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*	The companies listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public: The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o


(1)	Calculated in accordance with Rule 457 under the Securities Act of 1933, as amended.

(2)	The guarantors are affiliates of Dura Operating Corp. and have guaranteed the notes being registered.

(3)	Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees being registered hereby.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


*	The address for each of the additional Registrants is c/o Dura Automotive Systems, Inc., 2791 Research Drive, Rochester Hills, Michigan 48309. The primary standard industrial classification number for each of the additional Registrants is 3714.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell nor is it an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

For a discussion of certain factors that you should consider before participating in this exchange offer, see “Risk Factors” beginning on page 11 of this prospectus.

Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have not authorized anyone to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on any unauthorized information or representations.

In this prospectus, unless the context otherwise requires, we refer to Dura Operating Corp. as the “Issuer.” Dura Operating Corp. is a direct, wholly owned subsidiary of Dura Automotive Systems, Inc., which we refer to in this prospectus as “Parent.” The terms “the Company,” “Dura,” “we,” “us” and “our” refer to Parent and all of its subsidiaries, including the Issuer.

The data included in or incorporated by reference into this prospectus regarding markets and ranking, including the size of certain product markets and our position and the position of our competitors within these markets, are based on independent industry publications, reports from government agencies or other published industry sources and our estimates based on our management’s knowledge and experience in the markets in which we operate. Our estimates have been based on information obtained from our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that market, ranking and other similar data included in or incorporated by reference into this prospectus, and estimates and beliefs based on such data, may not be reliable.

We are subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and in accordance therewith file reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information at the

Public Reference Room of the SEC, 450 Fifth Street, N.W., Washington, DC 20549. You can obtain copies of these materials from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings will also be available to you on the SEC’s website. The address of this site is http://www.sec.gov.

We have filed with the SEC a registration statement on Form S-4 (Reg. No. 333- ) with respect to the securities we are offering. This prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about us and the securities we are offering. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

You may also obtain a copy of these filings from our website at http:///www.duraauto.com. Please note, however, that the information on our website, other than those documents specifically incorporated by reference herein, is not part of this prospectus.

We will provide you without charge a copy of the exchange notes, the indenture governing the exchange notes and the registration rights agreement relating to the exchange notes. You may request copies of these documents by contacting us at:

To ensure timely delivery, please make your request as soon as practicable, and, in any event, no later than five business days prior to the expiration of the exchange offer.

This prospectus represents only a summary of the information presented in this prospectus, and incorporates by reference certain documents we have filed with the SEC.


	(1) Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. In particular, we refer you to the following sections of Parent’s Annual Report:


	•	Management’s Discussion and Analysis of Results of Operations and Financial Condition;

	•	Business;

	•	Financial Statements and Supplementary Data; and

	•	Directors and Executive Officers of the Registrant.


	(2) Parent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

	(3) Parent’s Proxy Statement on Schedule 14A dated April 28, 2003. In particular, we refer you to the following sections of Parent’s Proxy Statement.


	•	Executive Compensation; and

	•	Certain Relationships and Related Party Transactions.


	(4) Parent’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

	(5) Parent’s Current Report on Form 8-K dated October 23, 2003.

	(6) Parent’s Current Report on Form 8-K dated October 28, 2003.

	(7) Parent’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

	(8) All documents filed by Parent with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before completion or termination of the exchange offer, as the case may be.

References in this prospectus to this prospectus will be deemed to include the documents incorporated by reference, which are an integral part of this prospectus. You should obtain and review carefully copies of the documents incorporated by reference. Any statement contained in the documents incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a subsequently dated document incorporated by reference or in this prospectus modifies or supersedes the statement. Information that we file later with the SEC will automatically update the information incorporated by reference and the information in this prospectus. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The information on our website and any other website which is referred to in this prospectus is not a part of this prospectus. Any person obtaining a copy of this prospectus may obtain without charge, upon written request, a copy of the documents incorporated by reference. See “Where you can find more information” above.

This summary highlights information contained elsewhere in this prospectus or in the documents incorporated by reference herein. This summary is not complete and may not contain all of the information that you should consider before deciding whether to participate in the exchange offer. We urge you to read this entire prospectus carefully, including the financial data and the information described under the heading “Risk factors” and the other documents to which we have referred you, including the documents incorporated by reference herein, prior to deciding whether to participate in the exchange offer.

We are the world’s largest independent designer and manufacturer of driver control systems for the global automotive industry. We are also a leading global supplier of seating control systems, glass systems, engineered assemblies, structural door modules, exterior trim systems and mobile products.


	•	Well Positioned to Take Advantage of Market Trends. We believe that we are well positioned to meet the demands of OEMs for fewer, full-service and globally positioned suppliers. We believe our advanced design capabilities, ability to supply complete systems and integrated modules, combined with our global production capabilities, will enable us to take advantage of these market trends.

	•	Strong OEM Relationships. We have formed strong relationships with our major OEM customers because of our high level of product quality, customer service and product design and engineering capabilities. Our application of innovative operating techniques, combined with investments in sophisticated capital equipment, has led to a high level of product quality, industry-low defect rates and the receipt of numerous supplier awards.

	•	Well Positioned on Popular Product Platforms. We manufacture products for many of the most popular car, light truck and sport utility vehicle models and many of the most popular European passenger cars. We are generally the sole supplier of the parts we sell to OEMs for particular models and commonly supply parts for the life of the model, which usually ranges from three to seven years.

	•	Experienced Management Team. Our leadership team, the members of which have an average of 20 years of experience in the automotive supply industry, has (i) successfully completed several acquisitions over the last five years, which have generated significant operational efficiencies and cost savings; (ii) divested non-core assets and (iii) strengthened our core businesses during difficult market conditions. Our current President and Chief Executive Officer, Lawrence Denton, joined Dura in January 2003 and has over 30 years of experience in the automotive industry.

Our primary business objective is to capitalize on the consolidation, globalization and system sourcing trends in the automotive supply and specialty vehicle industries in order to be the leading provider of the systems we supply to OEMs worldwide. Presently, we are focusing on the following four key strategies:


	•	Aggressively Reduce Debt. Our top priority is to reduce debt. We have done so by maximizing our cash flow available for debt reduction by maximizing operating efficiency, implementing a disciplined capital expenditure program and divesting non-core operating assets. We intend to continue leveraging our existing asset base through a disciplined capital expenditure program focused on return on invested capital in which annual expenditures remain below depreciation levels. In addition, we intend to focus on strategic partnerships and alliances that do not require significant upfront cash investments to pursue new business opportunities.


	•	Focus on Business Lines with Acceptable Returns. We continue to shift our growth strategy from one focused on acquisitions to a strategy focused more on organic growth. As part of this strategy, we have placed a greater emphasis on achieving higher returns on our investments.

	•	Maximize Low-Cost Production Capabilities. We continuously implement strategic initiatives designed to improve product quality while reducing manufacturing costs. In addition, we continually evaluate opportunities to shift the production of lower value-added products to our low-cost production facilities.

