exv10w2



 





Exhibit 10.2




Execution Version




AMENDMENT NO. 5 AND WAIVER

WITH RESPECT TO TERM LOAN DIP CREDIT AGREEMENT




          This AMENDMENT NO. 5 AND WAIVER, dated as of December 28, 2007 (this “Amendment”), is entered
into by and among DURA OPERATING CORP., a Delaware corporation, a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code (the “Company”), DURA AUTOMOTIVE SYSTEMS, INC., a Delaware
corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code
(“Holdings”), certain SUBSIDIARIES OF HOLDINGS AND COMPANY, each a debtor and debtor in possession
under Chapter 11 of the Bankruptcy Code, as Guarantors, the lenders from time to time party to the
Term Loan DIP Credit Agreement (as defined below) (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS
L.P., as Administrative Agent (together with its permitted successors in such capacity, the
“Administrative Agent”), as Collateral Agent and as Sole Book Runner, Joint Lead Arranger and
Syndication Agent and BANK OF AMERICA, N.A., as Issuing Bank and Credit-Linked Deposit Bank.




RECITALS:




          WHEREAS, the Company, Holdings, the Lenders, the Administrative Agent and the other parties
thereto have entered into that certain Senior Secured Super-Priority Debtor in Possession Term Loan
and Guaranty Agreement, dated as of October 31, 2006 (as amended as of the date hereof, as amended
hereby and as further amended, modified or restated from time to time, the “Term Loan DIP Credit
Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings that
are set forth in the Term Loan DIP Credit Agreement; and




          WHEREAS, the Company desires to amend the Term Loan DIP Credit Agreement, among other things,
to extend the Maturity Date; and




          WHEREAS, the Company has requested that the Lenders (i) consent to certain restructuring
transactions to be consummated on or after the Effective Date (as defined below), as described on
Schedule I attached hereto (such transactions, the “Canadian Restructuring Transactions”), (ii)
upon the effectiveness of the Canadian Restructuring Transactions, release the Canadian
Subsidiaries transferred pursuant to the terms of the Canadian Restructuring Transactions
(collectively, the “Transferred Credit Parties”) from their obligations under Section 7 of the Term
Loan DIP Credit Agreement and from their Obligations under the Collateral Documents and (iii) waive
compliance with certain provisions of the Term Loan DIP Credit Agreement solely with respect to
permitting the Canadian Restructuring Transactions; and




          WHEREAS, concurrently with the execution of this Amendment, the Company, Holdings, the
Revolving Administrative Agent, and the various lenders under the Revolving DIP Credit Agreement
will have entered into that certain Amendment No. 4 and Waiver with respect to the Revolving DIP
Credit Agreement, dated as of the date hereof (the “Revolving DIP Fourth Amendment”); and




          WHEREAS, the Administrative Agent and the Lenders have agreed, subject to the limitations and
conditions set forth herein, to amend or otherwise modify the Term Loan DIP Credit Agreement, and
to effect certain consents and waivers as set forth herein.




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




 









 





SECTION 1. CONSENTS AND WAIVERS




     1.1. Consent to Canadian Restructuring Transactions. As of the Effective Date (as
defined below):



     (a) The Requisite Lenders hereby consent to the Company and its Subsidiaries consummating the
Canadian Restructuring Transactions, provided, that except to the extent expressly
contemplated in this Amendment, no Default or Event of Default shall have occurred which is
continuing or would result upon giving effect to the Canadian Restructuring Transactions. The
organizational and structural changes, asset transfers (including intercompany obligations and
indebtedness), transactions with affiliates, issuance of Capital Stock by any Subsidiary and
Investments pursuant to the Canadian Restructuring Transactions and, in each case, to the extent
set forth on Schedule I, shall be deemed permitted for the purposes of Sections 5.10, 6.1, 6.2,
6.7, 6.9, 6.10 and 6.12 of the Term Loan DIP Credit Agreement and Sections 4.1(b)(iii), 4.1(b)(v),
4.4.1(a)(ii), 4.4.2(b)(i)(a) and 4.4.4 of the Pledge and Security Agreement on and after the
Effective Date, and the Company and its Subsidiaries shall not be required to comply with any prior
notice requirements as set forth in the Credit Documents to consummate the Canadian Restructuring
Transactions. Upon consummation of each applicable step of the Canadian Restructuring
Transactions, in accordance with Section 5.10(d) of the Term Loan DIP Credit Agreement, the Company
agrees to provide a Foreign Collateral Agreement with respect to 66% of the Capital Stock of the
newly formed German partnership described on Schedule 1, which shall be a direct Subsidiary of the
Company following consummation of the Canadian Restructuring Transactions, within 15 Business Days
of the consummation of the Canadian Restructuring Transactions (or such later date as agreed by the
Collateral Agent); and



