REAFFIRMATION AND AMENDMENT OF GUARANTIES
This Reaffirmation and Amendment of Guaranties (this "Reaffirmation") is
dated as of April 30, 1998 by Dura Automotive Systems, Inc., a Delaware
corporation ("DASI"), MC Holding Corp., a Delaware corporation ("MC"), Dura
Operating Corp., a Delaware corporation ("Dura"), Dura Shifter Holding Corp., a
Delaware corporation ("Dura Shifter"), Dura Automotive Systems, Inc., Column
Shifter Operations, a Michigan corporation ("Column Shifter Operations"), Dura
Automotive Systems, Inc., Shifter Operations, a Michigan corporation ("Shifter
Operations"), Dura Shift Systems, Inc., a Delaware corporation ("Shift
Systems"), and Universal Tool & Stamping Company, Inc., an Indiana corporation
("Universal Tool", and together with DASI, MC, Dura, Dura Shifter, Column
Shifter Operations, Shifter Operations and Shift Systems, the "Companies") in
favor of Bank of America National Trust and Savings Association, a national
banking association, as agent (the "Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Companies are respectively parties to the guaranties
listed on Schedule 1 hereto (the "Scheduled Guaranties") pursuant to which the
Companies have guaranteed the obligations described therein and have undertaken
certain other obligations in connection with:
(i) a Credit Agreement dated as of August 31, 1994 (as amended, the
"1994 Credit Agreement") among Dura, the various commercial lending
institutions parties thereto as lenders, The Bank of Nova Scotia, Comerica
Bank and The Chase Manhattan Bank, N.A., as co-agents and the Agent; and
(ii) an Amended and Restated Credit Agreement dated as of December 5,
1996 (together with all amendments and other modifications, if any, from
time to time thereafter made thereto, the "1996 Credit Agreement") among
Dura, Kimanus Vermogensverwaltung GmbH (the "German Borrower"), the various
commercial lending institutions parties thereto as lenders and the Agent,
which effected an amendment and restatement of the 1994 Credit Agreement;
WHEREAS, pursuant to a Consolidated, Amended and Restated Credit
Agreement dated as of April 30, 1998 (together with all amendments and other
modifications, if any, from time to time thereafter made thereto, the "1998
Credit Agreement") among DASI, Dura, the German Borrower, certain other
subsidiaries of Dura, the various commercial lending institutions as are, or may
from time to time, become parties thereto ("Lenders") and the Agent, the 1996
Credit Agreement itself is being amended and restated;
WHEREAS, it is a condition precedent to the making of the initial
Credit Extensions under the 1998 Credit Agreement that the Companies shall have
reaffirmed their obligations under each of the Scheduled Guaranties and shall
have agreed to the amendments thereto provided for herein;
NOW THEREFORE, in consideration of the premises and in order to induce
Lenders to make Loans and to issue Letters of Credit under the 1998 Credit
Agreement, each Company hereby agrees with the Agent for its benefit and the
benefit of Lenders as follows:
1. Each Company hereby reaffirms its obligations under each of the Scheduled
Guaranties to which it is a party.
2. Each Company agrees with the Agent for the benefit of the Lenders that
(i) each of the Scheduled Guaranties to which it is a party shall
remain in full force and effect following the execution and delivery of the
1998 Credit Agreement and each Company confirms and reaffirms its guaranty
and payment obligations under each Scheduled Guaranty to which it is a
party;
(ii) all references in any Scheduled Guaranty to the 1994 Credit
Agreement or the 1996 Credit Agreement shall be deemed to refer to the 1998
Credit Agreement;
(iii) all references to "Borrowers' Obligations" shall be deemed to
refer to Obligations (as defined in the 1998 Credit Agreement), all
references to "Revolving Loan Commitments" shall be deemed to refer to
"Commitments", all references to "Section 7.2.3 of the Credit Agreement"
shall be deemed to refer to Section 11.1 of the 1998 Credit Agreement, all
references to "Section 7.2.10 of the Credit Agreement" shall be deemed to
refer to Section 11.2 of the 1998 Credit Agreement, all references to
"Reference Rate Loans" shall be deemed to refer to U.S. Base Rate Loans,
and all references to "Bank of America Illinois" shall be deemed to refer
to Bank of America National Trust and Savings Association or any successor
thereto;
(iv) each of the guaranties set forth on Schedule 1 are hereby
amended and restated as follows:
(A) The first sentence of the tenth paragraph of Section 2
is amended by deleting the existing first sentence of the tenth
paragraph of Section 2 in its entirety and substituting the
following therefor:
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Guarantor also waives all setoffs and counterclaims
(other than arising from the gross negligence or willful
misconduct of the Agent or the Lenders) and all
presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of
dishonor, and notices of acceptance of this Corporate
Guaranty.