	•	Accelerate Investments in New Product and Process Technologies. We intend to accelerate our investments in new product and manufacturing process technologies to strengthen and differentiate our product portfolio. We also intend to continue our efforts to develop innovative products and manufacturing processes to serve our customers better globally and improve our product mix and profit margins.

Dura Automotive Systems, Inc. is a holding company and corporation organized under the laws of Delaware whose predecessor was formed in 1990 by Hidden Creek Industries (“Hidden Creek”), Onex Corporation (“Onex”), J2R Corporation (“J2R”) and certain others for the purpose of acquiring certain operating divisions from the Wickes Manufacturing Company. Onex is a publicly-owned holding company based in Canada. Onex holds approximately 30,000 shares of Parent’s Class A common stock and approximately 1.4 million shares of Parent’s Class B common stock. Hidden Creek is a private industrial management company that is a partnership comprised of Onex and J2R and is based in Minneapolis, Minnesota. Hidden Creek has provided certain strategic, financial and acquisition services to us and has been our strategic partner since our inception which has enabled our management to devote their attention to our existing operations. A member of our board of directors is the founder of Hidden Creek and is the President of J2R. Our principal executive offices are located at 4508 IDS Center, Minneapolis, Minnesota 55402 and, our telephone number is (612) 342-2311.

We conduct our domestic operations through Dura Operating Corp. and, to a larger extent, certain other domestic subsidiaries and substantially all of our foreign operations through subsidiaries located in Brazil, Canada, the Czech Republic, France, Germany, Mexico, Portugal, Slovakia, Spain and the United Kingdom. In addition, we have a presence in China, India and Japan through strategic alliances, joint ventures or technical licenses.

On July 23, 2003, we acquired the Creation Group from Heywood Williams Group PLC. The Creation Group is a premier designer and manufacturer of windows, doors and specialty products for the North American recreation vehicle, motor vehicle accessories and manufactured housing markets. The Creation Group had revenues of approximately $145 million, operating income of approximately $9.0 million and depreciation expense of approximately $3.0 million for the year ended December 31, 2002. The Creation Group employs approximately 1,100 employees at ten facilities located in Indiana, Ohio and Pennsylvania. The purchase price was $57.0 million in cash, which is subject to a post-closing working capital adjustment and an earn-out of up to an additional $3.0 million if the acquired business achieves certain financial targets. We financed this acquisition using cash on hand. No pro forma information giving effect to the acquisition of the Creation Group has been included in this prospectus because its historical operations are not material to Dura’s results of operations.

Prior to the closing of the offering of outstanding notes, we entered into a new senior credit facility, which replaced our preexisting senior credit facility. The new senior credit facility provides for a new revolving credit facility of $175.0 million, which may be increased up to $200.0 million at the option of the borrowers with the consent of JPMorgan Chase Bank, and a $148.125 million term loan. The new senior credit facility extends the maturity of the revolving credit facility and provides us with increased operating flexibility and borrowing availability. At the closing of the new senior credit facility, we had unused borrowing availability under our new


		revolving credit facility of approximately $147.2 million. In connection with the new senior credit facility, we wrote-off debt issuance costs of $1.9 million, net of tax.

On November 4, 2003, we sold, through a private placement exempt from the registration requirements of the Securities Act of 1933, $50 million in aggregate principal amount of our 8 5/8% Senior Notes due 2012, which we refer to in this prospectus as the “outstanding notes.” Simultaneously with the private placement of the outstanding notes, we entered into a registration rights agreement with J.P. Morgan Securities, Inc., Banc of America Securities LLC, Comerica Securities, Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets, LLC, Barclays Capital Inc. and ABN Amro Incorporated, the initial purchasers of the outstanding notes. Under the registration rights agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical notes to become effective within 180 days after the issuance of the outstanding notes. We refer to the notes to be registered under this exchange offer registration as “exchange notes” in this prospectus. The exchange offer is intended to satisfy the rights of holders of the outstanding notes under the registration rights agreement. After the exchange offer is complete, holders of the outstanding notes will no longer be entitled to any exchange or registration rights with respect to their outstanding notes.


		or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.

Record date		We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on , 2004.

Expiration date		The exchange offer will expire at 5:00 p.m., New York City time, , 2004, unless we decide to extend the expiration date.

Conditions to the exchange offer		The exchange offer is subject to customary conditions, including that the exchange offer not violate applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimal principal amount of the outstanding notes being tendered.

Procedures for tendering outstanding notes		If you wish to tender your notes for exchange in this exchange offer, you must transmit to the exchange agent on or before the expiration date either:

		• an original or a facsimile of a properly completed and duly executed letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or

		• If the notes you own are held of record by Cede & Co., as nominee of The Depository Trust Company, or “DTC,” in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program System of DTC, or “ATOP,” in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of your notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the notes exchange agent.

		In addition, you must deliver to the exchange agent on or before the expiration date:

		• a timely confirmation of book-entry transfer of your outstanding notes into the account of the notes exchange agent at DTC if you are effecting delivery of book-entry transfer, or

		• if necessary, the documents required for compliance with the guaranteed delivery procedures.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. Unless the context otherwise requires, we use the term “notes” in this prospectus to collectively refer to the outstanding notes and the exchange notes.

You should refer to the section entitled “Risk Factors” for an explanation of certain risks of participating in the exchange offer.

The summary consolidated financial data set forth below as of December 31, 2001 and 2002 and for each of the years in the three-year period ended December 31, 2002 have been derived from our audited consolidated financial statements. The summary historical financial data as of December 31, 2000, September 30, 2002 and 2003, and for each of the nine-month periods then ended are unaudited. In the opinion of management, the unaudited historical financial data below were prepared on the same basis as the audited historical financial data, and include all adjustments, consisting only of normal, recurring adjustments, necessary for fair statement of this information.

We have incorporated our consolidated financial statements as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002 by reference to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and our consolidated financial statements as of September 30, 2003 and for the nine-month periods ended September 30, 2002 and 2003 by reference to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.

The following summary consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the related notes incorporated by reference into this prospectus. See “Incorporation by reference.”


(1)	The financial information presented is that of Parent. No separate financial information for the Issuer has been provided in this prospectus because Parent’s financial information is materially the same as the Issuer’s financial information as a result of the fact that: (i) Parent does not itself conduct any operations but rather all of our operations are conducted by the Issuer and its direct and indirect subsidiaries; (ii) Parent has no material assets other than the capital stock of the Issuer; (iii) all of the assets and liabilities shown in the consolidated financial statements for Parent are located at the Issuer and its direct and indirect subsidiaries; and (iv) Parent will unconditionally guarantee the exchange notes.

(2)	In accordance with the adoption of SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” effective January 1, 2003, we have reclassified losses from the write-off of debt issuance costs from an extraordinary item to a component of income from continuing operations. For the year ended December 31, 2002 and the nine months ended September 30, 2002, the previously reported loss on early extinguishment of debt, net, of $3,422 for such periods was reclassified to a component of income from continuing operations in the amount of a $5,520 loss and the related income tax benefit of $2,098 was reclassified to the provision for income taxes.

