exv10w1



 






Exhibit 10.1




AMENDMENT NO. 4 AND WAIVER 




WITH RESPECT TO REVOLVING DIP CREDIT AGREEMENT




          This AMENDMENT NO. 4 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
Revolving DIP Credit Agreement (as defined below) (the “Lenders”), GOLDMAN SACHS CREDIT PARTNERS
L.P., as Sole Book Runner, Joint Lead Arranger and Syndication Agent, GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent (together with its permitted successors in such capacity, the
“Administrative Agent”) and as Collateral Agent, and BARCLAYS CAPITAL, the investment banking
division of Barclays Bank PLC, as Joint Lead Arranger and Documentation Agent, and BANK OF AMERICA,
N.A., as Issuing 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 Revolving
Credit and Guaranty Agreement, dated as of November 30, 2006 (as amended hereby and as further
amended, modified or restated from time to time, the “Revolving DIP Credit Agreement”).
Capitalized terms used but not defined in this Amendment shall have the meanings that are set forth
in the Revolving DIP Credit Agreement; and




          WHEREAS, the Company desires to amend the Revolving DIP Credit Agreement to, among other
things, 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
Revolving DIP Credit Agreement and from their Obligations under the Collateral Documents and (iii)
waive compliance with certain provisions of the Revolving 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 Term
Loan Administrative Agent, and the various lenders under the Term Loan DIP Credit Agreement will
have entered into that certain Amendment No. 5 and Waiver to the Term Loan DIP Credit Agreement,
dated as of the date hereof (the “Term Loan DIP Fifth 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 Revolving 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:




AMENDMENT AGREEMENT




 









 








SECTION 1. CONSENTS AND WAIVERS




     1.1. Consent to Canadian Restructuring Transactions. As of the Effective Date:



     (a) The Requisite Lenders hereby consent to the Company and its Subsidiaries consummating the
Canadian Restructuring Transactions, provided, that no Default or Event of Default shall have
occurred which is continuing or would result upon giving effect to the Canadian Restructuring
Transactions; and further provided, that the Inventory and Accounts of such newly formed German
Partnership shall not be considered Eligible Inventory and Eligible Receivables. 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 Revolving 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 Revolving 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 Revolving 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; and



     1.2. Consent to Limited Amendment of the Final Order. As of the Effective Date, the
Administrative Agent and Lenders 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 Revolving DIP Credit Agreement. As of the Effective Date:



          (a) Section 1.1 (Definitions) of the Revolving 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:




          “Fourth Amendment Effective Date” means December 28, 2007.”;




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




					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	2
	 	 






 









 








          (c) Section 1.1 (Definitions) of the Revolving DIP Credit Agreement is hereby amended by
replacing the parenthetical in clause (e) in the definition of “Eligible Receivables” with the
following:





“(25% in respect of Ford Motor Company (including any of its
affiliates and subsidiaries), or an Account Debtor whose securities
are rated Investment Grade)”;



          (d) Section 1.1 (Definitions) of the Revolving DIP Credit Agreement is hereby amended by
deleting the definition of “Maximum Credit” in its entirety and replacing it in its entirety with
the following:





““Maximum Credit” means, at any time, the least of (i) the Revolving
Commitments in effect at such time, (ii) the Borrowing Base at such
time, or (iii) $48,000,000.”;



          (e) Section 2.6 (Use of Proceeds) of the Revolving DIP Credit Agreement is hereby amended by
adding the following sentence after the final sentence thereof:





“Notwithstanding the generality of the foregoing limitations on the
use of proceeds, no portion of the proceeds of any Credit Extension
and no Credit Extension shall be used (i) (other than in an
aggregate amount not to exceed $500,000) to refinance, repay, cash
collateralize, back to back, replace or otherwise support all or any
part of any of the synthetic letters of credit under the Term Loan
DIP Credit Agreement or (ii) to pay any principal amounts due under
the Term Loan DIP Credit Agreement.”;



          (f) Section 2.18 (Making or Maintaining LIBOR Loans) of the Revolving DIP Credit Agreement is
hereby amended by adding the following sentence prior to (a) thereof:





“Notwithstanding anything in any Credit Document to the contrary,
including but not limited to this Section 2.18, Section 2.9 hereof,
or any other provision of this Agreement, as of the Fourth Amendment
Effective Date (i) all Loans shall automatically be deemed to be
Base Rate Loans, (ii) no Loans may be made as, or converted to,
LIBOR Loans and (iii) any Funding Notice or Conversion/Continuation
Notice given by Company with respect to such Loans shall be deemed
to be rescinded by Company.”;



