exv10w2






EXHIBIT 10.2




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the Effective Date
by and among Dura Automotive Systems, Inc., a Delaware corporation (the “Company”), and
each of the other Persons who are listed on the signature pages hereof.1 Capitalized
terms used but not otherwise defined herein are defined in Section 10 hereof.



     NOW, THEREFORE, in consideration of the mutual promises made herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:



     1. Demand Registrations.



     (a) Requests for Registration. The holders of not less than 20% of any class of
Registrable Securities then outstanding may, with respect to each such class of Registrable
Securities, request registration under the Securities Act of all or any portion of the shares of
each such class of the Registrable Securities held by them (i) three times on Form S-1 or any
similar long-form registration (a “Long-Form Registration”) and (ii) an unlimited number of
times on Form S-3 or any similar short-form registration (“Short-Form Registrations”), if
available (any registration under this Section 1(a), a “Demand Registration”).



     (b) Demand Notices. All requests for Demand Registrations shall be made by giving
written notice to the Company (the “Demand Notice”). Each Demand Notice shall specify the
approximate number of Registrable Securities requested to be registered. Within ten days after
receipt of any Demand Notice, the Company shall give written notice of such requested registration
to all other holders of Registrable Securities (the “Company Notice”) and, subject to the
provisions of Section 1(f) below, shall include in such registration all Registrable
Securities with respect to which the Company has received written requests for inclusion therein
within 15 days after the receipt of the Company Notice.



     (c) Demand Expenses. The Company shall pay all Registration Expenses of all holders
of Registrable Securities in all Demand Registrations.



     (d) Long-Form Registrations. A registration shall not count as one of the permitted
Long-Form Registrations until both (i) it has become effective and (ii) the holders of Registrable
Securities initially requesting such registration are able to register and sell pursuant to such
registration at least 90% of the Registrable Securities requested to be included in such
registration either at the time of the registration or within 90 days thereafter; provided
that the Company shall in any event pay all Registration Expenses in connection with any
registration initiated as a Demand Registration whether or not it has become effective and whether
or not such registration has counted as one of the permitted Long-Form Registrations;
provided further that a Long-Form Registration which is withdrawn at the sole request of
the holder of Registrable Securities who demanded such Long-Form Registration will count as a
Long-Form Registration unless the Company is reimbursed by such holder for all reasonable
out-of-pocket expenses incurred by the Company in connection with such registration.



     (e) Short Form Registrations; Shelf Registrations. Demand Registrations shall be Short Form Registrations whenever the Company is permitted to
use any applicable short form. For so long as the Company is become subject to the reporting
requirements of the Exchange Act, the Company shall use its commercially reasonable efforts to make
Short Form Registrations on Form S-3 (or any successor form) available for the sale of Registrable
Securities. The holders of a majority of the Registrable Securities then outstanding may, in
connection with any Demand Registration requested by such holders that is a Short-Form
Registration, require the Company to file such Short-Form Registration with the Securities and
Exchange Commission in accordance with and pursuant to Rule 415 promulgated under the Securities
Act (or any successor rule then in effect) (a “Shelf Registration”).





 




			
	1 Note -	 	Agreement to be signed by all second lien holders who receive preferred stock.




 









 










     (f) Priority on Demand Registrations. The Company shall not include in any Demand
Registration any securities which are not Registrable Securities without the prior written consent
of the holders of a majority of the Registrable Securities included in such registration. If a
Demand Registration is an underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of Registrable
Securities and other securities, if any, which can be sold in an orderly manner in such offering
within a price range acceptable to the holders of a majority of the Registrable Securities
initially requesting registration, the Company shall include in such registration the number which
can be so sold in the following order of priority: (i) first, the Registrable Securities
requested to be included in such registration, which in the opinion of such underwriter can be sold
in an orderly manner within the price range of such offering, pro rata among the respective holders
of such Registrable Securities on the basis of the number of shares of such Registrable Securities
owned by each such holder, and (ii) second, other securities requested to be included in
such registration to the extent permitted hereunder.



     (g) Restrictions on Demand Registrations. The Company shall not be obligated to
effect (i) any Long Form Demand Registration within 180 days or (ii) any Short Form Demand
Registration within 90 days, in each case, after the effective date of a previous Demand
Registration or a previous registration in which the holders of Registrable Securities were given
piggyback rights pursuant to Section 2 and in which such holders were able to register and
sell at least 90% of the number of Registrable Securities requested to be included therein. In
addition, the Company shall not be obligated to effect any Demand Registration during the period
starting with the date that is sixty (60) days prior to the Board’s good faith estimate of the date
of filing of, and ending on the date that is ninety (90) days after the effective date of, a
Company initiated registration, provided that the Company is actively employing in good
faith all reasonable efforts to cause such registration to become effective, and provided,
further that the aggregate number of days that any one or more Demand Registrations are
suspended or delayed by operation of this Section 1(g) shall not exceed 180 days in any
twelve month period. In the event of any such suspension or delay, the holders of Registrable
Securities initially requesting a Demand Registration that is suspended or delayed by operation of
this Section 1(g) shall be entitled to withdraw such request and, if such request is
withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations
hereunder, and the Company shall pay all Registration Expenses in connection with such
registration.



     (h) Selection of Underwriters. The holders of a majority of the Registrable Securities
included in the registration hereunder shall have the right to select the investment banker(s) and
manager(s) to administer the offering, subject to the Company’s approval which shall not be
unreasonably withheld or delayed.



