0000950124-08-002842 Sample Contracts

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....
Credit and Guaranty Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • New York

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”).

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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...
Credit and Guaranty Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • New York

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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • Delaware

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.

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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
Revolving Credit Agreement Pledge and Security Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • New York

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”).

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Contract
Letter Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories

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.

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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
Second Lien Pledge and Security Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • New York

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").

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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
Asset Purchase Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • Delaware

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”).

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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.
Dura Automotive Systems Inc • June 27th, 2008 • Motor vehicle parts & accessories

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”);

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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.
Letter Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories

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”);

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • June 27th, 2008 • Dura Automotive Systems Inc • Motor vehicle parts & accessories • New York

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

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