(3)	Reflects the write-off of goodwill in connection with the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets.” Upon the completion of the required assessments under SFAS No. 142, we determined that the fair market value of the goodwill assigned to two reporting units was lower than book value, which resulted in the transitional impairment change.

(4)	“EBITDA” is operating income plus depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income or operating income as determined by generally accepted accounting principles, and our calculation thereof may not be comparable to that reported by other companies. EBITDA is included in this prospectus because it is a basis upon which we assess our performance and liquidity position and because certain covenants in our borrowing arrangements are tied to similar measures. We believe that it is widely accepted that EBITDA provides useful information regarding a

company’s ability to service and/or incur indebtedness. This belief is based, in part, on our negotiations with our lenders who have required that the interest payable under our senior credit facility be based, in part, on our ratio of consolidated senior funded indebtedness to EBITDA. EBITDA does not take into account our working capital requirements, debt service requirements and other commitments and, accordingly, is not necessarily indicative of amounts that may be available for discretionary use.


(5)	In calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of interest expense (which includes amortization of deferred financing costs and debt issuance costs) and one-third of rental expense, deemed representative of that portion of rental expense estimated to be attributable to interest. Our ratio of earnings to fixed charges for the nine-month period ended September 30, 2003, on an as adjusted basis after giving effect to the offering of the outstanding notes, would have been 1.5x.

(6)	Total debt as of December 31, 2002, September 30, 2002 and September 30, 2003 includes the fair market value of interest rate swaps of $30,523, $32,598 and $31,136, respectively, which is reflected as long-term debt on our consolidated balance sheet.

(7)	Represents the 7 1/2% Mandatorily Redeemable Convertible Trust Preferred Securities due 2028 (the “Trust Preferred Securities”) issued by the Dura Automotive Systems Capital Trust (“Dura Trust”), a wholly owned statutory business trust of Parent, in March 1998. The sole assets of the Dura Trust are approximately $57,000 principal amount of Parent’s 7 1/2% convertible subordinated debentures due March 31, 2028, such amount being the sum of the stated liquidation preference of the Trust Preferred Securities and the capital contributed by Parent in exchange for the common securities of the Dura Trust. Parent has guaranteed, on a subordinated basis, certain obligations of the Dura Trust under the Trust Preferred Securities. In January 2003, the FASB issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities.” This interpretation addresses the consolidation of variable interest entities, including entities commonly referred to as special purpose entities. We are required to apply FIN 46 to all new variable interest entities created or acquired after January 31, 2003. In October 2003, the FASB issued FASB Staff Position (“FSP”) FIN 46-6, “Effective Date of FIN 46, Consolidation of Variable Interest Entities.” FSP FIN 46 extended the required effective date of FIN 46 for variable interest entities created or acquired prior to February 1, 2003. We will be required to apply FIN 46 to such entities effective December 31, 2003. We are currently assessing the impact of the adoption of FIN 46 and believe it will result in a reclassification of the Trust Preferred Securities from the mezzanine section of the balance sheet to other long-term liabilities. In addition, we believe the adoption of FIN 46 will result in a reclassification of “Minority Interest — Dividends on Trust Preferred Securities, net,” from its current classification in the statement of operations to “Interest expense” on a gross basis.

You should carefully read and consider each of the risk factors set forth below, in addition to the other information contained in or incorporated by reference into this prospectus, when deciding whether to participate in the exchange offer. You should be prepared to accept the occurrence of any and all of the risks associated with the notes, including a loss of all of your investment.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance as to:


	•	the liquidity of any trading market that may develop;

	•	the ability of holders to sell their exchange notes; or

	•	the price at which the holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar debentures and our financial performance.

We understand that the initial purchasers presently intend to make a market in the notes. However, they are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. There can be no assurance that an active trading market will exist for the notes or that any trading market that does develop will be liquid.

In addition, any outstanding note holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see “Exchange Offer.”

We will not accept your notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after a timely receipt of your outstanding notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes, please allow sufficient time to ensure timely delivery. If we do not receive your notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If there are defects or irregularities with respect to your tender of notes, we will not accept your notes for exchange. For more information, see “Exchange Offer.”

We did not register the outstanding notes, nor do we intend to do so following the exchange offer. Outstanding notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered under the

Risks relating to Dura and the automotive and recreational vehicle supply industries

We are dependent on Ford, GM, Lear Corporation and DaimlerChrysler as our largest customers. Our revenues from Ford, GM, Lear Corporation and DaimlerChrysler represented approximately 26%, 14%, 12% and 10%, respectively, of our revenues for 2002. The loss of Ford, GM, Lear Corporation, DaimlerChrysler or any other significant customer could have a material adverse effect on us. The contracts we typically enter into with many of our customers, including Ford, GM, Lear Corporation and DaimlerChrysler, provide for supplying the customers’ requirements for a particular model, rather than for manufacturing a specific quantity of products. Such contracts range from one year to the life of the platform or model, usually three to seven years, and do not require the purchase by the customer of any minimum number of parts. Therefore, the loss of any one of such customers or a significant reduction in demand for certain other key models or a group of related models sold by any of our major customers could have a material adverse effect on our existing and future revenues and net income. We are also involved in product liability claims with certain of our significant customers. As a result of these claims, it is possible that our relationship with these customers could be adversely affected.

The automotive component supply industry is highly competitive. Some of our competitors are companies, or divisions or subsidiaries of companies, that are larger and have greater financial and other resources than we do. In addition, with respect to certain of our products, we compete with divisions of our OEM customers. There can be no assurance that our products will be able to compete successfully with the products of these other companies, which could result in the loss of customers and, as a result, decrease revenues and profitability.

We principally compete for new business both at the beginning of the development of new models and upon the redesign of existing models by our major customers. New model development generally begins two to five years prior to the marketing of such models to the public. The failure to obtain new business on new models or to retain or increase business on redesigned existing models could adversely affect our business and financial results. In addition, as a result of the relatively long lead times required for many of our complex structural components, it may be difficult in the short-term for us to obtain new sales to replace any unexpected decline in the sale of existing products. We may incur significant expense in preparing to meet anticipated customer requirements which may not be recovered.

There is substantial continuing pressure from the major OEMs to reduce costs, including the cost of products purchased from outside suppliers. In addition, our business is very capital intensive, requiring us to maintain a large fixed cost base. Therefore, our profitability is dependent, in part, on our ability to spread fixed production costs over increasing product sales. If we are unable to generate sufficient production cost savings in the future to offset price reductions and any reduction in consumer demand for automobiles resulting in decreased sales, our gross margin and profitability would be adversely affected. In addition, our customers often times require engineering, design or production changes. In some circumstances, we may not be able to achieve price increases in amounts sufficient to cover the costs of these changes.

