Dura Automotive Systems Inc Sample Contracts

Dura Automotive Systems Inc – DURA AUTOMOTIVE SYSTEMS, INC. SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET AGREEMENT (December 9th, 2008)

Dura Automotive Systems, Inc. (“Company”) hereby employs the individual(s) listed on the attached Exhibit A (“Executive”) in the job positions listed in the same Exhibit, subject to the terms set forth in this document, as well as all other documents referenced herein.

Dura Automotive Systems Inc – DURA AUTOMOTIVE SYSTEMS, INC. SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET AGREEMENT (November 5th, 2008)

Dura Automotive Systems, Inc. (“Company”) hereby employs the individual(s) listed on the attached Exhibit A (“Executive”) in the job positions listed in the same Exhibit, subject to the terms set forth in this document, as well as all other documents referenced herein.

Dura Automotive Systems Inc – Dura Automotive Systems, Inc. Annual Bonus Plan (August 29th, 2008)

The Annual Bonus Plan is designed to focus the attention of participants on results which will directly affect the company’s success, and to share that success by providing a significant financial reward to those key individuals who make major contributions toward meeting the company’s short term and long term goals.

Dura Automotive Systems Inc – DURA AUTOMOTIVE SYSTEMS, INC. SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET AGREEMENT (August 29th, 2008)

Dura Automotive Systems, Inc. (“Company”) hereby employs the individual(s) listed on the attached Exhibit A (“Executive”) in the job positions listed in the same Exhibit, subject to the terms set forth in this document, as well as all other documents referenced herein.

Dura Automotive Systems Inc – DURA AUTOMOTIVE SYSTEMS, INC. SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET AGREEMENT (August 29th, 2008)

Dura Automotive Systems, Inc. (“Company”) hereby employs the individual(s) listed on the attached Exhibit A (“Executive”) in the job positions listed in the same Exhibit, subject to the terms set forth in this document, as well as all other documents referenced herein.

Dura Automotive Systems Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (August 8th, 2008)

This Separation Agreement and General Release (hereinafter, “Separation Agreement”) is made and entered into by and between Lawrence A. Denton (“Denton”), on the one hand, and Dura Automotive Systems, Inc. and all of its subsidiaries, related entities and affiliates (collectively referred to as “Dura” and/or “Company”), on the other hand.

Dura Automotive Systems Inc – UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dura Automotive System, Inc. et al Cases No. 06-11202 – 06-11243 (KJC) Jointly Administered Reporting Period: June 2008 MONTHLY OPERATING REPORT (August 1st, 2008)

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Dura Automotive Systems Inc – AMENDMENT NO. 1, dated as of May 8, 2008, to the Change in Control Agreement (the “Agreement”) dated as of June 16, 2004, by and among LAWRENCE A. DENTON (“Executive”), DURA AUTOMOTIVE SYSTEMS, INC. and DURA OPERATING CORP. (June 27th, 2008)

WHEREAS, on October 30, 2006 (the “Petition Date”), Dura Automotive Systems, Inc., and Dura Operating Corp., along with certain of their subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 of the title 11 of the United States Code (the “Chapter 11 Cases”);

Dura Automotive Systems Inc – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF CAPITAL OF NEW DURA, INC. * * * * Adopted in accordance with the provisions of §241(b) the General Corporation Law of the State of Delaware * * * * (June 27th, 2008)

The undersigned, being the President of New Dura, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

Dura Automotive Systems Inc – CERTIFICATE OF DESIGNATIONS OF SERIES A REDEEMABLE VOTING MANDATORILY CONVERTIBLE PREFERRED STOCK OF NEW DURA, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (June 27th, 2008)

I, Lawrence A. Denton, President of New Dura, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certify as follows:

Dura Automotive Systems Inc – ASSET PURCHASE AGREEMENT BY AND BETWEEN NEW DURA OPCO, INC. AND OLD DURA, INC. (F/K/A DURA AUTOMOTIVE SYSTEMS, INC.) Dated as of June 27, 2008 (June 27th, 2008)

This ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2008, by and between New Dura Opco, Inc., a Delaware corporation (“Purchaser”), and Old Dura, Inc. (f/k/a Dura Automotive Systems, Inc.), a Delaware corporation (“Seller”).