          (g) Section 5.1(o) (Financial Statements and Other Reports) of the Revolving DIP Credit
Agreement is hereby amended by deleting clause (i) in its entirety and replacing it in its entirety
with the following:





“(i) In addition, commencing with the delivery of a Borrowing Base
Certificate for the week ending January 4, 2008, Company shall
deliver, not later than four (4) Business Days after the last day of
each week, a Borrowing Base Certificate as of the end of such weekly
period (containing available updated figures for Eligible
Receivables on a weekly basis and containing available updated
figures for Eligible Inventory as of the most recent month end)
executed by an Authorized Officer of Company. Together with each
delivery of a Borrowing Base



					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	3
	 	 






 









 






Certificate, Company shall deliver an accounts receivable aging, an
accounts receivable roll-forward, an inventory summary (by type and
location), an accounts payable aging and such other information as
Administrative Agent may request, all in form and substance
satisfactory to Administrative Agent.”;



       
   (h) Section 5.1 (Financial Statements and Other Reports) of the Revolving DIP Credit Agreement
is hereby amended by inserting after Section 5.1(o) a new Section 5.1(p) as follows:





“(p) 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 Fourth Amendment Effective Date).”;



       
   (i) Section 5 (Affirmative Covenants) of the Revolving DIP Credit Agreement is hereby amended
by inserting after Section 5.14 a new Section 5.15 as follows:





“Section 5.15. New Term Loan DIP Commitment Letter. On or before
January 21, 2008, the Company shall have procured a commitment from
a Person or Persons reasonably acceptable to the Administrative
Agent which would provide for an extension or refinancing of the
Term Loan DIP Credit Agreement on terms reasonably acceptable to the
Lenders.”;



          (j) Section 6.8(a) (Minimum EBITDA) of the Revolving 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	 	Minimum EBITDA
	Fourth Amendment Effective Date — January 31, 2008

	 	Not Being Tested






       
   (k) Section 6.8 (Financial Covenants) of the Revolving DIP Credit Agreement is hereby amended
by inserting after Section 6.8 (b), a new Section 6.8(c) as follows:




          “(c) Excess Availability.





(i) From the Fourth Amendment Effective Date through January
10, 2008, Company shall have Excess Availability of at least
$25,000,000; and




(ii) Beginning on January 11, 2008 and thereafter, Company
shall have Excess Availability of at least $20,000,000.”;
and



       
   (l) Section 8.1(c) (Events of Default) of the Revolving DIP Credit Agreement is hereby amended
by inserting “, Section 5.1(p)(to the extent such failure is not remedied or waived within 2 days),
Section 5.15 (to the extent such failure is not remedied or waived within 3 days)” immediately
after the words “Section 5.1(o)”.




					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	4
	 	 






 









 





SECTION 3. AMENDMENT FEE




     3.1. Amendment Fee. The Borrower shall pay to the Administrative Agent for the
account of each consenting Lender for which the Administrative Agent shall have received an
executed signature page hereto an amendment fee (the “Amendment Fee”) in an amount equal to 1.00%
of the aggregate outstanding Revolving Commitment provided by each such consenting Lender, which
fee shall be fully earned, due and payable on the Effective Date.



SECTION 4. CONDITIONS PRECEDENT TO EFFECTIVENESS




     4.1. Effectiveness of Waivers and Consents. 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 the date hereof (the “Effective Date”):



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




          (b) the Administrative Agent shall have received the Term Loan DIP Fifth Amendment, in form
and substance reasonably satisfactory to the Administrative Agent, duly executed by each of the
parties thereto, and the “Effective Date”, as defined therein, shall have occurred concurrently
with the Effective Date;




          (c) the Administrative Agent shall have received 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 Agreement, including, without limitation, the 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 Credit Agreement and as more fully set forth and/or provided for in
the Orders.




					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	5
	 	 







 









 








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 entry of the Bankruptcy Court Order(s)
described in Section 4.1(g) above, 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 Revolving DIP Credit Agreement and the
other Credit Documents, in each case in all material respects.




          (b) Authorization of Agreements. Subject to entry of the Bankruptcy Court Order(s)
described in Section 4.1(g) above, 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 entry of the Bankruptcy Court Order(s) described in
Section 4.1(g) above, 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 Term Loan 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 entry of the Bankruptcy Court Order(s)
described in Section 4.1(g) above, 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
Revolving 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 entry of the Bankruptcy Court Order(s) described in Section 4.1(g) above,
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.