The automotive, recreation and specialty vehicle markets are highly cyclical and both markets are dependent on general economic conditions and other factors, including consumer spending preferences and the attractiveness of incentives offered by OEMs, if any. In addition, automotive production and sales can be affected by labor relations issues, regulatory requirements, trade agreements and other factors. Economic factors adversely affecting automotive production and consumer spending could adversely impact our revenues and net income. The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from year to year, and such fluctuations give rise to fluctuations in demand for our products. The weakness in the North American automotive, recreation and specialty vehicle markets has adversely affected our operating results in 2002. In addition, because we have significant fixed production costs, relatively modest declines in our customers’ production levels can have a significant adverse impact on our profitability.

Our business is also somewhat seasonal. We typically experience decreased revenues and operating income during the third calendar quarter of each year due to the impact of scheduled OEM plant shutdowns in July and August for OEM employee vacations and new model changeovers.

We have significant operations in Europe, Canada and Latin America. Certain risks are inherent in international operations, including:


	•	difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;

	•	foreign customers may have longer payment cycles than customers in the United States;

	•	tax rates in certain foreign countries may exceed those in the United States and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

	•	currency fluctuations and devaluations;

	•	general economic conditions, political unrest and terrorists attacks against American interests in countries where we operate may have an adverse effect on our operations in those countries;

	•	exposure to possible expropriation or other governmental actions;

	•	difficulties associated with managing a large organization spread throughout various countries; and

	•	required compliance with a variety of foreign laws and regulations.

As we continue to expand our business globally, our success will be dependent, in part, on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or our business, results of operations and financial condition as a whole.

We generate a significant portion of our revenues and incur a significant portion of our expenses in currencies other than U.S. dollars. To the extent that we are unable to match revenues received in foreign currencies with costs paid in the same currency, exchange rate fluctuations in any such currency could have an adverse effect on our revenues and financial results. During times of a strengthening U.S. dollar, our reported sales and earnings from our international operations will be reduced because the applicable local currency will be translated into fewer U.S. dollars. The weakening of the European currencies in relation to the U.S. dollar had a negative impact on our revenues in 2002 and, conversely, the strengthening of such currencies in 2003 has had a positive effect on our revenues during the last nine months.

Many OEMs and their suppliers have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled vehicles. For example, strikes by the United Auto Workers led to the shut down of most of GM’s North American assembly plants in June and July 1998. We estimate that this work stoppage at GM’s facilities had an unfavorable impact of approximately $16.7 million on our 1998 revenues. In the event that one or more of our customers experiences a material work stoppage, such work stoppage could have a material adverse effect on our business.

In addition, as of September 30, 2003, approximately 36% of our employees were unionized. We have collective bargaining agreements with several unions including the United Auto Workers, the Canadian Auto Workers, the International Brotherhood of Teamsters and the International Association of Machinists and Aerospace Workers. Virtually all of our unionized facilities in the United States and Canada have separate contracts with the union which represents the workers employed there, with each such contract having an expiration date independent of its other labor contracts. The majority of our European and Mexican employees are members of industrial trade union organizations and confederations within their respective countries. Many of these organizations and confederations operate under national contracts which are not specific to any one employer. As a result, we may encounter strikes, further unionization efforts or other types of conflicts with labor unions or our employees, any of which could have an adverse effect on our operations or may limit our flexibility in dealing with our workforce.

We are required to comply with federal, state, local and foreign laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into soil, air or water; and the health and safety of our workplaces and employees. We are also required to obtain and comply with environmental permits for certain operations. We cannot assure you that we are at all times in complete compliance with such requirements. If we violate or fail to comply with them, we could become the subject of proceedings by enforcement authorities seeking to impose fines and other sanctions. In some instances, such a fine or sanction could be material. In addition, these requirements may become more stringent over time and we cannot assure you that we will not incur material environmental costs or liabilities in the future. We have made and will continue to make capital and other expenditures to comply with environmental requirements.

We are also subject to laws concerning the presence of hazardous substances. Under these laws, we could be held liable for costs and damages, and have obligations imposed on us, relating to contamination at our past or present facilities and at third-party sites to which these facilities sent waste containing hazardous substances. Such liabilities can include the costs of investigating and cleaning up of contamination, damages for toxic torts (including damages to health, wrongful death and loss of property values), and damages to natural resources. Some of our operations involve the storage, handling, generation and disposal of hazardous substances, as did some of the facilities that we (or any predecessors of our subsidiaries) formerly operated. If a release of hazardous substances occurs or is identified at or from any current or former properties or at a landfill or another location where we (or any predecessors of our subsidiaries) have been involved, we may incur liabilities or become subject to obligations that could be material. We have had to incur costs with respect to contamination at such properties in the past; and we are currently conducting a cleanup of contamination at our facility in Brazil and monitoring contamination at certain facilities, including Mancelona, Michigan, Elkhart, Indiana and a former facility in Aurora, Ontario, which could result in material expenditures.

We face an inherent business risk of exposure to product liability claims in the event that the failure of our products to perform to specifications results, or is alleged to result, in property damage, bodily injury and/or death. We cannot assure you that we will not incur significant costs to defend these claims or that we will not experience any material product liability losses in the future. In addition, if any Dura-designed products are or are alleged to be defective, we may be required to participate in a recall involving those products.

Each OEM has its own policy regarding product recalls and other product liability actions relating to its suppliers. However, as suppliers become more integrally involved in the vehicle design process and assume more vehicle assembly functions, OEMs are increasingly looking to their suppliers for contribution when faced with product recalls, product liability or warranty claims. We cannot assure you that the future costs associated with providing product warranties will not be material. A successful product liability claim brought against us in excess of available insurance coverage or a requirement to participate in any product recall may have a material adverse effect on our results of operations or financial condition. In addition, OEMs are also increasingly requiring their outside suppliers to guarantee or warrant their products and bear the costs of repair and replacement of such products under new vehicle warranties. Depending on the terms under which we supply products to an OEM, an OEM may hold us responsible for some or all of the repair or replacement costs of defective products under new vehicle warranties, when the product supplied did not perform as represented.

In late 1994, Ford issued a recall of a series of manual transmission Ford F-Series pickups to repair the self-adjust parking brakes originally manufactured by the brake and cable business of Alkin Co. (which we acquired in August 1994). The type of alleged failures that prompted the F-Series recalls have led to a number of claims and lawsuits filed against Ford, one of which culminated in a July 1998 award of punitive damages against Ford of more than $151.0 million (which was subsequently reduced on appeal to $69.0 million), which Ford appealed. In December 2002, the Ninth Circuit Court of Appeals issued an opinion remanding the case for a new trial on punitive damages because the trial court failed to limit the punitive damages award to a reasonable amount. We may be subject to claims brought directly against us by injured occupants of Ford vehicles and to claims for contribution or indemnification asserted by Ford. The agreement relating to the acquisition of Alkin’s brake and cable business provided that we are liable for (1) claims arising out of accidents that take place on or after August 31, 1994 and (2) other claims to the extent any losses suffered by Alkin relating to such claims are not paid by Alkin’s insurance policies (either because they are not over the deductible amount, because Alkin’s policy limits have been exceeded or because they are not covered by Alkin’s insurance policies for other reasons). We are not presently aware of any other open self-adjusting parking brake claims against Ford with respect to which Ford may elect to seek contribution from us. We have attempted to work with Ford to address the claims arising from the self-adjusting parking brakes and do not believe that these claims have adversely affected our business relationship with Ford.

