16 lists all banks and other financial institutions at
which any Credit Party maintains deposit or other accounts as of the Closing
Date, including any Disbursement Accounts, and such Schedule correctly
identifies the name, address and

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telephone number of each depository, the name in which the account is held, a
description of the purpose of the account, and the complete account number
therefor.

          Section 5.17  AGREEMENTS AND OTHER DOCUMENTS.

          As of the Closing Date, each Credit Party has provided to Agent or its
counsel, on behalf of Lenders, accurate and complete copies (or summaries) of
all of the following agreements or documents to which it is subject and each of
which is listed in SCHEDULE 5.17: supply agreements and purchase agreements not
terminable by such Credit Party within sixty (60) days following written notice
issued by such Credit Party and involving transactions in excess of the Dollar
Equivalent of US$3,000,000 per annum; leases of Equipment having a remaining
term of one year or longer and requiring aggregate rental and other payments in
excess of the Dollar Equivalent of US$500,000 per annum; licenses and permits
held by the Credit Parties, the absence of which could reasonably be expected to
have a Material Adverse Effect; instruments and documents evidencing any
Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien
granted by such Credit Party with respect thereto; and instruments and
agreements evidencing the issuance of any equity securities, warrants, rights or
options to purchase equity securities of such Credit Party.

          Section 5.18  INSURANCE.

          SCHEDULE 5.18 lists all insurance policies of any nature maintained,
as of the Closing Date, for current occurrences by each Credit Party, as well as
a summary of the key business terms of each such policy such as deductibles,
coverage limits and term of policy.

          Section 5.19  ACQUISITION AGREEMENT.

          As of the Original Closing Date, Borrowers have delivered to Agent a
complete and correct copy of the Acquisition Agreement (including all schedules,
exhibits, amendments, supplements, modifications, assignments and all other
documents delivered pursuant thereto or in connection therewith). No Credit
Party and, to the knowledge of any Credit Party, no other Person party thereto
is in default in the performance or compliance with any provisions thereof. The
Acquisition Agreement complies with, and the Acquisition has been consummated in
all material respects in accordance with, all applicable laws. The Acquisition
Agreement is in full force and effect as of the Closing Date and has not been
terminated, rescinded or withdrawn. All requisite approvals by Governmental
Authorities having jurisdiction over Sellers, any Credit Party and other Persons
referenced therein, with respect to the transactions contemplated by the
Acquisition Agreement, have been obtained, and no such approvals impose any
conditions to the consummation of the transactions contemplated by the
Acquisition Agreement or to the conduct by any Credit Party of its business
thereafter. To each Borrower's knowledge, none of any Seller's representations
or warranties in the Acquisition Agreement contains any untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading. Notwithstanding anything contained in the Acquisition Agreement to
the contrary, such representations and warranties of the Credit Parties (other
than representations and warranties that were made by any Credit Party in its
capacity as an entity being sold pursuant to the Acquisition

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Agreement) are incorporated into this Agreement by this SECTION 5.19 and shall,
solely for purposes of this Agreement and the benefit of Agent and Lenders,
survive the consummation of the Acquisition.

          Section 5.20  EUROPEAN MERGERS.

          The applicable Credit Parties have filed all necessary documents that
may be filed as of the Closing Date, and will file all remaining necessary
documents at the appropriate times after the Closing Date, with all applicable
Governmental Authorities and with all other applicable Persons to complete the
European Mergers in the manner required by SECTION 2.9 and none of the Credit
Parties reasonably expects that the European Mergers will not be completed
within forty (40) days of the Closing Date.

                                    SECTION 6
                          DEFAULT, RIGHTS AND REMEDIES

          Section 6.1   EVENT OF DEFAULT.

          "EVENT OF DEFAULT" shall mean the occurrence or existence of any one
or more of the following:

          (a)     PAYMENT.  (1) Failure to pay any installment or other payment
of principal of any Loan when due, or to repay Revolving Loans to reduce their
balance to the maximum amount of Revolving Loans then permitted to be
outstanding or to reimburse any L/C Issuer for any payment made by such L/C
Issuer under or in respect of any Letter of Credit when due or (2) failure to
pay, within three (3) days after the due date, any interest on any Loan or any
other amount due under this Agreement or any of the other Loan Documents; or

          (b)     DEFAULT IN OTHER AGREEMENTS.

          (1)     With respect to any Indebtedness of any Credit Party (other
     than an Immaterial Credit Party so long as no other Credit Party, other
     than another Immaterial Credit Party, is obligated in any manner with
     respect to such Indebtedness) or any of its Subsidiaries, (x) any Credit
     Party or any of its Subsidiaries fails to pay when due or within any
     applicable grace period any principal or interest on Indebtedness (other
     than the Loans) having an individual principal amount in excess of the
     Dollar Equivalent of US$1,500,000 or having an aggregate principal amount
     in excess of the Dollar Equivalent of US$3,000,000 or (y) the occurrence of
     any breach, default or any other condition or event with respect to any
     Indebtedness (other than the Loans), if the effect of such breach, default
     or occurrence is to cause or to permit the holder or holders then to cause
     Indebtedness having an individual principal amount in excess of the Dollar
     Equivalent of US$1,500,000 or having an aggregate principal amount in
     excess of the Dollar Equivalent of US$3,000,000 to become or be declared
     due prior to its stated maturity; provided however that an Event of Default
     under this clause (1) shall not have occurred with respect to such

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     failure to pay, breach, default or occurrence in the event that (A) such
     Credit Party is in good faith disputing whether any such failure to pay,
     breach, default or occurrence has occurred and such Credit Party has
     deposited with a Person acceptable to Agent and in a manner acceptable to
     Agent cash in an amount equal to the full principal amount of such
     Indebtedness that is then due, has so become due or could so be declared
     due prior to its stated maturity and as a result of such deposit the
     enforcement of such Indebtedness has been stayed, (B) assuming that the
     full amount of such Indebtedness was then due, Borrowers are in compliance
     on a pro forma basis with the covenants set forth in SECTION 4 recomputed
     for the most recently ended quarter for which information is available and
     (C) after giving effect to such deposit, US Borrowing Availability plus
     European Borrowing Availability equals or exceeds the Dollar Equivalent of
     US$5,000,000; or

          (2)     with respect to any Contingent Obligation of any Credit Party
     (other than an Immaterial Credit Party so long as no other Credit Party,
     other than another Immaterial Credit Party, is obligated in any manner with
     respect to such Contingent Obligation) or any of its Subsidiaries, (x) any
     Credit Party of any of its Subsidiaries fails to pay when due or within any
     applicable grace period any Contingent Obligations having an individual
     principal amount in excess of the Dollar Equivalent of US$1,500,000 or
     having an aggregate principal amount in excess of the Dollar Equivalent of
     US$3,000,000 or (y) the occurrence of any condition or event, with respect
     to any Contingent Obligations, if the effect of such occurrence is to cause
     or to permit the holder or holders then to cause Contingent Obligations
     having an individual principal amount in excess of the Dollar Equivalent of
     US$1,500,000 or having an aggregate principal amount in excess of the
     Dollar Equivalent of US$3,000,000 to become or be declared due prior to
     their stated maturity; provided that an Event of Default shall not have
     occurred under this clause (2) with respect to such failure to pay or
     occurrence in the event: (A) there is sufficient US Borrowing Availability
     or European Borrowing Availability, as applicable, such that Agent could
     institute a Reserve (which Borrowers hereby acknowledge that Agent is
     hereby authorized to so institute) against the US Borrowing Base (in the
     event that a US Credit Party is obligated with respect to the Contingent
     Obligation) or the European Borrowing Base (in the event that a Non-US
     Credit Party is obligated with respect to the Contingent Obligation) for
     the full amount of the Contingent Obligation that so has become due or so
     could be declared due without causing an Overadvance and (B) assuming that
     the full amount of such Contingent Obligation was then due, Borrowers are
     in compliance on a pro forma basis with the covenants set forth in SECTION
     4 recomputed for the most recently ended quarter for which information is
     available; or

          (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

          (c)     BREACH OF CERTAIN PROVISIONS. Failure of any Credit Party to
perform or comply with any term or condition contained in (1) SECTION 2.9,
SECTION 3 (other than SECTION 3.9) or SECTION 4 (other than SECTION 4.8, unless
any Borrower fails to perform or comply

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with any term or condition contained in SECTION 4.8(a), 4.8(b), 4.8(d), 4.8(h),
4.8(j), 4.8(k) or 4.8(n) and such failure occurs more than four (4) times during
any twelve (12) month period); or (2) that portion of SECTION 2.2 relating to
Borrower's obligation to maintain insurance and such failure is not remedied or
waived within five (5) days of such failure; or (3) SECTION 2.3, 3.9, 4.8(a),
4.8(b), 4.8(d), 4.8(h), 4.8(j), 4.8(k) or 4.8(n) (other than failures covered by
clause (1) above) and such failure is not remedied or waived within ten (10)
days of such failure; or

          (d)     BREACH OF WARRANTY. Any representation, warranty,
certification or other statement made by any Credit Party in any Loan Document
or in any statement or certificate at any time given by such Person in writing
pursuant or in connection with any Loan Document is false in any material
respect on the date made; or

          (e)     OTHER DEFAULTS UNDER LOAN DOCUMENTS. Any Credit Party defaults
in the performance of or compliance with any term contained in this Agreement or
any of the other Loan Documents (other than occurrences described in other
provisions of this SECTION 6.1 for which a different grace or cure period is
specified, or for which no cure period is specified and which constitute
immediate Events of Default) and such default is not remedied or waived within
thirty (30) days after the earlier of (1) receipt by Borrower Representative of
notice from Agent or Requisite Lenders of such default or (2) knowledge of any
Borrower of such default; or

          (f)     INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1) A
court enters a decree or order for relief with respect to any Credit Party
(other than an Immaterial Credit Party) in an involuntary case or proceeding
under the Bankruptcy Code, which decree or order is not stayed or other similar
relief is not granted under any applicable federal or state or other law; or (2)
the continuance of any of the following events for sixty (60) days unless
dismissed, bonded or discharged: (a) an involuntary case or proceeding is
commenced against any Credit Party (other than an Immaterial Credit Party),
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect; or (b) a decree or order of a court for the appointment of
a receiver, interim receiver, receiver and manager, liquidator, sequestrator,
trustee, custodian or other officer having similar powers over any Credit Party
(other than an Immaterial Credit Party), or over all or a substantial part of
its property, is entered; or (c) a receiver, interim receiver, receiver and
manager, trustee or other custodian is appointed without the consent of a Credit
Party (other than an Immaterial Credit Party), for all or a substantial part of
the property of the Credit Party (other than an Immaterial Credit Party); or (3)
there occurs any event with respect to any Credit Party (other than an
Immaterial Credit Party) in any non-US jurisdiction which is analogous with any
of the events described in clause (1) or (2) above; or

          (g)     VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. (1) any
Credit Party (other than an Immaterial Credit Party) commences a voluntary case
or proceeding under the Bankruptcy Code, or consents to the entry of an order
for relief in an involuntary case or proceeding or to the conversion of an
involuntary case or proceeding to a voluntary case or proceeding under any such
law or consents to the appointment of or taking possession by a receiver,
interim receiver, receiver and manager, trustee or other custodian

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for all or a substantial part of its property; or (2) any Credit Party (other
than an Immaterial Credit Party) makes any assignment for the benefit of
creditors; or (3) the Board of Directors or Stockholders of any Credit Party
(other than an Immaterial Credit Party) adopts any resolution or otherwise
authorizes action to approve any of the actions referred to in this SECTION
6.1(g); or (4) there occurs any event with respect to any Credit Party (other
than an Immaterial Credit Party) in any non-US jurisdiction which is analogous
with any of the events described in clause (1) or (2) or (3) above; or

          (h)     JUDGMENT AND ATTACHMENTS. Any money judgment (other than those
described elsewhere in this SECTION 6.1) involving (1) an amount in any
individual case in excess of the Dollar Equivalent of US$1,000,000 or (2) an
amount in the aggregate at any time in excess of Dollar Equivalent of
US$2,500,000 (in either case to the extent not adequately covered by insurance)
is entered or filed against one or more of the Credit Parties or any of their
respective assets and remains undischarged, unvacated, unbonded or unstayed for
a period of thirty (30) days or in any event later than five (5) Business Days
prior to the date of any proposed sale of assets related to such judgment with a
fair market or book value in excess of the Dollar Equivalent of US$500,000; or

          (i)     DISSOLUTION. Any order, judgment or decree is entered against
any Credit Party decreeing the dissolution, winding up or split up of such
Credit Party that is not permitted hereunder and such order remains
undischarged, unvacated, unbonded or unstayed for a period in excess of fifteen
(15) days; or

          (j)     SOLVENCY. Any Credit Party (other than an Immaterial Credit
Party) admits in writing its inability to pay its debts as they become due; or

          (k)     INVALIDITY OF LOAN DOCUMENTS. Any of the Loan Documents (or
any of the Liens granted thereunder, as applicable, to Agent on behalf of
Lenders) for any reason, other than a partial or full release in accordance with
the terms thereof, ceases to be in full force and effect (or with respect to
Liens, ceases to be perfected) or is declared to be null and void (and, if such
invalidity is such so as to be amenable to cure without disadvantaging the
position of the Lenders thereunder, the Borrowers shall have failed to cure such
invalidity within thirty (30) days after notice from the Agent), or any Credit
Party denies that it has any further liability under any Loan Documents to which
it is party, or gives notice to such effect (except as such Loan Documents may
be terminated or no longer in force and effect in accordance with the terms
thereof); or

          (l)     DAMAGE; CASUALTY. Any event occurs, whether or not insured or
insurable, as a result of which revenue-producing activities cease or are
substantially curtailed at any facility of any Credit Party generating more than
10% of the EBITDA of Ultimate Holdings, Borrowers and their Subsidiaries for the
Fiscal Year preceding such event and such cessation or curtailment continues for
more than thirty (30) consecutive days; or

          (m)     BUSINESS ACTIVITIES. (1) Ultimate Holdings engages in any type
of business activity other than the ownership of Stock of Holdings and
performance of its

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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) 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, (3) 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, (4) 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, (5)
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 (6) 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

          (n)     CHANGE OF CONTROL. A Change of Control occurs; or

          (o)     SUBORDINATED INDEBTEDNESS. The failure of any Credit Party to
comply with the terms of any subordination or intercreditor agreement or any
subordination provisions of any note or other document running to the benefit of
Agent or Lenders, or if any such terms or provisions become null and void or any
Credit Party denies further liability under any such terms or provisions or
provides notice to that effect.

          Section 6.2   SUSPENSION OR TERMINATION OF COMMITMENTS.

          Upon the occurrence of any Event of Default, Agent may, and at the
request of Requisite Revolving Lenders Agent shall, upon notice (provided that
no such notice is required if any Event of Default described in SECTION 6.1(f)
or 6.1(g) is in existence), immediately suspend or terminate all or any portion
of Lenders' obligations to make additional Loans or issue or cause to be issued
Letters of Credit under the Revolving Loan Commitment.

          Section 6.3   ACCELERATION AND OTHER REMEDIES.

          Upon the occurrence of any Event of Default described in SECTION
6.1(f) or 6.1(g), the Commitments shall be immediately terminated and all of the
Obligations, including the Revolving Loans, shall automatically become
immediately due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other requirements of any kind,
all of which are hereby expressly waived (including for purposes of SECTION 10)
by Borrowers, and the Commitments shall thereupon terminate. Upon the occurrence
and during the continuance of any other Event of Default, Agent may, and at the
request of the Requisite Lenders, Agent shall, by written notice to Borrower
Representative (a) reduce the aggregate amount of the Commitments from time to
time, (b) declare all of the Loans and all other Obligations, all of the US
Loans and all other

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Obligations relating thereto and/or all of the European Loans and all other
European Obligations to be, and the same shall forthwith become, immediately due
and payable together with accrued interest thereon, (c) terminate all or any
portion of the obligations of Agent, L/C Issuers and Lenders to make Revolving
Credit Advances and issue Letters of Credit, (d) demand that Borrowers
immediately deliver cash to Agent for the benefit of L/C Issuers (and Borrower
shall then immediately so deliver) in an amount equal to 105% of the aggregate
outstanding Letter of Credit Obligations and (e) exercise any other remedies
which may be available under the Loan Documents or applicable law. Upon (i) the
acceleration of any of the Loans (so long as such acceleration has not been
withdrawn or rescinded) pursuant to this SECTION 6.3, or (ii) the occurrence of
an Event of Default under SECTION 6.1(a) resulting from the Loans and other
Obligations not being repaid in full on the US Commitment Termination Date, each
Lender, acting through the Agent, shall have the right, but not the obligation,
to exercise a one time only right to cause all or any portion of such Lender's
interest (direct or by way of participation) in the then outstanding European
Loans (and the European Revolving Loan Commitment) owing to such European Lender
to be denominated in Dollars beginning on the date of the occurrence of such
acceleration or Event of Default (the "CONVERSION DATE"), and to be payable in
Dollars thereafter. The Agent may exercise such right by giving the Borrower
Representative notice of such election and the portion of such Loans that Agent
wishes to denominate in Dollars. The conversion of a Euro-denominated Loan into
a Dollar-denominated loan pursuant to the two preceding sentences shall be at
the Exchange Rate in effect as of the Conversion Date. Borrowers hereby grant to
Agent, for the benefit of L/C Issuers and each Lender with a participation in
any Letters of Credit then outstanding, a security interest in such cash
collateral to secure all of the Letter of Credit Obligations. Any such cash
collateral shall be made available by Agent to L/C Issuers to reimburse L/C
Issuers for payments of drafts drawn under such Letters of Credit and any Fees,
Charges and expenses of L/C Issuers with respect to such Letters of Credit and
the unused portion thereof, after all such Letters of Credit shall have expired
or been fully drawn upon, shall be applied to repay any other Obligations. After
all such Letters of Credit shall have expired or been fully drawn upon and all
Obligations shall have been satisfied and paid in full, the balance, if any, of
such cash collateral shall be returned to Borrowers. Borrowers shall from time
to time execute and deliver to Agent such further documents and instruments as
Agent may request with respect to such cash collateral.

          Section 6.4   PERFORMANCE BY AGENT.

          During the continuance of an Event of Default and upon notice by Agent
to Borrower Representative, if any Credit Party shall fail to perform any
covenant, duty or agreement contained in any of the Loan Documents, Agent may
perform or attempt to perform such covenant, duty or agreement on behalf of such
Credit Party after the expiration of any cure or grace periods set forth herein.
In such event, such Credit Party shall, at the request of Agent, promptly pay
any amount reasonably expended by Agent in such performance or attempted
performance to Agent, together with interest thereon at the highest rate of
interest in effect upon the occurrence of an Event of Default as specified in
SECTION 1.2(e) from the date of such expenditure until paid. Notwithstanding the
foregoing, it is expressly agreed that Agent shall not have any liability or
responsibility for the

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performance of any obligation of any Credit Party under this Agreement or any
other Loan Document.

          Section 6.5   APPLICATION OF PROCEEDS/LENDER RISK ALLOCATION
AGREEMENT.

          Notwithstanding anything to the contrary contained in this Agreement,
upon the occurrence and during the continuance of an Event of Default,

          (a)     Borrowers irrevocably waive the right to direct the
application of any and all payments at any time or times thereafter received by
Agent from or on behalf of Borrowers, and Agent shall have the continuing and
exclusive right (to the extent permitted by mandatory provisions of applicable
law) to apply and to reapply any and all payments received at any time or times
after the occurrence and during the continuance of an Event of Default against
the Obligations in such manner as Agent may deem advisable notwithstanding any
previous application by Agent; provided that (i) payments by the European
Borrower shall be applied to the European Obligations and proceeds of Collateral
shall only be applied to the Obligations that are secured by such Collateral (it
being understood that this proviso does not in any way limit the provisions of
the Lender Risk Allocation Agreement) and (ii) such payments shall only be
applied to Obligations then due (whether such Obligations are then due by
acceleration or otherwise) and any balance remaining shall be delivered to
Borrowers or to whomever may be lawfully entitled to receive such balance or as
a court of competent jurisdiction may direct;

          (b)     Subject to clause (a) above, in the absence of a specific
determination by Agent with respect thereto, the proceeds of any sale of, or
other realization upon, all or any part of the Collateral granted by a US Credit
Party (or with respect to Stock pledged pursuant to a Pledge Agreement, all or
any part of such Stock which is issued by a US Credit Party or, after
application as provided in clause (c) below, which is issued by a Non-US Credit
Party to the extent such Pledge Agreement secures the US Loans) shall be (to the
extent permitted by mandatory provisions of applicable law) applied to
Obligations then due (whether such Obligations are then due by acceleration or
otherwise): FIRST, to all Fees, costs and expenses incurred by or owing to Agent
and any Lender with respect to this Agreement, the other Loan Documents or the
Collateral; SECOND, to accrued and unpaid interest on the Obligations pertaining
to the US Loans (including any interest which but for the provisions of the
Bankruptcy Code, would have accrued on such amounts); THIRD, to the principal
amount of the Obligations outstanding pertaining to the US Loans; FOURTH, to
accrued and unpaid interest on the Obligations pertaining to the European Loans
(including any interest which but for the provisions of the Bankruptcy Code,
would have accrued on such amounts); FIFTH, to the principal amount of the
Obligations outstanding pertaining to the European Loans; sixth, to any other
Obligations of US Borrowers owing to Agent or any US Lender under any Loan
Document; and SEVENTH, to any other Obligations of European Borrower owing to
Agent or any European Lender under any Loan Document; and

          (c)     Subject to clause (a) above, in the absence of a specific
determination by Agent with respect thereto, the proceeds of any sale of, or
other realization upon, all or any part of the Collateral granted by a Non-US
Credit Party (or with respect to Stock pledged

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pursuant to a Pledge Agreement, all or any part of such Stock which is issued by
a Non-US Credit Party) shall be (to the extent permitted by mandatory provisions
of applicable law) applied to Obligations then due (whether such Obligations are
then due by acceleration or otherwise): FIRST, to all Fees, costs and expenses
incurred by or owing to Agent and any Lender with respect to this Agreement, the
other Loan Documents or the Collateral; SECOND, to accrued and unpaid interest
on the Obligations pertaining to the European Loans (including any interest
which but for the provisions of the Bankruptcy Code, would have accrued on such
amounts); third, to the principal amount of the Obligations outstanding
pertaining to the European Loans; and FOURTH, to any other European Obligations
owing to Agent or any Lender under any Loan Document.

In the case of each of clause (b) and (c) above, (i) any balance remaining shall
be delivered to Borrowers or to whomever may be lawfully entitled to receive
such balance or as a court of competent jurisdiction may direct and (ii) solely
as among the Lenders, such proceeds shall be allocated among the Lenders as
provided in the Lender Risk Allocation Agreement.

                                    SECTION 7
                               CONDITIONS TO LOANS

          The obligations of Lenders and L/C Issuers to make Loans and to issue
or cause to be issued Letters of Credit are subject to satisfaction of all of
the applicable conditions set forth below.

          Section 7.1   CONDITIONS TO INITIAL LOANS.

          The obligations of Lenders and L/C Issuers to make the initial Loans
and to issue or cause to be issued Letters of Credit on the Closing Date are, in
addition to the conditions precedent specified in SECTION 7.2, subject to the
delivery of all documents listed on, the taking of all actions set forth on and
the satisfaction of all other conditions precedent listed in the Closing
Checklist attached hereto as ANNEX C, all in form and substance, or in a manner,
satisfactory to Agent and Lenders.

          Section 7.2   CONDITIONS TO ALL LOANS.

          Except as otherwise expressly provided herein, no Lender or L/C Issuer
shall be obligated to fund any Advance or incur any Letter of Credit Obligation,
if, as of the date thereof (the "FUNDING DATE"):

          (a)     any representation or warranty by any Credit Party contained
herein or in any other Loan Document is untrue or incorrect in any material
respect as of such date, except to the extent that such representation or
warranty expressly relates to an earlier date, and Agent or Requisite Revolving
Lenders have determined not to make such Advance or incur such Letter of Credit
Obligation as a result of the fact that such warranty or representation is
untrue or incorrect;

          (b)     any Default or Event of Default has occurred and is continuing
or would result after giving effect to any Advance (or the incurrence of any
Letter of Credit

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Obligation), and Agent or Requisite Revolving Lenders shall have determined not
to make any Advance or incur any Letter of Credit Obligation as a result of that
Default or Event of Default;

          (c)     since December 31, 2002 there have been events or changes in
facts or circumstances affecting any Credit Party or any of its Subsidiaries
which individually or in the aggregate have had or could reasonably be expected
to have a Material Adverse Effect and Agent or Requisite Revolving Lenders have
determined not to make such Advance or incur such Letter of Credit Obligation as
a result of such events or changes;

          (d)     after giving effect to any US Advance (or the incurrence of
any US Letter of Credit Obligations), the outstanding amount of the US Revolving
Loan would exceed remaining US Borrowing Availability (except as provided in
SECTION 1.1(c)(ii)); or

          (e)     after giving effect to any European Advance (or the incurrence
of any European Letter of Credit Obligations), the outstanding amount of the
European Revolving Loan would exceed remaining European Borrowing Availability
(except as provided in SECTION 1.1(d)(ii)).

The request and acceptance by any Borrower of the proceeds of any Advance, the
incurrence of any Letter of Credit Obligations or the conversion or continuation
of any Loan into, or as, a LIBOR Loan shall be deemed to constitute, as of the
date thereof, (i) a representation and warranty by Borrowers that the conditions
in this SECTION 7.2 have been satisfied and (ii) a reaffirmation by US Borrowers
of the cross guaranty provisions set forth in SECTION 10 and of the granting and
continuance of Agent's Liens, on behalf of itself and Lenders, pursuant to the
Collateral Documents.

                                    SECTION 8
                 ASSIGNMENT AND PARTICIPATION/AGENCY PROVISIONS

          Section 8.1   ASSIGNMENT AND PARTICIPATIONS.

          (a)     Subject to the terms of this SECTION 8.1, any Lender may make
an assignment to a Person of, or sale of participations in, at any time or
times, the Loan Documents, Loans, Letter of Credit Obligations and any
Commitment or any portion thereof or interest therein, including any Lender's
rights, title, interests, remedies, powers or duties thereunder. Any assignment
by a Lender shall: (i) require the consent of Agent (which consent shall not be
unreasonably withheld or delayed with respect to a Qualified Assignee) and the
execution of an assignment agreement (an "ASSIGNMENT AGREEMENT" substantially in
the form attached hereto as EXHIBIT 8.1 and otherwise in form and substance
reasonably satisfactory to, and acknowledged by, Agent); (ii) be conditioned on
such assignee Lender representing to the assigning Lender and Agent that it is
purchasing the applicable Loans to be assigned to it for its own account, for
investment purposes and not with a view to the distribution thereof; (iii) other
than with respect to assignments to Affiliates covered by clause (z) below,
after giving effect to any such partial assignment, the assignee Lender shall
have Commitments in an amount at least equal to (x) with respect to the US
Loans,

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US$5,000,000 and the assigning Lender shall have retained Commitments in an
amount at least equal to US$5,000,000 and (y) with respect to the European
Loans, 5,000,000 Euros and the assigning Lender shall have retained Commitments
in an amount at least equal to 5,000,000 Euros; (iv) require a payment to Agent
of an assignment fee of US$3,500; (v) include an assignment of such Lender's
rights and obligations under the Lender Risk Allocation Agreement in the manner
provided in the Assignment Agreement; (vi) with respect to any assignment of any
European Loans, the assignee Lender shall make the representations and
warranties required by it under SECTION 1.11, (vii) shall execute and deliver to
Agent an Accession Deed to that certain Intercreditor Agreement dated as of the
Closing Date among European Borrower, Agent, European Lenders and each Non-US
Subsidiary incorporated in Europe and (viii) so long as no Event of Default has
occurred and is continuing, require the consent of Borrower Representative,
which shall not be unreasonably withheld or delayed and shall be deemed granted
if not objected to within three (3) Business Days following notice thereof to
Borrower Representative. Notwithstanding the above, Agent may in its sole and
absolute discretion prohibit any assignment by a Lender to a Person or Persons
that are not Qualified Assignees. In the case of an assignment by a Lender under
this SECTION 8.1, the assignee shall have, to the extent of such assignment, the
same rights, benefits and obligations as all other Lenders hereunder. The
assigning Lender shall be relieved of its obligations hereunder with respect to
its Commitments or assigned portion thereof from and after the date of such
assignment. Borrowers hereby acknowledge and agree that any assignment shall
give rise to a direct obligation of Borrowers to the assignee and that the
assignee shall be considered to be a "Lender." In all instances, each Lender's
liability to make Loans hereunder shall be several and not joint and shall be
limited to such Lender's Pro Rata Share of the applicable Commitment. In the
event Agent or any Lender assigns or otherwise transfers all or any part of the
Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers
shall, upon the request of Agent or such Lender, execute new Notes in exchange
for the Notes, if any, being assigned. Notwithstanding the foregoing provisions
of this SECTION 8.1(a), (w) any Lender may at any time pledge the Obligations
held by it and such Lender's rights under this Agreement and the other Loan
Documents to a Federal Reserve Bank, (x) any Lender may assign the Obligations
held by it and such Lender's rights under this Agreement and the other Loan
Documents to an investment fund managed by such Lender, (y) any Lender that is
an investment fund may assign the Obligations held by it and such Lender's
rights under this Agreement and the other Loan Documents to another investment
fund managed by the same investment advisor or pledge such Obligations and
rights to trustee for the benefit of its investors and (z) any Lender may assign
the Obligations to an Affiliate of such Lender or to a Person that is a Lender
prior to the date of such assignment.

          (b)     Any participation by a Lender of all or any part of its
Commitments shall be made with the understanding that all amounts payable by
Borrowers hereunder shall be determined as if that Lender had not sold such
participation, and that the holder of any such participation shall not be
entitled to require such Lender to take or omit to take any action hereunder
except actions directly affecting (i) any reduction in the principal amount of,
or interest rate or Fees payable with respect to, any Loan in which such holder
participates, (ii) any extension of the scheduled amortization of the principal
amount of any

                                     Annex A
                                     Page 83


Loan in which such holder participates or the final maturity date thereof, and
(iii) any release of all or substantially all of the Collateral (other than in
accordance with the terms of this Agreement, the Collateral Documents or the
other Loan Documents). Solely for purposes of SECTIONS 1.8, 1.9, 8.3 and 9.1,
Borrowers acknowledge and agree that a participation shall give rise to a direct
obligation of Borrowers to the participant and the participant shall be
considered to be a "Lender." Except as set forth in the preceding sentence no
Borrower or any other Credit Party shall have any obligation or duty to any
participant. Neither Agent nor any Lender (other than the Lender selling a
participation) shall have any duty to any participant and may continue to deal
solely with the Lender selling a participation as if no such sale had occurred.

          (c)     Except as expressly provided in this SECTION 8.1, no Lender
shall, as between Borrowers and that Lender, or Agent and that Lender, be
relieved of any of its obligations hereunder as a result of any sale,
assignment, transfer or negotiation of, or granting of participation in, all or
any part of the Loans, the Notes or other Obligations owed to such Lender.

          (d)     Each Credit Party shall assist each Lender permitted to sell
assignments or participations under this SECTION 8.1 as required to enable the
assigning or selling Lender to effect any such assignment or participation,
including the execution and delivery of any and all agreements, notes and other
documents and instruments as shall be reasonably requested and the preparation
of disclosure documents and private placement memorandum. Agent shall maintain,
on behalf of Borrowers, in its offices located at 500 West Monroe Street,
Chicago Illinois 60661, a "register" for recording the name, address, commitment
and Loans owing to each Lender. The entries in such register shall be
presumptive evidence of the amounts due and owing to each Lender in the absence
of manifest error. Borrowers, Agent and each Lender shall treat each Person
whose name is recorded in such register pursuant to the terms hereof as a Lender
for all purposes of this Agreement. The register described herein shall be
available for inspection by Borrower Representative and any Lender, at any
reasonable time upon reasonable prior notice.

          (e)     A Lender may furnish any information concerning Credit Parties
in the possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants); provided that such Lender
shall obtain from assignees or participants confidentiality covenants
substantially equivalent to those contained in SECTION 9.13.

          (f)     So long as no Event of Default has occurred and is continuing,
no Lender shall assign or sell participations in any portion of its Loans or
Commitments to a potential Lender or participant, if, as of the date of the
proposed assignment or sale, the assignee Lender or participant would be subject
to capital adequacy or similar requirements under SECTION 1.8(a), increased
costs or an inability to fund LIBOR Loans under SECTION 1.8(b), or withholding
taxes in accordance with SECTION 1.9.

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                                     Page 84


          Section 8.2   AGENT.

          (a)     APPOINTMENT. Each Lender hereby designates and appoints GE
Capital as its Agent under this Agreement and the other Loan Documents
(including as trustee or pledgee under Collateral Documents, as applicable), and
each Lender hereby irrevocably authorizes Agent to execute and deliver the
Collateral Documents and to take such action or to refrain from taking such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers as are set forth herein or therein,
together with such other powers as are reasonably incidental thereto.
Additionally each Lender hereby designates GE Capital as "Senior Agent" under
the Subordinated Seller PIK Notes. Agent is authorized and empowered to amend,
modify, or waive any provisions of this Agreement or the other Loan Documents on
behalf of Lenders subject to the requirement that certain of Lenders' consent be
obtained in certain instances as provided in this SECTION 8.2 and SECTION 9.2.
The provisions of this SECTION 8.2 are solely for the benefit of Agent and
Lenders and neither Borrowers nor any other Credit Party shall have any rights
as a third party beneficiary of any of the provisions hereof. In performing its
functions and duties under this Agreement, Agent shall act solely as agent of
Lenders and does not assume and shall not be deemed to have assumed any
obligation toward or relationship of agency or trust with or for Borrowers or
any other Credit Party. Agent may perform any of its duties hereunder, or under
the Loan Documents, by or through its agents or employees.

          (b)     NATURE OF DUTIES. The duties of Agent shall be mechanical and
administrative in nature. Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender. Nothing in this Agreement or
any of the Loan Documents, express or implied, is intended to or shall be
construed to impose upon Agent any obligations in respect of this Agreement or
any of the Loan Documents except as expressly set forth herein or therein. Each
Lender shall make its own independent investigation of the financial condition
and affairs of each Credit Party in connection with the extension of credit
hereunder and shall make its own appraisal of the creditworthiness of each
Credit Party, and Agent shall have no duty or responsibility, either initially
or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto (other than as expressly required herein). If
Agent seeks the consent or approval of any Lenders to the taking or refraining
from taking any action hereunder, then Agent shall send notice thereof to each
Lender. Agent shall promptly notify each Lender any time that the Requisite
Lenders, Requisite Revolving Lenders or Supermajority Revolving Lenders have
instructed Agent to act or refrain from acting pursuant hereto.

          (c)     RIGHTS, EXCULPATION, ETC. Neither Agent nor any of its
officers, directors, employees or agents shall be liable to any Lender for any
action taken or omitted by them hereunder or under any of the Loan Documents, or
in connection herewith or therewith, except that Agent shall be liable to the
extent of its own gross negligence or willful misconduct as determined by a
final non-appealable order by a court of competent jurisdiction. Agent shall not
be liable for any apportionment or distribution of payments made by it in good
faith and if any such apportionment or distribution is subsequently determined
to have been made in error the sole recourse of any Lender to whom payment was
due but not made, shall be to recover from other Lenders any payment in excess
of the amount to

                                     Annex A
                                     Page 85


which they are determined to be entitled (and such other Lenders hereby agree to
return to such Lender any such erroneous payments received by them). In no event
shall Agent be liable for punitive, special, consequential, incidental,
exemplary or other similar damages. In performing its functions and duties
hereunder, Agent shall exercise the same care which it would in dealing with
loans for its own account, but neither Agent nor any of its agents or
representatives shall be responsible to any Lender for any recitals, statements,
representations or warranties herein or for the execution, effectiveness,
genuineness, validity, enforceability, collectibility, or sufficiency of this
Agreement or any of the Loan Documents or the transactions contemplated thereby,
or for the financial condition of any Credit Party. Agent shall not be required
to make any inquiry concerning either the performance or observance of any of
the terms, provisions or conditions of this Agreement or any of the Loan
Documents or the financial condition of any Credit Party, or the existence or
possible existence of any Default or Event of Default. Agent may at any time
request instructions from Requisite Lenders, Requisite Revolving Lenders,
Supermajority Revolving Lenders or all affected Lenders with respect to any
actions or approvals which by the terms of this Agreement or of any of the Loan
Documents Agent is permitted or required to take or to grant. If such
instructions are promptly requested, Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from any action or
withholding any approval under any of the Loan Documents until it shall have
received such instructions from the Requisite Lenders, Requisite Revolving
Lenders, Supermajority Revolving Lenders or such other portion of the Lenders as
shall be prescribed by this Agreement. Without limiting the foregoing, no Lender
shall have any right of action whatsoever against Agent as a result of Agent
acting or refraining from acting under this Agreement or any of the other Loan
Documents in accordance with the instructions of Requisite Lenders, Requisite
Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
applicable; and, notwithstanding the instructions of Requisite Lenders,
Requisite Revolving Lenders, Supermajority Revolving Lenders or all affected
Lenders, as applicable, Agent shall have no obligation to take any action if it
believes, in good faith, that such action is deemed to be illegal by Agent or
exposes Agent to any liability for which it has not received satisfactory
indemnification in accordance with SECTION 8.2(e).

          (d)     RELIANCE. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any written or oral notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, fax or telegram) believed by it in
good faith to be genuine and correct and to have been signed, sent or made by
the proper Person, and with respect to all matters pertaining to this Agreement
or any of the Loan Documents and its duties hereunder or thereunder. Agent shall
be entitled to rely upon the advice of legal counsel, independent accountants,
and other experts selected by Agent in its sole discretion.

          (e)     INDEMNIFICATION. Lenders will reimburse and indemnify Agent
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including, without
limitation, attorneys' fees and expenses), advances or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or

                                     Annex A
                                     Page 86


asserted against Agent in any way relating to or arising out of this Agreement
or any of the Loan Documents or any action taken or omitted by Agent under this
Agreement or any of the Loan Documents, in proportion to each Lender's Pro Rata
Share, but only to the extent that any of the foregoing is not reimbursed by
Borrowers; PROVIDED, HOWEVER, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses, advances or disbursements to the extent resulting from
Agent's gross negligence or willful misconduct as determined by a final
non-appealable order by a court of competent jurisdiction. If any indemnity
furnished to Agent for any purpose shall, in the opinion of Agent, be
insufficient or become impaired, Agent may call for additional indemnity and
cease, or not commence, to do the acts indemnified against even if so directed
by the Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving
Lenders or such other portion of the Lenders as shall be prescribed by this
Agreement until such additional indemnity is furnished. The obligations of
Lenders under this SECTION 8.2(e) shall survive the payment in full of the
Obligations and the termination of this Agreement.

          (f)     GE CAPITAL INDIVIDUALLY. With respect to its Commitments
hereunder, GE Capital shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender. The terms "Lenders," "Requisite
Lenders," "Requisite Revolving Lenders," "Supermajority Revolving Lenders" or
any similar terms shall, unless the context clearly otherwise indicates, include
GE Capital in its individual capacity as a Lender or one of the Requisite
Lenders, Requisite Revolving Lenders or Supermajority Revolving Lenders. GE
Capital, either directly or through strategic affiliations, may lend money to,
acquire equity or other ownership interests in, provide advisory services to and
generally engage in any kind of banking, trust or other business with any Credit
Party as if it were not acting as Agent pursuant hereto and without any duty to
account therefor to Lenders. GE Capital, either directly or through strategic
affiliations, may accept fees and other consideration from any Credit Party for
services in connection with this Agreement or otherwise without having to
account for the same to Lenders.

          (g)     SUCCESSOR AGENT.

          (i)     RESIGNATION. Agent may resign from the performance of
     all its agency functions and duties hereunder at any time by
     giving at least thirty (30) Business Days' prior written notice
     to Borrower Representative and Lenders. Such resignation shall
     take effect upon the acceptance by a successor Agent of
     appointment pursuant to clause (ii) below or as otherwise
     provided in clause (ii) below.

          (ii)    APPOINTMENT OF SUCCESSOR. Upon any such notice of
     resignation pursuant to clause (i) above, Requisite Lenders shall
     appoint a successor Agent which, unless an Event of Default has
     occurred and is continuing, shall be reasonably acceptable to
     Borrowers. If a successor Agent shall not have been so appointed
     within the thirty (30) Business Day period referred to in clause
     (i) above, the retiring Agent, upon notice to Borrower
     Representative, shall then

                                     Annex A
                                     Page 87


     appoint a successor Agent who shall serve as Agent until such time, if any,
     as Requisite Lenders appoint a successor Agent as provided above.

          (iii)   SUCCESSOR AGENT. Upon the acceptance of any
     appointment as Agent under the Loan Documents by a successor
     Agent, such successor Agent shall thereupon succeed to and become
     vested with all the rights, powers, privileges and duties of the
     retiring Agent, and the retiring Agent shall be discharged from
     its duties and obligations under the Loan Documents. After any
     retiring Agent's resignation as Agent, the provisions of this
     SECTION 8.2 shall continue to inure to its benefit as to any
     actions taken or omitted to be taken by it in its capacity as
     Agent.

          (h)     COLLATERAL MATTERS.

          (i)     RELEASE OF COLLATERAL. Lenders hereby irrevocably
     authorize Agent, at its option and in its discretion, to release
     any Lien granted to or held by Agent upon any Collateral (x) upon
     termination of the Commitments and payment and satisfaction of
     all Obligations (other than contingent indemnification
     obligations to the extent no claims giving rise thereto have been
     asserted) or (y) constituting property being sold or disposed of
     if Borrowers (or any of them) certify to Agent that the sale or
     disposition is made in compliance with the provisions of this
     Agreement (and Agent may rely in good faith conclusively on any
     such certificate, without further inquiry).

          (ii)    CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.
     Without in any manner limiting Agent's authority to act without
     any specific or further authorization or consent by Lenders (as
     set forth in SECTION 8.2(h)(i)), each Lender agrees to confirm in
     writing, upon request by Agent or Borrower Representative, the
     authority to release any Collateral conferred upon Agent under
     clauses (x) and (y) of SECTION 8.2(h)(i). Upon receipt by Agent
     of any required confirmation from the Requisite Lenders of its
     authority to release any particular item or types of Collateral,
     and upon at least ten (10) Business Days' prior written request
     by Borrower Representative, Agent shall (and is hereby
     irrevocably authorized by Lenders to) execute such documents as
     may be necessary to evidence the release of the Liens granted to
     Agent upon such Collateral; PROVIDED, HOWEVER, that (x) Agent
     shall not be required to execute any such document on terms
     which, in Agent's opinion, would expose Agent to liability or
     create any obligation or entail any consequence other than the
     release of such Liens without recourse or warranty, and (y) such
     release shall not in any manner discharge, affect or impair the
     Obligations or any Liens upon (or obligations of any Credit
     Party, in respect of), all interests retained by any Credit
     Party, including the proceeds of any sale, all of which shall
     continue to constitute part of the Collateral.

          (iii)   ABSENCE OF DUTY. Agent shall have no obligation
     whatsoever to any Lender or any other Person to assure that the
     property covered by the

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     Collateral Documents exists or is owned by Borrowers or any other
     Credit Party or is cared for, protected or insured or has been
     encumbered or that the Liens granted to Agent have been properly
     or sufficiently or lawfully created, perfected, protected or
     enforced or are entitled to any particular priority, or to
     exercise at all or in any particular manner or under any duty of
     care, disclosure or fidelity, or to continue exercising, any of
     the rights, authorities and powers granted or available to Agent
     in this SECTION 8.2(h) or in any of the Loan Documents, it being
     understood and agreed that in respect of the property covered by
     the Collateral Documents or any act, omission or event related
     thereto, Agent may act in any manner it may deem appropriate, in
     its discretion, given Agent's own interest in property covered by
     the Collateral Documents as one of the Lenders and that Agent
     shall have no duty or liability whatsoever to any of the other
     Lenders, PROVIDED that Agent shall exercise the same care which
     it would in dealing with loans for its own account.

          (i)     AGENCY FOR PERFECTION.

          (i)     GENERAL PROVISIONS. Agent and each Lender hereby appoint
     each other Lender as agent for the purpose of perfecting Agent's
     security interest in assets which, in accordance with the Code or
     any other applicable law, in any applicable jurisdiction, can be
     perfected by possession or control. Should any Lender (other than
     Agent) obtain possession or control of any such assets, such
     Lender shall notify Agent thereof, and, promptly upon Agent's
     request therefor, shall deliver such assets to Agent or in
     accordance with Agent's instructions or transfer control to Agent
     in accordance with Agent's instructions. Each Lender agrees that
     it will not have any right individually to enforce or seek to
     enforce any Collateral Document or to realize upon any collateral
     security for the Loans unless instructed to do so by Agent in
     writing, it being understood and agreed that such rights and
     remedies may be exercised only by Agent.