     (i) Other Registration Rights. The Company represents and warrants that it is not a
party to, or otherwise subject to, any other agreement granting registration rights to any other
Person with respect to any securities of the Company. Except as provided in this Agreement, the
Company shall not grant to any Persons the right to request the Company to register any equity
securities of the Company, or any securities convertible or exchangeable into or exercisable for
such securities,
without the prior written consent of the holders of a majority of each class of Registrable
Securities then outstanding.



     2. Piggyback Registrations.



     (a) Right to Piggyback. Whenever the Company proposes to register any of its
securities under the Securities Act (other than pursuant to a Demand Registration) and the
registration form to be used may be used for the registration of Registrable Securities (a
“Piggyback Registration”), the Company shall give prompt written notice to all holders of
Registrable Securities of its intention to effect such a registration and shall, subject to the
provisions of Sections 2(c) and (d) below, include in such registration all
Registrable Securities with respect to which the Company has received written requests for
inclusion therein within 20 days after the receipt of the Company’s notice. Notwithstanding
anything to the contrary contained herein, the Company may determine not to proceed with a
registration which is the subject of such notice.



     (b) Piggyback Expenses. The Registration Expenses of the holders of Registrable
Securities shall be paid by the Company in all Piggyback Registrations.



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     (c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such offering within a
price range acceptable to the Company, the Company shall include in such registration the number
which can be so sold in the following order of priority: (i) first, the securities the
Company proposes to sell, (ii) second, the Registrable Securities requested to be included
in such registration (pro rata among the holders of such Registrable Securities on the basis of the
number of shares of such Registrable Securities owned by each such holder), and (iii)
third, other securities requested to be included in such registration.



     (d) Priority on Secondary Registrations. If a Piggyback Registration is an
underwritten secondary registration on behalf of holders of the Company’s securities, and the
managing underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the holders initially requesting such
registration, the Company shall include in such registration the number which can be so sold in the
following order of priority: (i) first, the securities requested to be included therein by
the holders requesting such registration and the Registrable Securities requested to be included in
such registration, pro rata among the holders of any such securities on the basis of the number of
securities so requested to be included therein owned by each such holder, and (ii) second,
other securities requested to be included in such registration.



     (e) Selection of Underwriters. If any Piggyback Registration is a primary registration
of an underwritten offering for the Company, the Company will have the sole right to select the
investment banker(s) and manager(s) for the offering. If any Piggyback Registration is an
underwritten secondary registration on behalf of holders of Registrable Securities pursuant to the
exercise of such holders’ Demand Registration rights, the selection of the investment banker(s) and
manager(s) shall be made in the manner agreed among the Company and a majority of such holders
initiating the Demand Registration rights or otherwise causing such registration to occur.



     (f) Other Registrations. If the Company has previously filed a registration statement with respect to Registrable
Securities pursuant to Section 1 or pursuant to this Section 2, and if such
previous registration has not been withdrawn or abandoned, the Company shall not file or cause to
be effected any other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities Act (except on Form
S-8, Form S-4 or any successor forms), whether on its own behalf or at the request of any holder or
holders of such securities, until a period of at least 180 days has elapsed from the effective date
of such previous registration.



     3. Holdback Agreements.



     (a) Holders of Registrable Securities. Each holder of Registrable Securities shall not
effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or exercisable for such
securities, during (i) with respect to the Company’s Initial Public Offering, the seven days prior
to and the 180-day period beginning on the effective date of such Initial Public Offering, (ii)
with respect to any other underwritten Demand Registration or any underwritten Piggyback
Registration in which Registrable Securities are included, the seven days prior to and the 90-day
period beginning on the effective date of such registration, and (iii) upon notice from the Company
of the commencement of an underwritten distribution in connection with any Shelf Registration, the
seven days prior to and the 90-day period beginning on the date of commencement of such
distribution, in each case except as part of such underwritten registration, and in each case
unless the underwriters managing the registered public offering otherwise agree. Each holder of
Registrable Securities agrees to execute a customary lock-up agreement in favor of the Company’s
underwriters to such effect and, in any event, that the Company’s underwriters in any relevant
offering shall be third party beneficiaries of this Section 3(a).



     (b) The Company. The Company shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or exercisable for such
securities (except pursuant to registrations on Form S-8, Form S-4 or any successor forms), during
(A) with respect to any underwritten Demand Registration or any underwritten piggyback Demand
Registration in which the holders of Registrable Securities are participating,



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the seven days prior
to and the 90-day period beginning on the effective date of such registration, and (B) upon notice
from any holder(s) of Registrable Securities subject to a Shelf Registration that such holder(s)
intend to effect a distribution of Registrable Securities pursuant to such Shelf Registration (upon
receipt of which, the Company will promptly notify all other holders of Registrable Securities of
the date of commencement of such distribution), the seven days prior to and the 90-day period
beginning on the date of commencement of such distribution.