In June 2000, we settled two product recall matters involving speed control and secondary hood latches manufactured for Ford through a cost sharing agreement with Ford. In connection with the settlement, we paid $40.0 million to resolve Ford’s claims relating to these recalls.

In December 2002, we received a claim from Nissan/ Renault requesting payment for a recall of its Almera and Tino vehicles due to alleged malfunctions of the parking brake mechanism. This recall included approximately 125,000 vehicles manufactured world-wide. We are currently working with Nissan/ Renault to resolve this matter.

We carry insurance for certain legal matters including product liability; however, we no longer carry insurance for warranty matters, as the cost and availability for such insurance, in the opinion of management, is cost prohibitive or not available. We have established reserves for matters that are probable and estimable in amounts management believes are adequate to cover reasonable adverse judgments not covered by insurance; however, we cannot assure you that these reserves will be adequate to cover all warranty matters that could possibly arise. The outcome of the various legal actions and claims that are discussed above or other legal

Changes in legislative, regulatory or industry requirements or competitive technologies may render certain of our products obsolete. Our ability to anticipate changes in technology and regulatory standards and to develop and introduce new and enhanced products successfully on a timely basis will be a significant factor in our ability to grow and to remain competitive. We cannot assure you that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly.

Onex Corporation, Alkin Co. and certain other stockholders associated with Dura or Hidden Creek beneficially own all of our outstanding shares of Class B common stock, representing approximately 51.2% of the combined voting power of our outstanding common stock as of September 30, 2003. Each share of Class B common stock has ten votes, as compared to one vote for each share of Class A common stock. As a result of such stock ownership, these stockholders are able to control the vote on all matters submitted to a vote of the holders of our common stock, including the election of directors, amendments to our restated certificate of incorporation and by-laws and approval of significant corporate mergers. Such consolidation of voting power could also have the effect of delaying, deterring or preventing a change in control of Dura or another transaction that might be otherwise beneficial to you as a debtholder. In addition, certain of the holders of our Class B common stock may prevent us from issuing additional equity in order to maintain their percentage ownership of the Company.

Part of our growth strategy includes pursuing strategic acquisitions and alliances. We cannot assure you that we will be able to consummate acquisitions or alliances in the future on terms acceptable to us, if at all. In addition, we cannot assure you that the integration of any future acquisitions will be successful or that the expected strategic benefits of any future acquisitions or alliances will be realized. Acquisitions may involve a number of special risks, including, but not limited to:


	•	adverse short-term effects on our reported operating results;

	•	diversion of management’s attention;

	•	difficulties assimilating and integrating the operations of the acquired company with our own; and

	•	unanticipated liabilities or contingencies relating to the acquired company.

During the last several years, we have evaluated our worldwide manufacturing capacity utilization and opportunities for cost savings in light of conditions in the North American and European automotive and recreation vehicle markets. As a result of these evaluations, we have taken several actions including closing certain facilities, combining facilities, reducing and consolidating certain support activities and disposing of certain business units. We have recorded restructuring charges and charges related to discontinued operations as a result of these actions over the last several years. For example, we recorded a loss from the sale of our European mechanical assemblies business of approximately $107.4 million in the fourth quarter of 2002, of which a total of approximately $15.0 million is estimated to be paid in cash. Our reported earnings will be reduced in the event that we incur additional charges in the future as a result of any additional restructuring activities undertaken by us.

Numerous raw materials are used in the manufacture of our products. Our principal raw materials include (1) coil steel and resin in mechanism production, (2) metal wire and resin in cable production and (3) glass in window systems. The types of steel we purchase include hot and cold rolled, galvanized, organically coated and aluminized steel. Overall, steel accounted for the most significant component of our raw material costs in 2002. The domestic steel industry has experienced substantial financial instability due to numerous factors, including energy costs and the effect of foreign competition. The prices of our principal raw materials continually fluctuate. Moreover, we may be materially and adversely affected by the failure of our suppliers to perform as expected. In addition, we may be unable to pass on the increased costs of raw materials to our customers. Our inability to pass on increased raw material costs to our customers could adversely affect our business, results of operations and financial condition.

As part of our business strategy, we intend to accelerate our investment in new product and process technologies in an effort to strengthen and differentiate our product portfolio. As a result, we believe that the protection of our intellectual property will become increasingly important to our business. We rely on a combination of patents, trade secrets, trademarks and copyrights to provide protection in this regard, but this protection might be inadequate. For example, our pending or future patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies infringe their proprietary rights. In either case, litigation, which could result in substantial costs and diversion of our efforts, might be necessary, and whether or not we are ultimately successful, the litigation could adversely affect our business.

We have a significant amount of indebtedness. As of September 30, 2003, after giving effect to the offering of outstanding notes and the application of the net proceeds therefrom, we would have had approximately $1,133.4 million of outstanding debt (excluding the fair market value of interest rate swap agreements), and approximately $279.7 million of stockholders’ investment. In addition, on the same as adjusted basis, we would have had $55.25 million of outstanding Trust Preferred Securities, which we expect to reclassify as a long-term liability for accounting purposes upon our adoption of FIN 46. Our ratio of earnings to fixed charges for the nine-month period ended September 30, 2003, on an as adjusted basis after giving effect to the offering of outstanding notes, would have been 1.5x. In addition, Dura may incur substantial additional indebtedness in the future. Our new senior credit facility provides for revolving credit borrowings of up to $175.0 million (which may be increased up to $200.0 million), subject to compliance with certain financial covenants contained therein.

Our indebtedness could have several important consequences to you, including but not limited to the following:


	•	our ability to obtain additional financing in the future for working capital, capital expenditures, potential acquisition opportunities, general corporate purposes or other purposes may be impaired;

	•	fluctuations in market interest rates will affect the cost of our borrowings to the extent not covered by interest rate hedge agreements because a portion of our indebtedness is payable at variable rates;

	•	we are more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;


	•	the debt service requirements of our indebtedness could make it more difficult for us to make payments on the notes;

	•	a substantial portion of our cash flow from operations will be dedicated to the repayment of our indebtedness, including indebtedness we may incur in the future, and will not be available for other purposes, including our operations, capital expenditures and future business opportunities;

	•	there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed; and

	•	we may be more vulnerable to economic downturns, may be limited in our ability to withstand competitive pressures and may have reduced flexibility in responding to changing business, regulatory and economic conditions.

Our ability to service our indebtedness will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors. Certain of these factors are beyond our control. We believe that, based upon current levels of operations, we will be able to meet our debt service obligations when due. Significant assumptions underlie this belief including, among other things, that we will continue to be successful in implementing our business strategy and that there will be no material adverse developments in our business, liquidity or capital requirements. If we cannot generate sufficient cash flow from operations to service our indebtedness and to meet our other obligations and commitments, we might be required to refinance our debt or to dispose of assets to obtain funds for such purpose. There is no assurance that refinancings or asset dispositions could be effected on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of the indenture or our new senior credit facility. In the event that we were unable to refinance our new senior credit facility or raise funds through asset sales, sales of equity or otherwise, our ability to pay principal of, and interest on, the notes would be impaired.