     (b) the Requisite Lenders hereby acknowledge that the Administrative Agent and the Collateral
Agent are authorized, pursuant to Section 9.8(a) of the Term Loan DIP Credit Agreement, to release
each Transferred Credit Party from its Guaranty and to release the Liens upon the assets and
Capital Stock of each such Transferred Credit Party and Dura Holdings Germany GmbH.



     1.2. Consent to Amendment of the Final Order. As of the Effective Date, the Requisite
Lenders and the Administrative Agent hereby consent to a modification of the Final Order for the
sole purpose of reducing the Carve-Out Cap (as defined in paragraph 18(iii) of the Final Order)
from $10,000,000 to $5,000,000.



SECTION 2. AMENDMENTS




     2.1. Amendments to the Term Loan DIP Credit Agreement. As of the Effective Date:



     (a) Section 1.1 (Definitions) of the Term Loan DIP Credit Agreement is hereby amended by
inserting the following definition in such Section 1.1 in the appropriate place to preserve the
alphabetical order of the definitions in such Section 1.1:



          “Fifth Amendment Effective Date” means December 28, 2007.




     (b) Section 1.1 (Definitions) of the Term Loan DIP Credit Agreement is hereby amended by
replacing “December 31, 2007” in clause (i) of the definition of “Maturity Date” with “January 31,
2008”;



     (c) Section 2.8(a) (Interest on Loans) of the Term Loan DIP Credit Agreement is hereby amended
and restated in its entirety to read as follows:



2









 






     (a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid
principal amount thereof from the date made through repayment (whether by acceleration or
otherwise) thereof as follows:




     (i) if a Base Rate Loan, at the Base Rate plus 2.25% per annum; or




     (ii) if a LIBOR Loan, at the LIBOR Rate plus 3.25% per annum;




provided, however, that following December 31, 2007 (and notwithstanding any
provision of Section 2.9 below), all Loans shall automatically be deemed to be Base Rate
Loans and shall accrue interest pursuant to clause (a)(i) above.



     (d) Section 2.10 (Default Interest) of the Term Loan DIP Credit Agreement is hereby amended by
(i) inserting immediately after the words “during the continuance of an Event of Default” the
following: “, and at all times following December 31, 2007 (whether or not an Event of Default has
occurred which is continuing) and (ii) inserting the following proviso at the end of the final
sentence thereof: “provided, however, that in the event that any Event of Default
occurs following December 31, 2007, there shall be no additional increase in the interest rate from
that provided for in this Section 2.10.”



     (e) Section 2.20(b) (Withholding of Taxes) of the Term Loan DIP Credit Agreement is hereby
amended by inserting, immediately after the words “provided, no such additional amount shall be
required to be paid to any Lender under clause (iii) above except”, the following:




     (A) to the extent that such amount is with respect to a deduction or withholding of a
Tax imposed by the United States in respect of the payment of Synthetic L/C Fees to any
Lender, but then only to the extent that, if such payment were of interest on the Loans
(instead of a Synthetic L/C Fee) such Lender would have been entitled to receive payment of
such interest gross of any withholding or deduction (after giving effect to, and compliance
with, the other provisions hereof) or (B)



     (f) Section 5.1 (Financial Statements and Other Reports) of the Term Loan DIP Credit Agreement
is hereby amended by inserting after Section 5.1(n), a new Section 5.1(o) as follows:




     (o) not later than 2:00 pm (New York time) on Friday of each week, an updated rolling
cash flow forecast for the following 13-week period (in substantially similar form to that
provided to the Administrative Agent on the Fifth Amendment Effective Date).