     4. Registration Procedures. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its commercially reasonable efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:



     (a) prepare and file with the Securities and Exchange Commission a registration statement with
respect to such Registrable Securities (and, in the case of a Demand Registration, the Company
shall use its commercially reasonable efforts to make such filing within 90 days of its receipt of
a Demand Notice) and use its commercially reasonable efforts to cause such registration statement
to become effective (and, in the case of a Demand Registration, use its commercially reasonable
efforts to cause such registration statement to become effective within 150 days of its receipt of
a Demand Notice); provided that a reasonable time before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed, which documents shall be subject to
the review and comment of such counsel;



     (b) notify each holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for a period of not
less than 90 days (or, if sooner, until all Registrable Securities have been sold under such
Registration Statement) (or, in the case of a Shelf Registration, a period ending on the earlier of
(i) the date on which all Registrable Securities have been sold pursuant to the Shelf Registration
or have otherwise ceased to be Registrable Securities, and (ii) the eighteen month anniversary of
the effective date of such Shelf Registration) and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the sellers thereof set forth
in such registration statement;



     (c) furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such seller;



     (d) use its commercially reasonable efforts (i) to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as any seller
reasonably requests, (ii) to keep such registration or qualification in effect for so long as such
registration statement remains in effect, and (iii) to do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such seller (provided that the Company
shall not be required to (i) qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in
any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);



     (e) notify each seller of such Registrable Securities (i) at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, (A) upon discovery that, or
upon the happening of any event as a result of which, the prospectus included in such registration
statement contains an untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller, the Company shall
prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements therein not misleading,
(B) as soon as the Company becomes aware of any request by the Securities and Exchange Commission
or any Federal or state governmental authority for



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amendments or supplements to a registration
statement or related prospectus covering Registrable Securities or for additional information
relating thereto, (C) as soon as the Company becomes aware of the issuance or threatened issuance
by the Securities and Exchange Commission of any stop order suspending or threatening to suspend
the effectiveness of a registration statement covering the Registrable Securities or (D) of the
receipt by the Company of any notification with respect to the suspension of the qualification or
exemption from qualification of any Registrable Security for sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose; and (ii) when each registration
statement or any amendment thereto has been filed with the Securities and Exchange Commission and
when each registration statement or any post-effective amendment thereto has become effective;



     (f) cause all such Registrable Securities (i) if the Common Stock or Preferred Stock is then
listed on a securities exchange or included for quotation in a recognized trading market, to
continue to be so listed or included for a reasonable period of time after the offering, and (ii)
to be registered with or approved by such other governmental agencies or authorities as may be
necessary to enable the sellers thereof to consummate the disposition of the Registrable
Securities;



     (g) provide and cause to be maintained a transfer agent and registrar for all such Registrable
Securities from and after the effective date of such registration statement;



     (h) enter into such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the holders of a majority of the Registrable Securities being
sold or the underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities (including effecting a stock split, a combination of
shares, or other recapitalization);



     (i) make available for inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement and any attorney,
accountant or other agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause the Company’s
officers, directors, employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in connection with such
registration statement;



     (j) otherwise use its best efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least twelve months
beginning with the first day of the Company’s first full calendar quarter after the effective date
of the registration statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder;



     (k) permit any holder of Registrable Securities which holder, in its sole and exclusive
judgment, might be deemed to be an underwriter or a controlling person of the Company, to
participate in the preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included;



     (l) in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any Common Stock or Preferred Stock included in such
registration statement for sale in any jurisdiction, the Company shall use its commercially
reasonable efforts promptly to obtain the withdrawal of such order;



     (m) obtain and furnish to each such holder of Registrable Securities a signed counterpart of
(i) a cold comfort letter from the Company’s independent public accountants and (ii) a legal
opinion of counsel to the Company addressed to such holders of Registrable Securities, in each case
in customary form and covering such matters of the type customarily covered by such letters as the
holders of a majority of the Registrable Securities being sold reasonably request; and



     (n) provide a CUSIP number for the Registrable Securities prior to the effective date of the first
registration statement including Registrable Securities.



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     (o) subject to the next sentence of this provision, upon written notice to the holders of
Registrable Securities participating in a Demand Registration, the Company shall be entitled to
postpone, for a reasonable period of time, the filing of, or suspend the effectiveness of, any
registration statement for a Demand Registration or amendment thereto, or suspend the use of any
prospectus and shall not be required to amend or supplement the registration statement, any related
prospectus or any document incorporated therein by reference (other than an effective registration
statement being used for an underwritten offering) if the Board determines in its reasonable good
faith judgment that it possesses material nonpublic information the disclosure of which would
reasonably be expected to have a material adverse effect on any proposal or plan by the Company or
any of its direct or indirect Subsidiaries; provided that (i) the duration of such postponement or
suspension (a “Suspension Period”) may not exceed more than 90 consecutive days or more
than 120 days in the aggregate in any 12 month period, and (ii) the Company may not effect any
suspension under this provision more than one time in any 12 month period. Such Suspension Period
may be effected only if the Board determines in its good faith that such suspension is in the best
interest of the Company and its shareholders. If the Company shall so postpone the filing of a
registration statement hereunder, the holders of Registrable Securities shall (i) have the right,
in the case of a postponement of the filing or effectiveness of a registration statement, upon the
affirmative vote of not less than a majority of the Registrable Securities initially requesting
such Demand Registration, to withdraw the request for registration by giving written notice to the
Company within ten (10) days after receipt of such notice (and, if such request is withdrawn, such
Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the
Company shall pay all Registration Expenses in connection with such registration), or (ii) in the
case of a suspension of the right to make sales, receive an extension of the registration period
equal to the number of days of the suspension.