The terms of the indentures governing our outstanding debt securities and our new senior credit facility permit us to incur significant additional indebtedness in the future. If we incur any additional indebtedness that ranks equally with the notes, the holders of the debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our Company. This may have the effect of reducing the amount of proceeds paid to you. As of September 30, 2003, on an as adjusted basis after giving effect to the offering of the outstanding notes and the application of the net proceeds therefrom, secured indebtedness of the Issuer would have been approximately $150.7 million and, as a result of their respective guarantees of our new senior credit facility, secured indebtedness of Parent and the subsidiary guarantors would have been approximately $148.5 million. The secured indebtedness under the new senior credit facility, including any future borrowings under our new revolving credit facility, will effectively rank senior in right of payment to the notes and the guarantees thereof to the extent of the value of the assets securing such debt in the event of any insolvency, liquidation, reorganization, dissolution or other winding-up of our Company. See “Description of other financing arrangements.”

Our ability to make payments on our indebtedness, including the notes, and to fund planned capital expenditures will depend on our ability to generate cash from our operations in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our new senior credit facility will be adequate to meet our future liquidity needs for the foreseeable future.

We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our new senior credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we consummate an acquisition, our debt service requirements could increase. We may need to refinance or restructure all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior credit facility and the notes, on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms, or at all.

The indentures governing our debt securities, including the exchange notes, and the new senior credit facility limit our ability, among other things, to:


	•	incur additional indebtedness;

	•	pay dividends or make certain other restricted payments or investments;

	•	make investments;

	•	sell assets;

	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

	•	create liens.

In addition, our new senior credit facility includes other and more restrictive covenants and prohibits us from prepaying our other indebtedness, including the exchange notes, while indebtedness under the new senior credit facility is outstanding. Our new senior credit facility also requires us to achieve specified financial and operating results and maintain compliance with specified ratios and satisfy other financial condition tests. Our ability to comply with these ratios may be affected by events beyond our control.

The restrictions contained in our new senior credit facility and the indentures governing our debt securities, including the exchange notes, could:


	•	limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our activities or business plans; and

	•	adversely affect our ability to finance our operations, strategic acquisitions, investments or alliances or other capital needs or to engage in other business activities that would be in our interest.

A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in a default under our new senior credit facility. If a default occurs, the lenders under our new senior credit facility may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable and which would result in an event of default under the notes. The lenders will also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to repay outstanding borrowings when due, the lenders under our new senior credit facility will also have the right to proceed against the collateral, including our available cash, granted to them to secure the indebtedness. If the indebtedness under our new senior credit facility and the notes were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full the indebtedness and our other indebtedness, including the notes. See “Description of other financing arrangements,” “Description of notes — Ranking” and “Description of notes — Certain covenants.”

The indebtedness evidenced by the notes is an unsecured obligation of the Issuer and the indebtedness evidenced by the Parent guaranty and the subsidiary guarantees are unsecured obligations of Parent and the subsidiary guarantors, as the case may be. The payment of principal of, premium (if any), and interest on the notes is effectively subordinated in right of payment to all secured indebtedness of the Issuer, including the payment of our senior credit facility. The payment of the Parent guaranty and the subsidiary guarantees are subordinated in right of payment to all secured indebtedness of Parent and the subsidiary guarantors, as the case may be, including Parent’s and the subsidiary guarantors’ respective guarantees of our senior credit facility, in each case to the extent of the value of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding involving us, our assets, which serve as collateral under our new senior credit facility, will be available to satisfy the obligations under any secured debt before any payments are made on the notes. As of September 30, 2003 after giving effect to the offering of the outstanding notes and the application of the net proceeds therefrom, secured indebtedness of the Issuer would have been approximately $150.7 million and, as a result of their respective guarantees of our senior credit facility, secured indebtedness of Parent and the subsidiary guarantors would have been approximately $148.5 million.

The subsidiary guarantors will include only the Issuer’s material domestic subsidiaries. As a result, the notes will be effectively subordinated to all existing and future liabilities (including trade payables) of our non-guarantor subsidiaries. As a result, any right of the Issuer to participate in any distribution of assets of its non-guarantor subsidiaries upon the liquidation, reorganization or insolvency of any such subsidiary (and the consequential right of the holders of the notes to participate in the distribution of those assets) will be subject to the prior claims of such subsidiary’s creditors. For the year ended December 31, 2002, non-guarantor subsidiaries represented approximately 42.3% of our net sales, approximately 25.7% of our operating income and did not provide any cash flow from operating activities. For the nine months ended September 30, 2003, non-guarantor subsidiaries represented approximately 48.9% of our net sales, approximately 54.2% of our operating income and approximately 17.4% of cash flows from operating activities. As of December 31, 2002 and September 30, 2003, non-guarantor subsidiaries represented approximately 52.8% and 55.0%, respectively, of our total assets, had approximately $285.3 million and $258.3 million, respectively, of outstanding current liabilities and had approximately $608.9 million and $554.7 million, respectively, of total liabilities. In addition, the indenture permits, subject to some limitations, these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities that may be incurred by these subsidiaries. For condensed consolidated guarantor and non-guarantor financial information, see note 15 to the condensed consolidated financial statements contained in Dura’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 and note 16 to our consolidated financial statements contained in Dura’s Annual Report on Form 10-K for the year ended December 31, 2002, each of which are incorporated by reference into this prospectus.

Parent has unconditionally guaranteed the notes on an unsecured basis. Parent is a holding company whose sole source of operating income and cash flow is derived from the Issuer and whose only material asset is the Issuer’s capital stock. Accordingly, Parent’s cash flow and ability to service indebtedness, including the ability to pay the interest on and principal of the notes when due, will be dependent upon the earnings and cash flow of, and dividends and distributions from, the Issuer to perform on the Parent guaranty. Any payment of dividends, distributions, loans or advances to the Issuer by our subsidiaries could be subject to restrictions on dividends or repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which its subsidiaries operate. In addition, payments to Issuer by its subsidiaries will be

If either the Issuer or Parent undergoes a “change of control” (as defined in the indenture relating to the notes), we may need to refinance large amounts of our debt, including the notes, our existing senior notes, our senior subordinated notes and borrowings under our new senior credit facility. If a change of control occurs, we must offer to buy back the notes for a price equal to 101% of the notes’ principal amount, plus any interest which has accrued and remains unpaid as of the repurchase date. We would fund any repurchase obligation with our available cash, cash generated from other sources such as borrowings, sales of equity, or funds provided by a new controlling person. However, we cannot assure you that there will be sufficient funds available for any required repurchases of the notes if a change of control occurs. In addition, our new senior credit facility prohibits us from repurchasing the notes after a change of control until we first repay our debt under our new senior credit facility in full. If we fail to repurchase the notes in that circumstance, we will go into default under the indentures governing the notes and our existing senior notes, the indenture governing our senior subordinated notes and our new senior credit facility. Any future debt that we incur may also contain restrictions on repayment which come into effect upon a change of control. If any change of control occurs, we cannot assure you that we will have sufficient funds to satisfy all of our debt obligations. These buyback requirements may also delay or make it harder for others to obtain control of Parent or the Issuer. However, certain other important corporate events, such as leveraged recapitalizations, that would increase the level of our indebtedness, would not necessarily constitute a change of control under the indenture governing the notes. Furthermore, the definition of “change of control” includes a phrase relating to the direct or indirect sale, lease, transfer conveyance or other disposition of “all or substantially all” of our property and assets. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the issuer to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets to another person, entity or group may be uncertain. See “Description of other financing arrangements” and “Description of notes — Repurchase at the option of holders — Change of Control.”