Dura Automotive Systems Inc – SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated as of June 27, 2008 between EACH OF THE GRANTORS PARTY HERETO and WILMINGTON TRUST COMPANY, as Collateral Agent (June 27th, 2008)

This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of June 27, 2008 (this “Agreement"), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor” and collectively, the “Grantors"), and WILMINGTON TRUST COMPANY, as collateral agent for the Secured Parties (as defined in the Credit Agreement referenced below) (together with its successors and assigns, in such capacity as collateral agent, the “Collateral Agent").

Dura Automotive Systems Inc – AMENDMENT NO. 1, dated as of May 8, 2008, to the Change in Control Agreement (the “Agreement”) dated as of June 16, 2004 by and among THERESA L. SKOTAK (“Executive”), DURA AUTOMOTIVE SYSTEMS, INC. and DURA OPERATING CORP. (June 27th, 2008)

WHEREAS, on October 30, 2006 (the “Petition Date”), Dura Automotive Systems, Inc., and Dura Operating Corp., along with certain of their subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 of the title 11 of the United States Code (the “Chapter 11 Cases”);

Dura Automotive Systems Inc – REGISTRATION RIGHTS AGREEMENT (June 27th, 2008)

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.

Dura Automotive Systems Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (June 27th, 2008)

THIS IS THE DEBTORS’ PLAN SUPPLEMENT (THE “PLAN SUPPLEMENT”), FILED IN SUPPORT OF THE DEBTORS’ REVISED JOINT PLAN OF REORGANIZATION (WITH FURTHER TECHNICAL AMENDMENTS), DATED MAY 12, 2008 [DOCKET NO. 3317] (THE “REVISED PLAN”).2

Dura Automotive Systems Inc – SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of June 27, 2008 among DURA OPERATING CORP. as Borrower, DURA AUTOMOTIVE SYSTEMS, INC. (F/K/A NEW DURA, INC.) as Parent, CERTAIN SUBSIDIARIES OF DURA AUTOMOTIVE SYSTEMS, INC. AND DURA OPERATING CORP. as Guarantors, VARIOUS LENDERS AND ISSUING BANKS, and GENERAL ELECTRIC CAPITAL CORPORATION as Administrative Agent and Collateral Agent, $110,000,000 Senior Secured Revolving Credit Facilities GE CAPITAL MARKETS, INC. as Sole Lead Arranger and Bookrunner and WACHOVIA BANK, NATIONAL ASSOCIATION as Syndication Agent, and BANK OF AMERICA (June 27th, 2008)

This SENIOR SECURED REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of June 27, 2008, is entered into by and among DURA OPERATING CORP., a Delaware corporation (“Company”), DURA AUTOMOTIVE SYSTEMS, INC. (F/K/A NEW DURA, INC.), a Delaware corporation (“Parent”), certain SUBSIDIARIES OF PARENT AND COMPANY, as Guarantors, the Lenders party hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, “Syndication Agent”), and BANK OF AMERICA, N.A., as Issuing Bank and Documentation Agent (in such capacity, “Documentation Agent”).

Dura Automotive Systems Inc – INTERCREDITOR AGREEMENT (June 27th, 2008)

This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of June 27, 2008, and entered into by and among DURA OPERATING CORP., a Delaware corporation (the “Company”), DURA AUTOMOTIVE SYSTEMS, INC., (f/k/a New Dura, Inc.) a Delaware corporation (“Parent”), certain SUBSIDIARIES OF PARENT AND COMPANY, as Guarantors, WILMINGTON TRUST COMPANY, in its capacity as administrative agent for the holders of the Second Lien Term Loan Obligations (as defined below), including its permitted successors and assigns from time to time (the “Second Lien Term Loan Administrative Agent”), and as collateral agent for the holders of the Second Lien Term Loan Obligations, including its permitted successors and assigns from time to time (the “Second Lien Term Loan Collateral Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as administrative agent for the holders of the Revolving Credit Obligations (as defined below), including its permitted successors and assigns from time to time (the