          (ii)    QUEBEC SPECIAL PROVISIONS. Without limiting any of the
     foregoing provisions in favor of Agent, for the purposes of
     holding any security granted by any Credit Party pursuant to the
     laws of the Province of Quebec, including any deed of hypothec,
     debenture, bond or other title of indebtedness and debenture or
     bond pledge agreements, Agent is hereby appointed to act as the
     Person holding an irrevocable power of attorney (fonde de
     pouvoir) pursuant to article 2692 of the CIVIL CODE OF QUEBEC to
     act on behalf of each present and future Lender. By executing an
     Assignment Agreement, each future Lender shall be deemed to
     ratify the power of attorney (fonde de pouvoir) granted herein.
     Agent agrees to act in such capacity. Each party hereto agrees
     that, notwithstanding Section 32 of AN ACT RESPECTING THE SPECIAL
     POWERS OF LEGAL PERSONS (QUEBEC), Agent may, as the Person
     holding the power of attorney of the Lenders, acquire and or be
     the pledgee of any debentures, bonds or other titles of
     indebtedness secured by any hypothec

                                     Annex A
                                     Page 89


     granted by any Credit Party to the Agent pursuant to the laws of the
     Province of Quebec.

          (iii)   ITALIAN SPECIAL PROVISIONS. Each of the Lenders hereby
     appoints Agent to be its mandatario con rappresentanza (COMMON
     REPRESENTATIVE) for the purpose of executing any Collateral
     Document which is expressed to be governed by Italian law in the
     name and on behalf of the Lenders, with the power to determine
     and agree any term and condition of such Collateral Document,
     execute any other Loan Document, give or receive any notice and
     take any other action in relation to the creation, perfection,
     maintenance, enforcement and release of the security created
     thereunder in the name and on behalf of the Lenders and
     undertakes to ratify and approve any such action taken in the
     name and on behalf of the Lenders by the Agent acting in such
     capacity.

          (iv)    GERMAN SPECIAL PROVISIONS. Regarding all Collateral
     subject to Collateral Documents governed by German law, Agent
     shall (a) hold and administer such Collateral which is security
     assigned (SICHERUNGSEIGENTUM/SICHERUNGSABTRETUNG) or otherwise
     transferred under a non-accessory security right (NICHT
     AKZESSORISCHE SICHERHEIT) to it as trustee (TREUHANDER) for the
     benefit of the Lenders and (b) administer such Collateral which
     is pledged (VERPFANDUNG) or otherwise transferred to Agent or any
     Lender under an accessory security right (AKZESSORISCHE
     SICHERHEIT). Each Lender hereby authorizes Agent to (x) accept as
     its representative (STELLVERTRETER) any pledge or other creation
     of any accessory right under German law made to such Lender in
     relation to such Collateral and (y) agree to and execute on
     behalf of the Lenders any amendments to any document relating to
     and to effect or confirm any release in relation to any of the
     accessory German securities made in writing or in notarial form.
     Each of the Credit Parties and the Lenders hereby relieves the
     Agent from the restrictions of Section 181 of the German Civil
     Code (BGB) to allow it to perform its duties and obligations as
     Agent hereunder. Each Lender hereby ratifies and approves all
     acts previously done by the Agent on such Lender's behalf. Each
     Lender hereby expressly consents to the declarations of Agent
     made on behalf and in the name of such Lender as future pledgee
     in the agreements relating to Collateral subject to Collateral
     Documents governed by German law that is an accessory security
     right. Waiving Section 418 of the German Civil Code (BURGERLICHES
     GESETZBUCH), the parties to this Agreement agree that any
     security or guarantee created under any such Collateral Document
     shall not be affected by any transfer or assumption of the
     Obligations to, or by, any third party.

          (j)     NOTICE OF DEFAULT. Agent nor any L/C Issuer shall be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
except with respect to defaults in the payment of principal, interest and Fees
required to be paid to Agent for the account of Lenders, unless Agent or such
L/C Issuer shall have received written notice from

                                     Annex A
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a Lender or Borrower Representative referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". Agent will use reasonable efforts to notify each Lender of its receipt
of any such notice, unless such notice is with respect to defaults in the
payment of principal, interest and fees, in which case Agent will notify each
Lender of its receipt of such notice. Agent shall take such action with respect
to such Default or Event of Default as may be requested by Requisite Lenders in
accordance with SECTION 6. Unless and until Agent has received any such request,
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable or in the best interests of Lenders.

          (k)     LENDER ACTIONS AGAINST COLLATERAL. Each Lender agrees that it
will not take any action, nor institute any actions or proceedings, with respect
to the Loans, against any Borrower or any Credit Party hereunder or under the
other Loan Documents or against any of the Real Estate encumbered by Mortgages
without the consent of the Required Lenders. With respect to any action by Agent
to enforce the rights and remedies of Agent and the Lenders under this Agreement
and the other Loan Documents, each Lender hereby consents to the jurisdiction of
the court in which such action is maintained, and agrees to deliver its Notes to
Agent to the extent necessary to enforce the rights and remedies of Agent for
the benefit of the Lenders under the Mortgages in accordance with the provisions
hereof.

          Section 8.3   SET OFF AND SHARING OF PAYMENTS.

          In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, during the continuance of
any Event of Default to the extent permitted by SECTION 6.5, each Lender has the
right to at any time or from time to time, with reasonably prompt subsequent
notice to Borrower Representative (any prior or contemporaneous notice being
hereby expressly waived) to set off and to appropriate and to apply, but solely
to the extent of the amount of Obligations then due by acceleration or
otherwise, any and all (A) balances held by such Lender at any of its offices
for the account of any Borrower or any of its Subsidiaries (regardless of
whether such balances are then due to any Borrower or its Subsidiaries), and (B)
other property at any time held or owing by such Lender to or for the credit or
for the account of any Borrower or any of its Subsidiaries, against and on
account of any of the Obligations; except that no Lender shall exercise any such
right without the prior written consent of Agent. Any Lender exercising a right
to set off shall purchase for cash (and the other Lenders shall sell) interests
in each of such other Lender's Pro Rata Share of the Obligations as would be
necessary to cause all Lenders to share the amount so set off with each other
Lender in accordance with their respective Pro Rata Shares. Borrowers agree, to
the fullest extent permitted by law, that any Lender may exercise its right to
set off with respect to amounts in excess of its Pro Rata Share of the
Obligations and upon doing so shall deliver such amount so set off to the Agent
for the benefit of all Lenders in accordance with their Pro Rata Shares.

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                                     Page 91


          Section 8.4   DISBURSEMENT OF FUNDS.

          Agent may, on behalf of Lenders, disburse funds (in the applicable
currency) to Borrowers for Loans requested. Each Lender shall reimburse Agent on
demand for all funds disbursed on its behalf by Agent, or if Agent so requests,
each Lender will remit to Agent its Pro Rata Share of any Loan (in the
applicable currency) before Agent disburses same to Borrowers. If Agent elects
to require that each Lender make funds available to Agent prior to a
disbursement by Agent to Borrowers, Agent shall advise each Lender by telephone
or fax of the amount of such Lender's Pro Rata Share of the Loan requested by
Borrower Representative no later than 1:00 p.m. (New York time) on the Funding
Date (or three (3) Business Days prior to the Funding Date with respect to
European Loans) applicable thereto, and each such Lender shall pay Agent such
Lender's Pro Rata Share of such requested Loan, in same day funds (in the
applicable currency), by wire transfer to Agent's account on such Funding Date.
If any Lender fails to pay the amount of its Pro Rata Share within one (1)
Business Day after Agent's demand, Agent shall promptly notify Borrower
Representative, and Borrowers shall immediately repay such amount to Agent. Any
repayment required pursuant to this SECTION 8.4 shall be without premium or
penalty. Nothing in this SECTION 8.4 or elsewhere in this Agreement or the other
Loan Documents, including the provisions of SECTION 8.5, shall be deemed to
require Agent to advance funds on behalf of any Lender or to relieve any Lender
from its obligation to fulfill its commitments hereunder or to prejudice any
rights that Agent or Borrowers may have against any Lender as a result of any
default by such Lender hereunder.

          Section 8.5   DISBURSEMENTS OF ADVANCES; PAYMENT.

          (a)     ADVANCES; PAYMENTS.

          (i)     Agent shall notify Revolving Lenders, promptly after
     receipt of a Notice of Revolving Credit Advance and in any event
     prior to 1:00 p.m. (New York time) on the date such Notice of a
     Revolving Credit Advance is received, by fax, telephone or other
     similar form of transmission. Each Revolving Lender shall make
     the amount of such Lender's Pro Rata Share of such Revolving
     Credit Advance available to Agent in same day funds (in the
     applicable currency) by wire transfer to Agent's account as set
     forth in SECTION 1.1(i) and (j) not later than 3:00 p.m. (New
     York time) on the requested Funding Date in the case of an Index
     Rate Loans and not later than 11:00 a.m. (New York time) on the
     requested Funding Date in the case of a LIBOR Loan. After receipt
     of such wire transfers (or, in the Agent's sole discretion,
     before receipt of such wire transfers), subject to the terms
     hereof, Agent shall make the requested Revolving Credit Advance
     (in the applicable currency) to Borrowers as designated by
     Borrower Representative in the Notice of Revolving Credit
     Advance. All payments by each Revolving Lender shall be made
     without setoff, counterclaim or deduction of any kind.

          (ii)    At least once each calendar week or more frequently at
     Agent's election (each, a "SETTLEMENT DATE"), Agent shall advise
     each Lender by

                                     Annex A
                                     Page 92


     telephone or fax of the amount of such Lender's Pro Rata Share of
     principal, interest and Fees paid for the benefit of Lenders with
     respect to each applicable Loan. Provided that each Lender has
     funded all payments and Advances required to be made by it and
     purchased all participations required to be purchased by it under
     this Agreement and the other Loan Documents as of such Settlement
     Date, Agent shall pay (in the applicable currency) to each Lender
     such Lender's Pro Rata Share of principal, interest and Fees paid
     by Borrowers since the previous Settlement Date for the benefit
     of such Lender on the Loans held by it. Such payments shall be
     made by wire transfer to such Lender's account (as specified by
     such Lender in ANNEX E or the applicable Assignment Agreement)
     not later than 2:00 p.m. (New York time) on the next Business Day
     following each Settlement Date. To the extent that any Lender (a
     "NON-FUNDING LENDER") has failed to fund all such payments and
     Advances or failed to fund the purchase of all such
     participations, Agent shall be entitled to set off the funding
     shortfall against that Non-Funding Lender's Pro Rata Share of all
     payments received from Borrowers.

          (b)     AVAILABILITY OF LENDER'S PRO RATA SHARE. Agent may assume that
each Revolving Lender will make its Pro Rata Share of each Revolving Credit
Advance available to Agent on each Funding Date. If such Pro Rata Share is not,
in fact, paid to Agent by such Revolving Lender when due, Agent will be entitled
to recover such amount on demand from such Revolving Lender without setoff,
counterclaim or deduction of any kind. If any Revolving Lender fails to pay the
amount of its Pro Rata Share forthwith upon Agent's demand, Agent shall promptly
notify Borrower Representative and Borrowers shall immediately repay such amount
to Agent. Nothing in this SECTION 8.5(b) or elsewhere in this Agreement or the
other Loan Documents shall be deemed to require Agent to advance funds on behalf
of any Revolving Lender or to relieve any Revolving Lender from its obligation
to fulfill its Commitments hereunder or to prejudice any rights that Borrowers
may have against any Revolving Lender as a result of any default by such
Revolving Lender hereunder. To the extent that Agent advances funds to Borrowers
on behalf of any Revolving Lender and is not reimbursed therefor on the same
Business Day as such Advance is made, Agent shall be entitled to retain for its
account all interest accrued on such Advance until reimbursed by the applicable
Revolving Lender.

          (c)     RETURN OF PAYMENTS.

          (i)     If Agent pays an amount to a Lender under this Agreement
     in the belief or expectation that a related payment has been or
     will be received by Agent from Borrowers and such related payment
     is not received by Agent, then Agent will be entitled to recover
     such amount from such Lender on demand without setoff,
     counterclaim or deduction of any kind.

          (ii)    If Agent determines at any time that any amount
     received by Agent under this Agreement must be returned to any
     Borrower or paid to any other Person pursuant to any insolvency
     law or otherwise, then, notwithstanding any other term or
     condition of this Agreement or any other

                                     Annex A
                                     Page 93


     Loan Document, Agent will not be required to distribute any
     portion thereof to any Lender. In addition, each Lender will
     repay to Agent on demand any portion of such amount that Agent
     has distributed to such Lender, together with interest at such
     rate, if any, as Agent is required to pay to any Borrower or such
     other Person, without setoff, counterclaim or deduction of any
     kind.

          (d)     NON-FUNDING LENDERS. The failure of any Non-Funding Lender to
make any Revolving Credit Advance or any payment required by it hereunder on the
date specified therefor shall not relieve any other Lender (each such other
Revolving Lender, an "OTHER LENDER") of its obligations to make such Advance or
payment on such date, but neither any Other Lender nor Agent shall be
responsible for the failure of any Non-Funding Lender to make an Advance or make
any other payment required hereunder. Notwithstanding anything set forth herein
to the contrary, until such failure of any Non-Funding Lender is cured by such
Non-Funding Lender, such Non-Funding Lender shall not (i) have any voting or
consent rights under or with respect to any Loan Document or constitute a
"Lender" or a "Revolving Lender" (or be included in the calculation of
"Requisite Lenders", "Requisite Revolving Lenders" or "Supermajority Revolving
Lenders" hereunder) for any voting or consent rights under or with respect to
any Loan Document or (ii) be entitled to any Fees pertaining to any portion of
such Revolving Credit Advance or payment that it has failed to make.

          (e)     DISSEMINATION OF INFORMATION. Agent shall use reasonable
efforts to provide Lenders with any notice of Default or Event of Default
received by Agent from, or delivered by Agent to, any Credit Party, with notice
of any Event of Default of which Agent has actually become aware and with notice
of any action taken by Agent following any Event of Default; provided, that
Agent shall not be liable to any Lender for any failure to do so.

          (f)     ACTIONS IN CONCERT. Anything in this Agreement to the contrary
notwithstanding, each Lender hereby agrees with each other Lender that no Lender
shall take any action to protect or enforce its rights arising out of this
Agreement or the Notes (including exercising any rights of setoff) without first
obtaining the prior written consent of Agent and Requisite Lenders, it being the
intent of Lenders that any such action to protect or enforce rights under this
Agreement and the Notes shall be taken in concert and at the direction or with
the consent of Agent or Requisite Lenders. Agent is authorized to issue all
notices to be issued by or on behalf of the Lenders with respect to any
Subordinated Debt.

          Section 8.6   PARALLEL EUROPEAN DEBT

          (a)     DUTCH PARALLEL DEBT. Without prejudice to the other provisions
of this Agreement and the other Loan Documents, and for the purpose of ensuring
and preserving the validity and continuity of the security rights granted and to
be granted under or pursuant to the Collateral Documents governed by the laws of
The Netherlands (the "DUTCH LAW COLLATERAL DOCUMENTS"), each of the Lenders and
the other parties hereto hereby acknowledges and consents to the Non-US Credit
Parties that are party to the Dutch Law Collateral Documents undertaking in the
Dutch Law Collateral Documents to pay to GE Capital as pledgee thereunder, in
its own capacity and not as agent, representative or trustee,

                                     Annex A
                                     Page 94


amounts which are equal to and in the currency of the Principal Obligations (as
defined in the Dutch Law Collateral Documents) from time to time due in
accordance with the terms and conditions of the Principal Obligations (the
"RELEVANT LIABILITIES") (such payment undertaking and the obligations and
liabilities resulting therefrom: defined as the "Parallel Debt" in the Dutch Law
Collateral Documents).

          The Lenders and the other parties hereto hereby agree that the
Parallel Debt is a claim of GE Capital which is separate and independent from,
and without prejudice to, the claims of the Lenders in respect of the Relevant
Liabilities, and is not a claim which is held jointly with the Lenders provided,
that to the extent any amount is paid to and received by GE Capital in payment
of the relevant Parallel Debt, the total amount due and payable in respect of
the corresponding Relevant Liabilities shall be decreased as if such amount were
received by the Lenders or any of them in payment of the corresponding Relevant
Liabilities. GE Capital, acting in its own capacity, hereby agrees to apply all
proceeds that it receives in connection with any enforcement action taken under
or pursuant to the Dutch Law Collateral Documents or otherwise in satisfaction
in whole or in part of the relevant Parallel Debt in accordance with the
provisions of the Dutch Law Collateral Documents.

          (b)     OTHER NON-US PARALLEL DEBT. For the purpose of ensuring and
preserving the validity and continuity of the Collateral Documents governed by
German law or the laws of France (the "EUROPEAN SECURITY DOCUMENTS") and solely
for such purpose and subject as provided below, European Borrower and each and
every other Non-US Credit Party hereby irrevocably and unconditionally
undertakes to pay the Agent amounts equal to any amounts owing by European
Borrower or such other Non-US Credit Party to the Agent and Lenders with respect
to the European Obligations as and when the same fall due for payment under the
applicable Loan Documents, so that the Agent shall be the obligee of such
covenant to pay and shall be entitled to claim performance thereof in its own
name and not as agent acting on behalf of the Agent and Lenders.

          The European Borrower, the other Non-US Credit Parties and the Agent
acknowledge that for this purpose such monetary obligations of the European
Borrower and/or such Non-US Credit Parties are several and are separate and
independent from, and without prejudice to, the identical obligations which the
European Borrower and such Non-US Credit Parties have to the Agent and Lenders
with respect to the relevant European Obligations, PROVIDED, that this shall
not, at the same time, result in European Borrower or any such Non-US Credit
Party incurring an aggregate monetary obligation to any Lender or the Agent
which is greater than the monetary obligations of European Borrower or such
Non-US Credit Party to Agent or any such Lender with respect to the European
Obligations.

          To this end and without prejudice to the foregoing, it is agreed that
(i) the amounts due and payable by European Borrower and the other Non-US Credit
Parties under this SECTION 8.6(b) (the "NON-US PARALLEL DEBT") shall be
decreased to the extent that European Borrower or such Non-US Credit Party has
paid any amounts to the Agent and Lenders or any of them with respect to the
European Obligations and European Obligations shall be decreased to the extent
that European Borrower or such Non-US Credit Party has paid any amounts to Agent
with respect to the Non-US Parallel Debt and (ii) the Non-US

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                                     Page 95


Parallel Debt shall not exceed the aggregate of the corresponding obligations
which European Borrower and the other Non-US Credit Parties have to Agent and
Lenders with respect to the European Obligations.

          Nothing in this SECTION 8.6(b) shall in any way negate, affect or
increase the obligations of European Borrower or any other Non-US Credit Party
to Agent or any Lender with respect to the European Obligations. For the purpose
of this SECTION 8.6(b), the Agent acts in its own name and on behalf of itself
and not as agent or representative of any other party hereto and any security
granted to the Agent to secure the Non-US Parallel Debt is granted to the Agent
in its capacity as creditor of the Non-US Parallel Debt.

          (c)     PARALLEL US DEBT. For the purpose of ensuring and preserving
the validity and continuity of the European Security Documents and solely for
such purpose and subject as provided below, each and every US Credit Party
hereby irrevocably and unconditionally undertakes to pay the Agent amounts equal
to any amounts owing by such US Credit Party to the Agent and Lenders in respect
of the Obligations as and when the same fall due for payment under the
applicable Loan Documents, so that the Agent shall be the obligee of such
covenant to pay and shall be entitled to claim performance thereof in its own
name and not as agent acting on behalf of the Agent and Lenders.

          The US Credit Parties and the Agent acknowledge that for this purpose
such monetary obligations of the US Credit Parties are several and are separate
and independent from, and without prejudice to, the identical obligations which
the US Credit Parties have to the Agent and Lenders in respect of the
Obligations, PROVIDED, that this shall not, at the same time, result in any US
Credit Party incurring an aggregate monetary obligation to any Lender or Agent
which is greater than the monetary obligations to Agent or any Lender under the
Loan Documents.

          To this end and without prejudice to the foregoing, it is agreed that
(i) the amounts due and payable by any US Credit Party under this SECTION 8.6(c)
(the "PARALLEL US DEBT") shall be decreased to the extent that such US Credit
Party has paid any amounts to the Agent and Lenders or any of them with respect
to the Obligations and (ii) the Parallel US Debt shall not exceed the aggregate
of the corresponding obligations which any US Credit Party has to the Agent and
Lenders with respect to the Obligations.

          Nothing in this SECTION 8.6(c) shall in any way negate, affect or
increase the obligations of any US Credit Party to Agent or any Lender with
respect to the Obligations. For the purpose of this SECTION 8.6(c) the Agent
acts in its own name and on behalf of itself and not as agent of representative
of any other party hereto and any security granted to the Agent to secure the
Parallel US Debt is granted to the Agent in its capacity as creditor of the
Parallel US Debt.

                                     Annex A
                                     Page 96


                                    SECTION 9
                                  MISCELLANEOUS

          Section 9.1   INDEMNITIES.

          (a)     GENERAL INDEMNITY. Borrowers agree, jointly and severally, to
indemnify, pay, and hold Agent, each Lender, each L/C Issuer and their
respective officers, directors, employees, agents, and attorneys (the
"INDEMNITEES") harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, claims, costs and
expenses (including all reasonable fees and expenses of counsel to such
Indemnitees) of any kind or nature whatsoever (other than Taxes) that may be
imposed on, incurred by, or asserted against the Indemnitee as a result of such
Indemnitees being a party to this Agreement or the transactions consummated
pursuant to this Agreement or otherwise relating to any of the Related
Transactions; PROVIDED, that (i) Borrowers shall have no obligation to an
Indemnitee hereunder with respect to liabilities to the extent resulting from
the gross negligence or willful misconduct of that Indemnitee as determined by a
court of competent jurisdiction and (ii) the European Borrower's foregoing
indemnification obligations shall be limited to the extent they pertain to the
European Obligations. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, Borrowers agree to make the maximum contribution
to the payment and satisfaction thereof which is permissible under applicable
law (subject to the limitations pertaining to the gross negligence or willful
misconduct of an Indemnitee set forth in the proviso of the foregoing sentence).

          (b)     CURRENCY INDEMNITY. If, for the purposes of obtaining or
enforcing judgment in any court in any jurisdiction with respect to this
Agreement or any other Loan Document, it becomes necessary to convert into the
currency of such jurisdiction (the "JUDGMENT CURRENCY") any amount due under
this Agreement or under any other Loan Document in any currency other than the
Judgment Currency (the "CURRENCY DUE") (or for the purposes of the last
paragraph of SECTION 1.4), then conversion shall be made at the Exchange Rate on
the Business Day before the day on which judgment is given (or for the purposes
of the last paragraph of SECTION 1.4, on the Business Day on which the payment
was received by Agent). In the event that there is a change in the Exchange Rate
between the Business Day before the day on which the judgment is given and the
date of receipt by Agent of the amount due, Borrowers shall, on the date of
receipt by Agent, pay such additional amounts, if any, or be entitled to receive
reimbursement of such amount, if any as may be necessary to ensure that the
amount received by Agent on such date is the amount in the Judgment Currency
which when converted at the Exchange Rate on the date of receipt by Agent in
accordance with normal banking procedures in the relevant jurisdiction is the
amount then due under this Agreement or such other Loan Document in the Currency
Due. If the amount of the Currency Due (including any Currency Due for purposes
of SECTION 1.4) which Agent is so able to purchase is less than the amount of
the Currency Due (including any Currency Due for purposes of SECTION 1.4)
originally due to it, Borrowers shall jointly and severally indemnify and save
Agent and Lenders harmless from and against loss or damage arising as a result
of such deficiency. This indemnity shall (i) constitute an obligation separate
and independent from the other obligations contained in this Agreement and the
other Loan Documents, (ii) give rise to a separate and independent cause of
action,

                                     Annex A
                                     Page 97


(iii) apply irrespective of any indulgence granted by Agent or any Lender from
time to time, (iv) survive the payment in full of the Obligations and the
termination of this Agreement, and (v) continue in full force and effect
notwithstanding any judgment or order for a liquidated sum in respect of an
amount due under this Agreement or any other Loan Document or under any judgment
or order.

          Section 9.2   AMENDMENTS AND WAIVERS.

          (a)     Except for actions expressly permitted to be taken by Agent,
no amendment, modification, termination or waiver of any provision of this
Agreement or any other Loan Document, or any consent to any departure by any
Credit Party therefrom, shall in any event be effective unless the same shall be
in writing and signed by Borrowers, and by Requisite Lenders, Requisite
Revolving Lenders, Supermajority Revolving Lenders or all affected Lenders, as
applicable. Except as set forth in clauses (b) and (c) below, all such
amendments, modifications, terminations or waivers requiring the consent of any
Lenders shall require the written consent of Requisite Lenders.

          (b)     No amendment, modification, termination or waiver of or
consent with respect to any provision of this Agreement that increases the
percentage advance rates set forth in the definition of the US Borrowing Base or
in the definition of European Borrowing Base, or that makes less restrictive the
nondiscretionary criteria for exclusion from Eligible Accounts (US Loans) and
Eligible Inventory (US Loans) set forth in EXHIBIT 4.8(d)(i) or from Eligible
Accounts (European Loans) and Eligible Inventory (European Loans) set forth in
EXHIBIT 4.8(d)(ii), shall be effective unless the same shall be in writing and
signed by Agent, Supermajority Revolving Lenders and Borrowers. No amendment,
modification, termination or waiver of or consent with respect to any provision
of this Agreement that waives compliance with the conditions precedent set forth
in SECTION 7.2 to the making of any Loan or the incurrence of any Letter of
Credit Obligations or amends SECTION 1.1(c)(ii) or 1.1(d)(ii) shall be effective
unless the same shall be in writing and signed by Agent, Requisite Revolving
Lenders and Borrowers. Notwithstanding anything contained in this Agreement to
the contrary, no waiver or consent with respect to any Default or any Event of
Default shall be effective for purposes of the conditions precedent to the
making of Loans or the incurrence of Letter of Credit Obligations set forth in
SECTION 7.2 unless the same shall be in writing and signed by Agent, Requisite
Revolving Lenders and Borrowers.

          (c)     No amendment, modification, termination or waiver shall,
unless in writing and signed by Agent and each Lender directly affected thereby:
(i) increase the principal amount of any Lender's Commitment (which action shall
be deemed only to affect those Lenders whose Commitments are increased and may
be approved by Requisite Lenders, including those Lenders whose Commitments are
increased); (ii) reduce the principal of, rate of interest on or Fees payable,
or any indemnities or other amounts payable, with respect to any Loan or Letter
of Credit Obligations of any affected Lender; (iii) extend any scheduled payment
date or final maturity date of the principal amount of any Loan of any affected
Lender; (iv) waive, forgive, defer, extend or postpone any payment of interest
or Fees or other amounts as to any affected Lender (which action shall be deemed
only to affect those Lenders to whom such payments are made); (v) release any
Guaranty or, except as

                                     Annex A
                                     Page 98


otherwise permitted in SECTION 3.7, release Collateral with a book value
exceeding 10% of the book value of all assets in the aggregate in any one (1)
year (which action shall be deemed to directly affect all Lenders); (vi) except
pursuant to clause (i) above, change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans that shall be required for
Lenders or any of them to take any action hereunder; and (vii) amend or waive
this SECTION 9.2 or the definitions of the terms "Requisite Lenders", "Requisite
Revolving Lenders" or "Supermajority Revolving Lenders" insofar as such
definitions affect the substance of this SECTION 9.2. Solely for the purposes of
this SECTION 9.2(c) in determining whether any Lender is an affected Lender, any
Lender that has (i) a US Revolving Loan Commitment, shall also be deemed to have
a European Revolving Loan Commitment, and (ii) a European Revolving Loan
Commitment, shall also be deemed to have a US Revolving Loan Commitment.
Furthermore, no amendment, modification, termination or waiver affecting the
rights or duties of Agent or L/C Issuers under this Agreement or any other Loan
Document shall be effective unless in writing and signed by Agent or L/C
Issuers, as the case may be, in addition to Lenders required hereinabove to take
such action. Each amendment, modification, termination or waiver shall be
effective only in the specific instance and for the specific purpose for which
it was given. No amendment, modification, termination or waiver shall be
required for Agent to take additional Collateral pursuant to any Loan Document.
No amendment, modification, termination or waiver of any provision of any Note
shall be effective without the written concurrence of the holder of that Note.
No notice to or demand on any Credit Party in any case shall entitle such Credit
Party or any other Credit Party to any other or further notice or demand in
similar or other circumstances. Any amendment, modification, termination, waiver
or consent effected in accordance with this SECTION 9.2 shall be binding upon
each holder of the Notes at the time outstanding and each future holder of the
Notes.

          Section 9.3   NOTICES.

          Any notice or other communication required shall be in writing
addressed to the respective party as set forth below and may be personally
served, telecopied, sent by overnight courier service or U.S. mail and shall be
deemed to have been given: (a) if delivered in person, when delivered; (b) if
delivered by fax, on the date of transmission if transmitted on a Business Day
before 4:00 p.m. New York Time; (c) if delivered by overnight courier, one (1)
Business Day after delivery to the courier properly addressed; or (d) if
delivered by U.S. mail, four (4) Business Days after deposit with postage
prepaid and properly addressed.

     Notices shall be addressed as follows:

                                        
          If to Borrower Representative or any       c/o Castle Harlan Partners IV, LP
          Credit Party:                              150 East 58th Street, 37th Floor
                                                     New York, New York 10155
                                                     ATTN:  Marcel Fournier and Howard Weiss
                                                     Fax: (212) 207-8042

          

                                     Annex A
                                     Page 99


                                        
          If to Agent or GE Capital:                 GENERAL ELECTRIC CAPITAL
                                                     CORPORATION
                                                     335 Madison Avenue
                                                     12th Floor
                                                     New York, New York 10017
                                                     ATTN: Advanced Accessories Account Officer
                                                     Fax:  (212) 983-8766

          With a copy to:                            GENERAL ELECTRIC CAPITAL CORPORATION
                                                     201 High Ridge Road
                                                     Stamford, Connecticut 06927-5100
                                                     ATTN:  Corporate Financial Services - Global Sponsor
                                                     Finance - General Counsel
                                                     Fax:  (203) 316-7899

                                                     and

                                                     GENERAL ELECTRIC CAPITAL
                                                     CORPORATION
                                                     500 West Monroe Street
                                                     Chicago, Illinois 60661
                                                     ATTN:  Corporate Counsel
                                                      Commercial Finance - Merchant Banking
                                                     Fax: (312) 441-6876

          If to a Lender:                            To the address set forth on the signature page
                                                     hereto or in the applicable Assignment Agreement

          

          Section 9.4   FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

          No failure or delay on the part of Agent or any Lender to exercise,
nor any partial exercise of, any power, right or privilege hereunder or under
any other Loan Documents shall impair such power, right, or privilege or be
construed to be a waiver of any Default or Event of Default. All rights and
remedies existing hereunder or under any other Loan Document are cumulative to
and not exclusive of any rights or remedies otherwise available.

          Section 9.5   MARSHALING; PAYMENTS SET ASIDE.

          Neither Agent nor any Lender shall be under any obligation to marshal
any assets in payment of any or all of the Obligations. To the extent that
Borrowers make payment(s) or Agent enforces its Liens or Agent or any Lender
exercises its right of set-off, and such payment(s) or the proceeds of such
enforcement or set-off is subsequently invalidated, declared to be fraudulent or
preferential, set aside, or required to be repaid by

                                     Annex A
                                    Page 100


anyone, then to the extent of such recovery, the Obligations or part thereof
originally intended to be satisfied, and all Liens, rights and remedies
therefor, shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or set-off had not occurred.

          Section 9.6   SEVERABILITY.

          The invalidity, illegality, or unenforceability in any jurisdiction of
any provision under the Loan Documents shall not affect or impair the remaining
provisions in the Loan Documents.

          Section 9.7   LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF
LENDERS' RIGHTS.

          The obligation of each Lender hereunder is several and not joint and
no Lender shall be responsible for the obligation or commitment of any other
Lender hereunder. In the event that any Lender at any time should fail to make a
Loan as herein provided, the Lenders, or any of them, at their sole option, may
make the Loan that was to have been made by the Lender so failing to make such
Loan. Nothing contained in any Loan Document and no action taken by Agent or any
Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt.

          Section 9.8   HEADINGS.

          Section and subsection headings are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purposes or be given substantive effect.

          Section 9.9   APPLICABLE LAW.

          THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS WHICH DOES NOT
EXPRESSLY SET FORTH APPLICABLE LAW SHALL BE GOVERNED BY AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

          Section 9.10  SUCCESSORS AND ASSIGNS.

          This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns except that Borrowers
may not assign their rights or obligations hereunder without the written consent
of all Lenders.

                                     Annex A
                                    Page 101


          Section 9.11  NO FIDUCIARY RELATIONSHIP; LIMITED LIABILITY.

          No provision in the Loan Documents and no course of dealing between
the parties shall be deemed to create any fiduciary duty owing to Borrowers by
Agent or any Lender. Borrowers agree that neither Agent nor any Lender shall
have liability to Borrowers (whether sounding in tort, contract or otherwise)
for losses suffered by Borrowers in connection with, arising out of, or in any
way related to the transactions contemplated and the relationship established by
the Loan Documents, or any act, omission or event occurring in connection
therewith, unless and to the extent that it is determined that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought as determined by a final non-appealable order by a court of
competent jurisdiction. Neither Agent nor any Lender shall have any liability
with respect to, and Borrowers hereby waive, release and agree not to sue for,
any special, indirect or consequential damages suffered by Borrowers in
connection with, arising out of, or in any way related to the Loan Documents or
the transactions contemplated thereby.

          Section 9.12  CONSTRUCTION.

          Agent, each Lender, Borrowers and each other Credit Party acknowledge
that each of them has had the benefit of legal counsel of its own choice and has
been afforded an opportunity to review the Loan Documents with its legal counsel
and that the Loan Documents shall be construed as if jointly drafted by Agent,
each Lender, Borrowers and each other Credit Party.

          Section 9.13  CONFIDENTIALITY.

          Agent and each Lender agree to exercise their best efforts to keep
confidential any non-public information delivered pursuant to the Loan Documents
by or on behalf of Borrowers and not to disclose such information to Persons
other than to potential assignees or participants or to Persons employed by or
engaged by Agent a Lender or a Lender's assignees or participants including
attorneys, auditors, professional consultants, rating agencies, insurance
industry associations and portfolio management services. The confidentiality
provisions contained in this SECTION 9.13 shall not apply to disclosures (i)
required to be made by Agent or any Lender to any regulatory or governmental
agency or pursuant to legal process or (ii) consisting of general portfolio
information that does not identify Borrowers. The obligations of Agent and
Lenders under this SECTION 9.13 shall supersede and replace the obligations of
Agent and Lenders under any confidentiality agreement in respect of this
financing executed and delivered by Agent or any Lender prior to the date
hereof.

          Section 9.14  CONSENT TO JURISDICTION.

          BORROWERS AND THE OTHER CREDIT PARTIES HEREBY CONSENT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK COUNTY, STATE
OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS

                                     Annex A
                                    Page 102


OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWERS AND THE OTHER CREDIT
PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS
AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. BORROWERS AND THE OTHER CREDIT
PARTIES HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL
SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWERS AND THE OTHER CREDIT PARTIES
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER
REPRESENTATIVE, AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE
SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

          Section 9.15  WAIVER OF JURY TRIAL.

          BORROWERS, THE OTHER CREDIT PARTIES, AGENT AND EACH LENDER HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
BORROWERS, THE OTHER CREDIT PARTIES, AGENT AND EACH LENDER ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO AGENT AND EACH LENDER TO ENTER INTO A
BUSINESS RELATIONSHIP, THAT AGENT AND EACH LENDER HAS RELIED ON THE WAIVER IN
ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THAT AGENT AND
EACH LENDER WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE
DEALINGS. BORROWERS, THE OTHER CREDIT PARTIES, AGENT AND EACH LENDER WARRANT AND
REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS.

          Section 9.16  SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.

          All agreements, representations and warranties made herein shall
survive the execution and delivery of this Agreement, the making of the Loans,
issuances of Letters of Credit and the execution and delivery of the Notes.
Notwithstanding anything in this Agreement or implied by law to the contrary,
the agreements of Borrowers set forth in SECTIONS 1.3(e), 1.8, 1.9 and 9.1 shall
survive the repayment of the Obligations and the termination of this Agreement.

          Section 9.17  ENTIRE AGREEMENT.

          This Agreement, the Notes and the other Loan Documents embody the
entire agreement among the parties hereto and supersede all prior commitments,
agreements, representations, and understandings, whether oral or written,
relating to the subject matter hereof, and may not be contradicted or varied by
evidence of prior, contemporaneous, or subsequent oral agreements or discussions
of the parties hereto. All Exhibits, Schedules and

                                     Annex A
                                    Page 103


Annexes referred to herein are incorporated in this Agreement by reference and
constitute a part of this Agreement.

          Section 9.18  COUNTERPARTS; EFFECTIVENESS.

          This Agreement and any amendments, waivers, consents or supplements
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which counterparts together shall constitute but
one in the same instrument. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.

          Section 9.19  REPLACEMENT OF LENDERS.

          (a)     Within fifteen (15) days after receipt by Borrower
Representative of written notice and demand from any Lender for payment pursuant
to SECTION 1.8 or 1.9 or, as provided in this SECTION 9.19(c) (it being
understood that the below clauses (i) and (ii) under this SECTION 9.19(a) do not
apply to Proposed Changes covered by SECTION 9.19(c)), in the case of certain
refusals by any Lender to consent to certain proposed amendments, modifications,
terminations or waivers with respect to this Agreement that have been approved
by Requisite Lenders, Requisite Revolving Lenders, Supermajority Revolving
Lenders or all affected Lenders, as applicable (any such Lender demanding such
payment or refusing to so consent being referred to herein as an "AFFECTED
LENDER"), Borrowers may, at their option, with respect to any Lender that has so
made a demand pursuant to SECTION 1.8 or 1.9, notify Agent and such Affected
Lender of its intention to do one of the following:

          (i)     Borrowers may obtain, at Borrowers' expense, a
     replacement Lender ("REPLACEMENT LENDER") for such Affected
     Lender, which Replacement Lender shall be reasonably satisfactory
     to Agent. In the event Borrowers obtain a Replacement Lender that
     will purchase all outstanding Obligations owed to such Affected
     Lender and assume its Commitments hereunder and all of its
     obligations and rights under the Lender Risk Allocation Agreement
     within ninety (90) days following notice of Borrowers' intention
     to do so, the Affected Lender shall sell and assign all of its
     rights and delegate all of its obligations under this Agreement
     and the Lender Risk Allocation Agreement to such Replacement
     Lender in accordance with the provisions of SECTION 8.1, PROVIDED
     that Borrowers have reimbursed such Affected Lender for any
     administrative fee payable pursuant to SECTION 8.1 and, in any
     case where such replacement occurs as the result of a demand for
     payment pursuant to SECTION 1.8 or 1.9, paid all amounts required
     to be paid to such Affected Lender pursuant to SECTION 1.8 or 1.9
     through the date of such sale and assignment; or

          (ii)    Borrowers may, with Agent's consent, prepay in full all
     outstanding Obligations owed to such Affected Lender and
     terminate such Affected Lender's Pro Rata Share of the Revolving
     Loan Commitment and Pro

                                     Annex A
                                    Page 104


     Rata Share of the Term Loan Commitment (so long as the
     obligations of such Affected Lender under the Lender Risk
     Allocation Agreement are addressed in a manner acceptable to
     Agent), in which case the Revolving Loan Commitment and Term Loan
     Commitment will be reduced by the amount of such Pro Rata Share.
     Borrowers shall, within ninety (90) days following notice of
     their intention to do so, prepay in full all outstanding
     Obligations owed to such Affected Lender (including, in any case
     where such prepayment occurs as the result of a demand for
     payment for increased costs, such Affected Lender's increased
     costs for which it is entitled to reimbursement under this
     Agreement through the date of such prepayment), and terminate
     such Affected Lender's obligations under the Revolving Loan
     Commitment and Term Loan Commitment.

          (b)     In the case of a Non-Funding Lender pursuant to SECTION
8.5(a), at (i) Borrower Representative's request a Person designated by Borrower
Representative shall have the right with Agent's consent (which consent shall
not be unreasonably withheld or delayed with respect to a Qualified Assignee;
provided that Agent may withhold such consent if the Non-Funding Lender's
obligations under the Lender Risk Allocation Agreement are not assumed by a
Person acceptable to Agent and in a manner acceptable to Agent) or (ii) Agent
shall have the right in Agent's sole discretion (but shall have no obligation),
in each case with respect to clauses (i) and (ii) above, to purchase from any
Non-Funding Lender and each Non-Funding Lender agrees that it shall sell and
assign to such Person or Agent, as applicable, all of the Loans and Commitments
(along with all rights and obligations of such Non-Funding Lender under the
Lender Risk Allocation Agreement) of that Non-Funding Lender for an amount equal
to the principal balance of all Loans held by such Non-Funding Lender and all
accrued interest and Fees with respect thereto through the date of sale, such
purchase and sale to be consummated pursuant to an executed Assignment
Agreement. In the event that Borrower Representative requests that a Non-Funding
Lender be so replaced, Agent will use commercially reasonable efforts to assist
the Borrowers in finding a Lender to so replace such Non-Funding Lender.

          (c)     If, in connection with any proposed amendment, modification,
waiver or termination pursuant to SECTION 9.2 (a "PROPOSED CHANGE"):

          (i)     requiring the consent of all affected Lenders, the
     consent of Requisite Lenders is obtained, but the consent of
     other Lenders whose consent is required is not obtained (any such
     Lender whose consent is not obtained as described in this clause
     (i) and in clause (ii) below being referred to as a
     "NON-CONSENTING LENDER"), or

          (ii)    requiring the consent of Supermajority Revolving
     Lenders, the consent of Requisite Revolving Lenders is obtained,
     but the consent of Supermajority Revolving Lenders is not
     obtained,

then, so long as Agent is not a Non-Consenting Lender, (x) at Borrower
Representative's request, a Person designated by Borrower Representative which
Person is reasonably

                                     Annex A
                                    Page 105


acceptable to Agent shall have the right with Agent's consent (which consent
shall not be unreasonably withheld or delayed with respect to a Qualified
Assignee; provided that Agent may withhold such consent if the Non-Consenting
Lender's obligations under the Lender Risk Allocation Agreement are not assumed
by a Person acceptable to Agent and in a manner acceptable to Agent) and (y)
Agent shall have the right in Agent's sole discretion (but shall have no
obligation) to purchase from such Non-Consenting Lenders, and, with respect to
each of clause (i) and (ii) above, such Non-Consenting Lenders agree that they
shall, upon Agent's request, sell and assign to such Person or Agent, all of the
Loans and Commitments of such Non-Consenting Lenders for an amount equal to the
principal balance of all Loans held by the Non-Consenting Lenders and all
accrued interest and Fees with respect thereto through the date of sale, such
purchase and sale to be consummated pursuant to an executed Assignment
Agreement.

          Section 9.20  DELIVERY OF TERMINATION STATEMENTS AND MORTGAGE
RELEASES.

          Upon payment in full in cash and performance of all of the Obligations
(other than indemnification Obligations), termination of the Commitments and a
release of all claims against Agent and Lenders, and so long as no suits,
actions proceedings, or claims are pending or threatened against any Indemnitee
asserting any damages, losses or liabilities that are indemnified liabilities
hereunder, Agent shall deliver to Borrower Representative termination
statements, mortgage releases and other documents necessary or appropriate to
evidence the termination of the Liens securing payment of the Obligations.

          If a Credit Party sells, transfers or otherwise disposes of any assets
or property in accordance with SECTION 3.7, the Agent will, upon such Credit
Party's request and at such Credit Party's expense, execute and deliver to such
Credit Party such documents, UCC and other releases with respect to such assets
or property as such Credit Party shall reasonably request to evidence the
release of its Lien on such assets or property, all without any representation,
warranty or recourse whatsoever.

          Section 9.21  INTENTIONALLY RESERVED.

          Section 9.22  JOINT AND SEVERAL OBLIGATIONS REGARDING CANADA.

          Notwithstanding any other provision contained in this Agreement or any
other Loan Document, if a "secured creditor" (as that term is defined under the
Bankruptcy and Insolvency Act (Canada)) is determined by a court of competent
jurisdiction in Canada not to include a Person to whom obligations are owed on a
joint or joint and several basis, then the Obligations of each of the Credit
Parties organized under the laws of Canada or a province or territory thereof,
to the extent such Obligations are secured, only shall be several obligations
and not joint or joint and several.

          Section 9.23  EUROPEAN/QUEBEC FINANCIAL ASSISTANCE LIMITATION.

          Notwithstanding any other provision of this Agreement, any indemnities
by, or obligations of, the European Borrower or any other Non-US Credit Party
incorporated under

                                     Annex A
                                    Page 106


the laws of any European jurisdiction or Quebec shall only be legally binding on
the European Borrower or such other Non-US Credit Party insofar as the same will
not be in violation of the prohibition on financial assistance contained in the
Dutch Civil Code or any other applicable European or Quebec law and all
provisions hereof shall be construed accordingly.

          Section 9.24  REAFFIRMATION OF ORIGINAL LOAN DOCUMENTS.