Except as set forth in the immediately preceding sentence, each of the Scheduled
Guaranties shall remain unmodified and in full force and effect.
3. Each Company agrees with the Agent for the benefit of the Lenders that the
term Obligations (as defined in the 1998 Credit Agreement)includes, and
(without limiting the provisions of any Scheduled Guaranty) each Company
unconditionally and irrevocably guaranties the payment when due of, all
amounts which are advanced to the Dura Australian Borrower by the
Australian Lender, all interest thereon (at the rates set forth in the 1998
Credit Agreement) and all expenses of the Agent in collecting such amounts,
regardless of whether the Dura Australian Borrower has validly authorized,
executed and delivered the Credit Agreement or any other Loan Document.
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IN WITNESS WHEREOF, this Reaffirmation has been duly executed by the
undersigned as of the day first above written.
DURA AUTOMOTIVE SYSTEMS, INC.
By /s/ Carl E. Nelson
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Title Vice President
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MC HOLDING CORP.
By /s/ Carl E. Nelson
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Title Vice President
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DURA OPERATING CORP.
By /s/ Carl E. Nelson
-------------------------------------
Title Vice President
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DURA SHIFTER HOLDING CORP.
By /s/ Carl E. Nelson
-------------------------------------
Title Vice President
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DURA AUTOMOTIVE SYSTEMS, INC., COLUMN
SHIFTER OPERATIONS
By /s/ Carl E. Nelson
-------------------------------------
Title Vice President
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DURA AUTOMOTIVE SYSTEMS, INC., SHIFTER
OPERATIONS
By /s/ Carl E. Nelson
-------------------------------------
Title Vice President
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DURA SHIFT SYSTEMS, INC.
By /s/ Carl E. Nelson
-------------------------------------
Title Vice President
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UNIVERSAL TOOL & STAMPING
COMPANY, INC.
By /s/ Carl E. Nelson
-------------------------------------
Title Vice President
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SCHEDULE 1
SCHEDULED GUARANTIES
Corporate Guaranty, dated December 5, 1996, made by Dura Automotive Systems,
Inc. of the obligations of Dura Operating Corp. and Kimanus Vermogensverwaltung
GmbH to Agent and Lenders
Reaffirmation, dated August 29, 1997, of Corporate Guaranty, dated
December 5, 1996, by Dura Automotive Systems, Inc.
Corporate Guaranty, dated August 31, 1994, made by MC Holding Corp. of the
obligations of Dura Operating Corp. to Agent and Lenders
Amended and Restated Corporate Guaranty, dated December 5, 1996, made by MC
Holding Corp. of the obligations of Dura Operating Corp. and Kimanus
Vermogensverwaltung GmbH to Agent and Lenders
Reaffirmation, dated August 29, 1997, of Amended and Restated Corporate
Guaranty, dated December 5, 1996, by MC Holding Corp.
Corporate Guaranty dated _____________ by Dura Operating Corp.
Corporate Guaranty, dated December 5, 1996, made by Sparton Engineered Products,
Inc., KPI Group (now known as Dura Automotive Systems, Inc., Shifter Operations)
of the obligations of Dura Operating Corp. and Kimanus Vermogensverwaltung GmbH
to Agent and Lenders
Reaffirmation, dated August 29, 1997, of Corporate Guaranty, dated
December 5, 1996, by Dura Automotive Systems, Inc., Shifter Operations
Corporate Guaranty, dated August 29, 1997, made by Dura Shifter Holding Corp. of
the obligations of Dura Operating Corp. and Kimanus Vermogensverwaltung GmbH to
Agent and Lenders
Corporate Guaranty, dated August 29, 1997, made by GT Automotive Systems, Inc.
(now known as Dura Automotive Systems, Inc., Column Shifter Operations) of the
obligations of Dura Operating Corp. and Kimanus Vermogensverwaltung GmbH to
Agent and Lenders
Corporate Guaranty, dated August 29, 1997, made by GT Shift Systems, Inc. (now
known as Dura Shift Systems, Inc.) of the obligations of Dura Operating Corp.
and Kimanus Vermogensverwaltung GmbH to Agent and Lenders
Corporate Guaranty, dated ______, made by Universal Tool & Stamping Company,
Inc., of the obligations of Dura Operating Corp. and Kimanus Vermogensverwaltung
GmbH to Agent and Lenders