Dura Automotive Systems Inc – BYLAWS OF NEW DURA, INC. A Delaware corporation (Adopted as of June 6, 2008) (June 27th, 2008)
Dura Automotive Systems Inc – AMENDMENT, dated May 8, 2008, to the DURA AUTOMOTIVE SYSTEMS, INC. 2003 SUPPLEMENT EXECUTIVE RETIREMENT PLAN (the “Retirement Plan”). (June 27th, 2008)

WHEREAS, on October 30, 2006 (the “Petition Date”), Dura Automotive Systems, Inc., along with certain of its subsidiaries (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 of the title 11 of the United States Code (the “Chapter 11 Cases”);

Dura Automotive Systems Inc – REVOLVING CREDIT AGREEMENT PLEDGE AND SECURITY AGREEMENT dated as of June 27, 2008 between EACH OF THE GRANTORS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent (June 27th, 2008)

This REVOLVING CREDIT AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of June 27, 2008 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor” and collectively, the “Grantors”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).

Dura Automotive Systems Inc – Contract (June 27th, 2008)

ROCHESTER HILLS, Mich., June 27, 2008 –- DURA Automotive Systems, Inc. (Pink Sheets: DRRAQ) announced today that it has successfully emerged from Chapter 11 bankruptcy protection. The company officially concluded its Chapter 11 reorganization process after meeting all statutory requirements of its Revised Joint Plan of Reorganization (the “Plan”), including successfully closing their exit financing facilities and filing associated documentation. In conjunction with its emergence, the Company also announced its new board of directors.

Dura Automotive Systems Inc – CERTIFICATE OF INCORPORATION OF NEW DURA, INC. (June 27th, 2008)

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

Dura Automotive Systems Inc – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF CAPITAL OF NEW DURA, INC. * * * * Adopted in accordance with the provisions of §241(b) the General Corporation Law of the State of Delaware * * * * (June 27th, 2008)

The undersigned, being the President of New Dura, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

Dura Automotive Systems Inc – SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of June 27, 2008 among DURA OPERATING CORP. as Borrower, DURA AUTOMOTIVE SYSTEMS, INC. (F/K/A NEW DURA, INC.) as Parent, CERTAIN SUBSIDIARIES OF DURA AUTOMOTIVE SYSTEMS, INC. AND DURA OPERATING CORP. as Guarantors, VARIOUS LENDERS, and WILMINGTON TRUST COMPANY as Administrative Agent and Collateral Agent, $83,750,000 Initial Principal Amount Second Lien Senior Secured Term Credit Facility (June 27th, 2008)

This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of June 27, 2008, is entered into by and among DURA OPERATING CORP., a Delaware corporation (“Company”), DURA AUTOMOTIVE SYSTEMS, INC. (F/K/A NEW DURA, INC.), a Delaware corporation (“Parent”), certain SUBSIDIARIES OF PARENT AND COMPANY, as Guarantors, the Lenders party hereto from time to time and WILMINGTON TRUST COMPANY (“Wilmington Trust”), as Administrative Agent (together with its permitted successors and assigns in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor and assigns in such capacity, “Collateral Agent”).

Dura Automotive Systems Inc – Contract (June 27th, 2008)

AMENDMENT NO. 1, dated May 8, 2008, to the Letter Agreement (the “Agreement”) dated December 23, 2002 by and between LAWRENCE A. DENTON (“Executive”) and DURA AUTOMOTIVE SYSTEMS, INC.

Dura Automotive Systems Inc – CREDIT AGREEMENT dated as of June 25, 2008, among DURA AUTOMOTIVE GRUNDSTUECKSVERWALTUNG GMBH, DURA AUTOMOTIVE BODY & GLASS SYSTEMS GMBH, DURA AUTOMOTIVE PLETTENBERG LEISTEN & BLENDEN GMBH, DURA AUTOMOTIVE SELBECKE LEISTEN & BLENDEN GMBH, DURA AUTOMOTIVE HOLDING GMBH & CO. KG, DURA AUTOMOTIVE SYSTEMS EINBECK GMBH, DURA AUTOMOTIVE SYSTEMS GMBH, and DURA AUTOMOTIVE SYSTEMS ROTENBURG GMBH, as German Borrowers, DURA AUTOMOTIVE SYSTEMS CZ, S.R.O., as the Czech Borrower, DURA EUROPEAN HOLDING LLC & CO. KG, and DURA HOLDING GERMANY GMBH, as Guarantors, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME (June 27th, 2008)