          Each Credit Party hereby reaffirms its obligations under each Original
Loan Document, as amended, supplemental or otherwise modified by this Agreement
and by the other Loan Documents (as hereinafter defined) delivered on the date
hereof. Each Credit Party further agrees that each such Original Loan Document
shall remain in full force and effect following the execution and delivery of
this Agreement and that all references to the "Credit Agreement" in such
Original Loan Documents shall be deemed to refer to this Agreement. Without
limiting the foregoing, Sportrack Accessories Inc. recognizes and agrees that
the pledge of the debenture in the principal amount of Cdn.$75,000,000 dated
April 15, 2003 made payable to Agent (the "REAFFIRMED CANADIAN DEBENTURE"), as
such pledge is contemplated in the pledge of debenture agreement dated April 15,
2003 between Sportrack Accessories Inc., Agent and the Lenders, (the "REAFFIRMED
CANADIAN PLEDGE AGREEMENT"), guarantees and shall continue to guarantee the
Obligations of Sportrack Accessories Inc., and for more certainty and for all
intended purposes repledges the Reaffirmed Canadian Debenture in favor of Agent
and the Lenders in guarantee of such Obligations, such new pledge to be governed
by the terms of the Reaffirmed Canadian Pledge Agreement

                                   SECTION 10
                           US BORROWER CROSS-GUARANTY

          Section 10.1  US BORROWER CROSS-GUARANTY.

          Each US Borrower (but not the European Borrower) hereby agrees that
such Borrower is jointly and severally liable for, and hereby absolutely and
unconditionally guarantees to Agent and Lenders and their respective successors
and assigns, the full and prompt payment (whether at stated maturity, by
acceleration or otherwise) and performance of, all Obligations owed or hereafter
owing to Agent and Lenders by each other Borrower. Each such US Borrower agrees
that its guaranty obligation hereunder is a continuing guaranty of payment and
performance and not of collection, that its obligations under this SECTION 10
shall not be discharged until payment and performance, in full, of the
Obligations has occurred, and that its obligations under this SECTION 10 shall
be absolute and unconditional, irrespective of, and unaffected by,

          (a)     the genuineness, validity, regularity, enforceability or any
future amendment of, or change in, this Agreement, any other Loan Document or
any other agreement, document or instrument to which any Borrower is or may
become a party;

                                     Annex A
                                    Page 107


          (b)     the absence of any action to enforce this Agreement (including
this SECTION 10) or any other Loan Document or the waiver or consent by Agent
and Lenders with respect to any of the provisions thereof;

          (c)     the existence, value or condition of, or failure to perfect
its Lien against, any security for the Obligations or any action, or the absence
of any action, by Agent and Lenders in respect thereof (including the release of
any such security);

          (d)     the insolvency of any Credit Party; or

          (e)     any other action or circumstances that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor.

Each such US Borrower shall be regarded, and shall be in the same position, as
principal debtor with respect to the Obligations guaranteed hereunder.

          Section 10.2  WAIVERS BY US BORROWERS.

          Each US Borrower expressly waives all rights it may have now or in the
future under any statute, or at common law, or at law or in equity, or
otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect
of the Obligations guaranteed hereunder against any other Credit Party, any
other party or against any security for the payment and performance of the
Obligations before proceeding against, or as a condition to proceeding against,
such Borrower. It is agreed among each Borrower, Agent and Lenders that the
foregoing waivers are of the essence of the transaction contemplated by this
Agreement and the other Loan Documents and that, but for the provisions of this
SECTION 10 and such waivers, Agent and Lenders would decline to enter into this
Agreement.

          Section 10.3  BENEFIT OF GUARANTY.

          Each Borrower agrees that the provisions of this SECTION 10 are for
the benefit of Agent and Lenders and their respective successors, transferees,
endorsees and assigns, and nothing herein contained shall impair, as between any
other Borrower and Agent or Lenders, the obligations of such other Borrower
under the Loan Documents.

          Section 10.4  WAIVER OF SUBROGATION, ETC.

          Notwithstanding anything to the contrary in this Agreement or in any
other Loan Document, and except as set forth in SECTION 10.7 and except with
respect to the intercompany loans permitted by SECTIONS 3.1(b) and (c), each US
Borrower hereby expressly and irrevocably waives any and all rights at law or in
equity to subrogation, reimbursement, exoneration, contribution, indemnification
or set off and any and all defenses available to a surety, guarantor or
accommodation co-obligor. Each Borrower acknowledges and agrees that this waiver
is intended to benefit Agent and Lenders and shall not limit or otherwise affect
such Borrower's liability hereunder or the enforceability of this SECTION 10,
and that Agent, Lenders and their respective successors and assigns are intended
third party beneficiaries of the waivers and agreements set forth in this
SECTION 10.4.

                                     Annex A
                                    Page 108


          Section 10.5  ELECTION OF REMEDIES.

          If Agent or any Lender may, under applicable law, proceed to realize
its benefits under any of the Loan Documents giving Agent or such Lender a Lien
upon any Collateral, whether owned by any Borrower or by any other Person,
either by judicial foreclosure or by non-judicial sale or enforcement, Agent or
any Lender may, at its sole option, determine which of its remedies or rights it
may pursue without affecting any of its rights and remedies under this SECTION
10. If, in the exercise of any of its rights and remedies, Agent or any Lender
shall forfeit any of its rights or remedies, including its right to enter a
deficiency judgment against any Borrower or any other Person, whether because of
any applicable laws pertaining to "election of remedies" or the like, each
Borrower hereby consents to such action by Agent or such Lender and waives any
claim based upon such action, even if such action by Agent or such Lender shall
result in a full or partial loss of any rights of subrogation that each Borrower
might otherwise have had but for such action by Agent or such Lender. Any
election of remedies that results in the denial or impairment of the right of
Agent or any Lender to seek a deficiency judgment against any Borrower shall not
impair any other Borrower's obligation to pay the full amount of the
Obligations. In the event Agent or any Lender shall bid at any foreclosure or
trustee's sale or at any private sale permitted by law or the Loan Documents,
Agent or such Lender may bid all or less than the amount of the Obligations and
the amount of such bid need not be paid by Agent or such Lender but shall be
credited against the Obligations. The amount of the successful bid at any such
sale, whether Agent, Lender or any other party is the successful bidder, shall
be conclusively deemed to be the fair market value of the Collateral and the
difference between such bid amount and the remaining balance of the Obligations
shall be conclusively deemed to be the amount of the Obligations guaranteed
under this SECTION 10, notwithstanding that any present or future law or court
decision or ruling may have the effect of reducing the amount of any deficiency
claim to which Agent or any Lender might otherwise be entitled but for such
bidding at any such sale.

          Section 10.6  LIMITATION.

          Notwithstanding any provision herein contained to the contrary, each
Borrower's liability under this SECTION 10 (which liability is in any event in
addition to amounts for which such Borrower is primarily liable under SECTION 1)
shall be limited to an amount not to exceed as of any date of determination the
greater of:

          (a)     the net amount of all Loans advanced to any other Borrower
under this Agreement and then re-loaned or otherwise transferred to, or for the
benefit of, such Borrower; and

          (b)     the amount that could be claimed by Agent and Lenders from
such Borrower under this SECTION 10 without rendering such claim voidable or
avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any
applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act or similar (domestic or foreign) statute or common law after taking into
account, among other things, such

                                     Annex A
                                    Page 109


Borrower's right of contribution and indemnification from each other Borrower
under SECTION 10.7.

          Section 10.7  CONTRIBUTION WITH RESPECT TO GUARANTY OBLIGATIONS.

          To the extent that any Borrower shall make a payment under this
SECTION 10 of all or any of the Obligations (other than Loans made to that
Borrower for which it is primarily liable) (a "GUARANTOR PAYMENT") that, taking
into account all other Guarantor Payments then previously or concurrently made
by any other Borrower, exceeds the amount that such Borrower would otherwise
have paid if each Borrower had paid the aggregate Obligations satisfied by such
Guarantor Payment in the same proportion that such Borrower's "Allocable Amount"
(as defined below) (as determined immediately prior to such Guarantor Payment)
bore to the aggregate Allocable Amounts of each of the Borrowers as determined
immediately prior to the making of such Guarantor Payment, then, following
indefeasible payment in full in cash of the Obligations and termination of the
Commitments, such Borrower shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each other Borrower for the
amount of such excess, pro rata based upon their respective Allocable Amounts in
effect immediately prior to such Guarantor Payment.

          (a)     As of any date of determination, the "ALLOCABLE AMOUNT" of any
Borrower shall be equal to the maximum amount of the claim that could then be
recovered from such Borrower under this SECTION 10 without rendering such claim
voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or
under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent
Conveyance Act or similar statute or common law.

          (b)     This SECTION 10.7 is intended only to define the relative
rights of Borrowers and nothing set forth in this SECTION 10.7 is intended to or
shall impair the obligations of Borrowers, jointly and severally, to pay any
amounts as and when the same shall become due and payable in accordance with the
terms of this Agreement, including SECTION 10.1. Nothing contained in this
SECTION 10.7 shall limit the liability of any Borrower to pay the Loans made
directly or indirectly to that Borrower and accrued interest, Fees and expenses
with respect thereto for which such Borrower shall be primarily liable.

          (c)     The parties hereto acknowledge that the rights of contribution
and indemnification hereunder shall constitute assets of the Borrower to which
such contribution and indemnification is owing.

          (d)     The rights of the indemnifying Borrowers against other Credit
Parties under this SECTION 10.7 shall be exercisable upon the full and
indefeasible payment of the Obligations and the termination of the Commitments.

          Section 10.8  LIABILITY CUMULATIVE.

          The liability of Borrowers under this SECTION 10 is in addition to and
shall be cumulative with all liabilities of each Borrower to Agent and Lenders
under this Agreement

                                     Annex A
                                    Page 110


and the other Loan Documents to which such Borrower is a party or in respect of
any Obligations or obligation of the other Borrower, without any limitation as
to amount, unless the instrument or agreement evidencing or creating such other
liability specifically provides to the contrary.

                                     Annex A
                                    Page 111


          Witness the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.

                                     BORROWERS:

                                      SPORTRACK, LLC


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

                                      VALLEY INDUSTRIES, LLC


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

                                      BRINK B.V.


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

                                     Annex A
                                    Page 112



                               OTHER CREDIT PARTIES:


                                      CHAAS HOLDINGS, LLC


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


                                      CHAAS ACQUISITIONS, LLC


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

                                      ADVANCED ACCESSORY SYSTEMS, LLC


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


                                      AAS ACQUISITIONS, LLC


                                      By:    /s/ Sylvia Rosen
                                             -----------------------------------
                                      Name:    Sylvia Rosen
                                               ---------------------------------
                                      Title:   Secretary
                                               ---------------------------------


                                      CHAAS HOLDINGS B.V.

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

                                     Annex A
                                    Page 113


                                      Title:
                                               ---------------------------------


                                      SPORTRACK ACCESSORIES INC.


                                      By:    /s/ Terence C. Seikel
                                             -----------------------------------
                                      Name:    Terence C. Seikel
                                               ---------------------------------
                                      Title:   President
                                               ---------------------------------

                                      SPORTRACK GMBH


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

                                      VALTEK, LLC


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

                                      CHAAS HOLDINGS III B.V.


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

                                     Annex A
                                    Page 114


                                      AAS CAPITAL CORPORATION


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

                                      NOMADIC SPORT INC.


                                      By:    /s/ Terence C. Seikel
                                             -----------------------------------
                                      Name:    Terence C. Seikel
                                               ---------------------------------
                                      Title:   President
                                               ---------------------------------

                                     Annex A
                                    Page 115


                                      SPORTRACK S.R.O.


                                      By:    /s/ Sasha Stepanova
                                             -----------------------------------
                                      Name:    Sasha Stepanova
                                               ---------------------------------
                                      Title:   (on the basis of a power of
                                               attorney granted by sportrack
                                               s.r.o. on 13.5.2003)
                                               ---------------------------------

                                      SPORTRACK IBERICA AUTOMOTIVE, S.L.
                                      UNIPERSONAL


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

                                      BRINK INTERNATIONAL B.V.


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


                                      BRINK SVERIGE AB


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


                                      BRINK U.K. LIMITED


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

                                     Annex A
                                    Page 116


                                      BRINK NORDISK HOLDINGS APS


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


                                      BRINK POLSKA SP Z.O.O.


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


                                      BRINK FRANCE S.A.R.L.


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


                                      ELLEBI S.R.L.


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


                                      NORDISK KOMPONENT HOLDINGS A/S


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

                                     Annex A
                                    Page 117


                                      SOCIETE DE FABRICATION
                                      D'EQUIPEMENTS ET D'ACCESSOIRES SA


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


                                      BRINK TREKHAKEN B.V.


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


                                      BRINK A/S


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

                                      SCI L'ELMONTAISE


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


                                      CHAAS HOLDINGS II B.V.


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

                                     Annex A
                                    Page 118


                               AGENT AND INTIAL LENDER:

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      as Agent and a Lender


                                      By:    /s/ Frederick T. Yanni
                                             -----------------------------------
                                             Its Duly Authorized Signatory

                                     Annex A
                                    Page 119

EX-10.3

                                                                    EXHIBIT 10.3

                               SECURITY AGREEMENT

          SECURITY AGREEMENT, dated as of April 15, 2003, among CHAAS
Acquisitions, LLC, a Delaware limited liability company ("CHAAS Acquisitions"),
Advanced Accessory Systems, LLC, a Delaware limited liability company ("AAS"),
Valley Industries, LLC, a Delaware limited liability company ("Valley"),
SportRack, LLC, a Delaware limited liability company ("SR LLC"), AAS Capital
Corporation, a Delaware corporation ("AASC"), ValTek, LLC, a Delaware limited
liability company ("ValTek"), AAS Acquisitions, LLC, a Delaware limited
liability company ("AAS Acquisitions") (each of CHAAS Acquisitions, AAS, Valley,
SR LLC, AASC, ValTek and AAS Acquisitions are referred to herein individually as
"Grantor" and collectively as "Grantors"), and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, in its capacity as Agent for Lenders.

                              W I T N E S S E T H:

          WHEREAS, pursuant to that certain Credit Agreement dated as of the
date hereof by and among Borrowers, the Persons named therein as Credit Parties,
Agent and Lenders (including all annexes, exhibits and schedules thereto, and as
from time to time amended, restated, supplemented or otherwise modified, the
"Credit Agreement"), Lenders have agreed to make the Loans and to incur Letter
of Credit Obligations on behalf of the Borrowers;

          WHEREAS, pursuant to that certain Guaranty dated as of the date hereof
(the "Guaranty") executed by certain of the Grantors in favor of Agent and the
Lenders, such Grantors agreed to guarantee payment of the Obligations (as
defined in the Credit Agreement);

          WHEREAS, in order to induce Agent and Lenders to enter into the Credit
Agreement and the other Loan Documents and to induce Lenders to make the Loans
and to incur Letter of Credit Obligations as provided for in the Credit
Agreement, each Grantor has agreed to grant a continuing Lien on the Collateral
(as hereinafter defined) to secure the Obligations and the Guaranteed
Obligations (as such term is defined in the Guaranty);

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

          1.   DEFINED TERMS.

               (a)  All capitalized terms used but not otherwise defined herein
     have the meanings given to them in the Credit Agreement or in Annex A
     thereto. All other terms contained in this Security Agreement, unless the
     context indicates otherwise,



     have the meanings provided for by the Code to the extent the same are used
     or defined therein.

               (b)  "Uniform Commercial Code jurisdiction" means any
     jurisdiction that has adopted all or substantially all of Article 9 as
     contained in the 2000 Official Text of the Uniform Commercial Code, as
     recommended by the National Conference of Commissioners on Uniform State
     Laws and the American Law Institute, together with any subsequent
     amendments or modifications to the Official Text.

          2.   GRANT OF LIEN.

               (a)  To secure the prompt and complete payment, performance and
     observance of all of the Obligations and the Guaranteed Obligations
     (together, the "Secured Obligations") and all renewals, extensions,
     restructurings and refinancings thereof, each Grantor hereby grants,
     assigns, conveys, mortgages, pledges, hypothecates and transfers to Agent,
     for itself and the benefit of Lenders, a Lien upon all of its right, title
     and interest in, to and under all personal property and other assets,
     whether now owned by or owing to, or hereafter acquired by or arising in
     favor of such Grantor (including under any trade names, styles or
     derivations thereof), and whether owned or consigned by or to, or leased
     from or to, such Grantor, and regardless of where located (all of which
     being hereinafter collectively referred to as the "Collateral"), including:

                    (i)     all Accounts;

                    (ii)    all Chattel Paper;

                    (iii)   all Documents;

                    (iv)    all General Intangibles (including payment
          intangibles and Software);

                    (v)     all Goods (including Inventory, Equipment and
          Fixtures);

                    (vi)    all Instruments;

                    (vii)   all Investment Property;

                    (viii)  all Deposit Accounts (as such term is defined in the
          Code) of such Grantor, including Blocked Accounts (as defined in
          Section 6 below), Concentration Accounts (as defined in Section 6
          below), Disbursement Accounts, and all other bank accounts and all
          deposits therein;

                    (ix)    all money, cash or cash equivalents of such Grantor;

                                       -2-


                    (x)     all Supporting Obligations and Letter-of Credit
          Rights of such Grantor;

                    (xi)    all Commercial Tort Claims; and

                    (xii)   to the extent not otherwise included, all Proceeds,
          tort claims, insurance claims and other rights to payment not
          otherwise included in the foregoing and products of the foregoing and
          all accessions to, substitutions and replacements for, and rents and
          profits of, each of the foregoing.

               (b)  In addition, to secure the prompt and complete payment,
     performance and observance of the Secured Obligations and in order to
     induce Agent and Lenders as aforesaid, each Grantor hereby grants to Agent,
     for itself and the benefit of Lenders, a right of setoff against the
     property of such Grantor held by Agent or any Lender, consisting of
     property described above in Section 2(a) now or hereafter in the possession
     or custody of or in transit to Agent or any Lender, for any purpose,
     including safekeeping, collection or pledge, for the account of such
     Grantor, or as to which such Grantor may have any right or power.

               (c)  Notwithstanding subsection 2(a) hereof, the grant of Liens
     under such subsection shall not extend to (provided that the term
     "Collateral" shall include the Proceeds thereof), any contract, lease,
     Chattel Paper, computer programs, computer software, licenses, permits and
     other agreements and General Intangibles that are now or hereafter held by
     any Grantor as licensee, lessee or otherwise, to the extent that such
     contract, lease, Chattel Paper, computer programs, computer software,
     licenses, permits and other agreements and General Intangibles are not
     assignable or capable of being encumbered as a matter of law or under the
     terms of the contract, license, lease or other agreement applicable thereto
     or without constituting a default thereunder, without the consent and/or
     waiver of the licensor or lessor thereof or other applicable party thereto
     (collectively, the "Restricted Assets"); PROVIDED that this sentence shall
     not limit the grant of any Lien or security interest on any Restricted
     Asset to the extent that the UCC or any other applicable law provides that
     such grant of Lien or security interest is effective irrespective of any
     prohibitions to such grant provided in the underlying contract, license,
     lease or other agreement. Each Grantor represents and warrants that as of
     the Closing Date it does not own any Restricted Assets that would impair,
     in any material respect, the Agent's ability to sell or otherwise transfer
     the business of any Grantor as a going concern. Each Grantor covenants not
     to acquire any Restricted Assets (or acquire a series of related Restricted
     Assets) if such acquisition (or series of related acquisitions) would
     impair, in any material respect, the Agent's ability to sell or otherwise
     transfer the business of any Grantor as a going concern.

               (d)  Notwithstanding subsection 2(a) hereof, for purposes of the
     Trademarks Act (Canada) only, each Grantor's grant of security in
     trademarks (as such term is defined in the Trademarks Act (Canada))
     hereunder shall be limited to a

                                       -3-


     grant by such Grantor of a security interest in all such Grantor's right,
     title and interest in such trademarks.

          3.   AGENT'S AND LENDERS' RIGHTS; LIMITATIONS ON AGENT'S AND LENDERS'
OBLIGATIONS.

               (a)  It is expressly agreed by each Grantor that, anything herein
     or in any other Loan Document to the contrary notwithstanding, each Grantor
     shall remain liable under each of its respective Contractual Obligations,
     including all Licenses, to observe and perform all the conditions and
     obligations to be observed and performed by it thereunder. Neither Agent
     nor any Lender shall have any obligation or liability (other than as a
     result of Agent's or any Lender's own gross negligence or willful
     misconduct) under any Contractual Obligation by reason of or arising out of
     this Security Agreement or any other Loan Document or the granting herein
     of a Lien thereon or the receipt by Agent or any Lender of any payment
     relating to any Contractual Obligation pursuant hereto. Neither Agent nor
     any Lender shall be required or obligated in any manner to perform or
     fulfill any of the obligations of any Grantor under or pursuant to any
     Contractual Obligation, or to make any payment, or to make any inquiry as
     to the nature or the sufficiency of any payment received by it or the
     sufficiency of any performance by any party under any Contractual
     Obligation, or to present or file any claims, or to take any action to
     collect or enforce any performance or the payment of any amounts which may
     have been assigned to it or to which it may be entitled at any time or
     times.

               (b)  At any time after an Event of Default has occurred and is
     continuing, upon notice to the Grantors, Agent may notify each Grantor's
     Account Debtors and all other Persons obligated on any of the Collateral
     that Agent has a security interest therein, and that payments shall be made
     directly to Agent, for itself and the benefit of Lenders, and upon the
     request of Agent, each Grantor shall so notify its Account Debtors and
     other Persons obligated on the Collateral. Once any such notice has been
     given to any Account Debtor or other Person obligated on the Collateral and
     so long as an Event of Default is continuing, none of the Grantors shall
     give any contrary instructions to such Account Debtor or other Person
     without Agent's prior written consent, which shall not be unreasonably
     withheld.

               (c)  Upon the prior consent of Grantor, which consent shall not
     be unreasonably withheld, or without such consent after the occurrence and
     during the continuance of a Default or Event of Default, Agent may at any
     time in Agent's own name, in the name of a nominee of Agent or in the name
     of any Grantor communicate (by mail, telephone, facsimile or otherwise)
     with Account Debtors, parties to Contractual Obligations and obligors in
     respect of Instruments to verify with such Persons, to Agent's
     satisfaction, the existence, amount, terms of, and any other matter
     relating to, Accounts, Instruments, Chattel Paper and/or payment
     intangibles. If a Default or Event of Default shall have occurred and be
     continuing, each Grantor, at its own expense, shall cause the independent
     certified public accountants then engaged

                                       -4-


     by such Grantor to prepare and deliver to Agent at any time and from time
     to time promptly upon Agent's request the following reports with respect to
     such Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all
     Accounts; (iii) trial balances; and (iv) a test verification of such
     Accounts as Agent may reasonably request. Each Grantor, at its own expense,
     shall deliver to Agent the results of each physical verification, if any,
     which such Grantor may in its discretion have made, or caused any other
     Person to have made on its behalf, of all or any portion of its Inventory.

          4.   REPRESENTATIONS AND WARRANTIES. Each Grantor, jointly and
severally, represents and warrants that:

               (a)  Each Grantor has rights in and the power to transfer each
     item of the Collateral upon which it purports to grant a Lien hereunder,
     free and clear of any and all Liens other than Permitted Encumbrances.

               (b)  No effective security agreement, financing statement,
     equivalent security or Lien instrument or continuation statement covering
     all or any part of the Collateral is on file or of record in any public
     office, except such as may have been filed (i) by any Grantor in favor of
     Agent pursuant to this Security Agreement or the other Loan Documents, and
     (ii) in connection with any other Permitted Encumbrances.

               (c)  This Security Agreement is effective to create a valid and
     continuing Lien on and, upon the filing of the appropriate financing
     statements listed on SCHEDULE I hereto, a perfected Lien in favor of Agent,
     for itself and the benefit of Lenders, on the Collateral with respect to
     which a Lien may be perfected by filing pursuant to the Code. Such Lien is
     prior to all other Liens, except Permitted Encumbrances that would be prior
     to Liens in favor of Agent for the benefit of Agent and Lenders as a matter
     of law, and is enforceable as such as against any and all creditors of and
     purchasers from any of the Grantors (other than purchasers and lessees of
     Inventory in the ordinary course of business and nonexclusive licensees of
     General Intangibles in the ordinary course of business). Except as set
     forth in Sections 4(d) and 4(h) hereof, all action by each of the Grantors
     necessary or desirable to protect and perfect such Lien on each item of the
     Collateral has been duly taken. None of the Grantors sells any Inventory to
     any Person on approval or on any other basis which entitles the customer to
     return (other than returns of defective products), or which may obligate
     any Grantor to repurchase, such Inventory. No authorization, approval or
     consent is required to be obtained from any Governmental Authority or other
     Person for the grant of the security interest herein, the perfection
     thereof or the exercise by Agent of its rights and remedies hereunder.

               (d)  SCHEDULE II hereto lists all Stock, Instruments, Documents,
     Letter of Credit Rights and Chattel Paper in which each Grantor has an
     interest as of the date hereof. All actions by each Grantor necessary or
     desirable to protect and perfect the Lien of Agent on each item set forth
     on SCHEDULE II (including the delivery

                                       -5-


     of all originals thereof to Agent and the legending of all Chattel Paper as
     required by Section 5(b) hereof) have been duly taken. The Lien of Agent,
     for the benefit of Agent and Lenders, on the Collateral listed on Schedule
     II hereto is prior to all other Liens, except Permitted Encumbrances that
     would be prior to the Liens in favor of Agent as a matter of law, and is
     enforceable as such against any and all creditors of and purchasers from
     each Grantor.

               (e)  Each Grantor's name as it appears in official filings in the
     state of its incorporation or other organization, all prior names of each
     Grantor, as they appeared from time to time in official filings in the
     state of its incorporation or other organization, the type of entity of
     each Grantor (including corporation, partnership, limited partnership or
     limited liability company), organizational identification number issued by
     each Grantor's state of incorporation or organization or a statement that
     no such number has been issued, each Grantor's state of organization or
     incorporation, the location of each Grantor's chief executive office,
     principal place of business, other offices, all warehouses, consignees and
     processors with whom Inventory is stored or located and other premises
     where Collateral is stored or located, and the locations of each Grantor's
     books and records concerning the Collateral are set forth on SCHEDULE
     III(a), SCHEDULE III(b), SCHEDULE III(c), SCHEDULE III(d), SCHEDULE III(e),
     SCHEDULE III(f) and SCHEDULE III(g) hereto, as applicable. SCHEDULE III(a),
     SCHEDULE III(b), SCHEDULE III(c), SCHEDULE III(d), SCHEDULE III(e),
     SCHEDULE III(f) and SCHEDULE III(g) hereto, as applicable, also set forth
     the name as it appears in official filings in the state of its
     incorporation or other organization of any Person from whom each Grantor,
     as the case may be, has acquired assets during the past five (5) years,
     other than assets acquired in the ordinary course of such Grantor's
     business. Each Grantor has only one state of incorporation or organization.

               (f)  With respect to the Accounts, except as specifically
     disclosed on the most recent US Borrowing Base Certificate or other
     collateral report delivered to Agent (i) they represent bona fide sales or
     leases of Inventory or rendering of services to Account Debtors in the
     ordinary course of each Grantor's business and are not evidenced by a
     judgment, Instrument or Chattel Paper (unless such Instrument or Chattel
     Paper is promptly delivered to Agent); (ii) there are no setoffs, claims or
     disputes existing or to the knowledge of such Grantor asserted with respect
     thereto and none of the Grantors has made any agreement with any of its
     Account Debtors for any extension of time for the payment thereof, any
     compromise or settlement for less than the full amount thereof, any release
     of any of its Account Debtors from liability therefor, or any deduction
     therefrom except a discount or allowance allowed by any Grantor in the
     ordinary course of its business for prompt payment and disclosed to Agent;
     (iii) to each Grantor's knowledge, there are no facts, events or
     occurrences which in any way impair the validity or enforceability thereof
     or could reasonably be expected to reduce the amount payable thereunder as
     shown on such Grantor's books and records and any invoices, statements and
     US Borrowing Base Certificate or other collateral report delivered to Agent
     and Lenders with respect thereto; (iv) none of the Grantors has received
     any notice of proceedings or actions which are threatened or

                                       -6-


     pending against any of its Account Debtors which might result in any
     adverse change in such Account Debtor's financial condition; and (v) none
     of the Grantors has knowledge that any of its Account Debtors is unable
     generally to pay its debts as they become due. Further, with respect to the
     Accounts (x) the amounts shown on all invoices, statements, US Borrowing
     Base Certificates and collateral reports which may be delivered to Agent
     with respect thereto are actually and absolutely owing to the Grantor as
     indicated thereon and are not in any way contingent; (y) no payments have
     been or shall be made thereon except payments immediately delivered to the
     Blocked Accounts (as defined in Section 6 below) or Agent; and (z) to each
     Grantor's knowledge, all of its Account Debtors have the capacity to
     contract.

               (g)  With respect to any Inventory scheduled or listed on the
     most recent US Borrowing Base Certificate or other collateral report
     delivered to Agent with respect to any assets owned by a US Credit Party
     pursuant to the terms of this Security Agreement or the Credit Agreement
     (i) such Inventory is located at one of the locations set forth on SCHEDULE
     III(a), SCHEDULE III(b), SCHEDULE III(c), SCHEDULE III(d), SCHEDULE III(e),
     SCHEDULE III(f) or SCHEDULE III(g) hereto, as applicable, (ii) no Inventory
     is now, or shall at any time or times hereafter be stored at any other
     location, except (a) as otherwise permitted hereunder, (b) such Inventory
     to the extent that it is sold or otherwise disposed of in accordance with
     Section 3.7 of the Credit Agreement, (c) such Inventory to the extent that
     it is being shipped to customers, (d) such Inventory to the extent that it
     is in the possession of Agent, or (e) to the extent that the Agent consents
     in writing such Inventory that is located at any other location within the
     continental United States or Canada, PROVIDED that upon obtaining Agent's
     consent the applicable Grantor will concurrently therewith use its
     commercially reasonable efforts to obtain, to the extent required by, and
     in accordance with the terms of, the Credit Agreement, bailee, landlord and
     mortgagee agreements, (iii) each Grantor has good, indefeasible and
     merchantable title to its Inventory and such Inventory is not subject to
     any Lien or security interest or document whatsoever except for the Lien
     granted to Agent, for the benefit of Agent and Lenders, and except for
     Permitted Encumbrances, (iv) except as specifically disclosed in the most
     recent US Borrowing Base Certificate or other collateral report delivered
     to Agent, such Inventory is Eligible Inventory of good and merchantable
     quality, free from any defects except for immaterial portions thereof, (v)
     such Inventory is not subject to any licensing, patent, royalty, trademark,
     trade name or copyright agreements with any third parties which would
     require any consent of any third party upon sale or other disposition of
     that Inventory or the payment of any monies to any third party upon such
     sale or other disposition, and (vi) the completion of manufacture, sale or
     other disposition of such Inventory by Agent following an Event of Default
     shall not require the consent of any Person and shall not constitute a
     breach or default under any contract or agreement to which any Grantor is a
     party or to which such property is subject.

               (h)  None of the Grantors has any interest in, or title to, any
     Patent, Trademark or Copyright except as set forth in Schedule 5.6 of the
     Credit Agreement.

                                       -7-


     This Security Agreement is effective to create a valid and continuing Lien
     on and, upon filing of the Copyright Security Agreements with the United
     States Copyright Office and filing of the Patent Security Agreements and
     the Trademark Security Agreements with the United States Patent and
     Trademark Office, perfected Liens in favor of Agent on each Grantor's
     federally registered Patents, Trademarks and Copyrights and such perfected
     Liens are enforceable as such as against any and all creditors of and
     purchasers from any Grantor. Upon filing of the Copyright Security
     Agreements with the United States Copyright Office and filing of the Patent
     Security Agreements and the Trademark Security Agreements with the United
     States Patent and Trademark Office and the filing of appropriate financing
     statements listed on SCHEDULE I hereto, all action necessary or desirable
     to protect and perfect Agent's Lien on each Grantor's federally registered
     Patents, Trademarks or Copyrights shall have been duly taken.

               (i)  All motor vehicles owned by each of the Grantors as of the
     date hereof are listed on SCHEDULE IV hereto, by model, model year and
     vehicle identification number ("VIN"). Each Grantor shall deliver to Agent
     motor vehicle title certificates for all motor vehicles from time to time
     owned by it and shall cause those title certificates to be filed (with
     Agent's Lien noted thereon) in the appropriate state motor vehicle filing
     office at any time (i) after the aggregate value of all motor vehicles
     owned by the Grantors exceeds $250,000 or (ii) upon written request by
     Agent, after the occurrence and during the continuance of an Event of
     Default.

               (j)  As of the date hereof, the Grantors do not own any
     Commercial Tort Claims the aggregate value of which exceed $250,000.

          5.   COVENANTS. Without limiting any Grantor's covenants and
agreements contained in the Credit Agreement and the other Loan Documents, each
Grantor covenants and agrees with Agent, for the benefit of Agent and Lenders,
that from and after the date of this Security Agreement and until the
Termination Date:

               (a)  FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS; CHATTEL PAPER.

                    (i)     At any time and from time to time, upon the written
          request of Agent and at the sole expense of such Grantor, such Grantor
          shall promptly and duly execute and deliver any and all such further
          instruments and documents and take such further actions as Agent may
          deem necessary to obtain the full benefits of this Security Agreement
          and of the rights and powers herein granted, including (A) securing
          all consents and approvals necessary or appropriate for the assignment
          to or for the benefit of Agent of any Contractual Obligation,
          including any License, held by such Grantor and to enforce the
          security interests granted hereunder; and (B) filing any financing or
          continuation statements under the Code with respect to the Liens
          granted hereunder or under any other Loan Document as to those
          jurisdictions that are not Uniform Commercial Code jurisdictions.

                                       -8-


                    (ii)    Unless Agent shall otherwise consent in writing
          (which consent may be revoked), such Grantor shall deliver to Agent
          all Collateral consisting of negotiable Documents, Chattel Paper,
          Instruments (other than checks) with an aggregate face amount of more
          than $100,000 and all certificated Stock, (in each case, accompanied
          by stock powers, allonges or other instruments of transfer executed in
          blank) promptly after such Credit Party receives the same. Upon
          acquiring any negotiable Document, Chattel Paper or Instrument, such
          Grantor will provide prompt written notice thereof to Agent. Agent
          will promptly release all such negotiable Documents, Chattel Paper and
          Instruments and file appropriate termination statements after receipt
          of notice from the Grantors that such Document, Chattel Paper or
          Instrument has been paid in full.

                    (iii)   Such Grantor shall, to the extent required by
          Section 2.6 of the Credit Agreement, obtain waivers or subordinations
          of Liens from landlords, bailees and mortgagees, and to the extent
          required by Section 2.6 of the Credit Agreement such Grantor shall
          obtain signed acknowledgements of Agent's Liens from bailees having
          possession of such Grantor's Goods that they hold for the benefit of
          Agent.

                    (iv)    Reserved.

                    (v)     As required by this Security Agreement, such Grantor
          shall obtain a blocked account, lockbox or similar agreement with each
          bank or financial institution holding a Deposit Account for such
          Grantor.

                    (vi)    If such Grantor is or becomes the beneficiary of a
          letter of credit with a face value in excess of $50,000, such Grantor
          shall promptly, and in any event within five (5) Business Days after
          becoming a beneficiary, notify Agent thereof and enter into a
          tri-party agreement with Agent and the issuer and/or confirmation bank
          with respect to Letter-of-Credit Rights assigning such
          Letter-of-Credit Rights to Agent and directing all payments thereunder
          to a Deposit Account subject to a Bank Agency and Control Agreement
          (as defined in Section 6 below), all in form and substance reasonably
          satisfactory to Agent.

                    (vii)   Such Grantor shall take all steps necessary to grant
          Agent control of all electronic Chattel Paper in accordance with the
          Code and all "transferable records" as defined in each of the Uniform
          Electronic Transactions Act and the Electronic Signatures in Global
          and National Commerce Act.

                    (viii)  Such Grantor hereby irrevocably authorizes Agent at
          any time and from time to time to file in any filing office in any
          Uniform Commercial Code jurisdiction any initial financing statements
          and amendments thereto that (a) indicate the Collateral (i) as all
          assets of such

                                       -9-


          Grantor or words of similar effect, regardless of whether any
          particular asset comprised in the Collateral falls within the scope of
          Article 9 of the Code or such jurisdiction, or (ii) as being of an
          equal or lesser scope or with greater detail, and (b) contain any
          other information required by part 5 of Article 9 of the Code for the
          sufficiency or filing office acceptance of any financing statement or
          amendment, including (i) whether such Grantor is an organization, the
          type of organization and any organization identification number issued
          to such Grantor, and (ii) in the case of a financing statement filed
          as a fixture filing or indicating Collateral as as-extracted
          collateral or timber to be cut, a sufficient description of real
          property to which the Collateral relates. Such Grantor agrees to
          furnish any such information to the Agent promptly upon request. Such
          Grantor also hereby ratifies its authorization for Agent to have filed
          in any Uniform Commercial Code jurisdiction any initial financing
          statements or amendments thereto if filed prior to the date hereof.

                    (ix)    Such Grantor shall promptly, and in any event within
          five (5) Business Days after the same is acquired by it, notify Agent
          of any commercial tort claim valued in excess of $50,000, acquired by
          it and unless otherwise consented by Agent, such Grantor shall enter
          into a supplement to this Security Agreement, granting to Agent a Lien
          in such commercial tort claim.

               (b)  MAINTENANCE OF RECORDS. Such Grantor shall keep and
     maintain, at its own cost and expense, satisfactory and complete records of
     the Collateral in accordance with general business practice, including a
     record of any and all payments received and any and all credits granted
     with respect to the Collateral and all other dealings with the Collateral.
     Such Grantor shall mark its books and records pertaining to the Collateral
     to evidence this Security Agreement and the Liens granted hereby. If any
     Grantor retains possession of any Chattel Paper or Instruments with Agent's
     consent, such Chattel Paper and Instruments shall be marked with the
     following legend: "This writing and the obligations evidenced or secured
     hereby are subject to the security interest of General Electric Capital
     Corporation, as Agent, for the benefit of Agent and certain Lenders."

               (c)  COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT
     COLLATERAL.

                    (i)     Such Grantor shall notify Agent immediately if it
          knows that any application or registration relating to any Patent,
          Trademark or Copyright (now or hereafter existing) may become
          abandoned or dedicated, or of any adverse determination or development
          (including the institution of, or any such determination or
          development in, any proceeding in the United States Patent and
          Trademark Office, the United States Copyright Office or any court)

                                      -10-


          regarding such Grantor's ownership of any Patent, Trademark or
          Copyright, its right to register the same, or to keep and maintain the
          same.

                    (ii)    In no event shall such Grantor, either directly or
          through any agent, employee, licensee or designee, file an application
          for the registration of any Patent, Trademark or Copyright with the
          United States Patent and Trademark Office, the United States Copyright
          Office or any similar office or agency without giving Agent prior
          written notice thereof, and, upon request of Agent, such Grantor shall
          execute and deliver any and all Patent Security Agreements, Copyright
          Security Agreements or Trademark Security Agreements as Agent may
          request to evidence Agent's Lien on such Patent, Trademark or
          Copyright, and the General Intangibles of Grantor relating thereto or
          represented thereby.

                    (iii)   Such Grantor shall take all actions necessary or
          reasonably requested by Agent to maintain and pursue (and not abandon,
          except as is commercially reasonable in such Grantor's good faith
          judgment) each application, to obtain the relevant registration and to
          maintain the registration of each of the Patents, Trademarks and
          Copyrights (now or hereafter existing), including the filing of
          applications for renewal, affidavits of use, affidavits of
          noncontestability and opposition and interference and cancellation
          proceedings, unless such Grantor shall determine that such Patent,
          Trademark or Copyright is not material to the conduct of its business.

                    (iv)    In the event that any of the Patent, Trademark or
          Copyright Collateral is infringed upon, or misappropriated or diluted
          by a third party, each Grantor shall comply with Section 5(a)(ix) of
          this Security Agreement. Such Grantor shall, unless it shall
          reasonably determine that such Patent, Trademark or Copyright
          Collateral is in no way material to the conduct of its business or
          operations, promptly sue for infringement, misappropriation or
          dilution and to recover any and all damages for such infringement,
          misappropriation or dilution, and shall take such other actions as
          Agent shall deem necessary under the circumstances to protect such
          Patent, Trademark or Copyright Collateral.

               (d)  COMPLIANCE WITH TERMS OF ACCOUNTS, ETC. In all material
     respects, such Grantor will perform and comply with all obligations in
     respect of the Collateral and all other agreements to which it is a party
     or by which it is bound relating to the Collateral.

               (e)  LIMITATION ON LIENS ON COLLATERAL. Such Grantor will not
     create, permit or suffer to exist, and will defend the Collateral against,
     and take such other action as is necessary to remove, any Lien on any of
     the Collateral except Permitted Encumbrances, and will defend the right,
     title and interest of Agent and Lenders in

                                      -11-


     and to any of such Grantor's rights under the Collateral against the claims
     and demands of all Persons whomsoever.

               (f)  FURTHER IDENTIFICATION OF COLLATERAL. Such Grantor will, if
     so requested by Agent, furnish to Agent, as often as Agent requests in
     writing, statements and schedules further identifying and describing the
     Collateral and such other reports in connection with the Collateral as
     Agent may reasonably request in writing, all in such reasonable detail as
     Agent may specify. Grantor shall promptly and in any event by the end of
     each fiscal quarter notify Agent in writing upon acquiring any interest
     hereafter in material property that is of a type where a security interest
     or lien must be or may be registered, recorded or filed under, or notice
     thereof given under, any federal statute or regulation.

               (g)  Reserved.

               (h)  GOOD STANDING CERTIFICATES. If and whenever requested by
     Agent, such Grantor shall provide to Agent a certificate of good standing
     from its state of incorporation or organization; PROVIDED that prior to the
     occurrence and continuance of an Event of Default, Agent shall bear the
     expense of such requests in excess of four (4) certificates for each
     Grantor in any twelve-month period.

               (i)  ORGANIZATIONAL/COLLATERAL LOCATION CHANGES; NO
     REINCORPORATION. Such Grantor will give Agent at least thirty (30) days
     prior written notice of any change required to be made to SCHEDULE III(a),
     SCHEDULE III(b), SCHEDULE III(c), SCHEDULE III(d), SCHEDULE III(e),
     SCHEDULE III(f) or SCHEDULE III(g) hereto, as applicable, to the extent
     needed to make said SCHEDULE III(a), SCHEDULE III(b), SCHEDULE III(c),
     SCHEDULE III(d), SCHEDULE III(e), SCHEDULE III(f) or SCHEDULE III(g)
     hereto, as applicable, up to date and accurate, PROVIDED that such Grantor
     shall not be required to provide such notice with respect to the location
     of Inventory, Equipment and Fixtures to the extent that (a) such Inventory,
     Equipment and Fixtures are located at places otherwise permitted hereunder,
     (b) such Inventory, Equipment and Fixtures are sold or otherwise disposed
     of in accordance with subsection 3.7 of the Credit Agreement, (c) such
     Inventory, Equipment and Fixtures are being shipped to customers, (d) such
     Equipment and Fixtures are being repaired, refurbished or overhauled in the
     ordinary course of such Grantor's business, PROVIDED such Collateral does
     not remain outside of a location specified in SCHEDULE III(a), SCHEDULE
     III(b), SCHEDULE III(c), SCHEDULE III(d), SCHEDULE III(e), SCHEDULE III(f)
     or SCHEDULE III(g) hereto, as applicable, for more than sixty (60) days,
     (e) Inventory, Equipment and Fixtures that are in the possession of Agent
     and (f) Inventory, Equipment and Fixtures located at any other location
     within the continental United States or Canada, PROVIDED that, with respect
     to this clause (f) only, (i) the Grantors give the Agent written notice of
     such location at least twenty (20) days prior to moving or locating any
     such Collateral to or at such location and (ii) the applicable Grantor
     concurrently therewith obtains to the extent required by the Credit
     Agreement, bailee, landlord and mortgagee agreements. Without limiting the

                                      -12-


     prohibitions on mergers involving any Grantor as contained in the Credit
     Agreement, none of the Grantors shall reincorporate or reorganize itself
     under the laws of any jurisdiction other than the jurisdiction in which it
     is incorporated or organized as of the date hereof without the prior
     written consent of Agent.

               (j)  TERMINATIONS; AMENDMENTS NOT AUTHORIZED. Such Grantor
     acknowledges that it is not authorized to file any financing statement or
     amendment or termination statement with respect to any financing statement
     filed in favor of Agent without the prior written consent of Agent and
     agrees that it will not do so without the prior written consent of Agent,
     subject to such Grantor's rights under Section 9-509(d)(2) of the Code.

               (k)  AUTHORIZED TERMINATIONS. Following the Termination Date,
     Agent will promptly deliver to such Grantor for filing or authorize such
     Grantor to prepare and file termination statements and releases in
     accordance with Section 9-513(c) of the Code.