          (f) Incorporation of Representations and Warranties From Revolving DIP Credit
Agreement. The representations and warranties contained in Section 4 (Representations and
Warranties) of the Revolving 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.




					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	6
	 	 






 









 





          (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 Revolving DIP Credit Agreement and the Collateral Documents subject to the
terms and provisions of the Revolving 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 Revolving 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 Revolving DIP Credit Agreement and this Amendment and consents to the amendment
and waiver of the Revolving 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 Revolving 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 Revolving 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.




          (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.




					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	7
	 	 






 









 





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




          (d) Effect on Credit Agreement. Except as specifically amended by this Amendment, the
Revolving 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 Revolving 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; Telecopied Signatures. 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. Any signature
delivered by a party by facsimile or other electronic transmission shall be deemed to be an
original signature hereto.




          (i) Credit Document. This Amendment is a Credit Document.




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




					
	 	 	 	 	 
	AMENDMENT AGREEMENT
	 	8
	 	 






 









 





     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:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 





 [SIGNATURE PAGE TO AMENDMENT No. 4]




 









 






	 	 	 	 	 	 	 
	 	 	DURA SHIFTER L.L.C.	 	 
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,

Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DURA AIRCRAFT OPERATING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,

Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

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

Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

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

Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 




[SIGNATURE PAGE TO AMENDMENT No. 4]





 









 






	 	 	 	 	 	 	 
	 	 	DURA CABLES SOUTH LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: ATWOOD AUTOMOTIVE, INC.,

Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DURA FREMONT L.L.C.

DURA GLADWIN L.L.C.

DURA MANCELONA L.L.C.

DURA SERVICES L.L.C.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 





 [SIGNATURE PAGE TO AMENDMENT No. 4]




 









 






	 	 	 	 	 	 	 
	 	 	CREATION WINDOWS, LLC

KEMBERLY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AUTOMOTIVE AVIATION PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: DURA AIRCRAFT OPERATING COMPANY, LLC,

Its: MANAGING MEMBER
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,

Its: SOLE MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	DURA G.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: DURA OPERATING CORP.,

Its: MANAGING GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 





 [SIGNATURE PAGE TO AMENDMENT No. 4]




 









 






	 	 	 	 	 	 	 
	 	 	TRIDENT AUTOMOTIVE, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: TRIDENT AUTOMOTIVE LIMITED, 

Its: GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TRIDENT AUTOMOTIVE, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 	 	By: TRIDENT AUTOMOTIVE CANADA, CO.,

Its: MANAGING MEMBER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

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

Its: SOLE MEMBER
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Theresa Skotak
 

	 	 
	 

	 	Title:	 	 	 	 






[SIGNATURE PAGE TO AMENDMENT No. 4]





 











 






	 	 	 	 	 
	 	DURA AUTOMOTIVE CANADA ULC

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

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

DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC.

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	Theresa L. Skotak 	 
	 	 	Title:  	Vice President 	 
	 
	 	DURA AUTOMOTIVE BRITISH COLUMBIA, ULC f/k/a DURA ONTARIO, INC.

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

AUTOMOTIVE BRITISH COLUMBIA, ULC f/k/a DURA ONTARIO, INC.

 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	Theresa L. Skotak 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 4]





 









 








	 	 	 	 	 
	 	DURA HOLDINGS ULC

 	 
	 	By:  	/s/ Theresa Skotak
 	 
	 	 	Name:  	Theresa L. Skotak 	 
	 	 	Title:  	Vice President 	 
	 
	 	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. 4]




 









 








	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrative Agent, Collateral Agent, and a Lender

 	 
	 	By:  	/s/ Jack F. Morrone
 	 
	 	 	Name:  	Jack F. Morrone 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 4]




 









 








	 	 	 	 	 
	 	BANK OF AMERICA,

as a Lender under the Revolving DIP Credit Agreement

 	 
	 	By:  	/s/ Thomas M. Merron
 	 
	 	 	Name:  	Thomas M. Merron 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BARCLAYS BANK PLC,

as a Lender under the Revolving DIP Credit Agreement

 	 
	 	By:  	/s/ Diane Rolfe
 	 
	 	 	Name:  	Diane Rolfe 	 
	 	 	Title:  	Director 	 
	 
	 	MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,

as a Lender under the Revolving DIP Credit Agreement

 	 
	 	By:  	/s/ Edward Shuster
 	 
	 	 	Name:  	Edward Shuster 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	WACHOVIA BANK, N.A.,

as a Lender under the Revolving DIP Credit Agreement

 	 
	 	By:  	/s/ Robert Strack
 	 
	 	 	Name:  	Robert Strack 	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT No. 4]