REAFFIRMATION AND AMENDMENT OF COLLATERAL DOCUMENTS
This Reaffirmation and Amendment of Collateral Documents (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 collateral
documents listed on Schedule 1 hereto (the "Scheduled Collateral Documents")
pursuant to which the Companies have granted continuing security interests to
the Agent in the collateral 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 Vermgensverwaltung 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 the prior grant of security interests contemplated by each of the
Scheduled Collateral Documents 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
Collateral Documents 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 Collateral Documents 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 the grant of each security interest by such Company under each
Scheduled Collateral Document to which it is a party;
(ii) all references in any Scheduled Collateral Document to the 1994
Credit Agreement or the 1996 Credit Agreement shall be deemed to refer to
the 1998 Credit Agreement;
(iii) 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, 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, and all references to "Secured Obligations" shall be
deemed to refer to the Obligations (as defined in the 1998 Credit
Agreement);
(iv) each of the security agreements set forth on Schedule 1 are
hereby amended and restated as follows:
(A) Section 5.2 is amended by deleting the existing Section
5.2 in its entirety and substituting the following therefor:
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5.2. LOCATION OF EQUIPMENT AND INVENTORY AND FIXTURES.
As of the date hereof, substantially all of the Equipment
and Inventory and Fixtures is located at the places
specified on SCHEDULE I. Substantially all hereafter
acquired or arising Equipment, Inventory or Fixtures will be
located at the places specified on SCHEDULE I hereto, except
as otherwise permitted hereunder. None of said locations
are leased by the Debtor as lessee except those designated
as such on SCHEDULE I.
(B) The first sentence of Section 6.3 is amended by
deleting the existing first sentence of Section 6.3 in its
entirety and substituting the following therefor:
Subject to the next sentence, the Debtor will keep the
Collateral (other than Collateral in the possession of Agent
and cash on deposit in Depository Accounts and other
permitted depository accounts) at the locations specified on
SCHEDULE I, except to the extent permitted pursuant to
Sections 5.2 and 6.4.
(C) The first sentence of Section 6.4 is amended by
deleting the existing first sentence of Section 6.4 in its
entirety and substituting the following therefor:
No Collateral shall at any time be in the possession or
control of any warehouseman, bailee or any of the Debtor's
agents or processors without Agent's prior written consent
and unless Agent, if Agent has so requested, has received
warehouse receipts or bailee letters satisfactory to Agent
prior to the commencement of such storage, except (a)
Inventory (excluding tooling work-in-process of the Debtor)
so long as the aggregate value of all such Inventory in the
possession or control of any warehouseman, bailee or any of
the Debtor's agents or processors does not exceed $1,500,000
and (b) tooling work-in-process of the Debtor so long as the
aggregate value of all such tooling work-in-process in the
possession or control of any warehouseman, bailee or any of
the Debtor's agents or processors does not exceed
$1,000,000.
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(D) Section 6.6 is amended by deleting the existing second
sentence of Section 6.6 in its entirety.
(E) The first sentence of Section 6.9 is amended by
deleting the existing first sentence of Section 6.9 in its
entirety and substituting the following therefor:
The Debtor shall deliver to the Agent in accordance with the
Credit Agreement the Collateral Patent Security Agreement
and all other documents, instruments and other items as may
be necessary for the Agent to file such documents with the
United States Patent and Trademark Office and any similar
domestic department or agency.
(F) The first sentence of Section 7 is amended by deleting
the existing first sentence of Section 7 in its entirety and
substituting the following therefor:
Except for its payroll accounts, the Debtor shall promptly
after the execution and delivery of this Agreement maintain
all of its deposit accounts (general and special) with the
Agent (collectively, the "Depository Accounts"); provided,
that the Debtor may maintain deposit accounts at other
financial institutions so long as the Debtor and such other
financial institutions acknowledge and agree that during the
continuance of an Event of Default all proceeds in such
accounts shall, at the Agent's direction, be transferred to
an account with the Agent.
(v) each of the collateral patent security agreements and collateral
trademark security agreements set forth on Schedule 1 are hereby amended
and restated as follows:
(A) The first sentence of Section 4(d) is amended by
deleting the existing first sentence of Section 4(d) in its
entirety and substituting the following therefor:
There is no effective financing statement or other document
or instrument now signed or on file in any public office
covering any part of
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the Collateral, except those financing statements showing
Agent and Lenders as secured party or those disclosed to the
Agent and permitted under the Credit Agreement.
(vi) 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:
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
Collateral Documents shall remain unmodified and in full force and effect.
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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
----------------------------
Title Vice President
--------------------------
MC HOLDING CORP.
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
DURA OPERATING CORP.
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
DURA SHIFTER HOLDING CORP.
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
DURA AUTOMOTIVE SYSTEMS, INC., COLUMN SHIFTER
OPERATIONS
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
DURA AUTOMOTIVE SYSTEMS, INC., SHIFTER
OPERATIONS
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
DURA SHIFT SYSTEMS, INC.
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
UNIVERSAL TOOL & STAMPING
COMPANY, INC.
By /s/ Carl E. Nelson
----------------------------
Title Vice President
--------------------------
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SCHEDULE 1
SCHEDULED COLLATERAL DOCUMENTS
Pledge Agreement, dated as of August 31, 1994, made by Dura Operating Corp.