     (g) Section 6.8(b) (Maximum Consolidated Capital Expenditures) of the Term Loan DIP Credit
Agreement is hereby amended by inserting a new row (immediately below the existing last row) into
the table found in such Section as follows:



	 	 	 	 	 
	                                                Period	 	Specified Amount
	Fifth Amendment Effective Date — January 31, 2008

	 	$	9,000,000	 






     (h) Section 8.1(c) (Events of Default) of the Term Loan DIP Credit Agreement is hereby amended
by inserting “Section 5.1(o) (to the extent that such failure is not remedied or waived within 2
days),” immediately after the words “Section 5.1(f),”.



3









 





SECTION 3. AMENDMENT FEES




     3.1. Amendment Fee. The Borrower agrees to pay to the Administrative Agent for the
account of each consenting Lender for which the Administrative Agent shall have received (by
facsimile or otherwise) an executed signature page hereto, an amendment fee (the “Amendment Fee”)
in an amount equal to 1.25% of the aggregate outstanding principal amount of Loans and Synthetic
L/C Exposure of each such consenting Lender, which fee shall be earned, due and payable on the
Effective Date.



     3.2. Additional Amendment Fee. The Borrower agrees to pay to the Administrative Agent
for the account of each Lender, an additional amendment fee (the “Additional Amendment Fee”) in an
amount equal to 1.25% of the aggregate outstanding principal amount of Loans and Synthetic L/C
Exposure of each such consenting Lender on the Effective Date, which fee shall be earned on the
Effective Date and shall be due and payable on the earliest of (i) January 31, 2008 and (ii) the
date on which the Loans or the Synthetic L/C Exposure is repaid in whole or in part in connection
with any refinancing thereof.



SECTION 4. CONDITIONS PRECEDENT TO EFFECTIVENESS




     4.1. Effectiveness of Waivers, Consents and Amendments. The effectiveness of the
waivers, consents and amendments set forth in Sections 1 and 2 hereof is subject to the
satisfaction, or waiver, of the following conditions on or before December 31, 2007 (or such later
date as the Administrative Agent and the Company may agree) (the “Effective Date”):



     (a) the Administrative Agent shall have received this Amendment, duly executed by each of the
Credit Parties, the Administrative Agent, the Issuing Bank and Credit-Linked Deposit Bank and each
Lender;



     (b) the Administrative Agent shall have received the Revolving DIP Fourth Amendment, which
shall extend the maturity date and the availability period under the Revolving DIP Credit Agreement
to not earlier than January 31, 2008 and which shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent, duly executed by the parties thereto, and the “Effective
Date”, as defined therein, shall have occurred substantially contemporaneously with the Effective
Date hereunder;



     (c) the Administrative Agent shall have received (for distribution to the Lenders) a rolling
13-week cash-flow forecast commencing January 1, 2008 for Holdings and its Subsidiaries, in form
and substance reasonably satisfactory to the Administrative Agent, and such additional documents,
instruments and information as the Administrative Agent may reasonably request;



     (d) counsel to the Administrative Agent shall have engaged, at the Company’s reasonable
expense, a financial advisor on terms reasonably satisfactory to the Administrative Agent;



     (e) the representations and warranties set forth in Section 5 hereof shall be true and correct
in all material respects as of the Effective Date;



     (f) the Borrower shall have paid to the Administrative Agent the Amendment Fee; and



     (g) the Bankruptcy Court shall have approved, pursuant to one or more Orders in form and
substance reasonably satisfactory to the Administrative Agent, (i) the terms of this Amendment,
(ii) the payment of all fees and expenses required to be paid by the Borrower hereunder or under
the Credit



4









 







Agreement, including, without limitation, the Amendment Fee and the Additional Amendment Fee
set forth in Section 3 above and (iii) the continuing Super Priority Nature of Obligations and
Lenders’ Liens as set forth in Section 2.24 of the Term Loan DIP Credit Agreement and as more fully
set forth and provided for in the Orders.