               (l)  USE OF COLLATERAL. Except as otherwise expressly permitted
     by this Security Agreement and the other Loan Documents, no Grantor will do
     anything to impair the rights of Agent in any of the Collateral. Such
     Grantor will not use or permit any Collateral to be used unlawfully or in
     violation of any provision of applicable law, or any insurance policy
     covering any of the Collateral. Without limiting the foregoing, such
     Grantor will not permit the production of Inventory in violation of any
     provision of the Fair Labor Standards Act. No Grantor will adjust, settle
     or compromise the amount or payment of any Account, or release wholly or
     partly any Account Debtor thereof or allow any credit or discount thereon
     (collectively, an "Adjustment") (other than credits and discounts in the
     ordinary course of business), unless (i) Agent grants its consent prior to
     any such Adjustment which consent shall not be unreasonably withheld or
     delayed or (ii) such Adjustment is made in the ordinary course of business
     of such Grantor and is for an amount not in excess of the Dollar Equivalent
     of US $50,000 (PROVIDED that no such Adjustment may be made without the
     prior written consent of Agent during the continuance of an Event of
     Default).

               (m)  FEDERAL CLAIMS. Such Grantor shall notify Agent promptly of
     any of the Collateral to its best knowledge which constitutes a claim in
     excess of $100,000 against the United States government or any
     instrumentality or agent thereof, the assignment of which claim is
     restricted by federal law. Upon the request of Agent, such Grantor shall
     take such steps as may be necessary to comply with any applicable federal
     assignment of claims laws or other comparable laws with respect to such
     claim.

               (n)  COMMERCIAL TORT CLAIMS. The Grantors shall notify Agent
     promptly upon becoming aware that the Grantors (or any one of them) owns
     any Commercial Tort Claims the aggregate value of which exceed $250,000.
     With

                                      -13-


     respect to any such new Commercial Tort Claim, the Grantors will execute
     and deliver such documents as Agent deems necessary to create, perfect and
     protect Agent's security interest in such Commercial Tort Claim.

          6.   BANK ACCOUNTS; COLLECTION OF ACCOUNTS AND PAYMENTS.

          Each Grantor shall enter into a bank agency and control agreement
("Bank Agency and Control Agreement"), in a form reasonably specified by Agent,
with each financial institution with which such Grantor maintains from time to
time any Deposit Account. Each Bank Agency and Control Agreement shall provide,
among other things, that (a) all items of payment deposited in each Deposit
Account subject thereto shall be held by the applicable financial institution as
Agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (b)
the financial institution executing such agreement has no rights of offset or
recoupment of any other claim against any Deposit Account subject thereto, as
the case may be, other than for payment of its services and other charges
directly related to the administration of each such Deposit Account and for
returned checks or other items of payment, and (c) to the extent provided below
upon the occurrence and during the continuance of an Event of Default, the
financial institution, upon instruction from Agent, will transfer all amounts
held or deposited from time to time in any such Deposit Account as Agent may so
direct. Each Grantor hereby grants to Agent, for the benefit of Agent and
Lenders, a continuing lien upon, and security interest in, all such accounts and
all funds at any time paid, deposited, credited or held in such accounts
(whether for collection, provisionally or otherwise) or otherwise in the
possession of such financial institutions, and each such financial institution
shall act as Agent's agent in connection therewith. None of the Grantors shall
establish any Deposit Account with any financial institution unless prior
thereto Agent and the applicable Grantor shall have entered into a Bank Agency
and Control Agreement with such financial institution.

          At the request of Agent, each Grantor shall establish lockbox or
blocked accounts (collectively, "Blocked Accounts") in such Grantor's name with
such banks as are reasonably acceptable to Agent ("Collecting Banks"), subject
to a Bank Agency and Control Agreement pursuant to which all Account Debtors
shall directly remit all payments on Accounts and in which such Grantor will
immediately deposit all cash payments for Inventory or other cash payments
constituting proceeds of Collateral in the identical form in which such payment
was made, whether by cash or check. In addition, Agent, for the benefit of Agent
and Lenders, may establish one or more depository accounts at each Collecting
Bank or at a centrally located bank in the name of Agent or any one or more
Grantors as customer (collectively, the "Concentration Accounts"). From and
after receipt by any Collecting Bank of written notice from Agent to such
Collecting Bank that an Event of Default has occurred and is continuing, all
amounts held or deposited from time to time in the Blocked Accounts held by such
Collecting Bank shall be transferred on a daily basis to Agent (as Agent may
direct) or any of the Concentration Accounts. Each Grantor hereby agrees that
all payments received by Agent or any Lender whether by cash, check, wire
transfer or any other instrument, made to such Blocked Accounts or Concentration
Accounts or otherwise received by Agent or any Lender and whether on the
Accounts or as proceeds of

                                      -14-


other Collateral or otherwise will be applied by Agent to the Obligations then
due and payable (whether by acceleration or otherwise) as provided in the Credit
Agreement. Each Grantor, and any of its Affiliates, employees, agents and other
Persons acting for or in concert with any Grantor shall, acting as trustee for
Agent and Lenders, receive any moneys, checks, notes, drafts or other payments
relating to and/or constituting proceeds of Accounts or other Collateral which
come into the possession or under the control of such Grantor or any Affiliates,
employees, agent, or other Persons acting for or in concert with any Grantor,
and immediately upon receipt thereof, such Grantor or such Persons shall deposit
the same or cause the same to be deposited in kind, in a Blocked Account or
other account subject to a Bank Agency and Control Agreement.

          If at any time a Collecting Bank is obligated to transfer to Agent or
any Concentration Account all amounts held or deposited in the Blocked Accounts
held by such Collecting Bank, no Grantor shall and no Grantor shall permit any
Subsidiary to, accumulate or maintain cash in any disbursement or payroll
account, as of any date, in an amount in excess of checks outstanding against
such account as of such date and amounts necessary to meet minimum balance
requirements.

          Each Grantor shall close each of its accounts (and promptly establish
replacement accounts with a financial institution which has executed, or is
willing to execute, a Bank Agency and Control Agreement) maintained with any
financial institution which is the subject of a notice from Agent that the
creditworthiness of such financial institution or any of its affiliates is no
longer acceptable to Agent in Agent's reasonable judgment, or that the operating
performance, funds transfer or availability procedures or performance with
respect to any Bank Agency and Control Agreement of such financial institution
is no longer acceptable in Agent's reasonable judgment.

          7.   AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT.

          On the Closing Date, each Grantor shall execute and deliver to Agent a
power of attorney (the "Power of Attorney") substantially in the form attached
hereto as EXHIBIT A. The power of attorney granted pursuant to the Power of
Attorney is a power coupled with an interest and shall be irrevocable until the
Termination Date. The powers conferred on Agent, for the benefit of Agent and
Lenders, under the Power of Attorney are solely to protect Agent's interests
(for the benefit of Agent and Lenders) in the Collateral and shall not impose
any duty upon Agent or any Lender to exercise any such powers. Agent agrees that
(a) except for the powers granted in clause (h) of the Power of Attorney, it
shall not exercise any power or authority granted under the Power of Attorney
unless an Event of Default has occurred and is continuing, and (b) Agent shall
account for any moneys received by Agent in respect of any foreclosure on or
disposition of Collateral pursuant to the Power of Attorney provided that none
of Agent nor any Lender shall have any duty as to any Collateral, and Agent and
Lenders shall be accountable only for amounts they actually receive as a result
of the exercise of such powers. NONE OF AGENT, LENDERS OR THEIR RESPECTIVE
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE
RESPONSIBLE TO ANY GRANTOR FOR ANY ACT

                                      -15-


OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF
DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY
PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

          8.   REMEDIES; RIGHTS UPON DEFAULT.

               (a)  In addition to all other rights and remedies granted to it
     under this Security Agreement, the Credit Agreement, the other Loan
     Documents and under any other instrument or agreement securing, evidencing
     or relating to any of the Secured Obligations, if any Event of Default
     shall have occurred and be continuing, Agent may exercise all rights and
     remedies of a secured party under the Code. Without limiting the generality
     of the foregoing, each Grantor expressly agrees that in any such event
     Agent, without demand of performance or other demand, advertisement or
     notice of any kind (except the notice specified below of time and place of
     public or private sale) to or upon any Grantor or any other Person (all and
     each of which demands, advertisements and notices are hereby expressly
     waived to the maximum extent permitted by the Code and other applicable
     law), may forthwith (personally or through its agents or attorneys) enter
     upon the premises where any Collateral is located, without any obligation
     to pay rent, through self-help, without judicial process, without first
     obtaining a final judgment or giving any Grantor or any other Person notice
     and opportunity for a hearing on Agent's claim or action and may take
     possession of, collect, receive, assemble, process, appropriate, remove and
     realize upon the Collateral, or any part thereof, and may forthwith sell,
     lease, license, assign, give an option or options to purchase, or otherwise
     dispose of and deliver said Collateral (or contract to do so), or any part
     thereof, in one or more parcels at a public or private sale or sales, at
     any exchange at such prices as it may deem commercially reasonable, for
     cash or on credit or for future delivery without assumption of any credit
     risk. To facilitate the foregoing, Agent shall have the right to take
     possession of each Grantor's original books and records, to obtain access
     to each Grantor's data processing equipment, computer hardware and Software
     and to use all of the foregoing and the information contained therein in
     any manner which Agent deems appropriate. Agent or any Lender shall have
     the right upon any such public sale or sales and, to the extent permitted
     by law, upon any such private sale or sales, to purchase for the benefit of
     Agent and Lenders, the whole or any part of said Collateral so sold, free
     of any right or equity of redemption, which equity of redemption each
     Grantor hereby releases. Such sales may be adjourned and continued from
     time to time with or without notice. Agent shall have the right to conduct
     such sales on each Grantor's premises or elsewhere and shall have the right
     to use each Grantor's premises without charge for such time or times as
     Agent deems necessary or advisable.

               If any Event of Default shall have occurred and be continuing,
     each Grantor further agrees, at Agent's request, to assemble the Collateral
     and make it

                                      -16-


     available to Agent at a place or places designated by Agent which are
     reasonably convenient to Agent and such Grantor, whether at such Grantor's
     premises or elsewhere. Without limiting the foregoing, Agent shall also
     have the right to require that each Grantor store and keep any Collateral
     pending further action by Agent, and while Collateral is so stored or kept,
     provide such guards and maintenance services as shall be necessary to
     protect the same and to preserve and maintain Collateral in good condition.
     Until Agent is able to effect a sale, lease, license or other disposition
     of Collateral, Agent shall have the right to hold or use Collateral, or any
     part thereof, to the extent that it deems appropriate for the purpose of
     preserving Collateral or its value or for any other purpose deemed
     appropriate by Agent. Agent shall not have any obligation to any Grantor to
     maintain or preserve the rights of any Grantor as against third parties
     with respect to Collateral while Collateral is in the possession of Agent.
     Agent may, if it so elects, seek the appointment of a receiver or keeper to
     take possession of Collateral and to enforce any of Agent's remedies (for
     the benefit of Agent and Lenders), with respect to such appointment without
     prior notice or hearing as to such appointment. Agent shall apply the net
     proceeds of any sale, lease, license, other disposition of, or any
     collection, recovery, receipt, or realization on, the Collateral to the
     Secured Obligations as provided in Section 6.5 of the Credit Agreement, and
     only after so paying over such net proceeds, and after the payment by Agent
     of any other amount required by any provision of law, need Agent account
     for the surplus, if any, to any Grantor. To the maximum extent permitted by
     applicable law, each Grantor waives all claims, damages, and demands
     against Agent or any Lender arising out of the repossession, retention or
     sale of the Collateral except such as arise solely out of the gross
     negligence or willful misconduct of Agent or such Lender as finally
     determined by a court of competent jurisdiction. Each Grantor agrees that
     ten (10) days prior notice by Agent of the time and place of any public
     sale or of the time after which a private sale may take place is reasonable
     notification of such matters. Notwithstanding any such notice of sale,
     Agent shall not be obligated to make any sale of Collateral. In connection
     with any sale, lease, license or other disposition of Collateral, Agent may
     disclaim any warranties that might arise in connection therewith and Agent
     shall have no obligation to provide any warranties at such time. Each
     Grantor shall remain liable for any deficiency if the proceeds of any sale
     or disposition of the Collateral are insufficient to pay all Secured
     Obligations, including any attorneys' fees or other expenses incurred by
     Agent or any Lender to collect such deficiency.

               (b)  Except as otherwise specifically provided herein, each
     Grantor hereby waives presentment, demand, protest or any notice (to the
     maximum extent permitted by applicable law) of any kind in connection with
     this Security Agreement or any Collateral.

               (c)  To the extent that applicable law imposes duties on Agent to
     exercise remedies in a commercially reasonable manner, each Grantor
     acknowledges and agrees that it is not commercially unreasonable for Agent
     (i) to fail to incur expenses reasonably deemed significant by Agent to
     prepare Collateral for disposition

                                      -17-


     or otherwise to complete raw material or work in process into finished
     goods or other finished products for disposition, (ii) to fail to obtain
     third party consents for access to Collateral to be disposed of, or to
     obtain or, if not required by other law, to fail to obtain governmental or
     third party consents for the collection or disposition of Collateral to be
     collected or disposed of, (iii) to fail to exercise collection remedies
     against Account Debtors or other Persons obligated on Collateral or to
     remove Liens on or any adverse claims against Collateral, (iv) to exercise
     collection remedies against Account Debtors and other Persons obligated on
     Collateral directly or through the use of collection agencies and other
     collection specialists, (v) to advertise dispositions of Collateral through
     publications or media of general circulation, whether or not the Collateral
     is of a specialized nature, (vi) to contact other Persons, whether or not
     in the same business as any Grantor, for expressions of interest in
     acquiring all or any portion of such Collateral, (vii) to hire one or more
     professional auctioneers to assist in the disposition of Collateral,
     whether or not the Collateral is of a specialized nature, (viii) to dispose
     of Collateral by utilizing internet sites that provide for the auction of
     assets of the types included in Collateral or that have the reasonable
     capacity of doing so, or that match buyers and sellers of assets, (ix) to
     dispose of assets in wholesale rather than retail markets, (x) to disclaim
     disposition warranties, such as title, possession or quiet enjoyment, (xi)
     to purchase insurance or credit enhancements to insure Agent against risks
     of loss, collection or disposition of Collateral or to provide to Agent a
     guaranteed return from the collection or disposition of Collateral, or
     (xii) to the extent deemed appropriate by Agent, to obtain the services of
     other brokers, investment bankers, consultants and other professionals to
     assist Agent in the collection or disposition of any of the Collateral.
     Each Grantor acknowledges that the purpose of this Section 8(c) is to
     provide non-exhaustive indications of what actions or omissions by Agent
     would not be commercially unreasonable in the Agent's exercise of remedies
     against the Collateral and that other actions or omissions by Agent shall
     not be deemed commercially unreasonable solely on account of not being
     indicated in this Section 8(c). Without limitation upon the foregoing,
     nothing contained in this Section 8(c) shall be construed to grant any
     rights to any Grantor or to impose any duties on Agent that would not have
     been granted or imposed by this Security Agreement or by applicable law in
     the absence of this Section 8(c).

               (d)  Neither Agent nor any Lender shall be required to make any
     demand upon, or pursue or exhaust any of their rights or remedies against,
     any Grantor, any other obligor, guarantor, pledgor or any other Person with
     respect to the payment of the Secured Obligations or to pursue or exhaust
     any of their rights or remedies with respect to any Collateral therefor or
     any direct or indirect guarantee thereof. Neither Agent nor any Lender
     shall be required to marshal the Collateral or any guarantee of the Secured
     Obligations or to resort to the Collateral or any such guarantee in any
     particular order, and all of its and their rights hereunder or under any
     other Loan Document shall be cumulative. To the extent it may lawfully do
     so, each Grantor absolutely and irrevocably waives and relinquishes the
     benefit and advantage of, and covenants not to assert against Agent or any
     Lender, any valuation, stay,

                                      -18-


     appraisement, extension, redemption or similar laws and any and all rights
     or defenses it may have as a surety now or hereafter existing which, but
     for this provision, might be applicable to the sale of any Collateral made
     under the judgment, order or decree of any court, or privately under the
     power of sale conferred by this Security Agreement, or otherwise.

          9.   GRANT OF LICENSE TO USE PROPERTY. For the purpose of enabling
Agent to exercise rights and remedies under Section 8 hereof (including, without
limiting the terms of Section 8 hereof, in order to take possession of, collect,
receive, assemble, process, appropriate, remove, realize upon, sell, lease,
license, assign, give an option or options to purchase or otherwise dispose of
Collateral) at such time as an Event of Default shall have occurred and be
continuing, each Grantor hereby grants to Agent, for the benefit of Agent and
Lenders, an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to such Grantor) to use, license or sublicense any
Intellectual Property (i) now owned or hereafter acquired by such Grantor or
(ii) under any License (with respect to any such License, only to the extent
that the applicable Grantor is not expressly prohibited from doing so pursuant
to the terms of such License and in such event each such applicable Grantor
shall use its best efforts to cause the licensor to consent to such granting of
license by such Grantor), and wherever the same may be located, and including in
such license access to all media in which any of the licensed items may be
recorded or stored and to all Software and programs used for the compilation or
printout thereof and an irrevocable license (exercisable without payment of rent
or other compensation to such Grantor) to use and occupy all real estate owned
or leased by such Grantor.

          10.  LIMITATION ON AGENT'S AND LENDERS' DUTY IN RESPECT OF COLLATERAL.
Agent and each Lender shall use reasonable care with respect to the Collateral
in its possession or under its control. Beyond the safe custody thereof, neither
Agent nor any Lender shall have any other duty as to any Collateral in its
possession or control or in the possession or control of any agent or nominee of
Agent or such Lender, or any income thereon or as to the preservation of rights
against prior parties or any other rights pertaining thereto. Agent shall be
deemed to have exercised reasonable care in the custody and preservation the
Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which it accords its own property. Agent shall not
be liable or responsible for any loss or damage to any of the Collateral, or for
any diminution in the value thereof, by reason of the act or omission of any
warehousemen, carrier, forwarding agency, consignee or other agent or bailee
selected by Agent in good faith.

          11.  REINSTATEMENT. This Security Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of any
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations,
or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured
Obligations,

                                      -19-


whether as a "voidable preference," "fraudulent conveyance," or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Secured Obligations shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

          12.  EXPENSES AND ATTORNEYS FEES. Without limiting any Grantor's
obligations under the Credit Agreement or the other Loan Documents, each Grantor
agrees to promptly pay all fees, costs and expenses (including reasonable
attorneys' fees and expenses and allocated costs of internal legal staff)
incurred in connection with (a) protecting, storing, warehousing, appraising,
insuring, handling, maintaining and shipping the Collateral, (b) creating,
perfecting, maintaining and enforcing Agent's Liens and (c) collecting,
enforcing, retaking, holding, preparing for disposition, processing and
disposing of Collateral.

          13.  NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give and
serve upon any other party any communication with respect to this Security
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given in the manner, and
deemed received, as provided for in the Credit Agreement.

          14.  LIMITATION BY LAW. All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Security Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling, and to be limited to the
extent necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

          15.  TERMINATION OF THIS SECURITY AGREEMENT. Subject to Section 11
hereof, this Security Agreement shall terminate upon the Termination Date and in
connection therewith Agent shall comply with the terms set forth in Section 9.20
of the Credit Agreement.

          16.  SUCCESSORS AND ASSIGNS. This Security Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that no Grantor may assign any of its rights or
obligations hereunder without the written consent of the Agent. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Secured Obligations or any
portion thereof or interest therein shall in any manner impair the Lien granted
to Agent, for the benefit of Agent and Lenders, hereunder.

          17.  COUNTERPARTS. This Security Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by different

                                      -20-


parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all of which counterparts taken
together shall constitute but one in the same instrument. This Security
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto. This Security Agreement may be authenticated by
manual signature, facsimile or, if approved in writing by Agent, electronic
means, all of which shall be equally valid.

          18.  APPLICABLE LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPALS.

          19.  HEADINGS. Section headings are included herein for convenience of
reference only and shall not constitute a part of this Security Agreement for
any other purposes or be given substantive effect.

          20.  BENEFIT OF LENDERS. All Liens granted or contemplated hereby
shall be for the benefit of Agent, individually, and Lenders, and all proceeds
or payments realized from Collateral in accordance herewith shall be applied to
the Secured Obligations in accordance with the terms of the Credit Agreement.

                            [SIGNATURE PAGES FOLLOW.]

                                      -21-


          IN WITNESS WHEREOF, each of the parties hereto has caused this
Security Agreement to be executed and delivered by its duly authorized officer
as of the date first set forth above.

                                         CHAAS ACQUISITIONS, LLC


                                         BY:  /s/ Marcel Fournier
                                              ----------------------------------
                                         NAME:  Marcel Fournier
                                                --------------------------------
                                         TITLE: Senior Vice President
                                                --------------------------------


                                         ADVANCED ACCESSORY SYSTEMS, LLC


                                         BY:  /s/ Barry Steele
                                              ----------------------------------
                                         NAME:  Barry Steele
                                                --------------------------------
                                         TITLE: Secretary
                                                --------------------------------


                                         VALLEY INDUSTRIES, LLC


                                         BY:  /s/ Barry Steele
                                              ----------------------------------
                                         NAME:  Barry Steele
                                                --------------------------------
                                         TITLE: Secretary
                                                --------------------------------


                                         SPORTRACK, LLC


                                         BY:  /s/ Barry Steele
                                              ----------------------------------
                                         NAME:  Barry Steele
                                                --------------------------------
                                         TITLE: Secretary
                                                --------------------------------

                                      -22-


                                         AAS CAPITAL CORPORATION


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


                                         VALTEK, LLC


                                         BY:  /s/ Barry Steele
                                              ----------------------------------
                                         NAME:  Barry Steele
                                                --------------------------------
                                         TITLE: Secretary
                                                --------------------------------


                                         AAS ACQUISITIONS, LLC


                                         BY:  /s/ William Pruellage
                                              ----------------------------------
                                         NAME:  William Pruellage
                                                --------------------------------
                                         TITLE: Vice President
                                                --------------------------------


                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION, as Agent


                                         By:  /s/ Frederick T. Yanni
                                              ----------------------------------
                                         Name:  Frederick T. Yanni
                                                --------------------------------
                                         Title: Senior Vice President
                                                --------------------------------

                                      -23-

EX-10.4

                                                                    EXHIBIT 10.4

                                PLEDGE AGREEMENT

          This PLEDGE AGREEMENT, dated as of_________, 2003 (together with all
amendments, if any, from time to time hereto, this "Agreement") between
SPORTRACK, LLC, a Delaware limited liability company (the "Pledgor"), and
GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as Agent for Lenders
("Agent").

                               W I T N E S S E T H

          WHEREAS, pursuant to that certain Credit Agreement dated as of the
date hereof by and among Pledgor, the other Persons named therein as Credit
Parties, Agent and the Persons signatory thereto from time to time as Lenders
(including all annexes, exhibits and schedules thereto, and as from time to time
amended, restated, supplemented or otherwise modified, the "Credit Agreement"),
the Lenders have agreed to make Loans to, and incur Letter of Credit Obligations
for the benefit of, Borrowers;

          WHEREAS, Pledgor is the record and beneficial owner of the shares of
Stock listed in Part A of SCHEDULE I hereto and the owner of the promissory
notes and instruments listed in Part B of SCHEDULE I hereto;

          WHEREAS, Pledgor benefits from the credit facilities made available to
Borrowers under the Credit Agreement; and

          WHEREAS, in order to induce Agent and Lenders to make the Loans and to
incur the Letter of Credit Obligations as provided for in the Credit Agreement,
Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance
herewith.

          NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and to induce Lenders to make Loans and to incur Letter of
Credit Obligations under the Credit Agreement, it is agreed as follows:

          1.   DEFINITIONS. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined, and the following shall
have (unless otherwise provided elsewhere in this Agreement) the following
respective meanings (such meanings being equally applicable to both the singular
and plural form of the terms defined):

          "BANKRUPTCY CODE" means title 11, United States Code, as amended from
time to time, and any successor statute thereto.

          "PLEDGED COLLATERAL" has the meaning assigned to such term in
SECTION 2 hereof.

          "PLEDGED ENTITY" means an issuer of Pledged Equity or Pledged
Indebtedness.



          "PLEDGED EQUITY" means those equity interests listed on Part A of
SCHEDULE I hereto.

          "PLEDGED INDEBTEDNESS" means the Indebtedness evidenced by promissory
notes and instruments listed on Part B of SCHEDULE I hereto.

          "SECURED OBLIGATIONS" has the meaning assigned to such term in SECTION
3 hereof.

          2.   PLEDGE. Pledgor hereby pledges to Agent, and grants to Agent for
itself and the benefit of Lenders, a first priority security interest in all of
the following (collectively, the "Pledged Collateral"):

               (a)  the Pledged Equity and the certificates representing the
          Pledged Equity, and all dividends, distributions, cash, instruments
          and other property or proceeds from time to time received, receivable
          or otherwise distributed in respect of or in exchange for any or all
          of the Pledged Equity; and

               (b)  such portion, as determined by Agent as provided in SECTION
          6(d) below, of any additional equity interests of a Pledged Entity of
          any other Person from time to time acquired by Pledgor in any manner
          (which equity interests shall be deemed to be part of the Pledged
          Equity), and the certificates representing such additional equity
          interests, and all dividends, distributions, cash, instruments and
          other property or proceeds from time to time received, receivable or
          otherwise distributed in respect of or in exchange for any or all of
          such equity interests; and

               (c)  the Pledged Indebtedness and the promissory notes or
          instruments evidencing the Pledged Indebtedness, and all interest,
          cash, instruments and other property and assets from time to time
          received, receivable or otherwise distributed in respect of the
          Pledged Indebtedness; and

               (d)  all additional Indebtedness arising after the date hereof
          and owing to Pledgor and evidenced by promissory notes or other
          instruments, together with such promissory notes and instruments, and
          all interest, cash, instruments and other property and assets from
          time to time received, receivable or otherwise distributed in respect
          of that Pledged Indebtedness.

          3.   SECURITY FOR OBLIGATIONS. This Agreement secures, and the Pledged
Collateral is security for, the prompt payment in full when due, whether at
stated maturity, by acceleration or otherwise, and performance of all
Obligations of any kind under or in connection with the Credit Agreement and the
other Loan Documents and all obligations of Pledgor now or hereafter existing
under this Agreement including, without limitation, all fees, costs and expenses
whether in connection with collection actions hereunder or otherwise
(collectively, the "Secured Obligations").

                                       -2-


          4.   DELIVERY OF PLEDGED COLLATERAL. All certificates and all
promissory notes and instruments evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of Agent, for itself and the benefit of
Lenders, pursuant hereto. All Pledged Equity shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to Agent and all promissory notes or other instruments
evidencing the Pledged Indebtedness shall be endorsed by Pledgor to Agent in
form and substance satisfactory to Agent.

          5.   REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants
to Agent that:

               (a)  Pledgor is, and at the time of delivery of the Pledged
          Equity to Agent will be, the sole holder of record and the sole
          beneficial owner of such Pledged Collateral pledged by Pledgor free
          and clear of any Lien thereon or affecting the title thereto, except
          for any Lien created by this Agreement; Pledgor is and at the time of
          delivery of the Pledged Indebtedness to Agent will be, the sole owner
          of such Pledged Collateral free and clear of any Lien thereon or
          affecting title thereto, except for any Lien created by this
          Agreement;

               (b)  All of the Pledged Equity has been duly authorized, validly
          issued and are fully paid and non-assessable; the Pledged Indebtedness
          has been duly authorized, authenticated or issued and delivered by,
          and is the legal, valid and binding obligations of, the Pledged
          Entities, and no such Pledged Entity is in default thereunder;

               (c)  Pledgor has the right and requisite authority to pledge,
          assign, transfer, deliver, deposit and set over the Pledged Collateral
          pledged by Pledgor to Agent as provided herein;

               (d)  None of the Pledged Equity or Pledged Indebtedness has been
          issued or transferred in violation of the securities registration,
          securities disclosure or similar laws of any jurisdiction to which
          such issuance or transfer may be subject;

               (e)  All of the Pledged Equity is presently owned by Pledgor, and
          are presently represented by the certificates listed on Part A of
          SCHEDULE I hereto. As of the date hereof, there are no existing
          options, warrants or calls relating to the Pledged Equity;

               (f)  No consent, approval, authorization or other order or other
          action by, and no notice to or filing with, any Governmental Authority
          or any other Person is required (i) for the pledge by Pledgor of the
          Pledged Collateral pursuant to this Agreement or for the execution,
          delivery or performance of this Agreement by Pledgor, or (ii) for the
          exercise by Agent of the voting or

                                       -3-


          other rights provided for in this Agreement or the remedies in respect
          of the Pledged Collateral pursuant to this Agreement, except as may be
          required in connection with such disposition by laws affecting the
          offering and sale of securities generally;

               (g)  The pledge, assignment and delivery of the Pledged
          Collateral pursuant to this Agreement will create a valid first
          priority Lien on and a first priority perfected security interest in
          favor of the Agent for the benefit of Agent and Lenders in the Pledged
          Collateral and the proceeds thereof, securing the payment of the
          Secured Obligations, subject to no other Lien;

               (h)  This Agreement has been duly authorized, executed and
          delivered by Pledgor and constitutes a legal, valid and binding
          obligation of Pledgor enforceable against Pledgor in accordance with
          its terms, except as enforceability is limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          relating to or affecting generally the enforcement of creditor's
          rights and except to the extent availability of the remedy of specific
          performance or injunctive relief and other equitable remedies are
          subject to the discretion of the court before which any proceeding
          therefore may be brought;

               (i)  Part A of Schedule I completely and accurately sets forth
          the number of shares of each Pledged Entity held by the Pledgor as of
          the Closing Date. The Pledged Equity held by Pledgor constitutes the
          percentage of the issued and outstanding equity of the Pledged
          Entities set forth on Part A of Schedule I; and

               (j)  Except as disclosed on Part C of SCHEDULE I, none of the
          Pledged Indebtedness is subordinated in right of payment to other
          Indebtedness (except for the Secured Obligations) or subject to the
          terms of an indenture.

          The representations and warranties set forth in this SECTION 5 shall
survive the execution and delivery of this Agreement.

          6.   COVENANTS. Pledgor covenants and agrees that until the
Termination Date:

               (a)  Without the prior written consent of Agent, Pledgor will not
          sell, assign, transfer, pledge, or otherwise encumber any of its
          rights in or to the Pledged Collateral, or any unpaid dividends,
          interest or other distributions or payments with respect to the
          Pledged Collateral or grant a Lien in the Pledged Collateral, in each
          case, unless otherwise expressly permitted by the Credit Agreement;

                                       -4-


               (b)  Pledgor will, at its expense, promptly execute, acknowledge
          and deliver all such instruments and take all such actions that may be
          reasonably necessary or that Agent from time to time may reasonably
          request in writing in order to ensure to Agent and Lenders the
          benefits of the Liens in and to the Pledged Collateral intended to be
          created by this Agreement, including the filing of any necessary Code
          financing statements, which may be filed by Agent with or without the
          signature or further approval of Pledgor, and will cooperate with
          Agent, at Pledgor's expense, in obtaining all necessary approvals and
          making all necessary filings under federal, state, local or foreign
          law in connection with such Liens or any sale or transfer of the
          Pledged Collateral;

               (c)  Pledgor has and will defend the title to the Pledged
          Collateral and the Liens of Agent in the Pledged Collateral against
          the claim of any Person and will maintain and preserve such Liens; and

               (d)  Pledgor will, upon obtaining ownership of any additional
          Stock or promissory notes or instruments of a Pledged Entity or any
          other Person or Stock or promissory notes or instruments otherwise
          required to be pledged to Agent pursuant to any of the Loan Documents,
          which Stock, notes or instruments are not already Pledged Collateral,
          promptly (and in any event within three (3) Business Days) deliver to
          Agent a Pledge Amendment, duly executed by Pledgor, in substantially
          the form of SCHEDULE II hereto (a "Pledge Amendment") in respect of
          any such additional equity interests, notes or instruments, pursuant
          to which Pledgor shall pledge to Agent all of such additional Stock,
          notes and instruments. Pledgor hereby authorizes Agent to attach each
          Pledge Amendment to this Agreement and agrees that all Pledged Equity
          and Pledged Indebtedness listed on any Pledge Amendment delivered to
          Agent shall for all purposes hereunder be considered Pledged
          Collateral.

          7.   PLEDGOR'S RIGHTS. As long as no Default or Event of Default shall
have occurred and be continuing and until written notice shall be given to
Pledgor in accordance with SECTION 8(a) hereof:

               (a)  Pledgor shall have the right, at any time and from time to
          time, to exercise any and all voting and other consensual rights with
          respect to the Pledged Collateral, or any part thereof for all
          purposes not inconsistent with the provisions of this Agreement, the
          Credit Agreement or any other Loan Document; PROVIDED, HOWEVER, that
          no vote shall be cast, and no consent shall be given or action taken,
          which would have a material adverse effect on the value of the Pledged
          Collateral or which would authorize, effect or consent to (in each
          case, unless and to the extent expressly permitted by the Credit
          Agreement):

                                       -5-


                         (i)    the dissolution or liquidation, in whole or in
               part, of a Pledged Entity;

                         (ii)   the consolidation or merger of a Pledged Entity
               with any other Person;

                         (iii)  the sale, disposition or encumbrance of all or
               substantially all of the assets of a Pledged Entity, except for
               Liens in favor of Agent;

                         (iv)   any change in the authorized number of equity
               interests, the stated capital or the authorized capital of a
               Pledged Entity or the issuance of any additional equity
               interests; or

                         (v)    the alteration of the voting rights with respect
               to the equity interests of a Pledged Entity; and

               (b)  (i)  Pledgor shall be entitled, at any time and from time to
          time, to collect and receive for its own use all cash dividends and
          interest paid in respect of the Pledged Equity and Pledged
          Indebtedness to the extent not in violation of the Credit Agreement
          OTHER THAN any and all: (A) dividends and interest paid or payable
          other than in cash in respect of any Pledged Collateral, and
          instruments and other property received, receivable or otherwise
          distributed in respect of, or in exchange for, any Pledged Collateral;
          (B) dividends and other distributions paid or payable in cash in
          respect of any Pledged Equity in connection with a partial or total
          liquidation or dissolution or in connection with a reduction of
          capital, capital surplus or paid-in capital of a Pledged Entity; and
          (C) cash paid, payable or otherwise distributed, in respect of
          principal of, or in redemption of, or in exchange for, any Pledged
          Collateral; PROVIDED, HOWEVER, that until actually paid all rights to
          such distributions shall remain subject to the Lien created by this
          Agreement; and

                    (ii) all dividends and interest (other than such cash
          dividends and interest as are permitted to be paid to Pledgor in
          accordance with CLAUSE (i) above) and all other distributions in
          respect of any of the Pledged Equity or Pledged Indebtedness, whenever
          paid or made, shall be delivered to Agent to hold as Pledged
          Collateral and shall, if received by Pledgor, be received in trust for
          the benefit of Agent, be segregated from the other property or funds
          of Pledgor, and be forthwith delivered to Agent as Pledged Collateral
          in the same form as so received (with any necessary indorsement).

          8.   DEFAULTS AND REMEDIES; PROXY.

               (a)  Upon the occurrence of an Event of Default and during the
          continuation of such Event of Default, and concurrently with written
          notice to Pledgor, Agent (personally or through an agent) is hereby
          authorized and

                                       -6-


          empowered to transfer and register in its name or in the name of its
          nominee the whole or any part of the Pledged Collateral, to exchange
          certificates or instruments representing or evidencing Pledged
          Collateral for certificates or instruments of smaller or larger
          denominations, to exercise the voting and all other rights as a holder
          with respect thereto, to collect and receive all cash dividends,
          interest, principal and other distributions made thereon, to sell in
          one or more sales after ten (10) days' notice of the time and place of
          any public sale or of the time at which a private sale is to take
          place (which notice Pledgor agrees is commercially reasonable) the
          whole or any part of the Pledged Collateral and to otherwise act with
          respect to the Pledged Collateral as though Agent was the outright
          owner thereof. Any sale shall be made at a public or private sale at
          Agent's place of business, or at any place to be named in the notice
          of sale, either for cash or upon credit or for future delivery at such
          price as Agent may deem commercially reasonable, and Agent may be the
          purchaser of the whole or any part of the Pledged Collateral so sold
          and hold the same thereafter in its own right free from any claim of
          Pledgor or any right of redemption. Each sale shall be made to the
          highest bidder, but Agent reserves the right to reject any and all
          bids at such sale, which in its discretion, it shall deem inadequate.
          Demands of performance, except as otherwise herein specifically
          provided for, notices of sale, advertisements and the presence of
          property at sale are hereby waived and any sale hereunder may be
          conducted by an auctioneer or any officer or agent of Agent. PLEDGOR
          HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND
          ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL,
          INCLUDING THE RIGHT TO VOTE THE PLEDGED EQUITY, WITH FULL POWER OF
          SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND
          ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE
          UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE
          PLEDGED EQUITY, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT
          SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
          PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED EQUITY WOULD
          BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
          EQUITY HOLDERS, CALLING SPECIAL MEETINGS OF EQUITY HOLDERS AND VOTING
          AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND
          WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY
          PLEDGED EQUITY ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY
          PERSON (INCLUDING THE ISSUER OF THE PLEDGED EQUITY OR ANY OFFICER OR
          AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT.
          NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO
          EXERCISE ANY SUCH

                                       -7-


          RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE
          TO DO SO OR FOR ANY DELAY IN DOING SO.

               (b)  If, at the original time or times appointed for the sale of
          the whole or any part of the Pledged Collateral, the highest bid, if
          there be but one sale, shall be inadequate to discharge in full all
          the Secured Obligations, or if the Pledged Collateral be offered for
          sale in lots, if at any of such sales, the highest bid for the lot
          offered for sale would indicate to Agent, in its discretion, that the
          proceeds of the sales of the whole of the Pledged Collateral would be
          unlikely to be sufficient to discharge all the Secured Obligations,
          Agent may, on one or more occasions and in its discretion, postpone
          any of said sales by public announcement at the time of sale or the
          time of previous postponement of sale, and no other notice of such
          postponement or postponements of sale need be given, any other notice
          being hereby waived; PROVIDED, HOWEVER, that any sale or sales made
          after such postponement shall be after ten (10) days' notice to
          Pledgor.

               (c)  If at any time when Agent shall determine to exercise its
          right to sell the whole or any part of the Pledged Collateral
          hereunder, such Pledged Collateral or the part thereof to be sold
          shall not, for any reason whatsoever, be effectively registered under
          the Securities Act of 1933, as amended (or any similar statute then in
          effect) (the "Act"), Agent may, in its discretion (subject only to
          applicable requirements of law), sell such Pledged Collateral or part
          thereof by private sale in such manner and under such circumstances as
          Agent may deem necessary or advisable, but subject to the other
          requirements of this SECTION 8, and shall not be required to effect
          such registration or to cause the same to be effected. Without
          limiting the generality of the foregoing, in any such event, Agent in
          its discretion (x) may, in accordance with applicable securities laws,
          proceed to make such private sale notwithstanding that a registration
          statement for the purpose of registering such Pledged Collateral or
          part thereof could be or shall have been filed under said Act (or
          similar statute), (y) may approach and negotiate with a single
          possible purchaser to effect such sale, and (z) may restrict such sale
          to a purchaser who is an accredited investor under the Act and who
          will represent and agree that such purchaser is purchasing for its own
          account, for investment and not with a view to the distribution or
          sale of such Pledged Collateral or any part thereof. In addition to a
          private sale as provided above in this SECTION 8, if any of the
          Pledged Collateral shall not be freely distributable to the public
          without registration under the Act (or similar statute) at the time of
          any proposed sale pursuant to this SECTION 8, then Agent shall not be
          required to effect such registration or cause the same to be effected
          but, in its discretion (subject only to applicable requirements of
          law), may require that any sale hereunder (including a sale at
          auction) be conducted subject to restrictions:

                                       -8-


                         (i)    as to the financial sophistication and ability
               of any Person permitted to bid or purchase at any such sale;

                         (ii)   as to the content of legends to be placed upon
               any certificates representing the Pledged Collateral sold in such
               sale, including restrictions on future transfer thereof;

                         (iii)  as to the representations required to be made by
               each Person bidding or purchasing at such sale relating to that
               Person's access to financial information about Pledgor and such
               Person's intentions as to the holding of the Pledged Collateral
               so sold for investment for its own account and not with a view to
               the distribution thereof; and

                         (iv)   as to such other matters as Agent may, in its
               discretion, deem necessary or appropriate in order that such sale
               (notwithstanding any failure so to register) may be effected in
               compliance with the Bankruptcy Code and other laws affecting the
               enforcement of creditors' rights and the Act and all applicable
               state securities laws.

               (d)  Pledgor recognizes that Agent may be unable to effect a
          public sale of any or all the Pledged Collateral and may be compelled
          to resort to one or more private sales thereof in accordance with
          CLAUSE (e) above. Pledgor also acknowledges that any such private sale
          may result in prices and other terms less favorable to the seller than
          if such sale were a public sale and, notwithstanding such
          circumstances, agrees that any such private sale shall not be deemed
          to have been made in a commercially unreasonable manner solely by
          virtue of such sale being private. Agent shall be under no obligation
          to delay a sale of any of the Pledged Collateral for the period of
          time necessary to permit the Pledged Entity to register such
          securities for public sale under the Act, or under applicable state
          securities laws, even if Pledgor and the Pledged Entity would agree to
          do so.

               (e)  Pledgor agrees to the maximum extent permitted by applicable
          law that following the occurrence and during the continuance of an
          Event of Default it will not at any time plead, claim or take the
          benefit of any appraisal, valuation, stay, extension, moratorium or
          redemption law now or hereafter in force in order to prevent or delay
          the enforcement of this Agreement, or the absolute sale of the whole
          or any part of the Pledged Collateral or the possession thereof by any
          purchaser at any sale hereunder, and Pledgor waives the benefit of all
          such laws to the extent it lawfully may do so. Pledgor agrees that it
          will not interfere with any right, power and remedy of Agent provided
          for in this Agreement or now or hereafter existing at law or in equity
          or by statute or otherwise, or the exercise or beginning of the
          exercise by Agent of

                                       -9-


          any one or more of such rights, powers or remedies. No failure or
          delay on the part of Agent to exercise any such right, power or remedy
          and no notice or demand which may be given to or made upon Pledgor by
          Agent with respect to any such remedies shall operate as a waiver
          thereof, or limit or impair Agent's right to take any action or to
          exercise any power or remedy hereunder, without notice or demand, or
          prejudice its rights as against Pledgor in any respect.

          9.   WAIVER. No delay on Agent's part in exercising any power of sale,
Lien, option or other right hereunder, and no notice or demand which may be
given to or made upon Pledgor by Agent with respect to any power of sale, Lien,
option or other right hereunder, shall constitute a waiver thereof, or limit or
impair Agent's right to take any action or to exercise any power of sale, Lien,
option, or any other right hereunder, without notice or demand, or prejudice
Agent's rights as against Pledgor in any respect.

          10.  ASSIGNMENT. Agent may assign, indorse or transfer any instrument
evidencing all or any part of the Secured Obligations as provided in, and in
accordance with, the Credit Agreement, and the holder of such instrument shall
be entitled to the benefits of this Agreement.

          11.  TERMINATION. Immediately following the Termination Date, in
accordance with the terms of Section 9.20 of the Credit Agreement, Agent shall
deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject
to this Agreement and not previously disposed of in accordance with this
Agreement and all instruments of assignment executed in connection therewith,
free and clear of the Liens hereof and, except as otherwise provided herein, all
of Pledgor' s obligations hereunder shall at such time terminate.

          12.  LIEN ABSOLUTE. All rights of Agent hereunder, and all obligations
of Pledgor hereunder, shall be absolute and unconditional irrespective of:

               (a)  any lack of validity or enforceability of the Credit
          Agreement, any other Loan Document or any other agreement or
          instrument governing or evidencing any Secured Obligations;

               (b)  any change in the time, manner or place of payment of, or in
          any other term of, all or any part of the Secured Obligations, or any
          other amendment or waiver of or any consent to any departure from the
          Credit Agreement, any other Loan Document or any other agreement or
          instrument governing or evidencing any Secured Obligations;

               (c)  any exchange, release or non-perfection of any other
          Collateral, or any release or amendment or waiver of or consent to
          departure from any guaranty, for all or any of the Secured
          Obligations;

                                      -10-


               (d)  the insolvency of any Credit Party; or

               (e)  any other circumstance which might otherwise constitute a
          defense available to, or a discharge of, Pledgor.

          13.  RELEASE. Pledgor consents and agrees that Agent may at any time,
or from time to time, in accordance with the terms of the Credit Agreement:

               (a)  renew, extend or change the time of payment, and/or the
          manner, place or terms of payment of all or any part of the Secured
          Obligations; and

               (b)  exchange, release and/or surrender all or any of the
          Collateral (including the Pledged Collateral), or any part thereof, by
          whomsoever deposited, which is now or may hereafter be held by Agent
          in connection with all or any of the Secured Obligations; all in such
          manner and upon such terms as Agent may deem proper, and without
          notice to or further assent from Pledgor, it being hereby agreed that
          Pledgor shall be and remain bound upon this Agreement, irrespective of
          the value or condition of any of the Collateral, and notwithstanding
          any such change, exchange, settlement, compromise, surrender, release,
          renewal or extension, and notwithstanding also that the Secured
          Obligations may, at any time, exceed the aggregate principal amount
          thereof set forth in the Credit Agreement, or any other agreement
          governing any Secured Obligations. Pledgor hereby waives notice of
          acceptance of this Agreement, and also presentment, demand, protest
          and notice of dishonor of any and all of the Secured Obligations, and
          promptness in commencing suit against any party hereto or liable
          hereon, and in giving any notice to or of making any claim or demand
          hereunder upon Pledgor. No act or omission of any kind on Agent's part
          shall in any event affect or impair this Agreement.