CREDIT AGREEMENT, dated as of June 25 2008, among Dura Automotive Grundstuecksverwaltung (“Automotive”), a limited liability company organized under the laws of Germany; Dura Automotive Body & Glass Systems GmbH, a limited partnership organized under the laws of Germany (“DABG”), Dura Automotive Plettenberg Leisten & Blenden GmbH, a limited liability company organized under the laws of Germany (“Plettenberg”), Dura Automotive Selbecke Leisten & Blenden GmbH, a limited liability company organized under the laws of Germany (“Selbecke”), Dura Automotive Holding GmbH & Co. KG, a limited liability company organized under the laws of Germany (“Holding KG”), Dura Automotive Systems Einbeck GmbH, a limited liability company organized under the laws of Germany (“Einbeck”), Dura Automotive Systems GmbH, a limited liability company organized under the laws of Germany (“Systems”), Dura Automotive Systems Rotenburg GmbH, a limited liability company organized under the laws of Germany (“Rotenburg”,

Dura Automotive Systems Inc – WAIVER (June 26th, 2008)

This WAIVER dated as of June 20, 2008 (this “Waiver”), 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”), 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.

Dura Automotive Systems Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (June 26th, 2008)

THIRD AMENDMENT, dated as of June 20, 2008 (this “Amendment”), to the Senior Secured Super-Priority Debtor in Possession Term Loan Credit and Guaranty Agreement, dated as of January 30, 2008, as amended by the First Amendment to the Credit Agreement, dated as of March 18, 2008, and the Second Amendment to the Credit Agreement, dated as of May 29, 2008 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Dura Operating Corp., a Delaware corporation, a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Company”), Dura Automotive Systems, Inc., a Delaware corporation , a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (“Holdings”), certain domestic Subsidiaries of Holdings and the Company, each a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the Lenders party thereto, Ableco Finance LLC, as administrative agent, collateral agent, so

Dura Automotive Systems Inc – AMENDMENT NO. 6 TO REVOLVING DIP CREDIT AGREEMENT (June 26th, 2008)

This AMENDMENT NO. 6, dated as of June 23, 2008 (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”), 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.

Dura Automotive Systems Inc – UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dura Automotive System, Inc. et al Cases No. 06-11202 — 06-11243 (KJC) Jointly Administered Reporting Period: May 2008 MONTHLY OPERATING REPORT (June 25th, 2008)

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Dura Automotive Systems Inc – Contract (June 23rd, 2008)

ROCHESTER HILLS, Mich., June 20, 2008 -— DURA Automotive Systems, Inc. (Pink Sheets: DRRAQ) announced today that Tim Trenary, who has served the Company as chief financial officer, will leave DURA.

Dura Automotive Systems Inc – UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dura Automotive System, Inc. et al Cases No. 06-11202 – 06-11243 (KJC) Jointly Administered Reporting Period: April 2008 MONTHLY OPERATING REPORT (May 28th, 2008)

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Dura Automotive Systems Inc – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (May 19th, 2008)

Pursuant to title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., the debtors and debtors-in-possession in the above-captioned and numbered cases hereby respectfully propose the following revised joint plan of reorganization under chapter 11 of the Bankruptcy Code.

Dura Automotive Systems Inc – UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dura Automotive System, Inc. et al Cases No. 06-11202 – 06-11243 (KJC) Jointly Administered Reporting Period: March 2008 MONTHLY OPERATING REPORT (April 30th, 2008)

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

Dura Automotive Systems Inc – UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Dura Automotive System, Inc. et al Cases No. 06-11202 – 06-11243 (KJC) Jointly Administered Reporting Period: February 2008 MONTHLY OPERATING REPORT (March 28th, 2008)

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.