Under the U.S. bankruptcy law and comparable provisions of state fraudulent transfer and conveyance laws, any guarantees of the notes could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it issued the guarantee and incurred the debt obligations thereunder:


	•	issued the guarantee and incurred such obligations with the actual intent of hindering, delaying or defrauding any present or future creditor; or

	•	received less than reasonably equivalent value or fair consideration for the incurrence of such obligation; and either (1) is insolvent or rendered insolvent by reason of such incurrence, (2) is engaged in a business or transaction for which the guarantor’s remaining assets constitute unreasonably small capital, or (3) intends to incur, or believes that it will incur, debts beyond its ability to pay such debts as they mature.

The court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it benefited directly or indirectly from the issuance of the notes.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor may be considered insolvent if:


	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

	•	if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•	it could not pay its debts as and when they become due.

We cannot be certain as to the standard that a court would use to determine whether or not the guarantor was solvent upon issuance of the guarantee or, regardless of the actual standard applied by the court, that the issuance of the guarantee of the notes would not be voided or subordinated to our or any guarantor’s other debt.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only directly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

If the court voided a guarantor’s guarantee, you would no longer have a claim against that guarantor. In addition, the court might direct you to repay any amounts already received from the guarantor. If the court were to void a guarantee, we cannot assure you that funds would be available to pay the notes from another guarantor or from any other source.

This prospectus, including information we have incorporated into this prospectus by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 that are subject to risks and uncertainties. You should not place undue reliance on those statements because they only speak as of the date of this prospectus. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. These statements are based on current expectations and assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include:


	•	the degree to which we are leveraged;

	•	our reliance on major customers and selected models;

	•	the cyclicality and seasonality of the automotive, recreation and specialty vehicle markets;

	•	our ability to continue to implement our business strategy;

	•	general economic or business conditions affecting the automotive industry (which is dependent on consumer spending), either nationally or regionally, being less favorable than expected;

	•	our failure to develop or successfully introduce new products or to obtain business related to new and redesigned models;

	•	pricing pressures from our customers;

	•	increased competition in the automotive components supply market;

	•	unforeseen problems associated with international sales, including gains and losses from foreign currency exchange;

	•	the risk of exposure to product liability, customer warranty and recall claims;

	•	the impact of any labor unrest;

	•	implementation of or changes in the laws, regulations or policies governing the automotive industry that could negatively affect the automotive components supply industry;

	•	changes in general economic conditions or political unrest in the United States, Europe, Canada or Latin America; and

	•	various other factors beyond our control.

All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. You should also read carefully the factors described in the “Risk factors” section of this prospectus.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:


	(1) the exchange notes bear a series B designation and a different CUSIP number from the outstanding notes;

	(2) the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and

	(3) the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions providing for an increase in the interest rate on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and will be entitled to the benefits of the indenture relating to the outstanding notes.

As of the date of this prospectus, $50,000,000 aggregate principal amount of the outstanding notes were outstanding. We have fixed the close of business on , 2004 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. The exchange notes to be issued in the exchange offer will identical to, and will trade as a single series with, our existing $350 million 8 5/8% senior notes due 2012, which were issued pursuant to an indenture dated as of April 18, 2002.

Holders of outstanding notes do not have any appraisal or dissenters’ rights under the General Corporation Law of Delaware or the indenture relating to the notes in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly after the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “— Fees and Expenses.”

The term “expiration date” will mean 5:00 p.m., New York City time, on [ ], 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

In order to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and will mail to the registered holders an announcement thereof, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent or (2) to amend the terms of the exchange offer in any manner. Any announcement of delay in acceptance, extension, termination or amendment will be followed promptly by oral or written notice thereof to the registered holders.

The exchange notes will bear interest from their date of issuance. Holders of outstanding notes that are accepted for exchange will receive, in cash, accrued interest thereon to, but not including, the date of issuance of the exchange notes. Such interest will be paid with the first interest payment on the exchange notes on April 15, 2004. Interest on the outstanding notes accepted for exchange will cease to accrue upon issuance of the exchange notes.

Interest on the exchange notes is payable semi-annually on each April 15 and October 15, commencing on April 15, 2004.

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in ATOP; (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

By executing the letter of transmittal, each holder will make to us the representations set forth therein.

The tender by a holder and our acceptance thereof will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases,

sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program, which we refer to as the “Medallion System”, unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes. To the extent we waive any defect, irregularity or condition of tender as to particular outstanding notes, we will waive such defect, irregularity or condition as to all outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:


	(A) the tender is made through a member firm of the Medallion System;

	(B) prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after such notice is received by the exchange agent, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and

	(C) the properly completed and executed letter of transmittal of facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the date on which the notice of guaranteed delivery relating thereto is received by the exchange agent.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:


	(1) specify the name of the person having deposited the outstanding notes to be withdrawn;

	(2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

	(3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

	(4) specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedures for tendering” at any time prior to the expiration date.

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange notes for, any outstanding notes, and may, prior to the expiration of the exchange offer, delay accepting any outstanding notes tendered or extend, terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if:


	(1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which we reasonably believe might materially impair our ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of our subsidiaries; or

	(2) any law, statute, rule, regulation or interpretation by the Staff of the SEC is proposed, adopted or enacted, which we reasonably believe might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; or

	(3) any governmental approval has not been obtained, which approval we reasonably believe to be necessary for the consummation of the exchange offer as contemplated by this prospectus.

If we determine in our reasonable discretion that any of the conditions are not satisfied, we may (1) refuse to accept any outstanding notes and return all tendered outstanding notes to the tendering holders, (2) extend the exchange offer and retain all outstanding notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders to withdraw the outstanding notes (see “— Withdrawal of tenders”) or (3) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered outstanding notes which have not been withdrawn.

BNY Midwest Trust Company has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery should be directed to the exchange agent addressed as follows:

Delivery to an address other than set forth above will not constitute a valid delivery.