          14.  REINSTATEMENT. This Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against
Pledgor or any Pledged Entity for liquidation or reorganization, should Pledgor
or any Pledged Entity become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor's or a Pledged Entity's assets, and shall continue
to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Secured Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

                                      -11-


          15.  MISCELLANEOUS.

               (a)  Agent may execute any of its duties hereunder by or through
          agents or employees and shall be entitled to advice of counsel
          concerning all matters pertaining to its duties hereunder.

               (b)  Pledgor agrees to promptly reimburse Agent for actual
          out-of-pocket expenses, including without limitation reasonable
          counsel fees, incurred by Agent in connection with the administration
          and enforcement of this Agreement.

               (c)  Neither Agent, nor any of its respective officers,
          directors, employees, agents or counsel shall be liable for any action
          lawfully taken or omitted to be taken by it or them hereunder or in
          connection herewith, except for its or their own gross negligence or
          willful misconduct as finally determined by a court of competent
          jurisdiction.

               (d)  THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS
          SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF
          PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
          AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND
          CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
          NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND
          NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED,
          ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON
          BEHALF OF AGENT AND PLEDGOR.

          16.  SEVERABILITY. If for any reason any provision or provisions
hereof are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or effect those portions of
this Agreement which are valid.

          17.  NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give or
serve upon any other a communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication
shall be in writing and either shall be delivered in person or sent by
registered or certified mail, return receipt requested, with proper postage
prepaid, or by facsimile transmission and confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided herein:

                                      -12-


               (a)  If to Agent, at:

                    General Electric Capital Corporation
                    335 Madison Avenue
                    12th Floor
                    New York, New York 10017
                    Attention: SportRack/Valleybrink Account
                               Officer
                    Facsimile:______________________________

                    with copies to:
                    General Electric Capital Corporation
                    201 High Ridge Road
                    Stamford, Connecticut 06927-5100
                    Attention: Corporate Counsel Commercial
                               Finance-Merchant Banking
                    Facsimile:______________________________

               (b)  If to Pledgor, at:

                    SPORTRACK, LLC
                    ________________________________________
                    ________________________________________
                    Attention:______________________________
                    Facsimile:______________________________

                    with copies to:
                    ________________________________________
                    ________________________________________
                    Attention:______________________________
                    Facsimile:______________________________

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration or other communication hereunder shall be deemed
to have been duly served, given or delivered (a) upon the earlier of actual
receipt and three (3) Business Days after deposit in the United States Mail,
registered or certified mail, return receipt requested, with proper postage
prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile
transmission (with such telecopy or facsimile promptly confirmed by delivery of
a copy by personal delivery or United States Mail as otherwise provided in this
SECTION 17, (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid, or (d) when delivered, if hand-delivered by
messenger. Failure or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the

                                      -13-


persons designated above to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or
other communication.

          18.  SECTION TITLES. The Section titles contained in this Agreement
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.

          19.  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, which shall, collectively and separately, constitute one
agreement.

          20.  BENEFIT OF LENDERS. All security interests granted or
contemplated hereby shall be for the benefit of Agent and Lenders, and all
proceeds or payments realized from the Pledged Collateral in accordance herewith
shall be applied to the Obligations in accordance with the terms of the Credit
Agreement.

                            [SIGNATURE PAGE FOLLOWS.]

                                      -14-


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.

                                        SPORTRACK, LLC

                                        By
                                           ----------------------------------
                                        Name
                                             --------------------------------
                                        Title
                                              -------------------------------


                                        GENERAL ELECTRIC CAPITAL
                                        CORPORATION, as Agent


                                        By
                                           ----------------------------------
                                        Name
                                             --------------------------------
                                        Its Duly Authorized Signatory

                                      -15-

EX-10.5

                                                                    EXHIBIT 10.5

                             FORM OF PROMISSORY NOTE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS IT
HAS BEEN REGISTERED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THIS NOTE ALSO IS SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER BY THE HOLDER HEREOF AS SET FORTH HEREIN.

                          SUBORDINATED PROMISSORY NOTE

$_____________                                       Dated: April 15, 2003
                                                     New York, New York

FOR VALUE RECEIVED, SportRack, LLC, a Delaware limited liability company
("SPORTRACK") and Valley Industries, LLC, a Delaware limited liability company
("VALLEY", and together with SportRack, the "ISSUERS", and each individually, an
"ISSUER"), each HEREBY PROMISES TO PAY, jointly and severally to _______________
(the "HOLDER"), or permitted registered assigns, the principal amount of
______________________ DOLLARS ($___________), or such other principal amount
which may be outstanding hereunder as a result of the capitalization of
interest, payments or prepayments, on the Final Maturity Date (as defined
below), together with interest on the unpaid principal amount hereof outstanding
from time to time until paid in full at a rate per annum equal to twelve percent
(12%), and at a rate per annum equal to 2% above such interest rate (the
"DEFAULT INTEREST RATE") on any overdue principal and on any overdue interest,
from the date thereof until the obligation of the Issuers with respect to the
payment thereof shall be discharged, in lawful money of the United States of
America in immediately available funds at the address of the Holder set forth in
the Purchase Agreement or at such other address as the Holder may designate by
notice hereunder to the Issuers. For the avoidance of doubt, principal and
interest shall be deemed to be "overdue" if such principal or interest is not
paid on or before their due date, without any consideration given as to the
reason why such payment was not made on such date, including, without
limitation, by reason of Section 2 hereof or otherwise. Any capitalized term
used but not defined herein shall have the meaning ascribed to such term in the
Purchase Agreement (as defined below).

          This Note is one of the Promissory Notes referred to in the Purchase
Agreement (as defined below).

          Interest on the outstanding principal of this Note shall be
capitalized quarterly in arrears on March 31, June 30, September 30 and December
31 of each year, commencing June 30, 2003, and, accordingly, shall increase the
principal amount hereof on each such date. Notwithstanding any other provision
of this Note, interest becoming due hereunder shall in no event exceed the
maximum rate permitted by applicable law. All interest shall be computed on the
basis of a 365 or 366 day year for the actual number of days (including the
first day but excluding the last day) elapsed.



          The Holder may not sell, assign, or otherwise transfer or dispose of,
in whole or in part, any interest in this Note, other than to an Affiliate of
the Holder, without the prior written consent of the Issuers until June 30,
2007, or for such longer period until any claim against the Sellers under the
Purchase Agreement remains unresolved or unpaid if any such claim exists on such
date; PROVIDED, HOWEVER, that prior to any such sale, assignment, transfer or
disposition, such Affiliate or other permitted transferee shall acknowledge in
writing to the Issuers the set-off right of CHAAS Acquisition set forth in
Section 6.2 hereof and the subordination of the obligations hereunder to Senior
Indebtedness as provided herein. Notwithstanding the foregoing, Section 2 and
Section 6.2 shall survive any sale, assignment or other transfer or disposition
of all or any interest in this Note in violation of the foregoing sentence, and
Section 2 and Section 6.2 hereof shall be binding upon the successors and
assigns of the Holder.

          One of the Issuers shall maintain at its office a register for
recording the name and address of the Holder of each Note. No assignment or
other sale, disposition or transfer of this Note or any other Note shall be
effective unless and until such Issuer is notified in writing of such assignment
or other sale, disposition or transfer and such assignment, sale, disposition or
transfer is reflected in such register by recording the identity of the assignee
or transferee of such Note in such register. Such Issuer shall reflect in such
register any such assignment, sale, disposition or transfer upon written notice
thereof from the Holder. Such Issuer shall treat the person whose name is
recorded in the register as the holder of this Note (and any other Note) as the
holder of this Note (and each such other Note) for all purposes.

     Section 1.  DEFINITIONS.

          As used in this Note, the following terms shall have the respective
meanings indicated below, such meanings to be applicable equally to the
singular, plural, masculine, feminine and neuter forms of such terms:

          "ADJUSTED CONSOLIDATED EBITDA" means, for any period, the net income
(or net loss) of CHAAS Acquisition and its consolidated Subsidiaries, determined
in accordance with GAAP, plus (a) any provision for (or less any benefit from)
Income Taxes, (b) any deduction for interest expense, net of interest income and
(c) depreciation and amortization expense (including the amortization of
capitalized tooling that is customer owned and non-reimbursed), and as adjusted
for the following items (to the extent that they are reflected in net income or
net loss):

          (i)    elimination of: (A) all extraordinary gains and losses
determined in accordance with GAAP (APB 30), (B) gains and losses from sales or
dispositions of property and equipment or other fixed assets, (C) all
non-recurring income and expense items not incurred in the ordinary course of
business to the extent included in the determination of net income for the
relevant determination period and (D) foreign currency transaction gains and
losses, to the extent included in the determination of net income for the
relevant determination period;

          (ii)   add-back for all management fees (but not reimbursed or
advanced expenses) paid or accrued to members of the Castle Harlan Group,
pursuant to the Management Agreement or otherwise and all expenses of CHAAS
Acquisition or any member of the Castle Harlan Group that were paid by the
Company in connection with the Transaction (as defined in the Purchase
Agreement) and all transactions occurring in connection with the Closing to the

                                       -2-


extent such expenses are included in the determination of net income for the
relevant determination period;

          (iii)  elimination of any income statement impact from the reserve
established by the Company in connection with the G3.0 Model Recall, to the
extent losses arising from the G3.0 Model Recall are actually paid for or
reimbursed by the Sellers or are subject to a continuing obligation of
indemnification of the Sellers pursuant to Article IX under the Purchase
Agreement under which the Sellers are not in default in respect thereof; and

          (iv)   elimination of any income statement impact in respect of fees
and expenses of law firms, accounting firms and other advisors paid or accrued
by the Company in connection with the negotiation of the Transaction (as defined
in the Purchase Agreement) to the extent such fees and expenses are taken into
account in computing Net Indebtedness (as defined in the Purchase Agreement) as
of the date of issuance of this Note under the Purchase Agreement or are
otherwise treated as current liabilities in the determination of Adjusted
Working Capital in accordance with the Purchase Agreement and Exhibit J thereto.

          Each of the financial accounting terms used in this definition of
Adjusted Consolidated EBITDA shall be determined in accordance with GAAP, to the
extent such items are addressed by GAAP.

          "AFFILIATE" means, with respect to any specified Person, a Person
that, directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with, such specified Person (it being
understood that a Person shall be deemed to "control" another Person, for
purposes of this definition, if such Person directly or indirectly has the power
to direct or cause the direction of the management and policies of such other
Person, whether through holding beneficial ownership interests in such other
Person, through contracts or otherwise). For purposes of a natural person, an
Affiliate shall also mean (i) the spouse or any lineal descendant (including
adopted children) of such person or (ii) any Person acting as custodian or
trustee for (A) any trust solely for the benefit of such person or the spouse or
lineal descendants (including adopted children) of such person, (B) any family
trust, partnership or limited liability company established solely for the
benefit of such person or such person's spouse or lineal descendants (including
adopted children) or for estate planning purposes, provided such trust, family
trust, partnership or limited liability company remains under the control of
such person, or (C) the estate of such person.

          "CASTLE HARLAN GROUP" means CHP IV, CHI and any other accounts or
funds managed by CHI or any Affiliate of CHI, other than members of the CHAAS
Group.

          "CHAAS ACQUISITION" means CHAAS Acquisitions, LLC, a Delaware limited
liability company.

          "CHAAS GROUP" means CHAAS Acquisition and its direct and indirect
Subsidiaries.

          "CHANGE IN CONTROL" means the initial event or series of events, other
than, for the avoidance of doubt, the Transaction (as defined in the Purchase
Agreement) in which:

                                       -3-


                 (a)   any Persons who are not Equityholders as of the date
hereof shall become the direct or indirect beneficial owners (within the meaning
of Section 13(d) of the Exchange Act) of equity interests in CHAAS Acquisition
which represent a majority of the voting power of all classes of equity
interests of CHAAS Acquisition taken together as one class, except pursuant to
an underwritten Public Offering of such equity interests by CHAAS Acquisition;
or

                 (b)   there shall occur a sale or other disposition of all or
substantially all of the assets of CHAAS Acquisition, other than to CHAAS
Acquisition and/or to one or more Subsidiaries of CHAAS Acquisition that are and
that remain a corporation, partnership, association or other business entity of
which securities or other ownership interests representing more than 50% of the
equity and more than 50% of the ordinary voting power or more than 50% of the
general partnership interests are owned by CHAAS Acquisition or any Subsidiaries
of CHAAS Acquisition; or

                 (c)   so long as no Change in Control has occurred under
clauses (a) or (b) above at such time, CHP IV, John K. Castle or Leonard M.
Harlan shall cease to have the right to designate and elect a majority of the
members of the Board of Managers of CHAAS Acquisition; or

                 (d)   a CHP IV Distribution has occurred.

          "CHI" means Castle Harlan, Inc., a Delaware corporation.

          "CHP IV" means Castle Harlan Partners IV, L.P., a Delaware limited
partnership.

          "CHP IV DISTRIBUTION" shall mean the distribution by CHP IV of all of
its equity interests in CHAAS Acquisition (or the securities issued in respect
thereof or in exchange therefor) to its limited partners, other than by reason
of the dissolution, liquidation or termination of CHP IV.

          "COMMON UNITS" means the common units and any other equity interests
of CHAAS Acquisition, the holders of which have the right, without limitation as
to amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
equity interests entitled to a preference.

          "COMPANY" means Advanced Accessory Systems, LLC, a Delaware limited
liability company.

          "DESIGNATED CHP SALE" means a sale of equity interests or assets,
directly or indirectly, of CHAAS Acquisition, in a single transaction or a
series of related transactions, that does not constitute a Change in Control
under clauses (a) or (b) of such definition in which the Castle Harlan Group
sells to one or more unaffiliated third parties or, in the context of an asset
sale where proceeds therefrom are distributed to member(s) of the Castle Harlan
Group, where Castle Harlan Group member(s) receive payments (excluding in all
cases, tax distributions and management fees paid or payable to members of the
Castle Harlan Group) in respect of its equity interests in CHAAS Acquisition,
whether in the form of distributions, the redemption of equity interests, or the
repayment or prepayment of Indebtedness held by members of the Castle Harlan

                                       -4-


Group that is, by its terms, convertible into or exercisable or exchangeable for
equity securities of CHAAS Acquisition or any of its Subsidiaries, but excluding
in all cases any Indebtedness held by any member of the Castle Harlan Group
under the Senior Subordinated Loan Document outstanding or in effect on the date
hereof, with a dollar value equal to at least one-third of its economic equity
interest, whether in the form of Common Units, Preferred Units or otherwise, in
CHAAS Acquisition or any of its Subsidiaries as of the date of the sale (when
combined with prior sales), it being understood and agreed that, for the
avoidance of doubt, any benefit to the Buyer or any of its Subsidiaries arising
from any Designated CHP Sale, including an increase in cash or Cash Equivalents
(as defined in the Purchase Agreement) or reduction in Indebtedness of the Buyer
or any of its Subsidiaries, shall not constitute an "indirect" dividend,
distribution or proceed to any member of the Castle Harlan Group; PROVIDED,
HOWEVER, that in determining whether such one-third threshold has been
satisfied, the value of the interests of the Castle Harlan Group shall be
calculated based on the value allocated to such interests at the time any such
interests were sold in the Designated CHP Sale (with all interests of the same
kind that were not sold in the Designated CHP Sale being calculated on the same
basis), or, for any portion of the equity interests that has not been attributed
a value that may be clearly extrapolated from the express provisions of the
agreements or instruments governing the Designated CHP Sale, the price allocated
to such interests at the time acquired.

          "DESIGNATED PUBLIC OFFERING" means a Public Offering that does not
constitute a Change in Control in which or in connection with which the Castle
Harlan Group has sold or has redeemed at least one-third of its economic equity
interest, whether in the form of Common Units, Preferred Units or otherwise, in
CHAAS Acquisition or any of its Subsidiaries, (when combined with prior sales)
as of the date of the Designated Public Offering; PROVIDED, HOWEVER, that in
determining whether such one-third threshold has been satisfied, the value of
the interests of the Castle Harlan Group shall be calculated based on the price
allocated to any such interests at the time such interests were sold or redeemed
in, or in connection with, the Designated Public Offering, (with all interests
of the same kind that were not sold in the Designated Public Offering being
calculated on the same basis) or, for any portion of the equity interests that
have not been attributed a value that may be clearly extrapolated from the
express provisions of the agreements or instruments governing the Designated
Public Offering, the price allocated to such interests at the time acquired.

          "ENFORCEMENT ACTION" shall mean (a) to take from or for the account of
any Issuer or any guarantor or any other obligor on the Subordinated
Indebtedness, by set-off or in any other manner, the whole or any part of any
moneys which may now or hereafter be owing by any Issuer or any such guarantor
or obligor with respect to the Subordinated Indebtedness, other than the
capitalizing of interest in accordance with the terms hereof and the set-off of
payments due hereunder as provided in Section 6.2 hereof, (b) to sue for payment
of, or to initiate or participate with others in any suit, action or proceeding
against any Issuer or any such guarantor or obligor to (i) enforce payment of or
to collect the whole or any part of the Subordinated Indebtedness or (ii)
commence judicial enforcement of any of the rights and remedies under this Note
or under any guaranty hereof or other agreement or applicable law with respect
to the Subordinated Indebtedness, (c) accelerate the Subordinated Indebtedness,
(d) exercise any put option or to cause any Issuer or any such guarantor or
obligor to honor any redemption or mandatory prepayment obligation under this
Note or under any guaranty hereof or any other agreement related to the
Subordinated Indebtedness or (e) to take any action under the provisions of any

                                       -5-


state or federal law, including, without limitation, the Uniform Commercial
Code, or under any contract or agreement, to enforce, foreclose upon, take
possession of or sell any property or assets of any Issuer or any such guarantor
or obligor to satisfy obligations hereunder.

          "EQUITYHOLDERS" means holders of equity interests of CHAAS
Acquisition, or any member of the Castle Harlan Group and their respective
Affiliates but only to the extent the foregoing hold interests in CHAAS
Acquisition, the voting control over which interests is vested with an officer,
director or senior employee of CHI.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "FINAL MATURITY DATE" means January 17, 2011; PROVIDED that the Final
Maturity Date shall automatically be extended, without further action on the
part of any Person, to the date 91 days after the scheduled maturity date under
any Senior Indebtedness incurred or created after the date of the issuance of
this Note to refinance or replace the Indebtedness owing under the Senior
Subordinated Loan Document in effect on the date hereof but in no event shall
the Final Maturity Date extend beyond October 17, 2011.

          "G3.0 MODEL RECALL" means the recall initiated by Volvo, Saab and
Volkswagen prior to the date of original issuance of this Note as set forth on
the respective recall notices issued in or about July 2002.

          "GAAP" means US generally accepted accounting principles, Consistently
Applied (as such term is defined in the Purchase Agreement).

          "GOVERNMENTAL ENTITY" means any nation or government, any foreign,
federal, state, province, city, town, municipality, county, local or other
political subdivision thereof or thereto and any department, commission, court
or arbitrator of competent jurisdiction, stock exchange board, bureau,
instrumentality, agency, organization, self-regulatory authority or other entity
exercising executive, legislative, judicial, taxing, regulatory,
quasi-governmental or administrative powers or functions of or pertaining to
government.

          "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, commodity future or option contracts,
currency swap agreements, currency future or option contracts and other similar
agreements.

          "INCOME TAXES" means Taxes imposed upon, or measured by, net income.

          "INCREMENTAL AMOUNT" shall have the meaning ascribed thereto in
Section 6.9 hereof.

          "INDEBTEDNESS" means (without duplication), with respect to any
Person, whether recourse to all or a portion of the assets of such Person and
whether or not contingent, (a) every obligation of such Person for money
borrowed, (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (d) every obligation of such
Person issued or assumed as the deferred

                                       -6-


purchase price of property or services, (e) every capitalized lease obligation
of such Person, (f) every obligation of such Person under Hedge Agreements, and
(g) every obligation of the type referred to in clauses (a) through (f) of
another Person and all other obligations of another Person (i) the payment of
which, in either case, such Person has guaranteed or (ii) which is secured by
any Lien on any property or asset of such Person, the amount of such
Indebtedness being deemed to be the lesser of the actual amount of the guarantee
or the value of such property or assets subject to such Lien, as the case may
be, and the amount of the Indebtedness so guaranteed or secured, as the case may
be. Notwithstanding the foregoing, trade accounts payable arising in the
ordinary course of business and any liability for federal, state or local taxes
or other taxes owed by such Person will not be considered Indebtedness for
purposes of this definition. The amount outstanding at any time of any
Indebtedness issued with original issue discount shall be the aggregate
principal amount at maturity of such Indebtedness, less the remaining
unamortized portion of the original issued discount of such Indebtedness at such
time, as determined in accordance with GAAP.

          "LIEN" means any preemptive right, mortgage, restriction on voting or
transfer or any pledge, lien (statutory or otherwise), usufruct, hypothetical
assignment for security, "claim" (as such term is used in this context outside
of the United States), preference priority charge, hypothecary, encumbrance or
security interest of any kind.

          "LIQUIDATION" means any voluntary or involuntary liquidation,
dissolution or winding up of any of (x) the Issuers or (y) one or more members
of the CHAAS Group that, in the aggregate, generate more than 25% of the
Adjusted Consolidated EBITDA of the CHAAS Group taken as a whole, determined,
for purposes of the Liquidation of more than one such member, by the sum of the
contribution of such members to such Adjusted Consolidated EBITDA as of the time
of the consummation of the Liquidation of such members and, in all cases, based
on the trailing four fiscal quarters for which financial statements of the CHAAS
Group are at the time of the consummation thereof available; PROVIDED, HOWEVER,
that the term Liquidation shall not include any dissolution, liquidation or
winding up in connection with any merger or consolidation of any such member or
members of the CHAAS Group effected to reincorporate in another jurisdiction or
the conversion of any such member or members into another legal form (so long as
such successor assumes by operation of law or otherwise expressly assumes all
obligations hereunder).

          "MANAGEMENT AGREEMENT" means the management agreement among CHAAS
Acquisition, the Company and CHI, as may be amended, modified or supplemented
from time to time.

          "PERSON" means a natural person, a corporation, a limited liability
company, a partnership, an association, a trust or any other entity or
organization, including a Governmental Entity.

          "PREFERRED UNITS" means the preferred units of CHAAS Acquisitions and
any other equity interests of CHAAS Acquisition which entitle the holder thereof
to a preference with respect to the payment of dividends or distributions, or as
to the liquidating dividends or distribution of assets upon any voluntary or
involuntary liquidation or dissolution of CHAAS Acquisition, over the Common
Units.

                                       -7-


          "PROCEEDING" means, as to any Person, (i) any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition or other
similar proceeding relating to such Person or its properties as such or (ii) any
assignment for the benefit of creditors or marshalling of the assets of such
Person.

          "PUBLIC OFFERING" shall mean a public offering of equity interests of
CHAAS Acquisition or any of its Subsidiaries or any successor to CHAAS
Acquisition or such Subsidiaries.

          "PURCHASE AGREEMENT" means the Securities Purchase Agreement among
CHAAS Acquisition, the Company, Holder, J. P. Morgan Partners (23A SBIC),
L.L.C., in its capacity as Sellers' Representative, and the other parties
thereto, dated as of April 15, 2003, relating to the acquisition of all of the
membership interests of the Company, as may be amended, modified or supplemented
from time to time.

          "SECURITY" shall have the meaning given to such term in Section 2(1)
of the Securities Act.

          "SELLERS" shall mean the Persons designated as Sellers on the
signature pages to the Purchase Agreement.

          "SENIOR AGENT" means General Electric Capital Corporation, as agent
for the lenders under the Senior Secured Loan Document, or any other Person
appointed by the holders of the Indebtedness owing under the Senior Secured Loan
Document as "Senior Agent" for the purposes of this Note and, after the
Indebtedness under the Senior Secured Loan Document has been paid in full, CHP
IV under the Senior Subordinated Loan Document, any other Person appointed by
the holders of the Indebtedness owing under any Senior Subordinated Loan
Document as "Senior Agent" for the purposes of this Note or any other Person
serving in a comparable capacity with respect to any other Senior Indebtedness.

          "SENIOR EVENT OF DEFAULT" means an Event of Default, as such term or
comparable term is defined or otherwise used in a Senior Loan Document.

          "SENIOR INDEBTEDNESS" means the principal of and premium, if any, and
interest on any Indebtedness (including interest accruing (at the rate provided
for in the Senior Loan Documents applicable thereto) after the filing of a
petition initiating any Proceeding or any other proceeding pursuant to any
bankruptcy law, insolvency law or other similar law, in each case, whether or
not a claim for such interest is allowed) and all other amounts due (including
without limitation all fees, costs, indemnities and expenses) on or in
connection with any Indebtedness of CHAAS Acquisition, the Issuers, Brink B.V.,
a Netherlands BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID ("BRINK BV"),
or any of their respective direct or indirect Subsidiaries, including without
limitation, under (i) any Senior Secured Loan Document (including without
limitation all US Loans and all European Loans, each as defined in the Senior
Secured Loan Document in effect on the date hereof) or (ii) any Senior
Subordinated Loan Document, in each case, outstanding on the date hereof or
hereafter incurred; PROVIDED, HOWEVER, that Senior Indebtedness (which shall,
for the avoidance of doubt, include all Indebtedness owing under any Senior Loan
Document) shall not include any Subordinated Indebtedness or Indebtedness which,

                                       -8-


by its terms, is pari passu with, or subordinated in right of payment to, any
Subordinated Indebtedness of any Issuer.

          "SENIOR LOAN DOCUMENT" means a credit agreement, loan agreement,
securities purchase agreement, indenture, promissory note, guaranty, security
agreement or other agreement, instrument or other document (as the same may be
amended, supplemented or otherwise modified from time to time) entered into from
time to time by CHAAS Acquisition, any Issuer, Brink BV and/or any of their
respective direct and indirect Subsidiaries in connection with any Senior
Indebtedness, including without limitation, the Senior Secured Loan Document,
the Senior Subordinated Loan Document and all Loan Documents (as defined under
the Senior Secured Loan Document), each as may be amended, supplemented, or
otherwise modified from time to time, including, without limitation, amendments,
modifications, supplements and restatements thereof giving effect to increases,
renewals and extensions thereof, or refunded, deferred, restructured, replaced
or refinanced from time to time in whole or in part (whether with the original
agent or agents and lenders or other agents and lenders or otherwise, and
whether provided under the original Senior Loan Document or other credit,
finance, loan, underwriting or purchase agreements, instruments, indentures or
otherwise).

          "SENIOR SECURED LOAN DOCUMENT" means the Credit Agreement dated as of
the date hereof among SportRack, Valley, Brink B.V., various lenders from time
to time party thereto, and General Electric Capital Corporation as agent for
such lenders, as such Credit Agreement may be amended, supplemented, or
otherwise modified from time to time, including, without limitation, amendments,
modifications, supplements and restatements thereof giving effect to increases,
renewals and extensions thereof, or refunded, deferred, restructured, replaced
or refinanced from time to time in whole or in part (whether with the original
agent or agents and lenders or other agents and lenders or otherwise, and
whether provided under the original Credit Agreement or other credit, finance,
loan, underwriting or purchase agreements, instruments, indentures or
otherwise).

          "SENIOR SUBORDINATED LOAN DOCUMENT" means the Convertible Subordinated
Bridge Promissory Note issued by SportRack and Valley to CHP IV or one or more
of its Affiliates, dated as of the date hereof, as may be amended, supplemented,
or otherwise modified from time to time, including, without limitation,
amendments, modifications, supplements and restatements thereof giving effect to
increases, renewals and extensions thereof, or refunded, deferred, restructured,
replaced or refinanced from time to time in whole or in part (whether with CHP
IV, any Affiliate of CHP IV, any other agents or lenders or otherwise, and
whether provided under the Convertible Subordinated Bridge Promissory Note or
any other credit, finance, loan, underwriting or purchase agreements,
instruments, indentures or otherwise).

          "SUBORDINATED INDEBTEDNESS" means all principal of, and interest on,
and any other amounts owing under this Note and any other promissory notes
issued by the Issuers from time to time to the Sellers in connection with the
Purchase Agreement, including any Contingent Payment Notes.

          "SUBSIDIARY" means, with respect to any Person at any time, any
corporation, partnership, joint venture, limited liability company, trust or
estate of which (or in which) more than 50% of:

                                       -9-


          (a)    the issued and outstanding shares of capital stock having
     ordinary voting power to elect a majority of the board of directors of such
     corporation (irrespective of whether at the time shares of capital stock of
     any other class or classes of such corporation shall or might have voting
     power upon the occurrence of any contingency);

          (b)    the interest in the capital or profits of such partnership,
     joint venture or limited liability company; or

          (c)    the beneficial interest in such trust or estate,

is, at such time, directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such
Person's other Subsidiaries.

          "TAX" (or, when referring to more than one Tax, the term "TAXES")
includes any Federal, state, provincial, local or foreign net income, gross
income, net receipts, gross receipts, profit, capital, severance, property,
production, sales, use, license, excise, franchise, employment, payroll,
withholding, alternative or add-on minimum, AD VALOREM, value-added, transfer,
stamp, employment or other tax, custom, duty, fee or other governmental charge
of any kind, together with any interest, fine, penalty, addition to tax or
additional amount imposed with respect thereto.

     Section 2.  SUBORDINATION.

          Section 2.1.    AGREEMENT TO SUBORDINATE. The Issuers and the Holder
agree that the Subordinated Indebtedness does not constitute Senior Indebtedness
and is and shall be subordinate, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of the Senior
Indebtedness. For purposes of this Note, the Senior Indebtedness shall not be
deemed to have been paid in full until the holders thereof shall have received
payment in full of the Senior Indebtedness in cash and all commitments to lend
under the Senior Loan Documents have terminated.

          Section 2.2.    RESTRICTIONS ON PAYMENT OF THE SUBORDINATED
INDEBTEDNESS.

          (a)    Notwithstanding any other term of this Note or any other
     document, the Holder will not ask, demand, sue for, take or receive,
     directly or indirectly, from any Issuer, any guarantor or any other obligor
     of the Subordinated Indebtedness (and the Issuers, any guarantor or obligor
     of the Subordinated Indebtedness will not make) in cash or other property,
     by set-off, or in any other manner, payment of, or security for, any or all
     of the Subordinated Indebtedness unless and until the Senior Indebtedness
     shall have been paid in full; PROVIDED, HOWEVER, that, subject to the
     following proviso, the Holder may receive, and any Issuer may pay (i) in
     cash or other property, the principal amount of this Note on or after the
     Final Maturity Date ("PERMITTED CASH PRINCIPAL PAYMENT"), (ii) in kind,
     either through the issuance of new subordinated notes on the exact same
     terms or capitalization of such interest to the Note (as opposed to payment
     in cash or other property), interest on the Subordinated Indebtedness
     evidenced by this Note in the stated amounts and on the stated dates of
     payment hereof ("PERMITTED PIK PAYMENTS"), (iii) in cash or other property,
     all accrued and unpaid interest on the Subordinated Indebtedness evidenced
     by this Note in the stated amounts on or after the Final Maturity Date
     ("PERMITTED CASH INTEREST PAYMENT"), (iv) by way of set-off, the

                                      -10-


     principal amount and all accrued and unpaid interest on the Subordinated
     Indebtedness evidenced by this Note against payments due by the Holder to
     the extent provided under Section 6.2 hereof ("PERMITTED SET-OFF PAYMENTS")
     and (v) to the extent permitted under Section 6.9 hereof, in cash or other
     property, the principal amount of this Note represented by any Incremental
     Amount, which shall in no event exceed the US Dollar equivalent of EURO
     45,379, in the aggregate, in any twelve-month period, together with any
     accrued and unpaid interest on such Incremental Amount ("PERMITTED CASH
     INCREMENTAL AMOUNT PAYMENTS"); PROVIDED, however, no Permitted Cash
     Principal Payment, Permitted Cash Incremental Amount Payment or Permitted
     Cash Interest Payment shall be made if, at the time of making such payment
     and immediately after giving effect thereto, a Senior Event of Default
     shall have occurred and be continuing or would result after giving effect
     to such payment or the Senior Agent shall have delivered to the Issuers and
     the Holder a written notice (a "PAYMENT BLOCKAGE NOTICE"), and which shall
     specify that it is a Payment Blockage Notice delivered pursuant to these
     subordination provisions, shall state that a Senior Event of Default has
     occurred and is continuing and (x) 180 days shall not have elapsed from the
     Final Maturity Date (but in no event shall a Payment Blockage Notice be
     effective for any period after July 15, 2011, at which time all existing
     Payment Blockage Notices shall cease to be effective and no Senior Agent or
     any holder of Senior Indebtedness shall have the right to deliver any other
     Payment Blockage Notices thereafter (and if delivered shall be void)) and
     (y) such Senior Event of Default described in each Payment Blockage Notice
     (if effective) shall not have been remedied or waived by the requisite
     percentage of holders of Senior Indebtedness under the applicable Senior
     Loan Document pursuant to which each such Senior Event of Default has
     arisen; PROVIDED, FURTHER, HOWEVER, that in no event may the periods
     covered by any one or more Payment Blockage Notice exceed 180 days in any
     360 consecutive day period.

          (b)    This Note shall continue to accrue interest during any period
     of Payment Blockage Notice and may not be paid except for Permitted PIK
     Payments and Permitted Set-Off Payments.

          Section 2.3.    ADDITIONAL PROVISIONS CONCERNING SUBORDINATION.

          (a)    If any Proceeding shall have been commenced and be continuing
     with respect to any Issuer or any guarantor or obligor of any Subordinated
     Indebtedness, all Senior Indebtedness (including without limitation all
     Indebtedness owing under any Senior Secured Loan Document and any Senior
     Subordinated Loan Document, whether in effect on the date hereof or
     hereafter) shall first be paid in full before the Holder shall be entitled
     to receive any payment (whether in cash, securities or other property),
     other than Permitted PIK Payments or Permitted Set-Off Payments, by or on
     behalf of any Issuer, such guarantor or such obligor on account of any
     Subordinated Indebtedness.

          (b)    All payments or distributions upon or with respect to the
     Subordinated Indebtedness which are received by the Holder contrary to the
     provisions of this Note shall be received in trust for the benefit of the
     holders of the Senior Indebtedness, shall be segregated from other funds
     and property held by the Holder and shall be forthwith paid over to the
     Senior Agent, in the same form as so received (with any necessary
     indorsement) to be applied (in the case of cash) to or held as collateral
     (in the case of securities or other non-cash property) for the payment or
     prepayment of the Senior Indebtedness under the Senior

                                      -11-


     Secured Loan Document until the Senior Indebtedness under the Senior
     Secured Loan Document shall have been paid in full, and after all Senior
     Indebtedness under the Senior Secured Loan Document has been paid in full,
     to the "Senior Agent" designated under any Indebtedness that is junior or
     pari passi in right of payment to the Senior Indebtedness owing under any
     Senior Secured Loan Document and senior in right of payment to the Senior
     Indebtedness owing under any Senior Subordinated Loan Document, and after
     all such Senior Indebtedness has been paid in full, to the Senior Agent
     under the Senior Subordinated Loan Document for the payment or prepayment
     of the Senior Indebtedness under the Senior Subordinated Loan Document
     until the Senior Indebtedness under the Senior Subordinated Loan Document
     shall have been paid in full. In the event of a Proceeding involving any
     Issuer or any guarantor or obligor of any Subordinated Indebtedness, the
     Holder (i) irrevocably authorizes, empowers and directs any debtor, debtor
     in possession, receiver, trustee, liquidator, custodian, conservator or
     other Person having authority, to pay or otherwise deliver all such
     payments or distributions upon or with respect to the Subordinated
     Indebtedness to Senior Agent and (ii) irrevocably authorizes and empowers
     Senior Agent, in the name of the Holder, to demand, sue for, collect and
     receive any and all such payments or distributions on the Subordinated
     Indebtedness, in each case, in accordance with the terms hereof.

          (c)    Holder agrees not to initiate, prosecute or participate in any
     claim, action or other proceeding challenging the enforceability, validity,
     perfection or priority of the Senior Indebtedness or any liens and security
     interests securing the Senior Indebtedness.

          (d)    In the event of a Proceeding involving any Issuer or any
     guarantor or obligor of any Subordinated Indebtedness, Holder empowers and
     appoints Senior Agent its agent and attorney-in-fact to (i) execute,
     verify, deliver and file such proofs of claim upon the failure of Holder
     promptly to do so prior to 30 days before the expiration of the time to
     file any such proof of claim and (ii) vote such claim in any such
     Proceeding upon the failure of Holder to do so prior to 15 days before the
     expiration of the time to vote any such claim; provided Senior Agent shall
     have no obligation to execute, verify, deliver, file and/or vote any such
     proof of claim. In the event that Senior Agent votes any claim in
     accordance with the authority granted hereby, Holder shall not be entitled
     to change or withdraw such vote.

          (e)    The holders of Senior Indebtedness are hereby authorized to
     demand specific performance of this Note, and the Issuers hereby
     irrevocably waive any defense based on the adequacy of a remedy at law
     which might be asserted as a bar to such remedy of specific performance.

          Section 2.4.    SENIOR INDEBTEDNESS STANDSTILL PROVISIONS. Until the
earlier of (i) the Senior Indebtedness being paid in full and (ii) the later of
(x) the Final Maturity Date and (y) the date that all Payment Blockage Notices
have expired or are no longer effective in accordance with Section 2.2(a), but,
in each case, in no event later than July 15, 2011 (at which time all existing
Payment Blockage Notices shall cease to be effective and no Senior Agent or any
holder of Senior Indebtedness shall have the right to deliver any other Payment
Blockage Notices thereafter (and, if so delivered, shall be void)), Holder shall
not, without prior written consent of each of the holders of the Senior
Indebtedness, take any Enforcement Action with respect to the Subordinated
Indebtedness, other than Enforcement Actions with respect to the Issuers'

                                      -12-


obligation to make Permitted Cash Incremental Amount Payments in accordance with
Section 6.9 hereof. Notwithstanding the foregoing, Holder may file proofs of
claim against any Issuer in any Proceeding involving any Issuer. Any
distributions, payments or other proceeds of any Enforcement Action obtained by
Holder in violation of the foregoing prohibition shall be subject to Section
2.3(b) above.

          Section 2.5.    SENIOR INDEBTEDNESS UNCONDITIONAL.

          (a)    All rights and interests of the holders of the Senior
     Indebtedness hereunder, and all agreements and obligations of the Holder
     and any Issuer hereunder, shall remain in full force and effect, and the
     Senior Indebtedness shall continue to be treated as Senior Indebtedness
     under this Note, irrespective of: (i) any lack of validity or
     enforceability of any Senior Loan Document or any other agreement or
     instrument relating thereto, (ii) any change in the time, manner or place
     of payment of, or in any other term in respect of, all or any of the Senior
     Indebtedness, or any other amendment or waiver of or any consent to
     departure from any Senior Loan Document, (iii) any exchange or release of,
     or non-perfection of any Lien on or security interest in, any collateral,
     or any release or amendment or waiver of or consent to departure from any
     guaranty, for all or any of the Senior Indebtedness, (iv) whether all or
     any part of the Senior Indebtedness or the security interests securing the
     Senior Indebtedness are subordinated, set aside, avoided, invalidated or
     disallowed in connection with any Proceeding or (v) any other circumstance
     which might otherwise constitute a defense available to, or a discharge of,
     any Issuer in respect of the Senior Indebtedness of the Holder or any
     Issuer in respect of this Note.

          (b)    This entire Section 2 shall continue to be effective or shall
     be reinstated, as the case may be, if at any time any payment of any of the
     Senior Indebtedness is rescinded or must otherwise be returned by a holder
     of Senior Indebtedness upon the commencement of a Proceeding or otherwise,
     all as though such payment had not been made.

          Section 2.6.    WAIVERS. Except as otherwise expressly provided
herein, each Issuer hereby waives promptness and diligence, and each of the
Holder and the Issuers hereby waives (a) notice of acceptance and notice of the
incurrence of any Senior Indebtedness by the Issuers, (b) notice of any actions
taken by the holder of any Senior Indebtedness or the Issuers or any other
Person under any Senior Loan Document or any other agreement or instrument
relating thereto other than Payment Blockage Notices, (c) all other notices,
demands and protests, and all other formalities of every kind in connection with
the enforcement of the Senior Indebtedness or of the obligations of the Holder
and the Issuers hereunder, the omission of or delay in which, but for the
provisions of this Section, might constitute grounds for relieving the Holder or
the Issuers of their obligations hereunder and (d) any requirement that any
holder of Senior Indebtedness protect, secure, perfect or insure any security
interest or other lien or any property subject thereto or exhaust any right to
take any action against any Issuer or any other Person or any collateral.

          Section 2.7.    SUBROGATION. No payment or distribution to a holder of
Senior Indebtedness pursuant to the provisions of this Note shall entitle the
Holder to exercise any rights of subrogation in respect thereof until all of the
Senior Indebtedness shall have been paid in full. After all of the Senior
Indebtedness shall have been paid in full, the Holder shall be subrogated to the
rights of the holders of the Senior Indebtedness to receive payments or
distributions of

                                      -13-


assets of the Issuers applicable to the Senior Indebtedness until all amounts
owing in respect of the Subordinated Debt shall be paid in full, and for the
purpose of such subrogation, no such payments or distributions to the holders of
the Senior Indebtedness by or on behalf of the Issuers or by or on behalf of the
Holder by virtue of this Section 2 which otherwise would have been made to the
Holder shall, as among the Issuers, their creditors (other than the holders of
its Senior Indebtedness) and the Holder, be deemed to be payment by the Issuers
to or on account of the Senior Indebtedness, it being understood that the above
provisions relating to subordination are solely for the purpose of defining the
relative rights of the holders of the Senior Indebtedness on the one hand, and
the Holder, on the other hand.

          Section 2.8.    OBLIGATIONS OF ISSUERS UNCONDITIONAL; ABSENCE OF
NOTICE.

          (a)    Except to the extent that the Holder has authorized the
     Issuers, and the Issuers have bound themselves, not to make any payment on
     the Subordinated Indebtedness other than in accordance with this Note, as
     set forth in the Issuers' undertaking appearing in this Note, nothing
     contained herein shall impair, as between the Issuers and the Holder, the
     obligation of the Issuers, which is absolute and unconditional, to pay the
     principal amount of and interest on the Subordinated Indebtedness in
     accordance with the terms hereof, or affect the relative rights of the
     Holder and creditors of the Issuers other than the holders of the Senior
     Indebtedness, nor shall anything herein (other than Section 2.4 above)
     prevent the Holder from exercising all remedies otherwise permitted by
     applicable law upon default, subject to the rights, if any, under this Note
     of the holders of the Senior Indebtedness.

          (b)    The Holder shall not at any time be charged with knowledge of
     the existence of any facts which would prohibit the making of any payment
     to it or the taking of any other action under this Note, unless and until
     the Holder and the Issuers shall have received a notice thereof from the
     applicable holders of the Senior Indebtedness and, prior to the receipt of
     any such notice, the Holder shall be entitled to assume that no such facts
     exist.

     Section 3.  INTENTIONALLY OMITTED

     Section 4.  EVENTS OF DEFAULT. If any of the following events (each, an
"EVENT OF DEFAULT," and collectively, the "EVENTS OF DEFAULT") shall occur and
be continuing:

          (a)    the failure of any Issuer to pay any principal amount of, or
     interest on, this Note when due, by acceleration or otherwise;

          (b)    default in the observance of the covenants set forth herein in
     any of Sections 7.6, 7.7, 7.8 or 7.9 of the Purchase Agreement, which
     default shall remain uncured for a period of fifteen (15) days after notice
     thereof by the Holder to the Issuers;

          (c)    (i) commencement of any Liquidation; (ii) the general
     assignment for the benefit of its creditors by any Issuer or by one or more
     members of the CHAAS Group that generate more than 25% of the Adjusted
     Consolidated EBITDA of the CHAAS Group taken as a whole, determined, for
     purposes of the general assignment by more than one such member, by the sum
     of the contribution of such members to such Adjusted Consolidated EBITDA as
     of the date of the general assignment by such members and, in all cases,
     based on the trailing four fiscal quarters for which financial statements
     of the CHAAS Group are

                                      -14-


     then available; (iii) the commencement of any Proceeding by or against any
     Issuer or one or more members of the CHAAS Group that generate more than
     25% of the Adjusted Consolidated EBITDA of the CHAAS Group taken as a
     whole, determined, for purposes of a Proceeding by or against more than one
     such member, by the sum of the contribution of such members to such
     Adjusted Consolidated EBITDA as of the date of the Proceeding of such
     members and, in all cases, based on the trailing four fiscal quarters for
     which financial statements of the CHAAS Group are then available, whether
     voluntary or involuntary, or other action referred to in clause (i) or (ii)
     which results in the entry of an order for relief or any such adjudication
     or appointment which remains undismissed, undischarged, or unstayed for a
     period of ninety (90) days; or (iv) the taking of any corporate action for
     the purposes of any of the foregoing;

          (d)    default by the obligor or any guarantor under any Senior
     Indebtedness shall be made with respect to any Senior Indebtedness and as a
     result thereof the maturity of Senior Indebtedness in an aggregate
     principal amount of at least $15,000,000 shall have been accelerated prior
     to its stated maturity; or

          (e)    any Change in Control shall have occurred.

then and in any such event, the Holder may, upon notice to the Issuers, declare
the entire unpaid principal amount of this Note, together with all accrued and
unpaid interest thereon (including, but not limited to, any overdue interest),
to be due and payable, PROVIDED, HOWEVER, that as to clause (c), the entire
unpaid principal amount of this Note, together with all accrued and unpaid
interest thereon (including, but not limited to, any overdue interest) shall be
due and payable automatically and without diligence, presentment, demand,
protest, or other notice of any kind, all of which are hereby expressly waived.