     5. Registration Expenses.



     (a) Expenses. All expenses incident to the Company’s performance of or compliance with
this Agreement, including all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and
disbursements of custodians, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and commissions) and
other Persons retained by the Company (all such expenses, together with the fees and disbursements
of counsel provided for in Section 5(b), being herein called “Registration
Expenses”), shall be borne as provided in this Agreement, except that the Company shall, in any
event, pay its internal expenses (including all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which securities issued by the Company are listed.



     (b) Reimbursement of Counsel. In connection with each Demand Registration and each
Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included
in such registration (i) for the reasonable fees and disbursements of one counsel chosen by the
holders of a majority of the Registrable Securities included in such registration and (ii) for the
reasonable fees and disbursements of each additional counsel retained by any holder of Registrable
Securities solely for the purpose of rendering a legal opinion to underwriters on behalf of such
holder in connection with any underwritten Demand Registration or Piggyback Registration.



     (c) Payment of Certain Expenses by Holders of Registrable Securities. Underwriting
discounts and commissions and transfer taxes relating to the Registrable Securities included in any
registration hereunder, and all fees and expenses of counsel for any holder of Registrable
Securities (other than fees and expenses to be reimbursed by the Company as set forth in
Section 5(b)) shall be borne and paid by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to be so registered.



     6. Indemnification; Contribution.



     (a) The Company agrees to indemnify, to the extent permitted by law, each holder of
Registrable Securities, its officers, directors, employees, agents and Affiliates and each Person
that controls such holder (within the meaning of the Securities Act) against all losses, claims,
damages, liabilities and expenses, including attorneys’ fees and disbursements and expenses of
investigation, resulting from any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any amendment



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thereof or
supplement thereto, any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, or violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any applicable state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any
applicable state securities law, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use therein or by such
holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company shall indemnify such
underwriters, their officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities.



     (b) In connection with any registration statement in which a holder of Registrable Securities
is participating, each such holder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors, officers, employees, agents and Affiliates and each Person who controls the Company
(within the meaning of the Securities Act and the Exchange Act) against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any writing furnished by such holder for use
in such registration statement, prospectus or preliminary prospectus or any amendment or supplement
thereto; provided that the obligation to indemnify shall be individual, not joint and several, for
each holder and shall be limited to the net amount of proceeds received by such holder from the
sale of Registrable Securities pursuant to such registration statement.



     (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that
the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party’s reasonable judgment (x) a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim or (y) such indemnified party has one or
more defenses to such claim that are not available to the indemnifying party, permit such
indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party shall not settle such claim
unless the indemnified party is released and discharged of any liability and the indemnifying party
shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim.



     (d) The indemnification provided for under this Agreement shall remain in full force and effect
regardless of any investigation made by or on behalf of the indemnified party or any officer,
director or controlling Person of such indemnified party and shall survive the transfer of
securities.



     (e) If the indemnification required by this Section 6 from the indemnifying party is
unavailable to an indemnified party hereunder in respect of any losses, claims, damages,
liabilities or expenses referred to in this Section 6:



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     (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and indemnified parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations. The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other things,
whether any violation has been committed by, or relates to information supplied by, such
indemnifying party or indemnified parties, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such violation. The amount paid
or payable by a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set forth in
Section 6(a) and Section 6(b), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or proceeding.




     (ii) The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 6(e) were determined solely by pro rata allocation or by
any other method of allocation which does not take into account the equitable considerations
referred to in Section 6(e)(i); provided, however, that with respect to any pro rata
allocation, the holders of Registrable Securities included in any such registration shall be
deemed to have only received the net proceeds from such holders’ sales of Registrable
Securities in such registration. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.



     7. Participation in Underwritten Registrations.



     (a) No Person may participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements; provided
that no holder of Registrable Securities included in any underwritten registration shall be
required to make any representations or warranties to the Company or the underwriters (other than
representations and warranties regarding such holder and such holder’s intended method of
distribution) or to undertake any indemnification obligations to the Company with respect thereto,
except as otherwise provided in Section 6(b), or to the underwriters with respect thereto,
except to the extent of the indemnification being given to the Company and its controlling persons
in Section 6(b).



     (b) Each Person that is participating in any registration hereunder agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind described in Section
4(e), such Person will forthwith discontinue the disposition of its Registrable Securities
pursuant to the applicable registration statement until such Person’s receipt of the copies of a
supplemented or amended prospectus as contemplated by Section 4(e). In the event the
Company shall give any such notice, the applicable time period mentioned in Section 4(b)
during which a Registration Statement is to remain effective shall, to the extent possible, be
extended by the number of days during the period from and including the date of the giving of such
notice pursuant to Section 4(e) to and including the date when each seller of a Registrable Security covered by such registration
statement shall have received the copies of the supplemented or amended prospectus contemplated by
Section 4(e).



     8. Effective Time. This Agreement shall be effective in accordance with the terms and
conditions set forth in the Plan and the confirmation order related thereto.