SECTION 5. REPRESENTATIONS AND WARRANTIES




     5.1. Representations and Warranties. The Company and each other Credit Party hereby
represents and warrants that:



     (a) Corporate Power and Authority. Subject to the Orders and the entry of the
Bankruptcy Court order described in Section 4.1(g), each Credit Party has all requisite corporate
power and authority to enter into this Amendment and to carry out the transactions contemplated
hereby in all material respects, and perform its obligations under the Term Loan DIP Credit
Agreement and the other Credit Documents, in each case in all material respects.



     (b) Authorization of Agreements. Subject to the Orders and the entry of the
Bankruptcy Court order described in Section 4.1(g), the execution and delivery of this Amendment
has been duly authorized by all necessary corporate or equivalent action on the part of each Credit
Party that is a party thereto.



     (c) No Conflict. Subject to the Orders and the entry of the Bankruptcy Court order
described in Section 4.1(g), the execution and delivery by each Credit Party of this Amendment does
not and will not (a) violate any provision of any material law or any material governmental rule or
regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents
of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other
agency of government in any jurisdiction binding on Holdings or any of its Subsidiaries;
(b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Material Contract of Holdings or any of its Subsidiaries; (c) result in or
require the creation or imposition of any Lien upon any of the properties or assets of Holdings or
any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of
Collateral Agent, on behalf of Secured Parties, and the Liens securing the Revolving Credit
Obligations); or (d) require any material approval of stockholders, members or partners or any
material approval or material consent of any Person under any Material Contract of Holdings or any
of its Subsidiaries, except for such material approvals or material consents which will be obtained
on or before the Effective Date and disclosed in writing to Lenders and such material approvals or
material consents required to be obtained in the ordinary course of business.



     (d) Governmental Consents. Subject to the Orders and the entry of the Bankruptcy
Court order described in Section 4.1(g), no action, consent or approval of or notice to,
registration or other action by any Governmental Authority is required in connection with the
execution and delivery by each Credit Party of this Amendment and the performance by each Credit
Party of the Term Loan DIP Credit Agreement and the other Credit Documents.



     (e) Binding Obligation. This Amendment has been duly executed and delivered by each
Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit
Party, and subject to the Orders and the entry of the Bankruptcy Court order described in Section
4.1(g), enforceable against such Credit Party in accordance with its respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles relating to enforceability.



5









 





     (f) Incorporation of Representations and Warranties From Term Loan DIP Credit
Agreement. The representations and warranties contained in Section 4 of the Term Loan DIP
Credit Agreement are and will be true, correct and complete in all material respects on and as of
the Effective Date to the same extent as though made on and as of that date, except to the extent
such representations and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier date.



     (g) Absence of Default. No event has occurred and is continuing or will result from
the consummation of the transactions contemplated by this Amendment that would constitute an Event
of Default or a Default.



SECTION 6. ACKNOWLEDGMENT AND CONSENT




     (a) Each of Holdings and certain Subsidiaries of the Company has (i) guaranteed the
Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its
obligations under the Term Loan DIP Credit Agreement and the Collateral Documents subject to the
terms and provisions of the Term Loan DIP Credit Agreement and the Collateral Documents. Each of
Holdings and certain Subsidiaries of the Company who have guaranteed the Obligations are
collectively referred to herein as the “Credit Support Parties”, and the Term Loan DIP Credit
Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support
Documents”.



     (b) Each Credit Support Party hereby acknowledges that it has reviewed the terms and
provisions of the Term Loan DIP Credit Agreement and this Amendment and consents to the amendment
and waiver of the Term Loan DIP Credit Agreement effected pursuant to this Amendment. Each Credit
Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise
bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may
be, to the fullest extent possible in accordance with the Credit Support Documents the payment and
performance of all “Obligations” under each of the Credit Support Documents, as the case may be (in
each case as such terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such “Obligations” under each of the Credit Support
Documents, as the case may be, in respect of the Obligations of the Company now or hereafter
existing under or in respect of the Term Loan DIP Credit Agreement and the Collateral Documents.



     (c) Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents
to which it is a party or otherwise bound shall continue in full force and effect and that all of
its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by
the execution or effectiveness of this Amendment.