     Section 5.  PREPAYMENT.

          Section 5.1.    OPTIONAL PREPAYMENT. Subject to the provisions
contained in Section 2 of this Note, any Issuer may, at its option, prepay the
principal of and interest on this Note, in whole or in part, at any time and
from time to time, without penalty or premium.

          Section 5.2.    MANDATORY PREPAYMENTS. Subject to the provisions
contained in Section 2 of this Note, upon the occurrence of each Designated
Public Offering and each Designated CHP Sale, the Issuers shall prepay a
percentage of the then outstanding principal of this Note and accrued and unpaid
interest thereon equal to the percentage of the value of equity interests sold
by the Castle Harlan Group in relation to the value of its equity interests as
of the date thereof in such Designated Public Offering, valuing such interests
as provided in the definition of "Designated Public Offering" or "Designated CHP
Sale," as the case may be.

     Section 6.  MISCELLANEOUS.

          Section 6.1.    AMENDMENTS/THIRD PARTY BENEFICIARIES. No amendment of
any provision of this Note shall be effective unless it is in writing and signed
by the Issuers and the holders of a majority of the then outstanding aggregate
principal amount of all of the outstanding Promissory Notes, and no waiver of
any provision of this Note, and no consent to any departure therefrom, shall be
effective unless it is in writing and signed by such holders, and then such

                                      -15-


waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. In addition to the foregoing, no amendment,
waiver or other modification of any provision of this Note shall be effective
unless it is in writing and signed by (i) if all of the Senior Indebtedness
under the Senior Secured Loan Document has not been paid in full, the Senior
Agent and (ii) if all of the other Senior Indebtedness has not been paid in
full, the lowest percentage of holders of Senior Indebtedness under the relevant
Senior Loan Document necessary to effect a waiver or amendment under such Senior
Loan Document to the extent that the effect of such amendment is to: (a)
increase the principal, premium, interest rate, fees and expenses under this
Note or provide for interest to be payable in cash or property, except as set
forth in Section 6.9; (b) accelerate the dates upon which payments of principal,
interest or other amounts are due under this Note or accelerate the principal,
interest or other amount of the Indebtedness owing under this Note (including by
amending the definition of Final Maturity Date to provide for a maturity date
that is earlier than the Final Maturity Date (as this Note is in effect on the
date hereof)); (c) add or make more restrictive any Event of Default or covenant
with respect to the Indebtedness under this Note; (d) make more onerous on the
Issuers the redemption or prepayment provisions of the Indebtedness under this
Note; (e) make more onerous the subordination provisions under this Note (or the
subordination terms of any guaranty of this Note), including without limitation
Section 2 hereof and any definition relating thereto; (f) alter this sentence in
a manner adverse to any holder of Senior Indebtedness, (g) change or amend the
definitions of Senior Indebtedness, Enforcement Action, Subordinated
Indebtedness, Senior Secured Loan Document, Senior Subordinated Loan Document
and any definitions relating to any of the foregoing in a manner adverse to any
holder of Senior Indebtedness or (h) change or amend any other term hereof if
such change or amendment would materially increase the obligations of any Issuer
or confer additional material rights on the Holder in a manner adverse to any
holder of the Senior Indebtedness. The holders of the Senior Indebtedness are
intended beneficiaries of the foregoing sentence and all the subordination
provisions set forth in this Note, including without limitation Section 2 and
Section 6.2 hereof.

          Section 6.2.    SET-OFF. Payments of all or any portion of the
outstanding principal amount, together with unpaid interest thereon, due and
payable to any Holder hereunder shall be subject to set-off by any Issuer for
any amounts due to CHAAS Acquisition or its Affiliates as provided in Article IX
of the Purchase Agreement (as in effect on the date hereof). Without the consent
of Senior Agent, no such set-off shall be permitted unless (i) such set-off is
being made with respect to non-monetary payments and expenses as provided under
Section 9.5(g)(i) (as in effect on the date hereof) of the Purchase Agreement
for which no cash indemnification is provided for under the Purchase Agreement
or (ii) all of the funds in the Escrow Agreement (as defined in the Purchase
Agreement as in effect on the date hereof) and, if applicable, the additional
$10 million of indemnification provided in Section 9.5(f) (as in effect on the
date hereof) of the Purchase Agreement, have each been fully exhausted.

          Section 6.3.    EXERCISE OF REMEDIES. No failure on the part of the
Holder to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right.

          Section 6.4.    UNENFORCEABILITY. Any provision of this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of

                                      -16-


such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

          Section 6.5.    NOTICES. All notices and other communications provided
for hereunder shall be in writing, shall be mailed, telecopied or delivered, if
to the Holder, to it at its address as specified in the Purchase Agreement, with
a copy to the Sellers' Representative under the Purchase Agreement at J.P.
Morgan Partners (23A SBIC), L.L.C., c/o J.P. Morgan Partners, LLC, 1221 Avenue
of the Americas, New York, New York 10020; Attention: Official Notices Clerk;
facsimile no. (212) 899-3401; and if to the Issuers, to it Attention: Howard
Weiss c/o Castle Harlan Partners IV, L.P., 150 East 58th Street, New York, New
York 10155, facsimile no: (212) 207-8042; and if to the Senior Agent under the
Senior Secured Loan Document: General Electric Corporation, 335 Madison Avenue,
12th Floor, New York, New York 10017, Attention: SportRack/Valley/Brink Account
Officer, facsimile no: 212 983-8766, General Electric Capital Corporation, 201
High Ridge Road, Stamford, Connecticut 06927-5100. Attention: Corporate
Financial Services - General Counsel, facsimile: (203) 316-7899 and General
Electric Capital Corporation, 500 West Monroe Street, Chicago, Illinois 60661,
Attention: Corporate Counsel, Commercial Finance - Merchant Banking; facsimile:
(312) 441-6876; and to any other Senior Agent under any other Senior Loan
Document to the address designated by the Issuers from time to time, or as to
any such Person at such other address as shall be designated by such Person and
shall be deemed to have been duly given or made as of the date delivered, mailed
or transmitted, and shall be effective upon receipt, if delivered personally,
mailed by registered or certified mail (postage prepaid, return receipt
requested) or sent by fax (with immediate confirmation) or nationally recognized
overnight courier service and shall be effective (i) if mailed, five days after
being deposited in the mails, (ii) if telecopied, when received, and (iii) if
delivered, upon delivery. One of the Issuers shall notify the Senior Agent as to
any change in address of any of the Issuers. Notice of any action by (including,
without limitation, delivery of a Payment Blockage Notice) the Senior Agent or
any Issuer delivered to the Sellers' Representative shall be deemed notice to
all Holders for all purposes under this Note. The Sellers' Representative shall
notify the Issuers and the Senior Agent of any change in address of the Sellers'
Representative.

          Section 6.6.    JURISDICTION. EACH ISSUER AND THE HOLDER (BY ITS
ACCEPTANCE HEREOF) EACH HEREBY (A) IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, (B) WAIVES ANY
DEFENSE BASED ON DOCTRINES OF VENUE OR FORUM NON CONVENIENS, OR SIMILAR RULES OR
DOCTRINES, AND (C) IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH AN
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT.

          Section 6.7.    JURY TRIAL. EACH ISSUER AND THE HOLDER (BY ITS
ACCEPTANCE HEREOF) MUTUALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

                                      -17-


          Section 6.8.    GOVERNING LAW. This Note shall be governed by, and
construed and interpreted in accordance with, the internal laws of the State of
New York applicable to contracts made and to be performed therein without
consideration as to choice of law.

          Section 6.9.    PROVISIONS RELATING TO NETHERLANDS DOMICILIARIES. To
the extent that the Holder of this Note is entitled to an increase in the
principal amount of this Note by virtue of the operation of Section 2.4(c) of
the Purchase Agreement, each such time an increase in the principal amount of
this Note is required in accordance with Section 2.4(c) of the Purchase
Agreement and provided the Holder shall have certified to CHAAS Acquisition and
the Issuers at such time that it is a Netherlands Domiciliary (as defined in the
Purchase Agreement) and the Holder is not eligible to be issued a Contingent
Payment Note in an amount less than EURO 45,379 without registration of such
Contingent Payment Note under the Laws of the Netherlands, the Issuers shall
issue to the Holder of this Note a new Note upon delivery of this Note by the
Holder to the Issuers reflecting the increase in the principal amount of such
Promissory Note (such amount, the "INCREMENTAL AMOUNT"). Subject to the
provisions contained in Section 2 of this Note, following the end of each fiscal
year in which this Note remains outstanding, the Issuers shall pay in cash the
maximum amount of the principal outstanding under this Note represented by any
Incremental Amount (together with any accrued and unpaid interest on such
Incremental Amount) to the extent the payment of which would not reasonably
likely result in or cause, without giving effect to the passage of time, at the
time of such payment or during the fiscal quarter in which such payment is
otherwise to be made, a Senior Event of Default. Such payments shall be made as
to such Incremental Amount owing under this Note (together with accrued and
unpaid interest on such Incremental Amount) in the same proportion as payments
are made in respect of any Contingent Payment Notes (together with accrued and
unpaid interest thereon) and any other Incremental Amount (together with any
accrued and unpaid interest on such other Incremental Amount) outstanding under
any other Promissory Note that has an Incremental Amount outstanding thereunder
and shall be made promptly following the Issuers' delivery of covenant
compliance certificates required under any Senior Loan Document for the fiscal
year then ended. Any dispute concerning payments of any Incremental Amount under
this Section 6.9 shall be governed by Sections 2.3(b)(ii) and (iii) of the
Purchase Agreement.

          Section 6.10.   SUBORDINATED GUARANTEE. The obligation to pay
principal and interest on this Note when due is guaranteed, jointly and
severally, by CHAAS Acquisition, AAS Acquisitions, LLC, a Delaware limited
liability company, the Company, Valtek, LLC, a Delaware limited liability
company and AAS Capital Corporation, a Delaware corporation, pursuant to that
certain Subordinated Guarantee dated as of even date herewith in favor of
Holder.

                                      -18-


                                        ISSUERS


                                        SPORTRACK, LLC

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        VALLEY INDUSTRIES, LLC

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

EX-10.6

                                                                    EXHIBIT 10.6

                                           SUBORDINATED GUARANTEE dated as of
                              April 15, 2003 (this "GUARANTEE"), by each of the
                              Persons listed on SCHEDULE I hereto (each, a
                              "GUARANTOR"; and collectively, the "GUARANTORS"),
                              for the benefit of the Holders.

          WHEREAS, SportRack, LLC, a Delaware limited liability company and
Valley Industries, LLC, a Delaware limited liability company (collectively, the
"ISSUERS"), are issuers of the Promissory Notes (the "PROMISSORY NOTES") and the
Contingent Payment Notes (the "CONTINGENT PAYMENT NOTES," and, collectively with
the Promissory Notes, the "NOTES") under that certain Securities Purchase
Agreement (the "PURCHASE AGREEMENT") dated as of April 15, 2003, among Advanced
Accessory Systems, LLC, the sellers listed therein, the Sellers' Representative
(as defined therein) and CHAAS Acquisitions, LLC (the "COMPANY").

          WHEREAS, the Issuers are members of an affiliated group of companies
that includes the Guarantors.

          WHEREAS, the Issuers and the Guarantors are engaged in related
businesses, and the Guarantors will derive substantial direct and indirect
benefits from the issuance of the Notes by the Issuers to the Holders.

          NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as set forth below.

     Section 1.  DEFINED TERMS.

          "GUARANTOR SENIOR INDEBTEDNESS" means the principal of and premium, if
any, and interest on any Indebtedness (including interest accruing (at the rate
provided for in the Senior Loan Documents applicable thereto) after the filing
of a petition initiating any Proceeding or any other proceeding pursuant to any
bankruptcy law, insolvency law or other similar law, in each case, whether or
not a claim for such interest is allowed) and all other amounts due (including
without limitation all fees, costs, indemnities and expenses) on or in
connection with any Indebtedness of the Company, the Issuers, Brink B.V., a
Netherlands BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID ("BRINK BV"),
or any of their respective direct or indirect Subsidiaries, including without
limitation, under (i) any Senior Secured Loan Document (including without
limitation all US Loans and all European Loans, each as defined in the Senior
Secured Loan Document in effect on the date hereof) or (ii) any Senior
Subordinated Loan Document, in each case, outstanding on the date hereof or
hereafter incurred and for which a Guarantor is obligated.

          Other capitalized terms used herein and not defined shall have the
respective meanings set forth in the Notes.



     Section 2.  GUARANTEE.

     Each Guarantor unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety, (a)
the due and punctual payment of (i) the principal of and premium, if any, and
interest (including interest accruing during the pendency of any Proceeding
regardless of whether allowed or allowable in such Proceeding) on the Notes,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise and (ii) all other obligations, including
indemnities and fees, costs and expenses, whether primary, secondary, direct,
contingent, fixed or otherwise (including obligations incurred during the
pendency of any Proceeding, regardless of whether allowed or allowable in such
Proceeding), of the Issuers under the Notes and (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Issuers under or pursuant to the Notes (all the monetary and other obligations
in this Section 2 collectively referred to as the "GUARANTEED OBLIGATIONS").
Each Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed in accordance with the terms of the Notes, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

     Section 3.  GUARANTEED OBLIGATIONS NOT WAIVED; NO DISCHARGE OR DIMINISHMENT
                 OF GUARANTEE.

     To the fullest extent permitted by applicable law, each Guarantor waives
presentment to, demand of payment from and protest to the Issuers of any of the
Guaranteed Obligations, and also waives notice of acceptance of its guarantee
and notice of protest for nonpayment. To the fullest extent permitted by
applicable Law, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than the indefeasible payment in full in cash of the Guaranteed Obligations),
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Guarantor hereunder
shall not be discharged or impaired or otherwise affected by (a) the failure of
any holder of Notes to assert any claim or demand or to enforce or exercise any
right or remedy against the Issuers, or any other Guarantor under the provisions
of the Purchase Agreement, any other Principal Document (as defined in the
Purchase Agreement) or any other agreement; (b) any default, failure or delay,
willful or otherwise, in the performance of the Guaranteed Obligations; or (c)
any other act or omission that may or might in any manner or to any extent vary
the risk of any Guarantor or that would otherwise operate as a discharge of each
Guarantor as a matter of law or equity (other than the indefeasible payment in
full in cash of all the Guaranteed Obligations).

     Section 4.  GUARANTEE OF PAYMENT.

     Each Guarantor further agrees that its guarantee constitutes a guarantee of
payment when due and not of collection, and waives any right to require that any
resort be had by the holders of Notes to any security held for payment of the
Guaranteed Obligations or to any balance of any deposit account or credit on the
books of any holder of Notes in favor of the Issuers or any other Person.

                                       -2-


     Section 5.  DEFENSES OF THE ISSUERS WAIVED.

     To the fullest extent permitted by applicable law, each Guarantor waives
any defense based on or arising out of any defense of the Issuers or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Issuers, other
than the final and indefeasible payment in full in cash of the Guaranteed
Obligations. The holders of the Notes may, at their election, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with
the Issuers or any other guarantor or exercise any other right or remedy
available to them against the Issuers or any other guarantor, without affecting
or impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been fully and indefeasibly paid in cash.
To the fullest extent permitted by applicable law, each Guarantor waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against
the Issuers or any guarantor, as the case may be, or any security.

     Section 6.  AGREEMENT TO PAY; SUBROGATION.

     In furtherance of the foregoing and not in limitation of any other right
that the holders of Notes have at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Issuers to pay any Guaranteed Obligation
when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, each Guarantor hereby promises to and
will forthwith pay, or cause to be paid, to such Person as the holders of Notes
shall designate in cash the amount of such unpaid Guaranteed Obligations. Upon
payment by any Guarantor of any sums to the holders of Notes as provided above,
all rights of such Guarantor against the Issuers arising as a result thereof by
way of right of subrogation, contribution, reimbursement, indemnity or otherwise
shall in all respects be subordinate and junior in right of payment to the prior
indefeasible payment in full in cash of all the Guaranteed Obligations. If any
amount shall erroneously be paid to any Guarantor on account of such
subrogation, contribution, reimbursement, indemnity or similar right, such
amount shall be held in trust for the benefit of the holders of Notes and shall
forthwith be turned over to such Person as the holders of Notes shall designate
in the exact form received by such Guarantor (duly endorsed by such Guarantor to
such designated Person, if required) to be credited against the payment of the
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Notes, the Purchase Agreement and the Principal Documents.

     Section 7.  INFORMATION.

     Each Guarantor assumes all responsibility for being, and keeping itself,
informed of the Issuers' financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and
incurs hereunder, and agrees that none of the holders of Notes will have any
duty to advise any of the Guarantors of information known to it or any of them
regarding such circumstances or risks.

                                       -3-


     Section 8.  SUBORDINATION.

     The Guarantors hereby agree that the indebtedness and obligations hereunder
shall be fully subordinated to Guarantor Senior Indebtedness to the same extent
that the indebtedness and obligations of the Issuers under the Notes are
subordinated to Senior Indebtedness (as defined in the Notes) pursuant to
Section 2 of the Notes. The holders of Senior Indebtedness shall be deemed to be
third party beneficiaries of this Section 8, the terms of which shall not be
modified without the prior written consent of the Senior Agent or the holders
holding fifty-one percent (51%) of the principal amount of the Notes at the time
then outstanding.

     Section 9.  TERMINATION.

     This Guarantee (a) shall terminate when all the Guaranteed Obligations have
been indefeasibly paid in full and (b) shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any Guaranteed Obligation is rescinded or must otherwise be restored by any
holders of Notes or any Issuer or Guarantor upon the bankruptcy or
reorganization of any Issuer or Guarantor.

     Section 10. ASSIGNMENTS.

     Whenever in this Guarantee any of the parties hereto is referred to, such
reference shall be deemed to include the successors and permitted assigns of
such party; and all covenants, promises and agreements by or on behalf of the
Guarantors or the holders of Notes that are contained in this Guarantee shall
bind and inure to the benefit of each party hereto and their respective
successors and permitted assigns, except that no Guarantor shall have the right
to assign its rights or obligations hereunder without the prior written consent
of the holders holding fifty-one percent (51%) of the principal amount of the
Notes at the time then outstanding.

     Section 11. WAIVERS; AMENDMENT.

     No failure or delay of the holders of Notes in exercising any power or
right in this Guarantee shall operate as a waiver hereof or thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise of any other right or power. No waiver of any provision of this
Guarantee or consent to any departure by the Guarantors therefrom shall in any
event be effective unless the same shall be authorized by the holders holding
fifty-one percent (51%) of the principal amount of the Notes at the time then
outstanding, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on
the Guarantors in any case shall entitle the Guarantors to any other or further
notice or demand in similar or other circumstances.

     Section 12. GOVERNING LAW; JURISDICTION AND VENUE.

          (a)  ALL QUESTIONS CONCERNING THE CONSTRUCTION, INTERPRETATION AND
VALIDITY OF THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE
OR CONFLICT OF LAW

                                       -4-


PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK.

          (b)  THE GUARANTORS AGREE THAT JURISDICTION AND VENUE IN ANY ACTION
BROUGHT BY ANY PARTY HERETO PURSUANT TO THIS GUARANTEE SHALL EXCLUSIVELY LIE IN
ANY FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW
YORK. BY EXECUTION AND DELIVERY OF THIS GUARANTEE, THE GUARANTORS IRREVOCABLY
SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THEMSELVES AND IN RESPECT OF THEIR
PROPERTY WITH RESPECT TO SUCH ACTION. THE GUARANTORS IRREVOCABLY AGREE THAT
VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT SUCH
COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION.
THE GUARANTORS HEREBY AGREE THAT SERVICE UPON THEM BY REGISTERED OR CERTIFIED
MAIL (RETURN RECEIPT REQUESTED) SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING
HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR SHALL LIMIT THE RIGHT OF THE HOLDERS OF NOTES TO BRING PROCEEDINGS
AGAINST ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION.

     Section 13. WAIVER OF JURY TRIAL.

     THE GUARANTORS HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS GUARANTEE OR (b) IN ANY
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM IN RESPECT TO THIS GUARANTEE, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE. EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTEE
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE
WAIVER OF THEIR RIGHTS TO TRIAL BY JURY.

     Section 14. NOTICES.

     All communications and notices hereunder shall be in writing and given as
provided in Section 12.2 of the Purchase Agreement. Each Guarantor acknowledges
and agrees that all communications and notices hereunder to such Guarantor shall
be given to it in care of the Company, at the address specified for the Company
in the Purchase Agreement.

     Section 15. SURVIVAL OF AGREEMENT.

          (a)      All agreements and covenants contained herein or made in
writing by or on behalf of a Guarantor in connection with the transactions
contemplated hereby shall survive the execution and delivery of this Guarantee
without limit. No termination or cancellation (regardless of

                                       -5-


cause or procedure) of this Guarantee in any way affects or impairs the powers,
obligations, duties, rights and liabilities of the parties hereto in any way
with respect to any transaction or event occurring prior to such termination or
cancellation, or any of the representations contained in this Guarantee, the
Notes, the Purchase Agreement and the Principal Documents and all such
undertakings, agreements, covenants, warranties and representations shall
survive such termination or cancellation as provided above.

          (b)       Each Guarantor further agrees that to the extent such
Guarantor makes a payment or payments under this Guarantee, which payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy, insolvency or similar state or
United States federal Law, then, to the extent of such payment or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been received by
the holders of Notes.

     Section 16. SEVERABILITY.

     Whenever possible, each provision of this Guarantee will be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Guarantee is held to be invalid, illegal or unenforceable in
any respect under any applicable law in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or any other
jurisdiction, and such invalid, void or otherwise unenforceable provisions shall
be null and void. It is the intent of the parties, however, that any invalid,
void or otherwise unenforceable provisions be automatically replaced by other
provisions which are as similar as possible in terms to such invalid, void or
otherwise unenforceable provisions but are valid and enforceable to the fullest
extent permitted by applicable Law.

     Section 17. HEADINGS.

     Section headings used herein are for convenience of reference only and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Guarantee.

                                     *******

                                       -6-


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Guarantee as of the day and year first above written.


                                    CHAAS ACQUISITIONS, LLC


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                    AAS ACQUISITIONS, LLC


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                    ADVANCED ACCESSORY SYSTEMS, LLC


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                    VALTEK, LLC


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:


                                    AAS CAPITAL CORPORATION


                                    By:
                                        ---------------------------------------
                                        Name:
                                        Title:

                                       -7-


                                   SCHEDULE I

GUARANTORS

     1.  CHAAS ACQUISITIONS, LLC, a Delaware limited liability company

     2.  AAS ACQUISITIONS, LLC, a Delaware limited liability company

     3.  ADVANCED ACCESSORY SYSTEMS, LLC, a Delaware limited liability company

     4.  VALTEK, LLC, a Delaware limited liability company

     5.  AAS CAPITAL CORPORATION, a Delaware corporation

EX-10.7

                                                                    EXHIBIT 10.7

                                                                  EXECUTION COPY

                         EXECUTIVE EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT ("Agreement") dated as of April 15, 2003 between
CHAAS Acquisitions, LLC, a Delaware limited liability company (the "Company")
and Terence C. Seikel (the "Executive").

          WHEREAS, the parties wish to establish the terms of Executive's future
employment with the Company; and

          WHEREAS, for purposes of this Agreement, the term "Company" shall
include subsidiaries of the Company and the Company may direct that one or more
of such subsidiaries fulfill the Company's obligations under this Agreement,
including, but not limited to, any applicable obligations under Section 3 or 4
hereof.

          Accordingly, the parties agree as follows:

          1.   EMPLOYMENT, DUTIES AND ACCEPTANCE.

               1.1   EMPLOYMENT BY THE COMPANY. The Company shall employ the
Executive effective as of the "Closing Date" as defined in the Securities
Purchase Agreement, dated as of April 15, 2003, among Advanced Accessory
Systems, LLC, each of the individuals and entities identified under the heading
"Sellers' on Annex A attached thereto and CHAAS Acquisitions, LLC (the
"Securities Purchase Agreement") (the "Effective Date") to render exclusive,
subject to the last sentence of this Section 1.1, and full-time services to the
Company. The Executive will serve in the capacity of President and Chief
Executive Officer of the Company and shall report to the Board of Managers of
the Company, either directly or indirectly through its Chairman. The Executive
will perform such lawful duties related to the business of the Company as are
imposed on the holder of that office by the By-laws of the Company and such
other lawful duties related to the business of the Company as are customarily
performed by one holding such positions in the same or similar businesses or
enterprises as those of the Company. The Executive will perform such other
lawful duties related to the business of the Company as may be assigned to him
from time to time by the Board of Managers of the Company, either directly or
indirectly through its Chairman. The Executive will devote all his full
working-time and attention to the performance of such duties and to the
promotion of the business and interests of the Company. This provision, however,
will not prevent the Executive from investing his funds or assets in any form or
manner, or from acting as an advisor to or a member of, the board of directors
of any companies, businesses, or charitable organizations, so long as such
actions do not violate the provisions of Section 5 of this Agreement or
interfere with the Executive's performance of his duties hereunder.

               1.2   ACCEPTANCE OF EMPLOYMENT BY THE EXECUTIVE. The Executive
accepts such employment and shall render the services described above.

          2.   DURATION OF EMPLOYMENT.



               Subject to Section 4 of this Agreement, this Agreement and the
employment relationship hereunder will continue in effect for one (1) year from
the Effective Date (the "Initial Term"), and the terms of this Agreement shall
continue beyond the Initial Term in the following manner: the Initial Term shall
be automatically extended by one (1) day to always be not less than one (1) year
(the "Extended Term"); provided, however, that this extension shall cease upon
the earlier of (i) the date of termination of employment or (ii) notice of
termination of employment in the case of any termination under Section 4 hereof.
The Initial Term and the Extended Term are sometimes referred to in this
Agreement as the "Term." In the event of the Executive's termination of
employment during the Term, the Company's obligation to continue to pay all base
salary, as adjusted, bonus and other benefits then accrued shall terminate
except as may be provided for in Section 4 of this Agreement.

          3.   COMPENSATION BY THE COMPANY.

               3.1   BASE SALARY. As compensation for all services rendered
pursuant to this Agreement, the Company will pay to the Executive an annual base
salary of Two Hundred Sixty Thousand Dollars ($260,000), subject to an upward
adjustment by the Board of Managers of the Company, in its sole discretion, and
payable in accordance with the payroll practices of the Company ("Base Salary").
The Base Salary may not be reduced during the Term.

               3.2.  BONUSES. The Executive shall be eligible to receive from
the Company an annual cash bonus in a range of fifty percent (50%) to seventy
percent (70%) of Base Salary, subject, in any event, to the achievement by the
Company of performance goals established by the Board of Managers of the
Company, in its sole discretion. This bonus shall be determined by the
Compensation Committee of the Board of Managers of the Company. For 2003, such
bonus shall be pro rated, based on the period from the Effective Date to
December 31, 2003; provided that the Executive shall be entitled to any bonus
for the period of 2003 prior to the Effective Date, accrued and reflected in
"Final Adjusted Working Capital", as a current liability in the "Final Closing
Statement," each as defined in the Securities Purchase Agreement.

               3.3   PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Executive
shall be permitted, during the Term, if and to the extent eligible, to
participate in any group life, hospitalization or disability insurance plan,
health program, pension plan or similar benefit plan of the Company, which may
be available to other executives of the Company generally, on the same terms as
such other executives.

               3.4   CAR ALLOWANCE. The Executive shall be entitled to a monthly
car allowance equal to One Thousand Two Hundred Fifty Dollars ($1,250).

               3.5   VACATION. The Executive shall be entitled to twenty (20)
days of vacation per year.

               3.6   EXPENSE REIMBURSEMENT. During the Term, the Executive shall
be entitled to receive prompt reimbursement of all reasonable out-of-pocket
expenses properly incurred by him in connection with his duties under this
Agreement, including reasonable expenses of entertainment and travel, provided
that such expenses are documented and reported

                                       -2-


in accordance with the policies and procedures of the Company or the Board of
Managers, as applicable, at the time the expenses are incurred.

               3.7   LIFE INSURANCE AND DISABILITY. Unless otherwise provided
through the general life insurance and disability plan or policy for the
Company's employees, the Company shall pay the costs of a separate or
complimentary plan or policy on behalf of the Executive during the Term (i) with
respect to the annual premiums for a term life insurance policy (the "Insurance
Policy") on the life of the Executive providing for a payment of 300% of the
Executive's Base Salary to the beneficiaries of such policy and (ii) with
respect to appropriate disability insurance (the "Disability Policy") for the
Executive providing for a payment of 60-70% of the Executive's Base Salary to
the beneficiaries of such policy for the period of the disability as set forth
in the policy; PROVIDED, HOWEVER, that the Company shall not be required to
spend more than $9,000 in the aggregate for the annual premiums with respect to
the Insurance Policy and the Disability Policy.

          4.   TERMINATION.

               4.1   TERMINATION UPON DEATH. If the Executive dies during the
Term, the Executive's legal representatives shall be entitled to receive the
Executive's Base Salary and accrued bonus for the period ending on the last day
of the month in which the death of the Executive occurs.

               4.2   TERMINATION UPON DISABILITY. If during the Term the
Executive's employment with the Company is terminated as a result of a
"Disability" (as defined in the Disability Policy), the Executive (or his legal
representatives) shall be entitled to receive the benefits set forth in Section
3.7 hereof applicable to a Disability.

               4.3   TERMINATION FOR CAUSE. The Executive's employment hereunder
may be terminated by the Board of Managers of the Company for "Cause" (as herein
defined) at any time. "Cause" shall mean with respect to the Executive, (a) the
Executive's continued failure to substantially perform the Executive's duties,
(b) failure to follow the lawful directions of the Board of Managers of the
Company, either directly or indirectly through its Chairman, (c) material,
willful acts of dishonesty, theft or fraud resulting or intending to result in
personal gain or enrichment at the expense of the Company, (d) commission of a
felony, (e) a violation of any written policy of the Company including, but not
limited to, the Company's employment manuals, rules and regulations which
materially and adversely affects the Company or could reasonably be expected to
materially and adversely affect the Company, or (f) the Executive engaging in
any act that is intended, or may reasonably be expected to materially harm the
reputation, business or operations of the Company or any member of its Board of
Managers or (g) any other material breach of this Agreement or any other
agreement with the Company that the Executive signs in his personal capacity,
including, but not limited to, any non-competition and confidentiality
agreement, but excluding the Securities Purchase Agreement. Prior to a
termination for "Cause, the Executive shall be entitled to written notice from
the Company and ten (10) business days to cure the deficiency leading to the
Cause determination, if such deficiency is curable. Notwithstanding the
foregoing and without limiting the foregoing in any way, for the avoidance of
doubt, the Executive shall receive written notice and ten (10) business days to
cure a deficiency under Section 4.3(a) or (b) hereof.

                                       -3-


               Upon termination for Cause hereunder, the Executive shall be
entitled to receive the Executive's Base Salary through the date of termination.

               4.4   VOLUNTARY TERMINATION WITHOUT EMPLOYEE GOOD REASON. The
Executive may upon at least sixty (60) but not more than ninety (90) days prior
written notice to the Company terminate employment hereunder without Employee
Good Reason, as defined in Section 4.6. Upon a voluntary termination without
Employee Good Reason, the Executive shall be entitled to receive the Executive's
Base Salary through the date of termination; provided, however, that if the
Company shall waive part or all of such sixty (60) but not more than ninety (90)
day notice period, the Executive shall only receive Base Salary to the date of
termination specified in such waiver.

               4.5   TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE.

                     (a)  The Company may terminate the Executive's employment
at any time other than for Cause. If, prior to the expiration of this Agreement,
the Company terminates the Executive's employment for any reason other than
Cause, then in lieu of additional salary payments to the Executive for periods
subsequent to the date of such termination, the Company shall pay to the
Executive (i) his Base Salary for the remaining duration of the Term plus (ii) a
pro rata portion of the bonus that is determined under the terms of Section 3.2,
if any, such bonus to be determined at year end, based on the period from
January 1 of the year of termination of employment to the date of termination of
employment and (iii) the Company shall reimburse the Executive for the
applicable premiums under COBRA to receive insurance coverage from the Company
commencing on the date of termination through the date which is the earlier to
occur of (1) expiration of the applicable Term and (2) the day on which the
Executive shall be included in any insurance program provided by any other
employer.

                     (b)  Nothing contained in this Section 4.5 shall prevent
the Executive from receiving any and all benefits payable under any severance
benefit plan or program maintained by the Company to which the Executive is
entitled.

                     4.6  VOLUNTARY TERMINATION WITH EMPLOYEE GOOD REASON. (a)
The Executive may upon at least sixty (60) days prior written notice to the
Company terminate employment hereunder with Employee Good Reason (as herein
defined). Upon a termination with Employee Good Reason, in lieu of additional
salary payments to the Executive for periods subsequent to the date of such
termination, the Company shall pay to the Executive (i) his Base Salary for a
period of twelve (12) months after such termination plus (ii) a pro rata portion
of the bonus that is determined under the terms of Section 3.2, if any, such
bonus to be determined at year end, based on the period from January 1 of the
year of termination of employment to the date of termination of employment and
(iii) the Company shall reimburse the Executive for the applicable premiums
under COBRA to receive insurance coverage from the Company commencing on the
date of termination through the date which is the earlier to occur of (1) the
expiration of twelve (12) months after termination of employment and (2) the day
on which the Executive shall be included in any insurance program provided by
any other employer; provided, however, that if the Company shall waive part or
all of such sixty (60) day notice period, the items listed in (i), (ii) and
(iii) shall run from the date of termination contained in such waiver.

                                       -4-


                     (b)  The term "Employee Good Reason" shall mean, without
the consent of the Executive (i) a reduction in Base Salary or any agreed upon
benefit under this Agreement; provided that the Company may at any time or from
time to time amend, modify, suspend or terminate any bonus, incentive
compensation or other benefit plan or program (in each case, other than Base
Salary) provided to the Executive for any reason and without the Executive's
consent if such modification, suspension or termination is consistent with
modifications, suspensions or terminations for other senior executive employees
of the Company, (ii) a material reduction in the Executive's responsibilities or
duties (other than a change in the number or identity of persons reporting to
the Executive) or the title of the Executive as President and Chief Executive
Officer of CHAAS Acquisitions, LLC or (iii) the requirement by the Board of
Managers of the Company that the Executive relocate his residence from the
Sterling Heights, Michigan area; PROVIDED, that, the Company shall have thirty
(30) days after receipt of notice from the Executive pursuant to this Section
4.6 to cure the deficiency resulting in the termination with Employee Good
Reason.

                     4.7  CHANGE OF CONTROL. In the event that the Company
terminates the Executive's employment without Cause or the Executive terminates
his employment with Employee Good Reason within six (6) months after the
Effective Date of this Agreement, the applicable periods in Section 4.5(a)(i)
and (a)(iii) and Section 4.6(a)(i) and (a)(iii) shall be increased by six (6)
months.

                     4.8  REMOVAL FROM ANY BOARDS AND POSITIONS. If the
Executive's employment is terminated for any reason under this Agreement, he
shall be deemed to resign (i) if a member, from the Board of Managers of the
Company or board of managers or board of directors of any subsidiary of the
Company or any other board to which he has been appointed or nominated by or on
behalf of the Company and (ii) from any position with the Company or any
subsidiary of the Company, including, but not limited to, as an officer of the
Company or any of its subsidiaries.

          5.   RESTRICTIONS AND OBLIGATIONS OF THE EXECUTIVE.

               5.1   CONFIDENTIALITY. (a) During the course of the Executive's
employment by the Company, the Executive will have access to certain trade
secrets and confidential information relating to the Company which is not
readily available from sources outside the Company. The confidential and
proprietary information and, in any material respect, trade secrets of the
Company are among its most valuable assets, including but not limited to, its
customer and vendor lists, database, engineering, computer programs, frameworks,
models, its marketing programs, its sales, financial, marketing, training and
technical information, and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Company
creates, develops, acquires or maintains its products and marketing plans,
targets its potential customers and operates its retail and other businesses.
The Company invested, and continues to invest, considerable amounts of time and
money in its process, technology, know-how, obtaining and developing the
goodwill of its customers, its other external relationships, its data systems
and data bases, and all the information described above (hereinafter
collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive acknowledges that such
Confidential Information constitutes valuable,

                                       -5-


highly confidential, special and unique property of the Company. The Executive
shall hold in a fiduciary capacity for the benefit of the Company all
Confidential Information relating to the Company and its business, which shall
have been obtained by the Executive during the Executive's employment by the
Company or predecessor of the Company and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). Except as required by law or an order
of a court or governmental agency with jurisdiction, the Executive shall not,
during the period the Executive is employed by the Company or at any time
thereafter, disclose any Confidential Information, directly or indirectly, to
any person or entity for any reason or purpose whatsoever, nor shall the
Executive use it in any way, except in the course of the Executive's employment
with, and for the benefit of, the Company or to enforce any rights or defend any
claims hereunder or under any other agreement to which the Executive is a party,
provided that such disclosure is relevant to the enforcement of such rights or
defense of such claims and is only disclosed in the formal proceedings related
thereto. The Executive shall take all reasonable steps to safeguard the
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. The Executive understands and agrees that the
Executive shall acquire no rights to any such Confidential Information.

               (b)   All files, records, documents, drawings, specifications,
data, computer programs, evaluation mechanisms and analytics and similar items
relating thereto or to the Business (for the purposes of this Agreement,
"Business" shall be as defined in Section 5.3 hereof), as well as all customer
lists, specific customer information, compilations of product research and
marketing techniques of the Company, whether prepared by the Executive or
otherwise coming into the Executive's possession, shall remain the exclusive
property of the Company, and the Executive shall not remove any such items from
the premises of the Company, except in furtherance of the Executive's duties
under any employment agreement.

               (c)   It is understood that while employed by the Company the
Executive will promptly disclose to it, and assign to it the Executive's
interest in any invention, improvement or discovery made or conceived by the
Executive, either alone or jointly with others, which arises out of the
Executive's employment. At the Company's request and expense, the Executive will
assist the Company during the period of the Executive's employment by the
Company and thereafter in connection with any controversy or legal proceeding
relating to such invention, improvement or discovery and in obtaining domestic
and foreign patent or other protection covering the same.

               (d)   As requested by the Company and at the Company's expense,
from time to time and upon the termination of the Executive's employment with
the Company for any reason, the Executive will promptly deliver to the Company
all copies and embodiments, in whatever form, of all Confidential Information in
the Executive's possession or within his control (including, but not limited to,
memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the
Company, the Executive will provide the Company with written confirmation that
all such materials have been delivered to the Company as provided herein.

                                       -6-


               5.2   NON-SOLICITATION OR HIRE. During the Term and (i) for a
three (3) year period following a termination of the Executive's employment by
the Company for Cause or a voluntary termination by the Executive without
Employee Good Reason or (ii) for eighteen (18) months following the termination
of the Executive's employment by the Executive with Employee Good Reason or by
the Company without Cause, the Executive shall not, (a) solicit, directly or
indirectly, any party who is a customer of the Company or its subsidiaries, or
who was a customer of the Company or its subsidiaries at any time during the
twelve (12) month period immediately prior to the relevant date, for the purpose
of marketing, selling or providing to any such party any services or products
offered by or available from the Company or its subsidiaries and relating to the
Business (provided that if the Executive intends to solicit any such party for
any other purpose, he shall notify the Company of such intention) or (b) employ
or solicit, directly or indirectly, for employment any person who is an employee
of the Company or any of its subsidiaries at the time of termination or who was
an employee of the Company or any of its subsidiaries at any time during the six
(6) month period immediately prior to any such solicitation or employment.

               5.3   NON-COMPETITION. During the Term and (i) for a three (3)
year period following a termination of the Executive's employment by the Company
for Cause or a voluntary termination by the Executive without Employee Good
Reason or (ii) for eighteen (18) months following the termination of the
Executive's employment by the Executive with Employee Good Reason or by the
Company without Cause, the Executive shall not directly or indirectly, whether
individually, as a director, manager, member, stockholder, partner, owner,
employee, consultant or agent of any business, or in any other capacity, other
than on behalf of the Company or an affiliate or successor of the Company,
organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to,
render services for (alone or in association with any person, firm, corporation
or business organization), or otherwise assist any person or entity that engages
in or owns, invests in, operates, manages or controls any venture or enterprise
which directly or indirectly, engages or proposes to engage in (A) designing,
engineering, manufacturing, selling or distributing (x) towing systems and roof
rack systems and related accessories or (y) any other product which the Company
designs, engineers, manufactures, sells or distributes on or prior to the
termination of the Executive's employment (the "Business") or (B) in providing
services that are similar to, may be used as substitutes for or are in
competition with the Business, anywhere in the world in which the Company or any
of its subsidiaries engages or proposes to engage in such Business.
Notwithstanding the foregoing, nothing in this Agreement shall prevent the
Executive from owning for passive investment purposes not intended to circumvent
this Agreement, less than five percent (5%) of the publicly traded equity
securities of any competing enterprise (so long as the Executive has no power to
manage, operate, advise, consult with or control the competing enterprise and no
power, alone or in conjunction with other affiliated parties, to select a
director, manager, general partner, or similar governing official of the
competing enterprise other than in connection with the normal and customary
voting powers afforded the Executive in connection with any permissible equity
ownership).

               5.4   REPUTATION. The Company agrees to instruct its officers,
directors and Board of Managers not to engage in any act that is intended, or
may reasonably be expected to materially harm the reputation of the Executive
and the Executive agrees not to engage in any act that is intended, or may
reasonably be expected to materially harm the reputation, business,

                                       -7-


prospects or operations of the Company, any member of its Board of Managers,
Castle Harlan, Inc. or Castle Harlan, Partners IV, L.P., in either case, unless
as required by law or an order of a court or governmental agency with
jurisdiction

               5.5   PROPERTY. The Executive acknowledges that all originals and
copies of materials, records and documents generated by him or coming into his
possession during his employment by the Company are the sole property of the
Company ("Company Property"). During the Term, and at all times thereafter, the
Executive shall not remove, or cause to be removed, from the premises of the
Company, copies of any record, file, memorandum, document, computer related
information or equipment, or any other item relating to the business of the
Company, or any affiliate, except in furtherance of his duties under the
Agreement. When the Executive terminates his employment with the Company, or
upon request of the Company at any time, the Executive shall promptly deliver to
the Company all copies of Company Property in his possession or control.

               5.6   WORK PRODUCT. The Executive agrees that all inventions,
discoveries, systems, interfaces, protocols, concepts, formats, creations,
developments, designs, programs, products, processes, investment strategies,
materials, computer programs or software, data bases, improvements, or other
properties related to the business of the Company or any of its affiliates,
conceived, made or developed during the term of his employment with the Company,
whether conceived by the Executive alone or working with others, and whether
patentable or not (the "Work Product"), shall be owned by and belong exclusively
to the Company. The Executive hereby assigns to the Company his entire rights to
the Work Product and agrees to execute any documents and take any action
reasonably requested by the Company (at the Company's sole cost and expense) to
protect the rights of the Company in any Work Product. The Executive
acknowledges that any copyrightable subject matter created by the Executive
within the scope of his employment, whether containing or involving Confidential
Information or not, is deemed a work-made-for-hire under Chapter 17 of the
United States Code, entitled "Copyrights," as amended, and the Company shall be
deemed the sole author and owner thereof for any purposes whatsoever. In the
event of any unauthorized publication of any Confidential Information, the
Company shall automatically own the copyright in such publication. Further, the
Company shall automatically hold all patents and/or trademarks, if any, with
respect to any Work Product.

          6.   OTHER PROVISIONS.

               6.1.  NOTICES. Any notice or other communication required or
which may be given hereunder shall be in writing and shall be delivered
personally, telegraphed, telexed, sent by facsimile transmission or sent by
certified, registered or express mail, postage prepaid, and shall be deemed
given when so delivered personally, telegraphed, telexed, or sent by facsimile
transmission or, if mailed, four (4) days after the date of mailing, as follows:

               (a)   If the Company, to:

                     CHAAS Acquisitions, LLC
                     12900 Hall Road
                     Suite 200

                                       -8-


                     Sterling Heights, MI  48313

                     Attention:  Board of Managers
                     Telephone:  586-997-2900
                     Fax:  586-997-6839

                     With a copy to:

                     Castle Harlan Partners IV, L.P.
                     150 E. 58th Street
                     New York, NY  10155

                     Attention:  Marcel Fournier
                     Telephone:  (212) 644-8600
                     Fax:        (212) 207-8042

                     and

                     Attention:  Howard Weiss
                     Telephone:  (212) 644-8600
                     Fax:        (212) 759-0486

                     And a copy to:

                     Schulte Roth & Zabel LLP
                     919 Third Avenue
                     New York, NY  10022

                     Attention:  Andre Weiss, Esq.
                     Telephone:  (212) 756-2000
                     Fax:        (212) 593-5955

               (b)   If the Executive, to his home address set forth in the
records of the Company.