     9. Reporting Obligations.



     Prior to the earlier of (i) the third anniversary of the Effective Date and (ii) the date on
which the Company consolidates with, or merges with or into, another Person, or the Company sells,
conveys, assigns, transfers, leases or otherwise disposes of all or substantially all of the assets
of the Company, determined on a consolidated basis, to any Person, in any case other than a Person
which is a direct or indirect wholly-owned subsidiary of the Company,



-8-









 







the Company shall not take
any action to terminate or suspend its reporting obligations under Section 13(a) or 15(d) the
Exchange Act without the affirmative vote of the holders of a majority of the voting power of
Common Stock (the “Common Stock Vote”). For the avoidance of doubt, the holders of the
Preferred Stock shall not vote on an as-converted basis with respect to the Common Stock Vote.



     10. Definitions.



     “Affiliate” of any particular Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person and any direct or indirect
partner or member of a Person which is a partnership or limited liability company.



     “Agreement” has the meaning specified in the first paragraph hereof.



     “Board” means the board of directors of the Company.



     “Common Stock” has the means the shares of common stock of the Company, par value
$0.01 per share.



     “Common Stock Vote” has the meaning specified in Section 9.



     “Company” has the meaning specified in the preamble hereto.



     “Company Notice” has the meaning specified in Section 1(b).



     “control” (including the terms “controlling,” “controlled by” and “under common
control with”) 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
shares, by contract, or otherwise.



     “Demand Notice” has the meaning specified in Section 1(b).



     “Demand Registration” has the meaning specified in Section 1(a).



     “Effective Date” has the meaning assigned to such term in the Plan.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time.



     “Initial Public Offering” means the initial sale of Common Stock or Preferred Stock to
the public registered under the Securities Act on Form S-1 or any similar form.



     “Long-Form Registration” has the meaning specified in Section 1(a).



     “Management Equity Incentive Plan” has the meaning assigned to such term in the Plan.



     “NASDAQ” means the National Association of Securities Dealers Automated Quotations
system.



     “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof.



     “Piggyback Registration” has the meaning specified in Section 2(a).



     “Plan” means the Revised Joint Plan of Reorganization under Chapter 11, 11 U.S.C. §§
101-1330, as amended, relating to Dura Automotive Systems, Inc., as confirmed on May 13, 2008, by
order of the United States Bankruptcy Court for the District of Delaware.



-9-









 





     “Preferred Stock” means the shares of Series A Redeemable Voting Mandatorily
Convertible Preferred Stock having the rights and preferences set forth in the certificate of
designations thereof.



     “Registrable Securities” means any Common Stock or Preferred Stock issued on or after
the Effective Date to Persons who are parties hereto as of the Effective Date or become a parties
hereto, including any Common Stock and Preferred Stock issued pursuant to the Plan, the Management
Equity Incentive Plan, including upon the exercise of any options or other equity securities
pursuant to the Management Equity Incentive Plan (and any Common Stock issued upon the exercise of
options or other equity securities issued thereunder), and any Common Stock, Preferred Stock or
Conversion Stock (as such term is defined in the certificate of designations of the Preferred
Stock) issued or issuable with respect to any of the foregoing securities by way of a stock
dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization, or upon conversion or exercise of any such securities;
provided that such securities shall cease to be Registrable Securities when they have been
(A) effectively registered under the Securities Act and disposed of in accordance with the
registration statement covering them, (B) distributed to the public through a broker, dealer or
market maker pursuant to Rule 144 under the Securities Act (or any similar rule promulgated by the
Securities and Exchange Commission then in force), (C) become eligible to be sold pursuant to Rule
144(k) of the Securities Act (or any similar rule by the Securities and Exchange Commission then in
force) or (D) eligible to be sold without restriction by the holder thereof as a result of Section
1145 of Title 11 of the United States Code, as amended.



     “Registration Expenses” has the meaning specified in Section 5(a).



     “Securities Act” means the Securities Act of 1933, as amended from time to time.



     “Securities and Exchange Commission” means the United States Securities and Exchange
Commission or any successor governmental agency.



     “Shelf Registration” has the meaning specified in Section 1(d).



     “Short-Form Registration” has the meaning specified in Section 1(a).



     “Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of shares 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 (ii) if a limited liability company,
partnership, association or other business entity, a majority of the membership, partnership or
other similar ownership interest thereof is at the time owned or controlled, directly or
indirectly, by any Person or one or more of the other 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 limited liability company, partnership, association or other business entity if such
Person or Persons shall be allocated a majority of the gains or losses of such limited liability
company, partnership, association or other business entity or shall be or control (or have the
power to control) a managing director, manager or general partner of such limited liability
company, partnership, association or other business entity.



     11. Amendment, Modification and Waivers; Further Assurances



     (a) Amendment. Subject to Section 12(l) hereof, this Agreement may be amended
with the consent of the Company and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company shall have obtained the
written consent of the holders of at least a majority of each class of Registrable Securities then
outstanding to such amendment, action or omission to act; provided that if any such
amendment or waiver is to a provision in this Agreement that requires a specific vote to take an
action thereunder or to take an action with respect to the matters described therein, such
amendment or waiver shall not be effective unless such specific vote is obtained with respect to
such amendment or waiver.



     (b) Effect of Waiver. No waiver of any terms or conditions of this Agreement shall
operate as a waiver of any other breach of such terms and conditions or any other term or
condition, nor shall any failure to



-10-









 







enforce any provision hereof operate as a waiver of such
provision or of any other provision hereof. No written waiver hereunder, unless it by its own terms
explicitly provides to the contrary, shall be construed to effect a continuing waiver of the
provisions being waived and no such waiver in any instance shall constitute a waiver in any other
instance or for any other purpose or impair the right of the party against whom such waiver is
claimed in all other instances or for all other purposes to require full compliance with such
provision.



