Exhibit 10.3
EXECUTION VERSION
WAIVER
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.
RECITALS:
WHEREAS , 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
modified 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 Waiver
shall have the meanings that are set forth in the Revolving DIP
Credit Agreement; and
WHEREAS , Company has requested that the Administrative
Agent and Lenders waive the requirement under Section 5.16(f)
of the Revolving DIP Credit Agreement that the effective date of
the New Plan shall have occurred and the transactions contemplated
as part of the New Plan shall have closed on or before
June 20, 2008; and
WHEREAS , the Administrative Agent and the Lenders have
agreed, subject to the limitations and conditions set forth herein,
to consent to such waiver 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:
SECTION 1. WAIVER
1.1. The Administrative Agent
and Lenders hereby waive the requirement under Section 5.16(f)
of the Revolving DIP Credit Agreement that the effective date of
the New Plan shall have occurred and the transactions contemplated
as part of the New Plan shall have closed on or before
June 20, 2008.
SECTION 2. CONDITIONS PRECEDENT TO EFFECTIVENESS
2.1. Effectiveness of
Waiver . The effectiveness of this Waiver is subject
to the Administrative Agent receiving this Waiver, duly executed by
each of the Credit Parties, the Administrative Agent and Requisite
Lenders.
SECTION 3. MISCELLANEOUS
3.1. Binding
Effect . This Waiver 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.
3.2.
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
remainin