               6.2   ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

               6.3   REPRESENTATIONS AND WARRANTIES BY EXECUTIVE. The Executive
represents and warrants that he is not a party to or subject to any restrictive
covenants, legal restrictions or other agreements in favor of any entity or
person which would in any way preclude, inhibit, impair or limit the Executive's
ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.

               6.4   WAIVER AND AMENDMENTS. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may

                                       -9-


be waived, only by a written instrument signed by the parties or, in the case of
a waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any right, power or privilege
hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.

               6.5   GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, without regard
to conflicts of laws principles.

               6.6   ASSIGNABILITY. This Agreement, and the Executive's rights
and obligations hereunder, may not be assigned by the Executive. The Company may
assign this Agreement and its rights, together with its obligations, to any
other entity which will substantially carry on the business of the Company.

               6.7   COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

               6.8   HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.

               6.9   REMEDIES; SPECIFIC PERFORMANCE. The parties hereto hereby
acknowledge that the provisions of Section 5 are reasonable and necessary for
the protection of the Company. In addition, the Executive further acknowledges
that the Company will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees that, in addition to
any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for any breach of any restriction on the
Executive set forth in Section 5, in the event of such breach, the Company will
have no obligation to pay any of the amounts that remain payable by the Company
under Section 4.

               6.10  SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated. The Executive acknowledges that the
restrictive covenants contained in Section 5 are a condition of this Agreement
and are reasonable and valid in geographical and temporal scope and in all other
respects.

               6.11  JUDICIAL MODIFICATION. If any court or arbitrator
determines that any of the covenants in Section 5, or any part of any of them,
is invalid or unenforceable, the remainder

                                      -10-


of such covenants and parts thereof shall not thereby be affected and shall be
given full effect, without regard to the invalid portion. If any court or
arbitrator determines that any of such covenants, or any part thereof, is
invalid or unenforceable because of the geographic or temporal scope of such
provision, such court or arbitrator shall reduce such scope to the minimum
extent necessary to make such covenants valid and enforceable.

               6.12  TAX WITHHOLDING. The Company or other payor is authorized
to withhold, from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in the
opinion of the Board of Managers of the Company to satisfy all obligations for
the payment of such withholding taxes.

                                      -11-


          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day and year first above
mentioned.

                              EXECUTIVE


                               /s/ Terence C. Seikel
                              --------------------------------------
                              Terence C. Seikel

                              CHAAS ACQUISITIONS, LLC


                              By:   /s/ Marcel Fournier
                                 -----------------------------------
                                 Name:  Marcel Fournier
                                 Title: Senior Vice-President

                                      -12-

EX-10.8

                                                                    EXHIBIT 10.8

                                                                  EXECUTION COPY

                         EXECUTIVE EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT ("Agreement") dated as of April 15, 2003 between
CHAAS Acquisitions, LLC, a Delaware limited liability company (the "Company")
and Richard E. Borghi (the "Executive").

          WHEREAS, the parties wish to establish the terms of Executive's future
employment with the Company; and

          WHEREAS, for purposes of this Agreement, the term "Company" shall
include subsidiaries of the Company and the Company may direct that one or more
of such subsidiaries fulfill the Company's obligations under this Agreement,
including, but not limited to, any applicable obligations under Section 3 or 4
hereof.

          Accordingly, the parties agree as follows:

          1.   EMPLOYMENT, DUTIES AND ACCEPTANCE.

               1.1  EMPLOYMENT BY THE COMPANY. The Company shall employ the
Executive effective as of the "Closing Date" as defined in the Securities
Purchase Agreement, dated as of April 15, 2003, among Advanced Accessory
Systems, LLC, each of the individuals and entities identified under the heading
"Sellers' on Annex A attached thereto and CHAAS Acquisitions, LLC (the
"Securities Purchase Agreement") (the "Effective Date") to render exclusive,
subject to the last sentence of this Section 1.1, and full-time services to the
Company. The Executive will serve in the capacity of President and Chief
Operating Officer of Sportrack, LLC and such other positions of the Company or
its subsidiaries as designated by the Company and shall report to the President
and Chief Executive Officer of the Company. The Executive will perform such
lawful duties related to the business of the Company as are imposed on the
holder of that office by the By-laws of the Company and such other lawful duties
related to the business of the Company as are customarily performed by one
holding such positions in the same or similar businesses or enterprises as those
of the Company. The Executive will perform such other lawful duties related to
the business of the Company as may be assigned to him from time to time by the
President and Chief Executive Officer of the Company or the Board of Managers of
the Company, either directly or indirectly through its Chairman. The Executive
will devote all his full working-time and attention to the performance of such
duties and to the promotion of the business and interests of the Company. This
provision, however, will not prevent the Executive from investing his funds or
assets in any form or manner, or from acting as an advisor to or a member of,
the board of directors of any companies, businesses, or charitable
organizations, so long as such actions do not violate the provisions of Section
5 of this Agreement or interfere with the Executive's performance of his duties
hereunder.

               1.2  ACCEPTANCE OF EMPLOYMENT BY THE EXECUTIVE. The Executive
accepts such employment and shall render the services described above.



          2.   DURATION OF EMPLOYMENT.

               Subject to Section 4 of this Agreement, this Agreement and the
employment relationship hereunder will continue in effect for one (1) year from
the Effective Date (the "Initial Term"), and the terms of this Agreement shall
continue beyond the Initial Term in the following manner: the Initial Term shall
be automatically extended by one (1) day to always be not less than one (1) year
(the "Extended Term"); provided, however, that this extension shall cease upon
the earlier of (i) the date of termination of employment or (ii) notice of
termination of employment in the case of any termination under Section 4 hereof.
The Initial Term and the Extended Term are sometimes referred to in this
Agreement as the "Term." In the event of the Executive's termination of
employment during the Term, the Company's obligation to continue to pay all base
salary, as adjusted, bonus and other benefits then accrued shall terminate
except as may be provided for in Section 4 of this Agreement.

          3.   COMPENSATION BY THE COMPANY.

               3.1  BASE SALARY. As compensation for all services rendered
pursuant to this Agreement, the Company will pay to the Executive an annual base
salary of Two Hundred Sixty Thousand Dollars ($260,000), subject to an upward
adjustment by the Board of Managers of the Company, in its sole discretion, and
payable in accordance with the payroll practices of the Company ("Base Salary").
The Base Salary may not be reduced during the Term.

               3.2. BONUSES. The Executive shall be eligible to receive from the
Company an annual cash bonus in a range of thirty percent (30%) to fifty percent
(50%) of Base Salary, subject, in any event, to the achievement by the Company
of performance goals established by the Board of Managers of the Company, in its
sole discretion. This bonus shall be determined by the Compensation Committee of
the Board of Managers of the Company. For 2003, such bonus shall be pro rated,
based on the period from the Effective Date to December 31, 2003; provided that
the Executive shall be entitled to any bonus for the period of 2003 prior to the
Effective Date, accrued and reflected in "Final Adjusted Working Capital", as a
current liability in the "Final Closing Statement," each as defined in the
Securities Purchase Agreement.

               3.3  PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Executive shall
be permitted, during the Term, if and to the extent eligible, to participate in
any group life, hospitalization or disability insurance plan, health program,
pension plan or similar benefit plan of the Company, which may be available to
other executives of the Company generally, on the same terms as such other
executives.

               3.4  CAR ALLOWANCE. The Executive shall be entitled to a monthly
car allowance equal to One Thousand Two Hundred Fifty Dollars ($1,250).

               3.5  VACATION. The Executive shall be entitled to twenty (20)
days of vacation per year.

               3.6  EXPENSE REIMBURSEMENT. During the Term, the Executive shall
be entitled to receive prompt reimbursement of all reasonable out-of-pocket
expenses properly incurred by him in connection with his duties under this
Agreement, including reasonable expenses of entertainment and travel, provided
that such expenses are documented and reported

                                      - 2 -


in accordance with the policies and procedures of the Company or the Board of
Managers, as applicable, at the time the expenses are incurred.

               3.7  LIFE INSURANCE AND DISABILITY. Unless otherwise provided
through the general life insurance and disability plan or policy for the
Company's employees, the Company shall pay the costs of a separate or
complimentary plan or policy on behalf of the Executive during the Term (i) with
respect to the annual premiums for a term life insurance policy (the "Insurance
Policy") on the life of the Executive providing for a payment of 300% of the
Executive's Base Salary to the beneficiaries of such policy and (ii) with
respect to appropriate disability insurance (the "Disability Policy") for the
Executive providing for a payment of 60-70% of the Executive's Base Salary to
the beneficiaries of such policy for the period of the disability as set forth
in the policy; PROVIDED, HOWEVER, that the Company shall not be required to
spend more than $9,000 in the aggregate for the annual premiums with respect to
the Insurance Policy and the Disability Policy.

          4.   TERMINATION.

               4.1  TERMINATION UPON DEATH. If the Executive dies during the
Term, the Executive's legal representatives shall be entitled to receive the
Executive's Base Salary and accrued bonus for the period ending on the last day
of the month in which the death of the Executive occurs.

               4.2  TERMINATION UPON DISABILITY. If during the Term the
Executive's employment with the Company is terminated as a result of a
"Disability" (as defined in the Disability Policy), the Executive (or his legal
representatives) shall be entitled to receive the benefits set forth in Section
3.7 hereof applicable to a Disability.

               4.3  TERMINATION FOR CAUSE. The Executive's employment hereunder
may be terminated by the Board of Managers of the Company for "Cause" (as herein
defined) at any time. "Cause" shall mean with respect to the Executive, (a) the
Executive's continued failure to substantially perform the Executive's duties,
(b) failure to follow the lawful directions of the President and Chief Executive
Officer of the Company or the Board of Managers of the Company, either directly
or indirectly through its Chairman, (c) material, willful acts of dishonesty,
theft or fraud resulting or intending to result in personal gain or enrichment
at the expense of the Company, (d) commission of a felony, (e) a violation of
any written policy of the Company including, but not limited to, the Company's
employment manuals, rules and regulations which materially and adversely affects
the Company or could reasonably be expected to materially and adversely affect
the Company, or (f) the Executive engaging in any act that is intended, or may
reasonably be expected to materially harm the reputation, business or operations
of the Company or any member of its Board of Managers or (g) any other material
breach of this Agreement or any other agreement with the Company that the
Executive signs in his personal capacity, including, but not limited to, any
non-competition and confidentiality agreement, but excluding the Securities
Purchase Agreement. Prior to a termination for "Cause, the Executive shall be
entitled to written notice from the Company and ten (10) business days to cure
the deficiency leading to the Cause determination, if such deficiency is
curable. Notwithstanding the foregoing and without limiting the foregoing in any
way, for the avoidance of doubt, the Executive shall receive written notice and
ten (10) business days to cure a deficiency under Section 4.3(a) or (b) hereof.

                                      - 3 -


               Upon termination for Cause hereunder, the Executive shall be
entitled to receive the Executive's Base Salary through the date of termination.

               4.4  VOLUNTARY TERMINATION WITHOUT EMPLOYEE GOOD REASON. The
Executive may upon at least sixty (60) but not more than ninety (90) days prior
written notice to the Company terminate employment hereunder without Employee
Good Reason, as defined in Section 4.6. Upon a voluntary termination without
Employee Good Reason, the Executive shall be entitled to receive the Executive's
Base Salary through the date of termination; provided, however, that if the
Company shall waive part or all of such sixty (60) but not more than ninety (90)
day notice period, the Executive shall only receive Base Salary to the date of
termination specified in such waiver.

               4.5  TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE.

                    (a)  The Company may terminate the Executive's employment at
any time other than for Cause. If, prior to the expiration of this Agreement,
the Company terminates the Executive's employment for any reason other than
Cause, then in lieu of additional salary payments to the Executive for periods
subsequent to the date of such termination, the Company shall pay to the
Executive (i) his Base Salary for the remaining duration of the Term plus (ii) a
pro rata portion of the bonus that is determined under the terms of Section 3.2,
if any, such bonus to be determined at year end, based on the period from
January 1 of the year of termination of employment to the date of termination of
employment and (iii) the Company shall reimburse the Executive for the
applicable premiums under COBRA to receive insurance coverage from the Company
commencing on the date of termination through the date which is the earlier to
occur of (1) expiration of the applicable Term and (2) the day on which the
Executive shall be included in any insurance program provided by any other
employer.

                    (b)  Nothing contained in this Section 4.5 shall prevent the
Executive from receiving any and all benefits payable under any severance
benefit plan or program maintained by the Company to which the Executive is
entitled.

                    4.6  VOLUNTARY TERMINATION WITH EMPLOYEE GOOD REASON. (a)
The Executive may upon at least sixty (60) days prior written notice to the
Company terminate employment hereunder with Employee Good Reason (as herein
defined). Upon a termination with Employee Good Reason, in lieu of additional
salary payments to the Executive for periods subsequent to the date of such
termination, the Company shall pay to the Executive (i) his Base Salary for a
period of twelve (12) months after such termination plus (ii) a pro rata portion
of the bonus that is determined under the terms of Section 3.2, if any, such
bonus to be determined at year end, based on the period from January 1 of the
year of termination of employment to the date of termination of employment and
(iii) the Company shall reimburse the Executive for the applicable premiums
under COBRA to receive insurance coverage from the Company commencing on the
date of termination through the date which is the earlier to occur of (1) the
expiration of twelve (12) months after termination of employment and (2) the day
on which the Executive shall be included in any insurance program provided by
any other employer; provided, however, that if the Company shall waive part or
all of such sixty (60) day notice period, the items listed in (i), (ii) and
(iii) shall run from the date of termination contained in such waiver.

                                      - 4 -


                    (b)  The term "Employee Good Reason" shall mean, without the
consent of the Executive (i) a reduction in Base Salary or any agreed upon
benefit under this Agreement; provided that the Company may at any time or from
time to time amend, modify, suspend or terminate any bonus, incentive
compensation or other benefit plan or program (in each case, other than Base
Salary) provided to the Executive for any reason and without the Executive's
consent if such modification, suspension or termination is consistent with
modifications, suspensions or terminations for other senior executive employees
of the Company, (ii) a material reduction in the Executive's responsibilities or
duties (other than a change in the number or identity of persons reporting to
the Executive) or the title of the Executive as President and Chief Operating
Officer of Sportrack, LLC or (iii) the requirement by the Board of Managers of
the Company that the Executive relocate his residence from the Sterling Heights,
Michigan area; PROVIDED, that, the Company shall have thirty (30) days after
receipt of notice from the Executive pursuant to this Section 4.6 to cure the
deficiency resulting in the termination with Employee Good Reason.

                    4.7  CHANGE OF CONTROL. In the event that the Company
terminates the Executive's employment without Cause or the Executive terminates
his employment with Employee Good Reason within six (6) months after the
Effective Date of this Agreement, the applicable periods in Section 4.5(a)(i)
and (a)(iii) and Section 4.6(a)(i) and (a)(iii) shall be increased by six (6)
months.

                    4.8  REMOVAL FROM ANY BOARDS AND POSITIONS. If the
Executive's employment is terminated for any reason under this Agreement, he
shall be deemed to resign (i) if a member, from the Board of Managers of the
Company or board of managers or board of directors of any subsidiary of the
Company or any other board to which he has been appointed or nominated by or on
behalf of the Company and (ii) from any position with the Company or any
subsidiary of the Company, including, but not limited to, as an officer of the
Company or any of its subsidiaries.

          5.   RESTRICTIONS AND OBLIGATIONS OF THE EXECUTIVE.

               5.1  CONFIDENTIALITY. (a) During the course of the Executive's
employment by the Company, the Executive will have access to certain trade
secrets and confidential information relating to the Company which is not
readily available from sources outside the Company. The confidential and
proprietary information and, in any material respect, trade secrets of the
Company are among its most valuable assets, including but not limited to, its
customer and vendor lists, database, engineering, computer programs, frameworks,
models, its marketing programs, its sales, financial, marketing, training and
technical information, and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Company
creates, develops, acquires or maintains its products and marketing plans,
targets its potential customers and operates its retail and other businesses.
The Company invested, and continues to invest, considerable amounts of time and
money in its process, technology, know-how, obtaining and developing the
goodwill of its customers, its other external relationships, its data systems
and data bases, and all the information described above (hereinafter
collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive acknowledges that such
Confidential Information constitutes valuable,

                                      - 5 -


highly confidential, special and unique property of the Company. The Executive
shall hold in a fiduciary capacity for the benefit of the Company all
Confidential Information relating to the Company and its business, which shall
have been obtained by the Executive during the Executive's employment by the
Company or predecessor of the Company and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). Except as required by law or an order
of a court or governmental agency with jurisdiction, the Executive shall not,
during the period the Executive is employed by the Company or at any time
thereafter, disclose any Confidential Information, directly or indirectly, to
any person or entity for any reason or purpose whatsoever, nor shall the
Executive use it in any way, except in the course of the Executive's employment
with, and for the benefit of, the Company or to enforce any rights or defend any
claims hereunder or under any other agreement to which the Executive is a party,
provided that such disclosure is relevant to the enforcement of such rights or
defense of such claims and is only disclosed in the formal proceedings related
thereto. The Executive shall take all reasonable steps to safeguard the
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. The Executive understands and agrees that the
Executive shall acquire no rights to any such Confidential Information.

               (b)  All files, records, documents, drawings, specifications,
data, computer programs, evaluation mechanisms and analytics and similar items
relating thereto or to the Business (for the purposes of this Agreement,
"Business" shall be as defined in Section 5.3 hereof), as well as all customer
lists, specific customer information, compilations of product research and
marketing techniques of the Company, whether prepared by the Executive or
otherwise coming into the Executive's possession, shall remain the exclusive
property of the Company, and the Executive shall not remove any such items from
the premises of the Company, except in furtherance of the Executive's duties
under any employment agreement.

               (c)  It is understood that while employed by the Company the
Executive will promptly disclose to it, and assign to it the Executive's
interest in any invention, improvement or discovery made or conceived by the
Executive, either alone or jointly with others, which arises out of the
Executive's employment. At the Company's request and expense, the Executive will
assist the Company during the period of the Executive's employment by the
Company and thereafter in connection with any controversy or legal proceeding
relating to such invention, improvement or discovery and in obtaining domestic
and foreign patent or other protection covering the same.

               (d)  As requested by the Company and at the Company's expense,
from time to time and upon the termination of the Executive's employment with
the Company for any reason, the Executive will promptly deliver to the Company
all copies and embodiments, in whatever form, of all Confidential Information in
the Executive's possession or within his control (including, but not limited to,
memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the
Company, the Executive will provide the Company with written confirmation that
all such materials have been delivered to the Company as provided herein.

                                      - 6 -


               5.2  NON-SOLICITATION OR HIRE. During the Term and (i) for a
three (3) year period following a termination of the Executive's employment by
the Company for Cause or a voluntary termination by the Executive without
Employee Good Reason or (ii) for eighteen (18) months following the termination
of the Executive's employment by the Executive with Employee Good Reason or by
the Company without Cause, the Executive shall not, (a) solicit, directly or
indirectly, any party who is a customer of the Company or its subsidiaries, or
who was a customer of the Company or its subsidiaries at any time during the
twelve (12) month period immediately prior to the relevant date, for the purpose
of marketing, selling or providing to any such party any services or products
offered by or available from the Company or its subsidiaries and relating to the
Business (provided that if the Executive intends to solicit any such party for
any other purpose, he shall notify the Company of such intention) or (b) employ
or solicit, directly or indirectly, for employment any person who is an employee
of the Company or any of its subsidiaries at the time of termination or who was
an employee of the Company or any of its subsidiaries at any time during the six
(6) month period immediately prior to any such solicitation or employment.

               5.3  NON-COMPETITION. During the Term and (i) for a three (3)
year period following a termination of the Executive's employment by the Company
for Cause or a voluntary termination by the Executive without Employee Good
Reason or (ii) for eighteen (18) months following the termination of the
Executive's employment by the Executive with Employee Good Reason or by the
Company without Cause, the Executive shall not directly or indirectly, whether
individually, as a director, manager, member, stockholder, partner, owner,
employee, consultant or agent of any business, or in any other capacity, other
than on behalf of the Company or an affiliate or successor of the Company,
organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to,
render services for (alone or in association with any person, firm, corporation
or business organization), or otherwise assist any person or entity that engages
in or owns, invests in, operates, manages or controls any venture or enterprise
which directly or indirectly, engages or proposes to engage in (A) designing,
engineering, manufacturing, selling or distributing (x) towing systems and roof
rack systems and related accessories or (y) any other product which the Company
designs, engineers, manufactures, sells or distributes on or prior to the
termination of the Executive's employment (the "Business") or (B) in providing
services that are similar to, may be used as substitutes for or are in
competition with the Business, anywhere in the world in which the Company or any
of its subsidiaries engages or proposes to engage in such Business.
Notwithstanding the foregoing, nothing in this Agreement shall prevent the
Executive from owning for passive investment purposes not intended to circumvent
this Agreement, less than five percent (5%) of the publicly traded equity
securities of any competing enterprise (so long as the Executive has no power to
manage, operate, advise, consult with or control the competing enterprise and no
power, alone or in conjunction with other affiliated parties, to select a
director, manager, general partner, or similar governing official of the
competing enterprise other than in connection with the normal and customary
voting powers afforded the Executive in connection with any permissible equity
ownership).

               5.4  REPUTATION. The Company agrees to instruct its officers,
directors and Board of Managers not to engage in any act that is intended, or
may reasonably be expected to materially harm the reputation of the Executive
and the Executive agrees not to engage in any act that is intended, or may
reasonably be expected to materially harm the reputation, business,

                                      - 7 -


prospects or operations of the Company, any member of its Board of Managers,
Castle Harlan, Inc. or Castle Harlan, Partners IV, L.P., in either case, unless
as required by law or an order of a court or governmental agency with
jurisdiction

               5.5  PROPERTY. The Executive acknowledges that all originals and
copies of materials, records and documents generated by him or coming into his
possession during his employment by the Company are the sole property of the
Company ("Company Property"). During the Term, and at all times thereafter, the
Executive shall not remove, or cause to be removed, from the premises of the
Company, copies of any record, file, memorandum, document, computer related
information or equipment, or any other item relating to the business of the
Company, or any affiliate, except in furtherance of his duties under the
Agreement. When the Executive terminates his employment with the Company, or
upon request of the Company at any time, the Executive shall promptly deliver to
the Company all copies of Company Property in his possession or control.

               5.6  WORK PRODUCT. The Executive agrees that all inventions,
discoveries, systems, interfaces, protocols, concepts, formats, creations,
developments, designs, programs, products, processes, investment strategies,
materials, computer programs or software, data bases, improvements, or other
properties related to the business of the Company or any of its affiliates,
conceived, made or developed during the term of his employment with the Company,
whether conceived by the Executive alone or working with others, and whether
patentable or not (the "Work Product"), shall be owned by and belong exclusively
to the Company. The Executive hereby assigns to the Company his entire rights to
the Work Product and agrees to execute any documents and take any action
reasonably requested by the Company (at the Company's sole cost and expense) to
protect the rights of the Company in any Work Product. The Executive
acknowledges that any copyrightable subject matter created by the Executive
within the scope of his employment, whether containing or involving Confidential
Information or not, is deemed a work-made-for-hire under Chapter 17 of the
United States Code, entitled "Copyrights," as amended, and the Company shall be
deemed the sole author and owner thereof for any purposes whatsoever. In the
event of any unauthorized publication of any Confidential Information, the
Company shall automatically own the copyright in such publication. Further, the
Company shall automatically hold all patents and/or trademarks, if any, with
respect to any Work Product.

          6.   OTHER PROVISIONS.

               6.1. NOTICES. Any notice or other communication required or which
may be given hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid, and shall be deemed given when so
delivered personally, telegraphed, telexed, or sent by facsimile transmission
or, if mailed, four (4) days after the date of mailing, as follows:

               (a)  If the Company, to:

                    CHAAS Acquisitions, LLC
                    12900 Hall Road
                    Suite 200

                                      - 8 -


                    Sterling Heights, MI  48313

                    Attention:  Chief Executive Officer
                    Telephone:  586-997-2900
                    Fax:  586-997-6839

                    With a copy to:

                    Castle Harlan Partners IV, L.P.
                    150 E. 58th Street
                    New York, NY  10155

                    Attention:  Marcel Fournier
                    Telephone:  (212) 644-8600
                    Fax:        (212) 207-8042

                    and

                    Attention:  Howard Weiss
                    Telephone:  (212) 644-8600
                    Fax:        (212) 759-0486

                    And a copy to:

                    Schulte Roth & Zabel LLP
                    919 Third Avenue
                    New York, NY  10022

                    Attention:  Andre Weiss, Esq.
                    Telephone:  (212) 756-2000
                    Fax:        (212) 593-5955

               (b)  If the Executive, to his home address set forth in the
records of the Company.

               6.2  ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

               6.3  REPRESENTATIONS AND WARRANTIES BY EXECUTIVE. The Executive
represents and warrants that he is not a party to or subject to any restrictive
covenants, legal restrictions or other agreements in favor of any entity or
person which would in any way preclude, inhibit, impair or limit the Executive's
ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.

               6.4  WAIVER AND AMENDMENTS. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may

                                      - 9 -


be waived, only by a written instrument signed by the parties or, in the case of
a waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any right, power or privilege
hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.

               6.5  GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, without regard
to conflicts of laws principles.

               6.6  ASSIGNABILITY. This Agreement, and the Executive's rights
and obligations hereunder, may not be assigned by the Executive. The Company may
assign this Agreement and its rights, together with its obligations, to any
other entity which will substantially carry on the business of the Company.

               6.7  COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

               6.8  HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning of terms
contained herein.

               6.9  REMEDIES; SPECIFIC PERFORMANCE. The parties hereto hereby
acknowledge that the provisions of Section 5 are reasonable and necessary for
the protection of the Company. In addition, the Executive further acknowledges
that the Company will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees that, in addition to
any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for any breach of any restriction on the
Executive set forth in Section 5, in the event of such breach, the Company will
have no obligation to pay any of the amounts that remain payable by the Company
under Section 4.

               6.10 SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated. The Executive acknowledges that the
restrictive covenants contained in Section 5 are a condition of this Agreement
and are reasonable and valid in geographical and temporal scope and in all other
respects.

               6.11 JUDICIAL MODIFICATION. If any court or arbitrator determines
that any of the covenants in Section 5, or any part of any of them, is invalid
or unenforceable, the remainder

                                     - 10 -


of such covenants and parts thereof shall not thereby be affected and shall be
given full effect, without regard to the invalid portion. If any court or
arbitrator determines that any of such covenants, or any part thereof, is
invalid or unenforceable because of the geographic or temporal scope of such
provision, such court or arbitrator shall reduce such scope to the minimum
extent necessary to make such covenants valid and enforceable.

               6.12 TAX WITHHOLDING. The Company or other payor is authorized to
withhold, from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in the
opinion of the Board of Managers of the Company to satisfy all obligations for
the payment of such withholding taxes.

                                     - 11 -


          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day and year first above
mentioned.

                                EXECUTIVE


                                 /s/ Richard E. Borghi
                                ------------------------------------
                                Richard E. Borghi


                                CHAAS ACQUISITIONS, LLC


                                By: /s/ Marcel Fournier
                                   ---------------------------------
                                   Name: Marcel Fournier
                                   Title: Senior Vice-President

                                     - 12 -

EX-10.9

                                                                    EXHIBIT 10.9

                                                                  EXECUTION COPY

                         EXECUTIVE EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT ("Agreement") dated as of April 15, 2003 between
CHAAS Acquisitions, LLC, a Delaware limited liability company (the "Company")
and Bryan Fletcher (the "Executive").

          WHEREAS, the parties wish to establish the terms of Executive's future
employment with the Company; and

          WHEREAS, for purposes of this Agreement, the term "Company" shall
include subsidiaries of the Company and the Company may direct that one or more
of such subsidiaries fulfill the Company's obligations under this Agreement,
including, but not limited to, any applicable obligations under Section 3 or 4
hereof.

          Accordingly, the parties agree as follows:

          1.   EMPLOYMENT, DUTIES AND ACCEPTANCE.

               1.1  EMPLOYMENT BY THE COMPANY. The Company shall employ the
Executive effective as of the "Closing Date" as defined in the Securities
Purchase Agreement, dated as of April 15, 2003, among Advanced Accessory
Systems, LLC, each of the individuals and entities identified under the heading
"Sellers' on Annex A attached thereto and CHAAS Acquisitions, LLC (the
"Securities Purchase Agreement") (the "Effective Date") to render exclusive,
subject to the last sentence of this Section 1.1, and full-time services to the
Company. The Executive will serve in the capacity of President, Aftermarket
Operations of Valley Industries, LLC and such other positions of the Company or
its subsidiaries as designated by the Company and shall report to the President
and Chief Executive Officer of the Company. The Executive will perform such
lawful duties related to the business of the Company as are imposed on the
holder of that office by the By-laws of the Company and such other lawful duties
related to the business of the Company as are customarily performed by one
holding such positions in the same or similar businesses or enterprises as those
of the Company. The Executive will perform such other lawful duties related to
the business of the Company as may be assigned to him from time to time by the
President and Chief Executive Officer of the Company or the Board of Managers of
the Company, either directly or indirectly through its Chairman. The Executive
will devote all his full working-time and attention to the performance of such
duties and to the promotion of the business and interests of the Company. This
provision, however, will not prevent the Executive from investing his funds or
assets in any form or manner, or from acting as an advisor to or a member of,
the board of directors of any companies, businesses, or charitable
organizations, so long as such actions do not violate the provisions of Section
5 of this Agreement or interfere with the Executive's performance of his duties
hereunder.

               1.2  ACCEPTANCE OF EMPLOYMENT BY THE EXECUTIVE. The Executive
accepts such employment and shall render the services described above.



          2.   DURATION OF EMPLOYMENT.

               Subject to Section 4 of this Agreement, this Agreement and the
employment relationship hereunder will continue in effect for one (1) year from
the Effective Date (the "Initial Term"), and the terms of this Agreement shall
continue beyond the Initial Term in the following manner: the Initial Term shall
be automatically extended by one (1) day to always be not less than one (1) year
(the "Extended Term"); provided, however, that this extension shall cease upon
the earlier of (i) the date of termination of employment or (ii) notice of
termination of employment in the case of any termination under Section 4 hereof.
The Initial Term and the Extended Term are sometimes referred to in this
Agreement as the "Term." In the event of the Executive's termination of
employment during the Term, the Company's obligation to continue to pay all base
salary, as adjusted, bonus and other benefits then accrued shall terminate
except as may be provided for in Section 4 of this Agreement.

          3.   COMPENSATION BY THE COMPANY.

               3.1  BASE SALARY. As compensation for all services rendered
pursuant to this Agreement, the Company will pay to the Executive an annual base
salary of One Hundred Fifty-Five Thousand Dollars ($155,000), subject to an
upward adjustment by the Board of Managers of the Company, in its sole
discretion, and payable in accordance with the payroll practices of the Company
("Base Salary"). The Base Salary may not be reduced during the Term.

               3.2. BONUSES. The Executive shall be eligible to receive from the
Company an annual cash bonus in a range of thirty percent (30%) to fifty percent
(50%) of Base Salary, subject, in any event, to the achievement by the Company
of performance goals established by the Board of Managers of the Company, in its
sole discretion. This bonus shall be determined by the Compensation Committee of
the Board of Managers of the Company. For 2003, such bonus shall be pro rated,
based on the period from the Effective Date to December 31, 2003; provided that
the Executive shall be entitled to any bonus for the period of 2003 prior to the
Effective Date, accrued and reflected in "Final Adjusted Working Capital", as a
current liability in the "Final Closing Statement," each as defined in the
Securities Purchase Agreement.

               3.3  PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Executive shall
be permitted, during the Term, if and to the extent eligible, to participate in
any group life, hospitalization or disability insurance plan (the "Disability
Policy"), health program, pension plan or similar benefit plan of the Company,
which may be available to other executives of the Company generally, on the same
terms as such other executives.

               3.4  CAR ALLOWANCE. The Executive shall be entitled to a monthly
car allowance equal to Six Hundred Dollars ($600).

               3.5  VACATION. The Executive shall be entitled to twenty (20)
days of vacation per year.

               3.6  EXPENSE REIMBURSEMENT. During the Term, the Executive shall
be entitled to receive prompt reimbursement of all reasonable out-of-pocket
expenses properly incurred by him in connection with his duties under this
Agreement, including reasonable

                                      - 2 -


expenses of entertainment and travel, provided that such expenses are documented
and reported in accordance with the policies and procedures of the Company or
the Board of Managers, as applicable, at the time the expenses are incurred.

          4.   TERMINATION.

               4.1  TERMINATION UPON DEATH. If the Executive dies during the
Term, the Executive's legal representatives shall be entitled to receive the
Executive's Base Salary and accrued bonus for the period ending on the last day
of the month in which the death of the Executive occurs.

               4.2  TERMINATION UPON DISABILITY. If during the Term the
Executive's employment with the Company is terminated as a result of a
"Disability" (as defined in the Disability Policy), the Executive (or his legal
representatives) shall be entitled to receive the benefits set forth in Section
3.3 hereof applicable to a Disability.

               4.3  TERMINATION FOR CAUSE. The Executive's employment hereunder
may be terminated by the Board of Managers of the Company for "Cause" (as herein
defined) at any time. "Cause" shall mean with respect to the Executive, (a) the
Executive's continued failure to substantially perform the Executive's duties,
(b) failure to follow the lawful directions of the President and Chief Executive
Officer of the Company or the Board of Managers of the Company, either directly
or indirectly through its Chairman, (c) material, willful acts of dishonesty,
theft or fraud resulting or intending to result in personal gain or enrichment
at the expense of the Company, (d) commission of a felony, (e) a violation of
any written policy of the Company including, but not limited to, the Company's
employment manuals, rules and regulations which materially and adversely affects
the Company or could reasonably be expected to materially and adversely affect
the Company, or (f) the Executive engaging in any act that is intended, or may
reasonably be expected to materially harm the reputation, business or operations
of the Company or any member of its Board of Managers or (g) any other material
breach of this Agreement or any other agreement with the Company that the
Executive signs in his personal capacity, including, but not limited to, any
non-competition and confidentiality agreement, but excluding the Securities
Purchase Agreement. Prior to a termination for "Cause, the Executive shall be
entitled to written notice from the Company and ten (10) business days to cure
the deficiency leading to the Cause determination, if such deficiency is
curable. Notwithstanding the foregoing and without limiting the foregoing in any
way, for the avoidance of doubt, the Executive shall receive written notice and
ten (10) business days to cure a deficiency under Section 4.3(a) or (b) hereof.

               Upon termination for Cause hereunder, the Executive shall be
entitled to receive the Executive's Base Salary through the date of termination.

               4.4  VOLUNTARY TERMINATION WITHOUT EMPLOYEE GOOD REASON. The
Executive may upon at least sixty (60) but not more than ninety (90) days prior
written notice to the Company terminate employment hereunder without Employee
Good Reason, as defined in Section 4.6. Upon a voluntary termination without
Employee Good Reason, the Executive shall be entitled to receive the Executive's
Base Salary through the date of termination; provided, however, that if the
Company shall waive part or all of such sixty (60) but not more than ninety

                                      - 3 -


(90) day notice period, the Executive shall only receive Base Salary to the date
of termination specified in such waiver.

               4.5  TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE.

                    (a)  The Company may terminate the Executive's employment at
any time other than for Cause. If, prior to the expiration of this Agreement,
the Company terminates the Executive's employment for any reason other than
Cause, then in lieu of additional salary payments to the Executive for periods
subsequent to the date of such termination, the Company shall pay to the
Executive (i) his Base Salary for the remaining duration of the Term plus (ii) a
pro rata portion of the bonus that is determined under the terms of Section 3.2,
if any, such bonus to be determined at year end, based on the period from
January 1 of the year of termination of employment to the date of termination of
employment and (iii) the Company shall reimburse the Executive for the
applicable premiums under COBRA to receive insurance coverage from the Company
commencing on the date of termination through the date which is the earlier to
occur of (1) expiration of the applicable Term and (2) the day on which the
Executive shall be included in any insurance program provided by any other
employer.

                    (b)  Nothing contained in this Section 4.5 shall prevent the
Executive from receiving any and all benefits payable under any severance
benefit plan or program maintained by the Company to which the Executive is
entitled.

                    4.6  VOLUNTARY TERMINATION WITH EMPLOYEE GOOD REASON. (a)
The Executive may upon at least sixty (60) days prior written notice to the
Company terminate employment hereunder with Employee Good Reason (as herein
defined). Upon a termination with Employee Good Reason, in lieu of additional
salary payments to the Executive for periods subsequent to the date of such
termination, the Company shall pay to the Executive (i) his Base Salary for a
period of twelve (12) months after such termination plus (ii) a pro rata portion
of the bonus that is determined under the terms of Section 3.2, if any, such
bonus to be determined at year end, based on the period from January 1 of the
year of termination of employment to the date of termination of employment and
(iii) the Company shall reimburse the Executive for the applicable premiums
under COBRA to receive insurance coverage from the Company commencing on the
date of termination through the date which is the earlier to occur of (1) the
expiration of twelve (12) months after termination of employment and (2) the day
on which the Executive shall be included in any insurance program provided by
any other employer; provided, however, that if the Company shall waive part or
all of such sixty (60) day notice period, the items listed in (i), (ii) and
(iii) shall run from the date of termination contained in such waiver.

                    (b)  The term "Employee Good Reason" shall mean, without the
consent of the Executive (i) a reduction in Base Salary or any agreed upon
benefit under this Agreement; provided that the Company may at any time or from
time to time amend, modify, suspend or terminate any bonus, incentive
compensation or other benefit plan or program (in each case, other than Base
Salary) provided to the Executive for any reason and without the Executive's
consent if such modification, suspension or termination is consistent with
modifications, suspensions or terminations for other senior executive employees
of the Company, (ii) a material reduction in the Executive's responsibilities or
duties (other than a change in the number or identity of persons reporting to
the Executive) or the title of the

                                      - 4 -


Executive as President, Aftermarket Operations of Valley Industries, LLC or
(iii) the requirement by the Board of Managers of the Company that the Executive
relocate his residence from the Lodi, California area; PROVIDED, that, the
Company shall have thirty (30) days after receipt of notice from the Executive
pursuant to this Section 4.6 to cure the deficiency resulting in the termination
with Employee Good Reason.

                    4.7  CHANGE OF CONTROL. In the event that the Company
terminates the Executive's employment without Cause or the Executive terminates
his employment with Employee Good Reason within six (6) months after the
Effective Date of this Agreement, the applicable periods in Section 4.5(a)(i)
and (a)(iii) and Section 4.6(a)(i) and (a)(iii) shall be increased by six (6)
months.

                    4.8  REMOVAL FROM ANY BOARDS AND POSITIONS. If the
Executive's employment is terminated for any reason under this Agreement, he
shall be deemed to resign (i) if a member, from the Board of Managers of the
Company or board of managers or board of directors of any subsidiary of the
Company or any other board to which he has been appointed or nominated by or on
behalf of the Company and (ii) from any position with the Company or any
subsidiary of the Company, including, but not limited to, as an officer of the
Company or any of its subsidiaries.

          5.   RESTRICTIONS AND OBLIGATIONS OF THE EXECUTIVE.

               5.1  CONFIDENTIALITY. (a) During the course of the Executive's
employment by the Company, the Executive will have access to certain trade
secrets and confidential information relating to the Company which is not
readily available from sources outside the Company. The confidential and
proprietary information and, in any material respect, trade secrets of the
Company are among its most valuable assets, including but not limited to, its
customer and vendor lists, database, engineering, computer programs, frameworks,
models, its marketing programs, its sales, financial, marketing, training and
technical information, and any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning how the Company
creates, develops, acquires or maintains its products and marketing plans,
targets its potential customers and operates its retail and other businesses.
The Company invested, and continues to invest, considerable amounts of time and
money in its process, technology, know-how, obtaining and developing the
goodwill of its customers, its other external relationships, its data systems
and data bases, and all the information described above (hereinafter
collectively referred to as "Confidential Information"), and any
misappropriation or unauthorized disclosure of Confidential Information in any
form would irreparably harm the Company. The Executive acknowledges that such
Confidential Information constitutes valuable, highly confidential, special and
unique property of the Company. The Executive shall hold in a fiduciary capacity
for the benefit of the Company all Confidential Information relating to the
Company and its business, which shall have been obtained by the Executive during
the Executive's employment by the Company or predecessor of the Company and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
Except as required by law or an order of a court or governmental agency with
jurisdiction, the Executive shall not, during the period the Executive is
employed by the Company or at any time thereafter, disclose any Confidential
Information, directly or indirectly, to any person or entity for any reason or
purpose whatsoever, nor shall the

                                      - 5 -


Executive use it in any way, except in the course of the Executive's employment
with, and for the benefit of, the Company or to enforce any rights or defend any
claims hereunder or under any other agreement to which the Executive is a party,
provided that such disclosure is relevant to the enforcement of such rights or
defense of such claims and is only disclosed in the formal proceedings related
thereto. The Executive shall take all reasonable steps to safeguard the
Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft. The Executive understands and agrees that the
Executive shall acquire no rights to any such Confidential Information.

               (b)  All files, records, documents, drawings, specifications,
data, computer programs, evaluation mechanisms and analytics and similar items
relating thereto or to the Business (for the purposes of this Agreement,
"Business" shall be as defined in Section 5.3 hereof), as well as all customer
lists, specific customer information, compilations of product research and
marketing techniques of the Company, whether prepared by the Executive or
otherwise coming into the Executive's possession, shall remain the exclusive
property of the Company, and the Executive shall not remove any such items from
the premises of the Company, except in furtherance of the Executive's duties
under any employment agreement.

               (c)  It is understood that while employed by the Company the
Executive will promptly disclose to it, and assign to it the Executive's
interest in any invention, improvement or discovery made or conceived by the
Executive, either alone or jointly with others, which arises out of the
Executive's employment. At the Company's request and expense, the Executive will
assist the Company during the period of the Executive's employment by the
Company and thereafter in connection with any controversy or legal proceeding
relating to such invention, improvement or discovery and in obtaining domestic
and foreign patent or other protection covering the same.

               (d)  As requested by the Company and at the Company's expense,
from time to time and upon the termination of the Executive's employment with
the Company for any reason, the Executive will promptly deliver to the Company
all copies and embodiments, in whatever form, of all Confidential Information in
the Executive's possession or within his control (including, but not limited to,
memoranda, records, notes, plans, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the
Company, the Executive will provide the Company with written confirmation that
all such materials have been delivered to the Company as provided herein.

               5.2  NON-SOLICITATION OR HIRE. During the Term and (i) for a
three (3) year period following a termination of the Executive's employment by
the Company for Cause or a voluntary termination by the Executive without
Employee Good Reason or (ii) for eighteen (18) months following the termination
of the Executive's employment by the Executive with Employee Good Reason or by
the Company without Cause, the Executive shall not, (a) solicit, directly or
indirectly, any party who is a customer of the Company or its

                                      - 6 -


subsidiaries, or who was a customer of the Company or its subsidiaries at any
time during the twelve (12) month period immediately prior to the relevant date,
for the purpose of marketing, selling or providing to any such party any
services or products offered by or available from the Company or its
subsidiaries and relating to the Business (provided that if the Executive
intends to solicit any such party for any other purpose, he shall notify the
Company of such intention) or (b) employ or solicit, directly or indirectly, for
employment any person who is an employee of the Company or any of its
subsidiaries at the time of termination or who was an employee of the Company or
any of its subsidiaries at any time during the six (6) month period immediately
prior to any such solicitation or employment.

               5.3  NON-COMPETITION. During the Term and (i) for a three (3)
year period following a termination of the Executive's employment by the Company
for Cause or a voluntary termination by the Executive without Employee Good
Reason or (ii) for eighteen (18) months following the termination of the
Executive's employment by the Executive with Employee Good Reason or by the
Company without Cause, the Executive shall not directly or indirectly, whether
individually, as a director, manager, member, stockholder, partner, owner,
employee, consultant or agent of any business, or in any other capacity, other
than on behalf of the Company or an affiliate or successor of the Company,
organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to,
render services for (alone or in association with any person, firm, corporation
or business organization), or otherwise assist any person or entity that engages
in or owns, invests in, operates, manages or controls any venture or enterprise
which directly or indirectly, engages or proposes to engage in (A) designing,
engineering, manufacturing, selling or distributing (x) towing systems and roof
rack systems and related accessories or (y) any other product which the Company
designs, engineers, manufactures, sells or distributes on or prior to the
termination of the Executive's employment (the "Business") or (B) in providing
services that are similar to, may be used as substitutes for or are in
competition with the Business, anywhere in the world in which the Company or any
of its subsidiaries engages or proposes to engage in such Business.
Notwithstanding the foregoing, nothing in this Agreement shall prevent the
Executive from owning for passive investment purposes not intended to circumvent
this Agreement, less than five percent (5%) of the publicly traded equity
securities of any competing enterprise (so long as the Executive has no power to
manage, operate, advise, consult with or control the competing enterprise and no
power, alone or in conjunction with other affiliated parties, to select a
director, manager, general partner, or similar governing official of the
competing enterprise other than in connection with the normal and customary
voting powers afforded the Executive in connection with any permissible equity
ownership).