     (c) Further Assurances. Each of the parties hereto shall execute all such further
instruments and documents and take all such further action as any other party hereto may reasonably
require in order to effectuate the terms and purposes of this Agreement.



     12. Miscellaneous.



     (a) No Inconsistent Agreements. The Company shall not hereafter enter into any
agreement with respect to its securities which is inconsistent with or violates the rights granted
to the holders of Registrable Securities in this Agreement.



     (b) Adjustments Affecting Registrable Securities. The Company shall not take any
action, or permit any change to occur, with respect to its securities which would materially and
adversely affect the ability of the holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement or which would materially and
adversely affect the marketability of such Registrable Securities in any such registration
(including effecting a stock split or a combination of shares).



     (c) Remedies; Specific Performance. Any Person having rights under any provision of
this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by
reason of any breach of any provision of this Agreement and to exercise all other rights existing
in their favor. The parties hereto agree and acknowledge that money damages would not be an
adequate remedy for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction for specific
performance and/or injunctive relief (without posting any bond or other security) in order to
enforce or prevent violation of the provisions of this Agreement and shall not be required to prove
irreparable injury to such party or that such party does not have an adequate remedy at law with
respect to any breach of this Agreement (each of which elements the parties admit). The parties
hereto further agree and acknowledge that each and every obligation applicable to it and contained
in this Agreement shall be specifically enforceable against it and hereby waives and agrees not
to assert any defenses against an action for specific performance of their respective obligations
hereunder.



     (d) Successors and Assigns. All covenants and agreements in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including any trustee in bankruptcy) whether so
expressed or not. In addition, whether or not any express assignment has been made, the provisions
of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are
also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
or delegated by the Company without the prior written consent of the Holders owning Registrable
Securities possessing a majority in number of the Registrable Securities outstanding on the date as
of which such delegation or assignment is to become effective.



     (e) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.



     (f) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same Agreement.



-11-









 





     (g) Descriptive Headings; Interpretation; No Strict Construction. The descriptive
headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns,
pronouns, and verbs shall include the plural and vice versa. References to sections are to sections
of this Agreement unless otherwise stated. Reference to any agreement, document, or instrument
means such agreement, document, or instrument as amended or otherwise modified from time to time in
accordance with the terms thereof, and, if applicable, hereof. The words “include”, “includes” or
“including” in this Agreement shall be deemed to be followed by “without limitation”. The use of
the words “or,” “either” or “any” shall not be exclusive. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.



     (h) Governing Law. All issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of
law rules or provisions (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. In
furtherance of the foregoing, the internal law of the State of Delaware shall control the
interpretation and construction of this Agreement (and all schedules and exhibits hereto), even
though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily apply.



     (i) Notices. All notices, demands or other communications to be given or delivered under or by reason of
the provisions of this Agreement shall be in writing and shall be deemed to have been given when
(a) delivered personally to the recipient, (b) telecopied to the recipient (with hard copy sent to
the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied
before 5:00 p.m. New York, New York time on a business day, and otherwise on the next business day,
or (c) one business day after being sent to the recipient by reputable overnight courier service
(charges prepaid). Such notices, demands and other communications shall be sent to the Company at
the address set forth below and to any holder of Registrable Securities at such address as
indicated by the Company’s records, or at such address or to the attention of such other person as
the recipient party has specified by prior written notice to the sending party. The Company’s
address is:



	 	 	 	 	 
	 	 	Dura Automotive Systems, Inc.

2791 Research Drive

Rochester Hills, MI 48309

Attn: Theresa Skotak, Vice President
	 

	 	Telephone:     
	 	(248) 299-7204
	 

	 	Facsimile:     
	 	(248) 299-7504
	 
	 	 	 	 
	 

	 	with a copy to:
	 
	 	 	 	 
	 	 	Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601 6636
	 

	 	Attn:
	 	Marc Kieselstein, P.C.
	 

	 	 	 	Roger Higgins
	 

	 	 	 	Dennis M. Myers, P.C.
	 	 	Facsimile: (312) 861 2200






     If any time period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or legal holiday in the State of New York or the jurisdiction in which the
Company’s principal office is located, the time period shall automatically be extended to the
business day immediately following such Saturday, Sunday or legal holiday.



-12-









 





     (j) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each
other agreement or instrument entered into in connection herewith or therewith or contemplated
hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by
means of a facsimile machine, shall be treated in all manner and respects as an original agreement
or instrument and shall be considered to have the same binding legal effect as if it were the
original signed version thereof delivered in person. At the request of any party hereto or to any
such agreement or instrument, each other party hereto or thereto shall reexecute original forms
thereof and deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the use of a facsimile
machine as a defense to the formation or enforceability of a contract and each such party forever
waives any such defense.



     (k) Waiver of Jury Trial. Each of the parties to this Agreement hereby agrees to waive
its respective rights to a jury trial of any claim or cause of action based upon or arising out of
this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this Agreement, including
contract claims, tort claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into this Agreement, that each has
already relied on this waiver in entering into this Agreement, and that each will continue to rely
on this waiver in their related future dealings. Each party hereto further warrants and represents
that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily
waives its jury trial rights following consultation with legal counsel. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER
THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 11(K) AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.