     (d) The Company and each Credit Support Party acknowledges and agrees that, except as
expressly provided herein, nothing in the Term Loan DIP Credit Agreement, the Pledge and Security
Agreement, this Amendment or any other Credit Document shall be deemed to constitute an amendment
to or waiver of any Default or Event of Default, or an indication of the Administrative Agent’s or
Lender’s willingness to amend or waive, any other provisions of the Credit Documents.



SECTION 7. MISCELLANEOUS




     (a) Binding Effect. This Amendment shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties hereto and the
successors and assigns of the Lenders.



6









 





     (b) Severability. In case any provision in or obligation hereunder shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.



     (c) Reference to Term Loan DIP Credit Agreement. On and after the Effective Date,
each reference in the Term Loan DIP Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import referring to the Term Loan DIP Credit Agreement, and each
reference in the other Credit Documents to the “Term Loan DIP Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Term Loan DIP Credit Agreement shall mean and be
a reference to the Term Loan DIP Credit Agreement as amended by this Amendment.



     (d) Effect on Credit Agreement. Except as specifically amended, modified or
supplemented by this Amendment, the Term Loan DIP Credit Agreement and the other Credit Documents
shall remain in full force and effect and are hereby ratified and confirmed.



     (e) Execution. The execution, delivery and performance of this Amendment shall not,
except as expressly provided herein, constitute a waiver of any provision of, or operate as a
waiver of any right, power or remedy of any Agent or Lender under, the Term Loan DIP Credit
Agreement or any of the other Credit Documents.



     (f) Headings. Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or be given any
substantive effect.



     (g) APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE
APPLICATION OF LAWS OTHER THAN THOSE OF THE STATE OF NEW YORK.



     (h) Counterparts. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument. Delivery of a counterpart by facsimile
or electronic transmission (e.g., .tif file or .pdf file) shall constitute delivery of an original
counterpart.



     (i) Fees and Expenses. Holdings, the Company and each other Credit Party each hereby
agrees to pay on demand all reasonable fees and expenses of Kaye Scholer LLP, to the extent not
exceeding $50,000, incurred in connection with this Amendment or the other Credit Documents, all of
which fees and expenses shall be Obligations secured by the Collateral.



     (j) Credit Document. This Amendment is a Credit Document (as defined in the Term Loan
DIP Credit Agreement).



[The remainder of this page is intentionally left blank.]




7









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.




	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.
	 	 	DURA OPERATING CORP.
	 	 	DURA SPICEBRIGHT, INC.
	 	 	ADWEST ELECTRONICS, INC.
	 	 	ATWOOD AUTOMOTIVE, INC.
	 	 	ATWOOD MOBILE PRODUCTS, INC.
	 	 	CREATION GROUP HOLDINGS, INC
	 	 	CREATION GROUP, INC.
	 	 	CREATION GROUP TRANSPORTATION, INC.
	 	 	CREATION WINDOWS, INC.
	 	 	DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC.
	 	 	DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC.
	 	 	DURA GLOBAL TECHNOLOGIES, INC.
	 	 	KEMBERLY, INC.
	 	 	MARK I MOLDED PLASTICS
OF TENNESSEE, INC.
	 	 	SPEC-TEMP., INC.
	 	 	UNIVERSAL TOOL &
STAMPING COMPANY, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]




 









 





	 	 	 	 	 	 	 
	 	 	DURA SHIFTER L.L.C.
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,
	 	 	Its: SOLE MEMBER
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DURA AIRCRAFT OPERATING COMPANY, LLC
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,
	 	 	Its: SOLE MEMBER
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DURA BRAKE SYSYEMS, L.L.C.
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,
	 	 	Its: SOLE MEMBER
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DURA CABLES NORTH LLC
	 
	 	 	 	 	 	 
	 	 	By: ATWOOD AUTOMOTIVE, INC.,
	 	 	Its: SOLE MEMBER
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 












 





	 	 	 	 	 	 	 
	 	 	DURA CABLES SOUTH LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: ATWOOD AUTOMOTIVE, INC.,	 	 
	 	 	Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DURA FREMONT L.L.C.	 	 
	 	 	DURA GLADWIN L.L.C.	 	 
	 	 	DURA MANCELONA L.L.C.	 	 
	 	 	DURA SERVICES L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	CREATION WINDOWS, LLC	 	 
	 	 	KEMBERLY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	AUTOMOTIVE AVIATION PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: DURA AIRCRAFT OPERATING COMPANY, LLC,	 	 
	 	 	Its: MANAGING MEMBER	 	 
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,	 	 
	 	 	Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DURA G.P.	 	 
	 