(then known as Dura Automotive Systems, Inc.), as Pledgor, in favor of BofA
(then known as Continental Bank), as Agent
Pledge Agreement, dated as of December 5, 1996, made by Dura Operating Corp., as
Pledgor, in favor of Bank of America National Trust and Savings Association, as
Agent, re stock of Dura Automotive Systems, Inc., Shifter Operations together
with Stock Power executed in blank and Stock Certificate
Reaffirmation, dated as of December 5, 1996, of Collateral Documents by
Dura Operating Corp. as U.S. Borrower in favor of Bank of America National
Trust and Savings Association, as Agent
Reaffirmation, dated as of December 5, 1996, of Pledge Agreement, dated as
of August 31, 1994, by Dura Operating Corp. (re stock of Dura Mexico)
Reaffirmation and Amendment No. 1 to Pledge Agreement, dated as of
August 29, 1997, made by Dura Operating Corp., as Pledgor, in favor of Bank
of America National Trust and Savings Association, as Agent, together with
stock power executed in blank and stock certificate
Reaffirmation and Amendment No. 2 to Pledge Agreement, dated as of March 9,
1998, by Dura Operating Co., the Pledgor, in favor of Bank of America
National Trust and Savings Association, as Agent, together with stock power
executed in blank and stock certificate
Pledge Agreement, dated as of August 31, 1994, by MC Holding Corp., as Pledgor,
in favor of BofA (then known as Continental Bank), as Agent
Reaffirmation, dated as of December 5, 1996, of Pledge Agreement, dated as
of August 31, 1994, by MC Holding Corp.
Pledge Agreement, dated as of December 5, 1996, made by Dura Automotive Systems,
Inc., as Pledgor, in favor of Bank of America National Trust and Savings
Association, as Agent, together with Stock Powers executed in blank and Stock
Certificates
Pledge Agreement, dated as of August 29, 1997, made by Dura Shifter Holding
Corp., as Pledgor, in favor of Bank of America National Trust and Savings
Association, as Agent, re capital stock of GTSS and 65% of the outstanding
capital stock of GT Automotive Systems (Windsor), Ltd. ("GT Canada") together
with assignment separate from certificate
Pledge Agreement, dated as of August 29, 1997, made by GT Automotive Systems,
Inc., as Pledgor, in favor of Bank of America National Trust and Savings
Association, as Agent
Security Agreement, dated as of August 31, 1994, between Dura Operating Corp.
(then known as Dura Automotive Systems, Inc.), as Borrower, and BofA (then known
as Continental Bank), as Agent
Amended and Restated Security Agreement, dated as of December 5, 1996, between
Dura Operating Corp., as Borrower, and Bank of America National Trust and
Savings Association, as Agent
Security Agreement, dated as of December 5, 1996, between Sparton Engineered
Products, Inc., KPI Group (which changed its name to Dura Automotive Systems,
Inc., Shifter Operations), as Guarantor, and Bank of America National Trust and
Savings Association, as Agent
Security Agreement, dated as of August 29, 1997, between Dura Shifter Holding
Corp., as Guarantor, and Bank of America National Trust and Savings Association,
as Agent
Security Agreement, dated as of August 29, 1997, between GT Automotive Systems,
Inc., as Guarantor, and Bank of America National Trust and Savings Association,
as Agent
Security Agreement, dated as of August 29, 1997, between GT Shift Systems, Inc.,
as Guarantor, and Bank of America National Trust and Savings Association, as
Agent
Security Agreement, dated as of March 9, 1998, between Universal Tool & Stamping
Company, Inc., as Guarantor, and Bank of America National Trust and Savings
Association as Agent
Collateral Patent Security Agreement, dated as of August 31, 1994, between Dura
Operating Corp. (then known as Dura Automotive Systems, Inc.), as Borrower, and
BofA (then known as Continental Bank), as Agent
Supplemental Collateral Patent Security Agreement, dated as December 5,
1996, between Dura Operating Corp., as Borrower, and Bank of America
National Trust and Savings Association, as Agent
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Collateral Patent Security Agreement, dated as of December 5, 1996, by Sparton
Engineered Products, Inc., KPI Group (which changed its name to Dura Automotive
Systems, Inc., Shifter Operations), as Guarantor, and Bank of America National
Trust and Savings Association, as Agent
Collateral Patent Security Agreement, dated as of March 9, 1998, between
Universal Tool & Stamping Company, Inc., and Bank of America National Trust and
Savings Association as Agent
Collateral Trademark Security Agreement, dated as of August 31, 1994, between
Dura Operating Corp. (then known as Dura Automotive Systems, Inc.), as Borrower,
and BofA (then known as Continental Bank), as Agent
Supplemental Collateral Trademark Security Agreement, dated as of
December 5, 1996, between Dura Operating Corp., as Borrower, and Bank of
America National Trust and Savings Association, as Agent
Collateral Trademark Security Agreement, dated as of March 9, 1998, between
Universal Tool & Stamping Company, Inc., and Bank of America National Trust and
Savings Association as Agent
Collateral Copyright Security Agreement dated as of August 31, 1994 between Dura
Operating Corp. (then known as Dura Automotive Systems, Inc.) and Bank of
America National Trust and Savings Association (then known as Continental Bank)
as Agent
Collateral Assignment of Undertakings under Stock and Asset Purchase Agreement,
dated as of December 5, 1996, by Dura Operating Corp. in favor of Bank of
America National Trust and Savings Association, as Agent
Collateral Assignment of Undertakings under Stock Purchase Agreement, dated as
of August 29, 1997, by Dura Shifter Holding Corp. in favor of Bank of America
National Trust and Savings Association, as Agent
Collateral Assignment of Undertakings under Stock Purchase Agreement, dated as
of March 9, 1998, by Dura Operating Corp. in favor of Bank of America National
Trust and Savings Association, as Agent
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