     (l) Third Party Beneficiaries



     This Agreement is solely for the benefit of the parties hereto and no provision of this
Agreement, including any representations, warranties or covenants set forth herein, shall be deemed
to confer upon any third party any rights, remedies, claims, or causes of action; provided,
however, that the holders of the Common Stock shall be third party beneficiaries of Section
9 hereof, and neither said Section 9 nor this proviso may be amended, modified or
waived except by a Common Stock Vote. For the avoidance of doubt, the holders of the Preferred
Stock shall not vote on an as-converted basis with respect to the Common Stock Vote..



     (m) Arms’ Length Agreement. Each of the parties to this Agreement agrees and
acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any
means prohibited by law.



     (n) Sophisticated Parties; Advice of Counsel. Each of the parties to this Agreement
specifically acknowledges that (a) it is a knowledgeable, informed, sophisticated Person capable of
understanding and evaluating the provisions set forth in this Agreement and (b) it has been fully
advised and represented by, or has had the opportunity to retain, legal counsel of its own
independent selection and has relied wholly upon its independent judgment and the advice of such
counsel in negotiating and entering into this Agreement.



* * * * *




-13-









 





     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	BARCLAYS BANK PLC, London	 	 
	 
	 	 	 	 
	 

	 	/s/ Brian Berman	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Brian Berman	 	 
	 

	 	Its: Managing Director	 	 






(Signature page for Registration Rights Agreement)




-14-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	SAMUEL WAXMAN, WAXMAN MARITAL TRUST
	 
	 	 	 	 	 	 
	 	 	/s/ Samuel Waxman	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Samuel Waxman, TTEE	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





(Signature page for Registration Rights Agreement)




-15-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	ADDISON CDO, LTD.	 	 
	 
	 	 	 	 
	 

	 	/s/ Anthony Braaksma	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Anthony Braaksma	 	 
	 

	 	Its: Vice President — State Street IMS Operations	 	 






(Signature page for Registration Rights Agreement)





-16-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	AIMCO CLO, SERIES 2005-A	 	 
	 
	 	 	 	 
	 

	 	/s/ Chris Goergen	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Chris Goergen	 	 
	 

	 	Its: Authorized Signatory	 	 






(Signature page for Registration Rights Agreement)




-17-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	AIMCO CLO, SERIES 2006-A	 	 
	 
	 	 	 	 
	 

	 	/s/ Chris Goergen	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Chris Goergen	 	 
	 

	 	Its: Authorized Signatory	 	 






(Signature page for Registration Rights Agreement)





-18-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	ALLSTATE LIFE INSURANCE COMPANY	 	 
	 
	 	 	 	 
	 

	 	/s/ Chris Goergen	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Chris Goergen	 	 
	 

	 	Its: Authorized Signatory	 	 






(Signature page for Registration Rights Agreement)




-19-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 
	 

	 	/s/ Ronald Dooley	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Ronald Dooley	 	 
	 

	 	Its: Director	 	 






(Signature page for Registration Rights Agreement)




-20-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	BLACKPORT CAPITAL FUND LTD.	 	 
	 
	 	 	 	 
	 

	 	/s/ John Dionne	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: John Dionne	 	 
	 

	 	Its: Chief Investment Officer	 	 






(Signature page for Registration Rights Agreement)




-21-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CENT CDO 10, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	RIVERSOURCE INVESTMENTS, LLC as 

Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robin C. Stancil	 	 
	 

	 	Its:
	 	Director of Operations	 	 






(Signature page for Registration Rights Agreement)




-22-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CENT CDO XI, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	RIVERSOURCE INVESTMENTS, LLC as

Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robin C. Stancil	 	 
	 

	 	Its:
	 	Director of Operations	 	 






(Signature page for Registration Rights Agreement)





-23-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO 8, LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	RIVERSOURCE INVESTMENTS, LLC as

Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robin C. Stancil	 	 
	 

	 	Its:
	 	Director of Operations	 	 






(Signature page for Registration Rights Agreement)




-24-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO 9, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	RIVERSOURCE INVESTMENTS, LLC as 

Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robin C. Stancil	 	 
	 

	 	Its:
	 	Director of Operations	 	 






(Signature page for Registration Rights Agreement)




-25-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO VI, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	RIVERSOURCE INVESTMENTS, LLC as 

Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robin C. Stancil	 	 
	 

	 	Its:
	 	Director of Operations	 	 






(Signature page for Registration Rights Agreement)




-26-









 








     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CENTURION CDO VII, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	RIVERSOURCE INVESTMENTS, LLC as 

Collateral Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robin C. Stancil	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robin C. Stancil	 	 
	 

	 	Its:
	 	Director of Operations	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	DEEP VALUE HEDGED INCOME — 1, a series of 

UNDERLYING FUNDS TRUST
	 
	 	 	 	 
	 

	 	BY: ALTERNATIVE INVESTMENT PARTNERS, LLC	 	 
	 
	 	 	 	 
	 

	 	/s/Kristina Labermeier	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Kristina Labermeier	 	 
	 

	 	Its: CCO	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	EPSILON DISTRESSED STRATEGIES MASTER FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	EPSILON GLOBAL ASSET MANAGEMENT LTD.- 
GP
	 
	 	 	 	 	 	 
	 	 	/s/ Steve Stevanovich	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Steve Stevanovich	 	 
	 

	 	Its:
	 	President	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	FRONTIER RIDGE GLOBAL FUND	 	 
	 