	 	 	By: DURA OPERATING CORP.,	 	 
	 	 	Its: MANAGING GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 









 






	 	 	 	 	 	 	 
	 	 	TRIDENT AUTOMOTIVE, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: TRIDENT AUTOMOTIVE LIMITED,
 Its: GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	TRIDENT AUTOMOTIVE, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 	 	By: TRIDENT AUTOMOTIVE CANADA, CO.,	 	 
	 	 	Its: MANAGING MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PATENT LICENSING CLEARINGHOUSE L.L.C.	 	 
	 
	 	 	 	 	 	 
	 	 	By: MARK I MOLDED PLASTICS OF TENNESSEE, INC.,	 	 
	 	 	Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Theresa Skotak
 

	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 









 






	 	 	 	 	 
	 	DURA AUTOMOTIVE CANADA ULC

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DURA AUTOMOTIVE SYSTEMS (CANADA), LTD.

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DURA OPERATING CANADA LP, by its general partner,

DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC.

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DURA ONTARIO, INC.

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DURA CANADA LP, by its general partner,

DURA ONTARIO, INC.

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DURA HOLDINGS ULC

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	DURA HOLDINGS CANADA LP, by its general partner,

DURA HOLDINGS ULC

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRIDENT AUTOMOTIVE LIMITED

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRIDENT AUTOMOTIVE CANADA CO.

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent, Collateral Agent, Sole

Bookrunner, Joint Lead Arranger, Syndication Agent and a

Lender

 	 
	 	By:  	/s/ Douglas Tansey
 	 
	 	 	Name:  	Douglas Tansey 	 
	 	 	Title:  	Authorized Signatory 	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

as Issuing Bank and Credit-Linked Deposit Bank

 	 
	 	By:  	/s/ Thomas M. Merron
 	 
	 	 	Name:  	Thomas M. Merron 	 
	 	 	Title:  	Senior Vice President 	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WIND RIVER CLO I LTD.



By: McDonnell Investment Management, LLC, as Manager



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ James R. Fellows
 	 
	 	 	Name:  	James R. Fellows 	 
	 	 	Title:  	Managing Director 	 
	 
	 	WIND RIVER CLO II — TATE INVESTORS, LTD.



By: McDonnell Investment Management, LLC, as Manager



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ James R. Fellows
 	 
	 	 	Name:  	James R. Fellows 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MCDONNELL LOAN OPPORTUNITY LTD.



By: McDonnell Investment Management, LLC, as Investment
Manager



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ James R. Fellows
 	 
	 	 	Name:  	James R. Fellows 	 
	 	 	Title:  	Managing Director 	 
	 
	 	GANNETT PEAK CLO I, LTD.



By: McDonnell Investment Management, LLC, as Investment
Manager



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ James R. Fellows
 	 
	 	 	Name:  	James R. Fellows 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	ILLINOIS STATE BOARD OF INVESTMENT




By:  McDonnell Investment Management, LLC, as Manager
	 
	 
	 	as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ James R. Fellows
 	 
	 	 	Name:  	James R. Fellows 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	SANKATY ADVISORS, LLC as Collateral Manager for Prospect
Funding I, LLC as Term Lender




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer, Assistant Secretary 



	 	 	 	 	 
	 	SANKATY HIGH YIELD PARTNERS II, L.P.




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger  	 
	 	 	Title:  	Chief Compliance Officer, Assistant Secretary 



	 	 	 	 	 
	 	SANKATY HIGH YIELD PARTNERS III, L.P.