               5.4  REPUTATION. The Company agrees to instruct its officers,
directors and Board of Managers not to engage in any act that is intended, or
may reasonably be expected to materially harm the reputation of the Executive
and the Executive agrees not to engage in any act that is intended, or may
reasonably be expected to materially harm the reputation, business, prospects or
operations of the Company, any member of its Board of Managers, Castle Harlan,
Inc. or Castle Harlan, Partners IV, L.P., in either case, unless as required by
law or an order of a court or governmental agency with jurisdiction

               5.5  PROPERTY. The Executive acknowledges that all originals and
copies of materials, records and documents generated by him or coming into his
possession during his employment by the Company are the sole property of the
Company ("Company Property"). During the Term, and at all times thereafter, the
Executive shall not remove, or cause to be removed, from the premises of the
Company, copies of any record, file,

                                      - 7 -


memorandum, document, computer related information or equipment, or any other
item relating to the business of the Company, or any affiliate, except in
furtherance of his duties under the Agreement. When the Executive terminates his
employment with the Company, or upon request of the Company at any time, the
Executive shall promptly deliver to the Company all copies of Company Property
in his possession or control.

               5.6  WORK PRODUCT. The Executive agrees that all inventions,
discoveries, systems, interfaces, protocols, concepts, formats, creations,
developments, designs, programs, products, processes, investment strategies,
materials, computer programs or software, data bases, improvements, or other
properties related to the business of the Company or any of its affiliates,
conceived, made or developed during the term of his employment with the Company,
whether conceived by the Executive alone or working with others, and whether
patentable or not (the "Work Product"), shall be owned by and belong exclusively
to the Company. The Executive hereby assigns to the Company his entire rights to
the Work Product and agrees to execute any documents and take any action
reasonably requested by the Company (at the Company's sole cost and expense) to
protect the rights of the Company in any Work Product. The Executive
acknowledges that any copyrightable subject matter created by the Executive
within the scope of his employment, whether containing or involving Confidential
Information or not, is deemed a work-made-for-hire under Chapter 17 of the
United States Code, entitled "Copyrights," as amended, and the Company shall be
deemed the sole author and owner thereof for any purposes whatsoever. In the
event of any unauthorized publication of any Confidential Information, the
Company shall automatically own the copyright in such publication. Further, the
Company shall automatically hold all patents and/or trademarks, if any, with
respect to any Work Product.

          6.   OTHER PROVISIONS.

               6.1. NOTICES. Any notice or other communication required or which
may be given hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage prepaid, and shall be deemed given when so
delivered personally, telegraphed, telexed, or sent by facsimile transmission
or, if mailed, four (4) days after the date of mailing, as follows:

               (a)  If the Company, to:

                    CHAAS Acquisitions, LLC
                    12900 Hall Road
                    Suite 200
                    Sterling Heights, MI  48313

                    Attention:  Chief Executive Officer
                    Telephone:  586-997-2900
                    Fax:  586-997-6839

                    With a copy to:

                                      - 8 -


                    Castle Harlan Partners IV, L.P.
                    150 E. 58th Street
                    New York, NY  10155

                    Attention:  Marcel Fournier
                    Telephone:  (212) 644-8600
                    Fax:        (212) 207-8042

                    and

                    Attention:  Howard Weiss
                    Telephone:  (212) 644-8600
                    Fax:        (212) 759-0486

                    And a copy to:

                    Schulte Roth & Zabel LLP
                    919 Third Avenue
                    New York, NY  10022

                    Attention:  Andre Weiss, Esq.
                    Telephone:  (212) 756-2000
                    Fax:        (212) 593-5955

               (b)  If the Executive, to his home address set forth in the
records of the Company.

               6.2  ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, written or oral, with respect thereto.

               6.3  REPRESENTATIONS AND WARRANTIES BY EXECUTIVE. The Executive
represents and warrants that he is not a party to or subject to any restrictive
covenants, legal restrictions or other agreements in favor of any entity or
person which would in any way preclude, inhibit, impair or limit the Executive's
ability to perform his obligations under this Agreement, including, but not
limited to, non-competition agreements, non-solicitation agreements or
confidentiality agreements.

               6.4  WAIVER AND AMENDMENTS. This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
parties or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any
right, power or privilege hereunder, nor any single or partial exercise of any
right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.

                                      - 9 -


               6.5  GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such state, without regard
to conflicts of laws principles.

               6.6  ASSIGNABILITY. This Agreement, and the Executive's rights
and obligations hereunder, may not be assigned by the Executive. The Company may
assign this Agreement and its rights, together with its obligations, to any
other entity which will substantially carry on the business of the Company.

               6.7  COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.

               6.8  HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning of terms
contained herein.

               6.9  REMEDIES; SPECIFIC PERFORMANCE. The parties hereto hereby
acknowledge that the provisions of Section 5 are reasonable and necessary for
the protection of the Company. In addition, the Executive further acknowledges
that the Company will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Executive agrees that, in addition to
any other relief to which the Company may be entitled, the Company will be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purposes of restraining the
Executive from any actual or threatened breach of such covenants. In addition,
without limiting the Company's remedies for any breach of any restriction on the
Executive set forth in Section 5, in the event of such breach, the Company will
have no obligation to pay any of the amounts that remain payable by the Company
under Section 4.

               6.10 SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement, or any part thereof, is held by a court of
competent jurisdiction of any foreign, federal, state, county or local
government or any other governmental, regulatory or administrative agency or
authority to be invalid, void, unenforceable or against public policy for any
reason, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected or impaired or invalidated. The Executive acknowledges that the
restrictive covenants contained in Section 5 are a condition of this Agreement
and are reasonable and valid in geographical and temporal scope and in all other
respects.

               6.11 JUDICIAL MODIFICATION. If any court or arbitrator determines
that any of the covenants in Section 5, or any part of any of them, is invalid
or unenforceable, the remainder of such covenants and parts thereof shall not
thereby be affected and shall be given full effect, without regard to the
invalid portion. If any court or arbitrator determines that any of such
covenants, or any part thereof, is invalid or unenforceable because of the
geographic or temporal scope of such provision, such court or arbitrator shall
reduce such scope to the minimum extent necessary to make such covenants valid
and enforceable.

                                     - 10 -


               6.12 TAX WITHHOLDING. The Company or other payor is authorized to
withhold, from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such
benefit or payment and to take such other action as may be necessary in the
opinion of the Board of Managers of the Company to satisfy all obligations for
the payment of such withholding taxes.

                                     - 11 -


          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement as of the day and year first above
mentioned.

                                EXECUTIVE


                                 /s/ Bryan Fletcher
                                ------------------------------------
                                Bryan Fletcher


                                CHAAS ACQUISITIONS, LLC


                                By: /s/ Marcel Fournier
                                   ---------------------------------
                                   Name: Marcel Fournier
                                   Title: Senior Vice-President

                                     - 12 -

EX-10.10

                                                                   EXHIBIT 10.10

                              MANAGEMENT AGREEMENT

          AGREEMENT made this 15 day of April, 2003, by and among Castle Harlan,
Inc., a Delaware corporation ("CHI") and Advanced Accessory Systems, LLC, a
Delaware limited liability company, ("AAS"), and CHAAS Acquisitions, LLC, a
Delaware limited liability company ("Acquisitions" and, together with AAS, the
"Companies" and each, a "Company").

                              W I T N E S S E T H:

          WHEREAS, the Companies desire to retain CHI to provide business and
organizational strategy, financial and investment management, advisory and
merchant and investment banking services to the Companies and their direct and
indirect subsidiaries upon the terms and conditions hereinafter set forth, and
CHI is willing to undertake such obligations;

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:

          1.      APPOINTMENT. The Companies hereby engage CHI, and CHI hereby
agrees, upon the terms and subject to the conditions set forth herein, to
provide certain services to the Companies and their direct and indirect
subsidiaries as described in Section 3 hereof.

          2.      TERM. The term of this Agreement (the "Term") shall be for an
initial term expiring December 31, 2008. Such term shall be renewed
automatically for additional one-year terms thereafter unless CHI or the
Companies shall give notice in writing within 90 days before the expiration of
the initial term or any one-year renewal thereof of its desire to terminate this
Agreement. The provisions of Section 6 and otherwise as the context so requires
shall survive the termination of this Agreement.

          3.      DUTIES OF CHI. CHI shall provide the Companies and their
direct and indirect subsidiaries with business and organizational strategy,
financial and investment management, advisory and merchant and investment
banking services (collectively, the "Services").

          3.1.    EXCLUSIONS FROM "SERVICES". Notwithstanding anything in the
foregoing to the contrary, the following services are specifically excluded from
the definition of "Services":

          (i)     INDEPENDENT ACCOUNTING SERVICES. Accounting services rendered
to the Companies, their direct or indirect subsidiaries, or CHI, with prior
notice and consultation with the management of the Companies, by an independent
accounting firm or accountant (I.E., an accountant who is not an employee of
CHI);

          (ii)    LEGAL SERVICES. Legal services rendered to the Companies,
their direct or indirect subsidiaries, or CHI, with prior notice and
consultation with the management of the Companies, by an independent law firm or
attorney (I.E., an attorney who is not an employee of CHI);



          (iii)   TRANSACTION SERVICES. Services in connection with any
transaction in which the Companies or their direct or indirect subsidiaries may
be, or may consider becoming, involved, including acquisitions, divestitures or
financings, it being understood that CHI shall be first approached and shall
have a thirty day period concerning all opportunities during which it may decide
to perform, for an additional fee to be established at such time, any of such
transaction related services; and

          (iv)    INDEPENDENT ACTUARIAL SERVICES. Actuarial services rendered to
the Companies, their direct or indirect subsidiaries, or CHI with prior notice
and consultation with the management of the Companies, by an independent
actuarial firm or actuary (I.E., an actuary who is not an employee of CHI).

          4.      POWERS OF CHI. So that it may properly perform its duties
hereunder, CHI shall, subject to Section 8 hereof, have the authority to do all
things necessary and proper to carry out the duties set forth in Section 3.

          5.      COMPENSATION AND REIMBURSEMENT. As consideration payable to
CHI or any of its affiliates for providing the Services to the Companies and
their direct and indirect subsidiaries, the Companies shall pay to CHI, not more
frequently than quarterly in advance, to the extent not prohibited by the
agreements and instruments governing indebtedness for borrowed money of the
Companies, an annual management fee in an amount equal to 4% of the aggregate
equity contributions made by members of the Castle Harlan Group to the Companies
and their subsidiaries (the "Annual Fee"). Such payments shall accrue to the
extent not paid. In addition to the Annual Fee, the Companies shall, at the
direction of CHI, pay directly or reimburse CHI for its Out-of-Pocket Expenses
(as hereinafter defined) incurred in connection with the Services provided for
in Section 3 hereof. For purposes of this Agreement, the term "Out-of-Pocket
Expenses" shall mean the reasonable amounts paid by CHI in connection with the
Services provided for in Section 3, including (i) fees and disbursements of any
independent professionals and organizations, including independent auditors and
outside legal counsel, investment bankers or other financial advisors or
consultants, (ii) costs of any outside services of independent contractors such
as financial printers, couriers, business publications or similar services and
(iii) transportation, per diem, telephone calls, entertainment and all other
reasonable expenses actually incurred by CHI in rendering the Services provided
for herein. All reimbursements for Out-of-Pocket Expenses shall be made promptly
upon or as soon as practicable after presentation by CHI to the Companies of the
statement in connection therewith. For purposes of this Agreement, "Castle
Harlan Group" shall mean Castle Harlan Partners IV, L.P., CHI and any other
accounts or funds managed by CHI or Affiliates of CHI, and "Affiliate" shall
mean, with respect to any specified individual, corporation, limited liability
company, partnership, association, trust or other entity or organization (each,
a "Person"), a Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with, such
specified Person (it being understood that a Person shall be deemed to "control"
another Person, for purposes of this definition, if such Person directly or
indirectly has the power to direct or cause the direction of the management and
policies of such other Person, whether through holding beneficial ownership
interests in such other Person, through contracts or otherwise).

          6.      INDEMNIFICATION. The Companies will, jointly and severally,
indemnify and hold harmless CHI and its officers, directors, employees, agents,
representatives and affiliates (each

                                        2


being an "Indemnified Party") from and against any and all losses, claims,
damages and liabilities, joint or several, to which such Indemnified Party may
become subject under any applicable federal or state law, any claim made by any
third party or otherwise, relating to or arising out of the advisory and
consulting Services contemplated by this Agreement or the engagement of CHI
pursuant to, and the performance by CHI or such Indemnified Party of the
Services, and the Companies will reimburse any Indemnified Party for all costs
and expenses (including reasonable attorneys' fees and expenses) as they are
incurred in connection with the investigation of, preparation for or defense of
any pending or threatening claim, or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto. The Companies will not
be liable under the foregoing indemnification provision to the extent that any
loss, claim, damage, liability, cost or expense is determined by a court, in a
final judgment from which no further appeal may be taken, to have resulted
solely from the gross negligence or willful misconduct of CHI. The reimbursement
and indemnity obligations of the Companies under this paragraph shall be in
addition to any liability which the Companies may otherwise have, shall extend
upon the same terms and conditions to any affiliate of CHI and the stockholders,
officers, directors, employees, agents, representatives, affiliates and
controlling persons (if any), as the case may be, of CHI and any such affiliate
and shall be binding upon and inure to the benefit of any successors, assigns,
heirs and personal representatives of the Companies, CHI, any such affiliate and
any such person. The foregoing provisions shall survive the termination of this
Agreement.

          7.      DISTRIBUTIONS. The Companies shall cause their subsidiaries to
distribute funds to the Companies to the extent necessary for the Companies to
satisfy their obligations under this Agreement.

          8.      INDEPENDENT CONTRACTORS. Nothing herein shall be construed to
create a joint venture or partnership between CHI, on the one hand, and the
Companies, on the other hand, or an employee/employer relationship. CHI shall be
an independent contractor pursuant to this Agreement. Neither CHI nor the
Companies shall have any express or implied right or authority to assume or
create any obligations on behalf of or in the name of the other or to bind the
other to any contract, agreement or undertaking with any third party.

          9.      NOTICES. Any notice or other communications required or
permitted to be given hereunder shall be in writing and delivered by hand or
mailed by registered or certified mail, return receipt requested, or by
telecopier to the party to whom it is to be given at its address set forth
herein, or to such other address as the party shall have specified by notice
similarly given and the mailing date shall be deemed the date from which all
time periods pertaining to a date of notice shall run.

          (i)     If to AAS, to it at:
                  Advanced Accessory Systems, LLC
                  12900 Hall Road
                  Suite 200
                  Sterling Heights, Michigan 48313
                  Fax: (586) 997-6868
                  Attention: Chief Executive Officer

          (ii)    If to Acquisitions, to it at:
                  CHAAS Acquisitions, LLC

                                        3


                  c/o Castle Harlan, Inc.
                  150 East 58th Street
                  37th Floor
                  New York, New York 10155
                  Fax: (212) 207-8042
                  Attention: Marcel Fournier and Howard Weiss

                  with a copy to:

                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, New York  10022
                  Fax: (212) 593-5955
                  Attention: Andre Weiss

          (iii)   if to CHI, to it at:
                  150 East 58th Street
                  37th Floor
                  New York, New York 10155
                  Fax: (212) 207-8042
                  Attention: Marcel Fournier and Howard Weiss

                  with a copy to:

                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, New York  10022
                  Fax: (212) 593-5955
                  Attention: Andre Weiss

          10.     ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties and their successors and assigns. However, neither
this Agreement nor any of the rights of the parties hereunder may be transferred
or assigned by either party hereto, except that (i) if either Company shall
merge or consolidate with or into, or sell or otherwise transfer substantially
all its assets to, another corporation which assumes the obligations of such
Company under this Agreement, such Company may assign its rights hereunder to
that corporation and (ii) CHI may assign its rights and obligations hereunder to
any other person or entity controlled, directly or indirectly, by John K. Castle
and/or Leonard M. Harlan. Any attempted transfer or assignment in violation of
this Section 10 shall be void.

          11.     PERMISSIBLE ACTIVITIES. Nothing herein shall in any way
preclude CHI or its affiliates or its respective officers, directors and
partners from engaging in any business activities or from performing services
for its or their own account or for the account of others, including companies
which may be in competition with the business conducted by the Companies or
their direct or indirect subsidiaries.

          12.     GENERAL. No amendment or waiver of any provision of this
Agreement, or consent to any departure by either party from any such provision,
shall in any event be effective

                                        4


unless the same shall be in writing and signed by the parties to this Agreement.
The waiver of any party of any breach of this Agreement shall not operate or be
construed to be a waiver of any subsequent breach.

          13.     ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings, oral and written, among the parties hereto with respect to the
subject matter hereof.

          14.     SECTION HEADINGS. The section headings contained herein are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

          15.     APPLICABLE LAW. This agreement and the rights and obligations
of the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York. Each of the parties
hereto hereby irrevocably submits to the exclusive jurisdiction of any Federal
court sitting in the Southern District of New York over any suit, action or
proceeding arising out of or relating to this agreement. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted or not
prohibited by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. Each of the parties hereto
hereby irrevocably consents to the service of process in any suit, action or
proceeding by sending the same by certified mail, return receipt requested or by
overnight courier service, to the address of such party set forth in Section 9
or in the records of the Companies. EACH PARTY HERETO WAIVES ANY RIGHT IT MAY
HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT HEREUNDER OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

          16.     SEVERABILITY. Any section, clause, sentence, provision,
subparagraph or paragraph of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate
or nullify the remainder of this Agreement, but the effect thereof shall be such
section, clause, sentence, provision, subparagraph or paragraph so held to be
invalid, illegal or ineffective.

                                        5


          IN WITNESS WHEREOF, the parties hereto have signed this Agreement as
of the day and year first above written.

                                        CASTLE HARLAN, INC.


                                        By:  /s/ Marcel Fournier
                                           ---------------------------------
                                        Name: Marcel Fournier
                                        Title: Managing Director


                                        ADVANCED ACCESSORY SYSTEMS, LLC


                                        By:  /s/ Terence C. Seikel
                                           ---------------------------------
                                        Name: Terence C. Seikel
                                        Title:


                                        CHAAS ACQUISITIONS, LLC


                                        By:  /s/ Marcel Fournier
                                           ---------------------------------
                                        Name: Marcel Fournier
                                        Title:

EX-12.1

                                                                    EXHIBIT 12.1


                               CHAAS ACQUISITIONS, LLC
               EXHIBIT 12.1-STATEMENT REGARDING COMPUTATION OF RATIOS-
                            FIXED CHARGE COVERAGE RATIO
               FOR THE PERIOD FROM APRIL 15, 2003 THROUGH JUNE 30, 2003
               FOR THE COMPANY AND FOR THE PERIOD FROM JANUARY 1, 2003
                 THROUGH THROUGH APRIL 14, 2003 FOR THE PREDECESSOR
                FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
                          (DOLLAR AMOUNTS IN THOUSANDS)




                                                         PREDECESSOR                                                 COMPANY
                                                ----------------------------  ---------------------------------   -------------
                                                                                                 PERIOD FROM       PERIOD FROM
                                                                                                JANUARY 1, 2003   APRIL 14, 2003
                                                    YEAR ENDED DECEMBER 31,   SIX MONTHS ENDED     THROUGH           THROUGH
                                                  2000      2001      2002     JUNE 30, 2002    APRIL 14, 2003    JUNE 30, 2003
                                                -------   -------    -------   ---------------  ---------------   -------------
                                                                                              
Pre-tax income (loss) from
  continuing operations........................ $ 7,515   $ 2,996    $21,837        $20,717        $(5,098)          $2,348
                                                -------   -------    -------       --------        --------          -------

Fixed Charges:
  Interest expense and amortization
    of debt discount and premium on all
    indebtedness...............................  17,950    17,684     15,907         7,857           4,772            3,524

Rentals(1).....................................   2,711     2,713      2,933         1,367           1,245              889
                                                -------   -------    -------       --------         -------          -------
Total fixed charges............................  20,661    20,397     18,840         9,224           6,017            4,413
                                                -------   -------    -------       --------         -------          -------
Earnings before income taxes
  and fixed charges............................ $28,176   $23,393    $40,677       $29,941          $  919           $6,761
                                                =======   =======    =======       ========         =======          =======
Ratio of earnings to fixed charges.............   1.36x     1.15x      2.16x         3.25x           0.15x            1.53x
                                                =======   =======    =======       ========         =======          ========

- ----------
(1) Amount included in fixed charges for rentals is considered by management
    to be a reasonable approximation of the interest factor.

EX-21.1

                                                                    EXHIBIT 21.1

                     SUBSIDIARIES OF CHAAS ACQUISITIONS, LLC

NAME

AAS Acquisitions, LLC
Brink Nordisk Holdings ApS
CHAAS Holdings B.V.
CHAAS Holdings II B.V.
CHAAS Holdings III B.V.
Advanced Accessory Systems, LLC
SportRack, LLC
Valley Industries, LLC
Valtek, LLC (Delaware)
AAS Capital Corporation
SportRack Accessories Inc.
Nomadic Sport Inc
Brink International B.V
Brink B.V.
Brink Trekhaken B.V.
Brink Sverige AB
Brink France S.a.r.L.
Societe Francaise d'Equipements et d'Accessoires SA
SCI L'Elmontaise,
Ellebi s.r.l
Brink U.K. Limited
Towforce UK Limited (currently dormant)
Nordisk Komponent Holding A/S
Brink A/S
Brink Polska Sp z.o.o.
SportRack GmbH
SportRack s.r.o.
SportRack Iberica Automotive, S.L. Unipersonal

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the use in this Registration Statement on Form S-4 of Advanced Accessory Systems, LLC our reports dated February 28, 2003 relating to the financial statements and financial statement schedule of Advanced Accessory Systems, LLC and its subsidiaries, which appears in such Registration Statement. We also consent to the references to us under the headings "Experts" and "Selected Consolidated Historical Financial Data" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Detroit, Michigan
September 9, 2003

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CONSENT OF INDEPENDENT ACCOUNTANTS

EX-25

                                                                      EXHIBIT 25

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                          SECTION 305(b)(2)       / /

                              --------------------

                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)

Illinois                                                36-3800435
(State of incorporation                                 (I.R.S. employer
if not a U.S. national bank)                            identification no.)

2 N. LaSalle Street
Suite 1020
Chicago, Illinois                                       60602
(Address of principal executive offices)                (Zip code)

                              --------------------

                         ADVANCED ACCESSORY SYSTEMS, LLC
               (Exact name of obligor as specified in its charter)
Delaware                                                13-3848156
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

                             AAS Capital Corporation
               (Exact name of obligor as specified in its charter)
Delaware                                                13-3969422
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

                             CHAAS Acquisitions, LLC
               (Exact name of obligor as specified in its charter)
Delaware                                                Pending
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)



                             Valley Industries, LLC
               (Exact name of obligor as specified in its charter)
Delaware                                                38-3363492
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

                                 SportRack, LLC
               (Exact name of obligor as specified in its charter)
Delaware                                                13-3848154
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

                              AAS Acquisitions, LLC
               (Exact name of obligor as specified in its charter)
Delaware                                                84-1618508
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)

                                   ValTek, LLC
               (Exact name of obligor as specified in its charter)
Delaware                                                38-3402070
(State or other jurisdiction of                         (I.R.S. employer
incorporation or organization)                          identification no.)


135 South LaSalle Street
Chicago, Illinois                                       60603
(Address of principal executive offices)                (Zip code)

                              --------------------

                     10-3/4% Series B Senior Notes due 2011
                       (Title of the indenture securities)

================================================================================

                                       -2-


1.   GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
          IT IS SUBJECT.



                 Name                                                 Address
- ----------------------------------------------------------------------------------------------
                                                           
     Office of Banks & Trust Companies of the State           500 E. Monroe Street
     of Illinois                                              Springfield, Illinois 62701-1532

     Federal Reserve Bank of Chicago                          230 S. LaSalle Street
                                                              Chicago, Illinois 60603


     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     1.   A copy of Articles of Incorporation of BNY Midwest Trust Company
          (formerly CTC Illinois Trust Company, formerly Continental Trust
          Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
          Registration Statement No. 333-47688.)

     2,3. A copy of the Certificate of Authority of the Trustee as now in
          effect, which contains the authority to commence business and a grant
          of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1
          filed with the Registration Statement No.

          333-47688.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with the Registration Statement No. 333-47688.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with the Registration Statement No.
          333-47688.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                       -3-


                                    SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 1st day of August, 2003.

                                          BNY Midwest Trust Company

                                     By:    /S/  R. ELLWANGER
                                       -----------------------------------------
                                          Name:  R. ELLWANGER
                                          Title: ASSISTANT VICE PRESIDENT

                                       -4-


                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                           209 WEST JACKSON BOULEVARD
                                    SUITE 700
                             CHICAGO, ILLINOIS 60606

Including the institution's domestic and foreign subsidiaries completed as of
the close of business on March 31, 2003, submitted in response to the call of
the Office of Banks and Real Estate of the State of Illinois.



                       ASSETS                                 THOUSANDS OF DOLLARS
                       ------                                 --------------------
                                                                 
1.   Cash and Due from Depository Institutions.............          24,268

2.   U.S. Treasury Securities..............................             -0-

3.   Obligations of States and Political Subdivisions......             -0-

4.   Other Bonds, Notes and Debentures.....................             -0-

5.   Corporate Stock.......................................             -0-

6.   Trust Company Premises, Furniture, Fixtures and
     Other Assets Representing Trust Company Premises......             878

7.   Leases and Lease Financing Receivables................             -0-

8.   Accounts Receivable...................................           3,692

9.   Other Assets..........................................

     (Itemize amounts greater than 15% of Line 9)

            GOODWILL.................................86,813

                                                                     86,911

10.  TOTAL ASSETS..........................................         115,749


                                                                     Page 1 of 3


                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                           209 WEST JACKSON BOULEVARD
                                    SUITE 700
                             CHICAGO, ILLINOIS 60606



                      LIABILITIES                             THOUSANDS OF DOLLARS
                      -----------                             --------------------
                                                                 
11.  Accounts Payable......................................             -0-

12.  Taxes Payable.........................................             -0-

13.  Other Liabilities for Borrowed Money..................          25,425

14.  Other Liabilities.....................................

     (Itemize amounts greater than 15% of Line 14)                    7,199

            Reserve for Taxes.........................3,991
            Taxes due to Parent.......................2,934

15.  TOTAL LIABILITIES.....................................          32,624

                     EQUITY CAPITAL

16.  Preferred Stock.......................................             -0-

17.  Common Stock..........................................           2,000

18.  Surplus...............................................          62,130

19.  Reserve for Operating Expenses........................             -0-

20.  Retained Earnings (Loss)..............................          18,995

21.  TOTAL EQUITY CAPITAL..................................          83,125

22.  TOTAL LIABILITIES AND EQUITY CAPITAL..................         115,749


                                                                     Page 2 of 3


I,   Keith A. Mica, Vice President
   -----------------------------------------------------------------------------
              (Name and Title of Officer Authorized to Sign Report)
of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.

                                /s/ Keith A. Mica
              ----------------------------------------------------
                (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 30th day of April, 2003.

My Commission expires May 15, 2007.

                                /s/ Joseph A. Giacobino, Notary Public
                                -----------------------

(Notary Seal)


Person to whom Supervisory Staff should direct questions concerning this report.

       Christine Anderson                               (212) 437-5984
- --------------------------------------   ---------------------------------------
             Name                               Telephone Number (Extension)

                                                                     Page 3 of 3

EX-99.1

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Exhibit 99.1

FORM OF
LETTER OF TRANSMITTAL

ADVANCED ACCESSORY SYSTEMS, LLC
AAS CAPITAL CORPORATION

OFFER TO EXCHANGE THEIR
10³/4% SENIOR NOTES DUE 2011,
SERIES B (THE "NEW NOTES") FOR ALL OF THEIR OUTSTANDING
10³/4% SENIOR NOTES DUE 2011,
SERIES A (THE "ORIGINAL NOTES")

        THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                    2003, UNLESS EXTENDED BY THE ISSUERS (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To:
BNY Midwest Trust Company, Exchange Agent

By Mail: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7 East New York, N.Y. 10286 Attn: Ms. Diane Amoroso	By Hand or Overnight Delivery Service: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7 East New York, N.Y. 10286 Attn: Ms. Diane Amoroso
By Facsimile Transmission: (212) 298-1915
(Telephone Confirmation) (212) 815-3738

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        The Issuers reserve the right, at any time or from time to time, to extend the Exchange Offer at its sole discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. The Issuers shall notify the holders of the Original Notes of any extension by means of a press release or other public announcement prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

        This Letter of Transmittal is to be completed by a holder of Original Notes either if certificates are to be forwarded herewith or if a tender of certificates for Original Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer-Book-Entry Transfer." Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter to the

Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer- Guaranteed Delivery Procedures." See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

        List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES
	1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount of Original Note(s)	Principal Amount Tendered**
	Total

*

Need not be completed if Original Notes are being tendered by book-entry transfer.

**

Unless otherwise indicated in this column, a holder will be deemed to have tendered all of the Original Notes represented by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

START HERE

/

/    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution: 

        Account Number:    Transaction Code Number: 

/

/    CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s): 

        Window Ticket Number (if any): 

        Date of Execution of Notice of Guaranteed Delivery: 

        Name of Institution which guaranteed delivery: 

        If delivered by book-entry transfer, complete the following: 

        Account Number:  Transaction Code Number: 

/

/    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:

        Name: 

        Address: 

2

Ladies and Gentlemen:

        The undersigned hereby tenders to Advanced Accessory Systems, LLC and AAS Capital Corporation (the "Issuers"), the aggregate principal amount of Original Notes indicated in this Letter of Transmittal, upon the terms and subject to the conditions set forth in the Issuers' Prospectus dated                     , 2003 (the "Prospectus"), receipt of which is hereby acknowledged, and in this Letter of Transmittal, which together constitute the Issuers' offer (the "Exchange Offer") to exchange $1,000 principal amount of its 10³/4% Senior Notes Due 2011, Series B (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for each $1,000 principal amount of its issued and outstanding 10³/4% Senior Notes Due 2011, Series A, of which $150,000,000 aggregate principal amount was issued on May 23, 2002 and outstanding on the date of the Prospectus (the "Original Notes" and, together with the New Notes, the "Notes"). Capitalized terms which are not defined herein are used herein as defined in the Prospectus.

        Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Original Notes as are being tendered hereby and hereby irrevocably constitutes and appoints the Exchange Agent the attorney-in-fact of the undersigned with respect to such Original Notes, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

        (a)   deliver such Original Notes in registered certificated form, or transfer ownership of such Original Notes through book-entry transfer at the Book-Entry Transfer Facility, to or upon the order of the Issuers, upon receipt by the Exchange Agent, as the undersigned's agent, of the same aggregate principal amount of New Notes; and

        (b)   receive, for the account of the Issuers, all benefits and otherwise exercise, for the account of the Issuers, all rights of beneficial ownership of the Original Notes tendered hereby in accordance with the terms of the Exchange Offer.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Issuers will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the same are accepted by the Issuers.

        The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "Exchange Offer—Conditions." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers) as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Original Notes tendered hereby and, in such event, the Original Notes not exchanged will be returned to the undersigned.

        By tendering, each holder of the Original Notes who wishes to exchange Original Notes for New Notes in the Exchange Offer represents and acknowledges, for the holder and for each beneficial owner of such Original Notes, whether or not the beneficial owner is the holder, that: (i) the New Notes to be acquired by the holder and each beneficial owner, if any, are being acquired in the ordinary course of business; (ii) neither the holder nor any beneficial owner is an affiliate, as defined in Rule 405 of the Securities Act of the Issuers or any of the Issuers' subsidiaries; (iii) any person participating in the Exchange Offer with the intention or purpose of distributing New Notes received in exchange for Original Notes, including a broker-dealer that acquired Original Notes directly from the Issuers, but not as a result of market-making activities or other trading activities, will comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale of the New Notes acquired by such person; (iv) if the holder is not a broker-dealer, the holder and each beneficial owner, if any, are not participating, do not intend to participate and have no

3

arrangement or understanding with any person to participate in any distribution of the New Notes received in exchange for Original Notes; and (v) if the holder is a broker-dealer that will receive New Notes for the holder's own account in exchange for Original Notes, the Original Notes to be so exchanged were acquired by the holder as a result of market-making or other trading activities and the holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes received in the Exchange Offer. However, by so representing and acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. The undersigned has read and agrees to all of the terms of the Exchange Offer.

        The Issuers have agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer (as defined below) in connection with resales of New Notes received in exchange for Original Notes, where such Original Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making activities or other trading activities, for a period that will terminate when all registrable securities covered by the registration statement have been sold pursuant thereto (the "Effective Date") (subject to extension under certain limited circumstances described in the Prospectus). In that regard, each broker-dealer who acquired Original Notes for its own account as a result of market-making or other trading activities (a "Participating Broker-Dealer"), by tendering such Original Notes and executing this Letter of Transmittal or effecting delivery of an Agent's message in lieu thereof, agrees that, upon receipt of notice from the Issuers of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which cause the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other event specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of New Notes pursuant to the Prospectus until the Issuers have amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Issuers have given notice that the sale of the New Notes may be resumed, as the case may be.

        As a result, a Participating Broker-Dealer who intends to use the Prospectus in connection with resales of New Notes received in exchange for Original Notes pursuant to the Exchange Offer must notify the Issuers, or cause the Issuers to be notified, on or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under "The Exchange Offer—Exchange Agent."

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders."

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the New Notes (and, if applicable, substitute certificates representing Original Notes

4

for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original Notes."

        THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

        IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

        PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETION.

5

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)

        To be completed ONLY if certificates for Original Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: New Notes and/or Original Notes to:

Name(s): 

(PLEASE TYPE OR PRINT)

(PLEASE TYPE OR PRINT)

Address: 

(ZIP CODE)

Taxpayer Identification Number
(Social Security Number or Employer Identification Number)

[    ] Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Book-Entry Transfer Facility
Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)

        To be completed ONLY if certificates for Original Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) below on this Letter of Transmittal or to such person or persons at an address other than shown above in the box entitled "Description of Original Notes" on this Letter of Transmittal.

Mail: New Notes and/or Original Notes to:

Name(s): 

(PLEASE TYPE OR PRINT)

(PLEASE TYPE OR PRINT)

Address: 

(ZIP CODE)

6

THIS PAGE MUST BE COMPLETED BY ALL TENDERING HOLDERS

(Complete Accompanying Substitute Form W-9 attached at the end of this Letter of Transmittal)

PLEASE SIGN HERE

SIGNATURE(S) OF OWNER(S)

Date  , 2003                                         & nbsp;                                                  

Area Code and Telephone Number: 

        If a holder is tendering any Original Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or on a securities position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity: 

Address: 

(Including Zip Code)

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

Dated: 2003                                         & nbsp;                                                  

7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY PROCEDURES.

        This Letter of Transmittal is to be completed by holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption "The Exchange Offer—Book-Entry Transfer." Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

        Holders of Original Notes whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuers (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Original Notes, the certificate number or numbers of such Original Notes and the amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date the Letter of Transmittal, or facsimile thereof, together with the certificate(s) representing the Original Notes to be tendered in proper form for transfer and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent and (iii) the certificates for all physically tendered Original Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter of Transmittal and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within three business days after the Expiration Date.

        THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY ORIGINAL NOTES TO THE ISSUERS.

        See the section entitled "The Exchange Offer" of the Prospectus for more information.

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2.  PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF ORIGINAL NOTES WHO TENDER BY BOOK-ENTRY TRANSFER); WITHDRAWAL RIGHTS

        Tenders of Original Notes will be accepted only in the principal amount of $1,000 and integral multiples thereof. If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled "Description of Original Notes—Principal Amount Tendered." A reissued certificate representing the balance of nontendered Original Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

        Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written, or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Original Notes to be withdrawn, the aggregate principal amount of Original Notes to be withdrawn and (if certificates for such Original Notes have been tendered) the name of the registered holder of the Original Notes as set forth on the certificate for the Original Notes, if different from that of the person who tendered such Original Notes. If certificates for the Original Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such certificates for the Original Notes, the tendering holder must submit the serial numbers shown on the particular certificates for the Original Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Original Notes tendered for the account of an Eligible Institution. If Original Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under the caption "The Exchange Offer—Book-Entry Transfer," the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawal of Original Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written or facsimile transmission. Withdrawals of tenders of Original Notes may not be rescinded. Original Notes properly withdrawn will not be deemed to have been validly tendered for purposes of the Exchange Offer, and no New Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered. Properly withdrawn Original Notes may be retendered at any subsequent time on or prior to the Expiration Date by following the procedures described in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering."

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuers, in its sole discretion, whose determination shall be final and binding on all parties. Neither the Issuers, any employees, agents, affiliates or assigns of the Issuers, the Exchange Agent nor any other person shall be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any Original Notes which have been tendered but which are withdrawn will be returned to the holder thereof without cost to such holder as promptly as practicable after withdrawal.

3.  SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES

        If this Letter of Transmittal is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on a securities position listing without any change whatsoever.

9

        If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

        If any tendered Original Notes are registered in different names on several certificates or securities positions listings, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations.

        When this Letter of Transmittal is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such documents must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s), and the signatures on such certificate(s) must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority to so act must be submitted.

        ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (EACH AN "ELIGIBLE INSTITUTION").

        SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDERS OF SUCH ORIGINAL NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

        Tendering holders of Original Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. A holder of Original Notes tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account maintained by such person at the Book-Entry Transfer Facility, as the case may be.

10

5.  SUBSTITUTE FORM W-9.

        The holder tendering Original Notes in exchange for New Notes is required to provide the Exchange Agent with a correct taxpayer identification number ("TIN") on Substitute Form W-9, which is provided below. FAILURE TO PROVIDE THE CORRECT INFORMATION ON THE FORM OR AN ADEQUATE BASIS FOR AN EXEMPTION MAY SUBJECT THE HOLDER TO A $50 OR $500 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. WILLFULLY FALSIFYING CERTIFICATIONS OR AFFIRMATIONS MAY RESULT IN CRIMINAL PENALTIES. IN ADDITION, BACKUP WITHHOLDING AT THE RATE OF 30% MAY BE IMPOSED UPON ANY PAYMENTS OF PRINCIPAL OF, AND INTEREST ON, AND THE PROCEEDS OF DISPOSITION OF, A NEW NOTE. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED. Write "Applied For" in the space for the TIN if the holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent, if appropriate, will withhold 30% of any payments of principal of and interest on, and the proceeds of disposition of, a New Note until a TIN is provided to the Exchange Agent.

        Exempt holders are not subject to backup withholding. To prevent possible erroneous backup withholding, an exempt holder should enter its correct TIN in Part I of the Substitute Form W-9, check Part II of such form, and sign and date the form. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. In order for a non-resident alien or foreign entity to qualify as an exempt recipient, such person must submit a completed Form W-8, Form W-8BEN or other successor form, signed under penalties of perjury, attesting to the individual's exempt status. Such forms can be obtained from the Exchange Agent.

        The holder is required to give the Exchange Agent the TIN of the record owner of the Original Notes. If the Original Notes are in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for additional guidance on which TIN to report.

        If you do not have a TIN, consult the W-9 Guidelines for instructions on applying for a TIN, write "Applied for" in the space for the TIN in Part I of the Substitute Form W-9, and sign and date both signature lines on the form. If you provide your TIN to the Exchange Agent within 60 days of the date the Exchange Agent receives such form, amounts withheld during such 60 day period will be refunded to you by the Exchange Agent. NOTE: WRITING "APPLIED FOR" ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED FOR A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.

6.  TRANSFER TAXES.

        The Issuers will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Original Notes to the Issuers or their order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

        EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.

11

7.  DETERMINATION OF VALIDITY.

        The Issuers will determine, in its sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding on all parties. The Issuers reserve the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Issuers, be unlawful. The Issuers also reserve the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer" or any conditions or irregularity in any tender of Original Notes of any particular holder whether or not similar conditions or irregularities are waived in the case of other holders.

        The Issuers' interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Original Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Original Notes, neither the Issuers, any employees, agents, affiliates or assigns of the Issuers, the Exchange Agent, nor any other person shall be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8.  NO CONDITIONAL TENDERS.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.

9.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

        Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated above.

12

Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9

        Name.    If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

        If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form.

        Sole Proprietor.    You must enter your individual name as shown on your social security card. You may enter your business, trade, or "doing business as" name on the business name line.

        Other Entities.    Enter the business name as shown on required Federal tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or "doing business as" name on the business name line.

Part I—Taxpayer Identification Number ("TIN")

        You must enter your TIN, which is generally a social security number ("SSN") or an employer identification number ("EIN"), in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number ("ITIN"). Enter it in the social security number box. If you do not have an ITIN, see How To Get a TIN below.

        If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, using your EIN may result in unnecessary notice to the Exchange Agent.

        Note:    See the chart below for further clarification of name and TIN combinations.

        How To Get a TIN.    If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5 from your local Social Security Administration office. Get Form W-7 to apply for an ITIN or Form SS-4 to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676).

        If you do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the Exchange Agent. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the Exchange Agent. Other payments are subject to backup withholding.

        Note:    Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Part II—For Payees Exempt From Backup Withholding

        Individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

        If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, check Part II of this form, and sign and date the form.

        If you are a nonresident alien or a foreign entity not subject to backup withholding, give the Exchange Agent a completed Form W-8, Form W-8BEN or other successor form.

Part III—Certification

        For a joint account, only the person whose TIN is shown in Part I should sign. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

13

What Name and Number To Give the Exchange Agent

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship	The owner3
For this type of account:		Give name and EIN of:
6.	Sole proprietorship	The owner3
7.	A valid trust, estate, or pension trust	Legal entity4
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee

¹

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

²

Circle the minor's name and furnish the minor's SSN.

³

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or EIN (if you have one).

⁴

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

14

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number
Payer's Request for Taxpayer Identification Number (TIN)	Part II: For Payees exempt from backup withholding, see the enclosed Guidelines of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed under "Important Tax Information" above.
	Part III: Awaiting TIN    / /
Certification. Under penalty of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions. You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreported interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.)
Signature		Date
AWAITING TAXPAYER IDENTIFICATION NUMBER CERTIFICATE
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 27% of any payments of the principal of and interest on, and the proceeds of disposition of, the New Notes made to me thereafter will be withheld until I provide a taxpayer identification number.
SIGNATURE		DATE  , 2003

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What Name and Number To Give the Exchange Agent

EX-99.2

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Exhibit 99.2

FORM OF
NOTICE OF GUARANTEED DELIVERY FOR
TENDER OF 10³/4% SENIOR NOTES

DUE 2011, SERIES A OF ADVANCED ACCESSORY SYSTEMS, LLC
AND AAS CAPITAL CORPORATION

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Advanced Accessory Systems, LLC and AAS Capital Corporation (the "Issuers"), made pursuant to the Prospectus, dated                   , 2003 (the "Prospectus"), if certificates for the outstanding 10³/4% Senior Notes Due 2011, Series A of the Issuers (the "Original Notes") are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach BNY Midwest Trust Company (the "Exchange Agent") on or prior to 12:00 midnight, New York City time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. See the sections entitled "The Exchange Offer—Procedures for Tendering" and "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. Capitalized terms used herein but not defined herein have the respective meanings given to them in the Prospectus.

Delivery to:
BNY Midwest Trust Company, Exchange Agent

For information by Telephone:
(212) 815-3738

By Mail:	By Hand or Overnight Delivery Service:
The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7 East New York, N.Y. 10286 Attn: Ms. Diane Amoroso	The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street—7 East New York, N.Y. 10286 Attn: Ms. Diane Amoroso
By Facsimile Transmission: (212) 298-1915
(Telephone Confirmation) (212) 815-3738

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        Upon the terms and conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to the Issuers the principal amount of Original Notes set forth below, pursuant to the guaranteed delivery procedures described in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

Aggregate Principal Amount                   Name(s) of Registered Holder(s):  

Principal Amount of Original Notes Tendered:*

Certificate Nos. (if available)

$

        If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. Total Principal Amount Represented by Original Notes Certificate(s):

$	Account Number
*  Must be in denominations of principal amount of $1,000 and any integral multiple thereof ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED, AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
X
X   Signature(s) of Owner(s) or Authorized Signatory	Date
Area Code and Telephone Number:

        Must be signed by the holder(s) of Original Notes as their name(s) appear(s) on certificates for Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement of documents transmitted with this Notice of Guaranteed Delivery. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at The Depository Trust Company pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures," together with one or more properly completed and duly executed Letter(s) of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three business days after the date of execution hereof.

        The undersigned acknowledges that it must deliver the Letter of Transmittal (and any other required documents) and the Original Notes tendered hereby to the Exchange Agent within the time set forth above and that failure to do so could result in financial loss to the undersigned.

Name of Firm	Authorized Signature
Address	Title
Zip Code	(Please Type or Print)
Area Code and Tel. No.	Dated:

NOTE:    DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

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PLEASE PRINT NAME(S) AND ADDRESS(ES)
GUARANTEE (Not to be used for signature guarantee)