	 	 	 	 
	 

	 	/s/ Michael Choo	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Michael Choo	 	 
	 

	 	Its: Director	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	FRONTIER RIDGE GLOBAL FUND, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	FRONTIER RIDGE HOLDINGS LLC, its General

Partner
	 
	 	 	 	 	 	 
	 	 	/s/ Michael Choo	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Michael Choo	 	 
	 

	 	Its:
	 	Managing Member	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	GE BUSINESS FINANCIAL SERVICES INC.	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Rick Luck	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Rick Luck	 	 
	 

	 	 	 	Being Duly Authorized	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lawrence A. Denton	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	GRADIENT FC MASTER LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	GRADIENT PARTNERS LP	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ James B. Rubin	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	James B. Rubin	 	 
	 

	 	Its:
	 	Investment Manager	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Robert Shea	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Robert Shea	 	 
	 

	 	Its:
	 	Investment Manager	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	GRADIENT OC MASTER LTD.	 	 
	 
	 	 	 	 
	 

	 	BY: GRADIENT PARTNERS LP	 	 
	 
	 	 	 	 
	 

	 	/s/ James B. Rubin	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: James B. Rubin	 	 
	 

	 	Its: Investment Manager	 	 
	 
	 	 	 	 
	 

	 	/s/ Robert Shea	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Robert Shea	 	 
	 

	 	Its: Investment Manager	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	GREYROCK CDO Limited	 	 
	 
	 	 	 	 
	 

	 	
BY: ALADDIN CAPITAL MANAGEMENT, as Lender

	 
	 	 	 	 
	 

	 	/s/ James B. Rubin	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: James Bragg	 	 
	 

	 	Its: Director	 	 






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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	JP MORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 
	 

	 	/s/ Roberto Ristorucci	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: James B. Rubin	 	 
	 

	 	Its: Authorized Signatory	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	KS CAPITAL PARTNERS, LP	 	 
	 
	 	 	 	 
	 

	 	/s/ Jack Swain	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Jack Swain	 	 
	 

	 	Its: Chief Investment Officer	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	KS INTERNATIONAL, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Jack Swain	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Jack Swain	 	 
	 

	 	Its: Chief Investment Officer	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	LANDMARK VII CDO Limited	 	 
	 
	 	 	 	 
	 

	 	BY: ALADDIN CAPITAL MANAGEMENT, as a Lender
	 
	 	 	 	 
	 

	 	/s/ James Bragg	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: James Bragg	 	 
	 

	 	Its: Director	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	LOAN FUNDING III LLC	 	 
	 
	 	 	 	 
	 

	 	/s/ Anthony Braaksma	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Anthony Braaksma	 	 
	 

	 	Its: Vice President — State Street IMS Operations	 	 






(Signature page for Registration Rights Agreement)





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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	NEWSTART FACTORS INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ James D. Bennett	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: James D. Bennett	 	 
	 

	 	Its: President	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Lawrence A. Denton	 	 
	 	 	Its:	 	President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PACIFICOR FUND LP

PACIFICOR FUND II LP

PACIFICOR INSURANCE FUND LP	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	PACIFICOR, LLC

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Andy Mitchell	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Andy Mitchell	 	 
	 	 	Its:	 	CEO, CIO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PACIFICOR OFFSHORE FUND LTD	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Andy Mitchell	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Andy Mitchell	 	 
	 	 	Its:	 	CEO, CIO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PERMAL HIGH YIELD VALUE FUND LTD.

THE COCA-COLA COMPANY

THE COCA-COLA COMPANY MASTER RETIREMENT TRUST

THE COCA-COLA FOUNDATION

OLD GROWTH HOLDINGS, S.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	PACIFICOR, LLC

its attorney-in-fact	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ Andy Mitchell	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Andy Mitchell	 	 
	 	 	Its:	 	CEO, CIO	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	PIMCO FLOATING RATE STRATEGY FUND	 	 
	 
	 	 	 	 
	 

	 	/s/ Anthony Braaksma	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Anthony Braaksma	 	 
	 

	 	Its: Vice President — SSCIMS Operations	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	POSEIDON TRADING LLC	 	 
	 
	 	 	 	 
	 

	 	/s/ Tara E. Kenny	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Tara E. Kenny	 	 
	 

	 	Its: Assistant Vice President	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	SOUTHPORT CLO, LTD.	 	 
	 
	 	 	 	 
	 

	 	/s/ Anthony Braaksma	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Anthony Braaksma	 	 
	 

	 	Its: Vice President, State Street IMS Operations	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	WAVELAND — INGOTS, LTD.	 	 
	 
	 	 	 	 
	 

	 	/s/ Anthony Braaksma	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Anthony Braaksma	 	 
	 

	 	Its: Vice President -State Street IMS Operations	 	 






(Signature page for Registration Rights Agreement)




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     IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of
the date first written above.



	 	 	 	 	 
	 

	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Lawrence A. Denton	 	 
	 

	 	Its: President	 	 
	 
	 	 	 	 
	 

	 	HALBIS DISTRESSED OPPORTUNITIES FUND LTD.	 	 
	 
	 	 	 	 
	 

	 	/s/Kim Golden	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By: Kim Golden	 	 
	 

	 	Its: Managing Director	 	 






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BENEFICIARIES




(Signature page for Registration Rights Agreement)





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