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Alan K. Halfenger
 	 
	 	 	Name:  	Alan K. Halfenger 	 
	 	 	Title:  	Chief Compliance Officer, Assistant Secretary 
	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	ATLAS LOAN FUNDING (CENT 1) LLC




By:  RiverSource Investments, LLC Attorney in Fact




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



	 	 	 	 	 
	 	CENT CDO 12 LIMITED




By:  RiverSource Investments, LLC as Collateral Manager




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



	 	 	 	 	 
	 	CENT CDO 14 LIMITED




By:  RiverSource Investments, LLC as Collateral Manager




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 



	 	 	 	 	 
	 	CENT CDO 15 LIMITED




By:  RiverSource Investments, LLC as Collateral Manager




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Director of Operations 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]



 









 








	 	 	 	 	 
	 	RIVERSOURCE BOND SERIES, INC. — RIVERSOURCE FLOATING
RATE FUND




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Robin C. Stancil
 	 
	 	 	Name:  	Robin C. Stancil 	 
	 	 	Title:  	Assistant Vice President 	 



	 	 	 	 	 
	 	OESTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT 1090

Vienna, Kolingasse 10 Austria/Europe




[NAME OF LENDER],

as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Alexander Kitz
 	 
	 	 	Name:  	Alexander Kitz 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	
/s/ Gerd Mōdemdorfer
 	 
	 	 	Name:  	Gerd Mōdemdorfer 	 
	 	 	Title:  	Credit Analyst 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Ronald Doohey
 	 
	 	 	Name:  	Ronald Doohey 	 
	 	 	Title:  	Director 	 



	 	 	 	 	 
	 	TRUST D (for a portion of the assets of the Kodak

Retirement Income Plan), as a Lender under the Term Loan

DIP Credit Agreement

 	 
	 	By:  	/s/ Steven S. Rogers
 	 
	 	 	Name:  	Steven S. Rogers 	 
	 	 	Title:  	Authorized Person 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	LIBERTY VIEW LOAN FUND, LLC, as a Lender under the Term
Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Steven S. Rogers
 	 
	 	 	Name:  	Steven S. Rogers 	 
	 	 	Title:  	Authorized Person 	 



	 	 	 	 	 
	 	THALES HOLDINGS LTD



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ A. Aadel Shaaban
 	 
	 	 	Name:  	A. Aadel Shaaban 	 
	 	 	Title:  	PM 	 



	 	 	 	 	 
	 	GRAND CENTRAL ASSET TRUST, GAIA SERIES



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Adam Kaiser
 	 
	 	 	Name:  	Adam Kaiser 	 
	 	 	Title:  	Attorney-in-fact 	 



	 	 	 	 	 
	 	HORESHOE BEND SPIRET LOAN TRUST



By:  Wilmington Trust Company not in its invidual

capacity but solely as trustee




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Ian P. Monigle
 	 
	 	 	Name:  	Ian P. Monigle 	 
	 	 	Title:  	Financial Services Officer 	 



	 	 	 	 	 
	 	ALJ CAPITAL I, L.P.,



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Lawrence B. Gill
 	 
	 	 	Name:  	Lawrence B. Gill 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	ALJ CAPITAL II, L.P.,



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Lawrence B. Gill
 	 
	 	 	Name:  	Lawrence B. Gill 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	Denali Capital LLC, managing member of DC Funding

Partners LLC, portfolio manager for DENALI CAPITAL

CREDIT OPPORTUNITY FUND FINANCING, LTD., or an affiliate



as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ John P. Thacker
 	 
	 	 	Name:  	John P. Thacker 	 
	 	 	Title:  	Chief Credit Offices 	 



	 	 	 	 	 
	 	CFPS




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Gregory W. Frenzel
 	 
	 	 	Name:  	Gregory W. Frenzel 	 
	 	 	Title:  	Managing Director 	 



	 	 	 	 	 
	 	TACONIC TRADING LLC




as a Lender under the Term Loan DIP Credit Agreement

 	 
	 	By:  	/s/ Tara E. Kenny
 	 
	 	 	Name:  	Tara E. Kenny 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 5 to TERM LOAN DIP CREDIT AGREEMENT]





 









 








Schedule 1

to

Amendment No. 5, Waiver and Forbearance Agreement




CANADIAN RESTRUCTURING TRANSACTIONS




See attached.