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by our and our affiliates’ officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:


	(1) to us upon redemption thereof or otherwise;

	(2) so long as the outstanding notes are eligible for resale pursuant to Rule 144A, to a person inside the United States whom the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, in accordance with Rule 144 under the Securities Act, or pursuant to another exemption from the registration requirements of the Securities Act, which other exemption is based upon an opinion of counsel reasonably acceptable to us;

	(3) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act; or

	(4) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

With respect to resales of exchange notes, based on interpretations by the Staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the Staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from

registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

This exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus.

The net proceeds from the offering of outstanding notes (after discounts to the initial purchasers and estimated transaction costs) was approximately $48.5 million. We used the net proceeds of the offering of outstanding notes to replenish cash balances used to fund the acquisition of the Creation Group in July 2003. Such cash balances will be available for general corporate purposes, including working capital and capital expenditures.

The following table sets forth as of September 30, 2003: (1) our actual cash and consolidated capitalization and (2) our as adjusted capitalization giving effect to (a) the offering of the outstanding notes and the application of the net proceeds from the offering of the outstanding notes as set forth under “Use of proceeds,” (b) the closing of our new senior credit facility, and (c) the payment of the fees and expenses incurred in connection with each of the foregoing. This table should be read in conjunction with our consolidated financial statements and notes thereof incorporated by reference into this prospectus. See “Incorporation by reference.”


(1)	Amount outstanding as of September 30, 2003 on an as adjusted basis gives effect to the application of the net proceeds from the offering of outstanding notes of $48.5 million minus the fees associated with our new senior credit facility of $2.9 million.

(2)	As of September 30, 2003, rates on borrowings under the existing senior credit facility were 3.61%. Our existing senior credit facility currently provided for revolving credit borrowings of up to $390.0 million, subject to compliance with certain financial covenants, and a term loan of $150.0 million. As of September 30, 2003, we had no outstanding borrowings under our revolving credit facility and $148.5 million under the term loan. Upon completion of the offering of the outstanding notes, we entered into our new senior credit facility that makes available to us revolving credit borrowings of up to $175.0 million, and a term loan of $148.125 million. Upon the closing of the new senior credit facility, we had unused borrowing availability under our new revolving credit facility of approximately $147.2 million.


(3)	Amount outstanding as of September 30, 2003 on an as adjusted basis does not give effect to approximately $0.75 million of principal payments made on the tranche C term loan subsequent to that date. The actual amount outstanding under the tranche C term loan at the time of the closing of the new senior credit facility was $148.125 million.

(4)	As of the date of this prospectus, no amounts were drawn under the new revolving credit facility. As of September 30, 2003, as a result of outstanding letters of credit, the amount of our borrowing availability under our existing revolving credit facility was reduced by approximately $19.9 million.

(5)	In connection with the sale of the existing 8 5/8% senior notes in April 2002, we entered into fixed to floating interest rate swaps with a notional amount of $325.0 million with various financial institutions. At September 30, 2003, these swap contracts had a fair market value based on market quotes of approximately $31.1 million. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” the fair market value of these swap contracts has been reflected on our consolidated balance sheet as of September 30, 2003 as both an asset and long-term indebtedness. Due to the relative liquid nature of this asset, the fair market value of these swap contracts has not been included in the capitalization table.

(6)	Other senior debt includes approximately $15.3 million of foreign subsidiary indebtedness and approximately $2.2 million of capitalized lease obligations.

(7)	In April 1999, the Issuer sold $300.0 million in aggregate principal amount of 9% senior subordinated notes due 2009 and €100.0 million in aggregate principal amount of 9% senior subordinated notes due 2009. In June 2001, the Issuer sold additional 9% senior subordinated notes due 2009 with a principal amount at maturity of $158.5 million. The Euro-denominated notes were translated into U.S. dollars as of September 30, 2003 using a rate of $1.1496 = €1.00. On January 14, 2004, the close of business exchange rate was $1.2654 = €1.00.

(8)	Represents the Trust Preferred Securities issued by the Dura Trust, a wholly owned statutory business trust of Parent, in March 1998. The sole assets of the Dura Trust are approximately $57.0 million principal amount of Parent’s 7 1/2% convertible subordinated debentures due March 31, 2028, such amount being the sum of the stated liquidation preference of the Trust Preferred Securities and the capital contributed by Parent in exchange for the common securities of the Dura Trust. Parent has guaranteed, on a subordinated basis, certain obligations of the Dura Trust under the Trust Preferred Securities. In January 2003, the FASB issued FASB Interpretation No. (“FIN”) 46, “Consolidation of Variable Interest Entities.” This interpretation addresses the consolidation of variable interest entities, including entities commonly referred to as special purpose entities. We are required to apply FIN 46 to all new variable interest entities created or acquired after January 31, 2003. In October 2003, the FASB issued FASB Staff Position (“FSP”) FIN 46-6, “Effective Date of FIN 46, Consolidation of Variable Interest Entities.” FSP FIN 46 extended the required effective date of FIN 46 for variable interest entities created or acquired prior to February 1, 2003. We will be required to apply FIN 46 to such entities effective December 31, 2003. We are currently assessing the impact of the adoption of FIN 46 and believe it will result in a reclassification of our Trust Preferred Securities from the mezzanine section of the balance sheet to other long-term liabilities. In addition, we believe the adoption of FIN 46 will result in a reclassification of “Minority Interest-Dividends on Trust Preferred Securities, net,” from its current classification in the statement of operations to “Interest expense” on a gross basis.

(9)	Amount outstanding as of September 30, 2003 on an as adjusted basis gives effect to the write-off of deferred financing fees associated with the termination of our existing revolving credit facility of $1.9 million, net of tax.

Prior to the completion of the offering of the outstanding notes, the Issuer, Parent and certain specified direct and indirect wholly owned subsidiaries of the Issuer (the “Borrowers”), entered into an amended and restated senior credit facility (the “Senior Credit Facility”) with JPMorgan Chase Bank, Bank of America, N.A. and certain other lenders. The Senior Credit Facility provides for aggregate borrowings of up to approximately $323.125 million in the form of a $148.125 million term loan and a $175.0 million revolving credit facility, which may be increased to up to $200.0 million at the option of the Borrowers with the consent of JPMorgan Chase Bank. This Senior Credit Facility replaced our preexisting senior credit facility which provided for aggregate borrowings of up to approximately $540.0 million in the form of a $150.0 million term loan and a $390.0 million revolving credit facility.

As of September 30, 2003, there was approximately $148.5 million outstanding under our existing senior credit facility in the form of a term loan. A principal payment in the amount of approximately $0.75 million was made on the term loan subsequent to that date. No amounts were drawn under the revolving credit facility as of September 30, 2003. Upon the closing of the new senior credit facility, we had unused borrowing availability under our new revolving credit facility of approximately $147.2 million.

Amounts outstanding under our Senior Credit Facility bear interest, at our option, at a rate per annum equal to either: (1) the alternate base rate (the “Base Rate”) or (2) the eurocurrency rate (the “Eurocurrency Rate”), in each case, plus an applicable margin. The Base Rate is defined as the higher of (x) the rate of interest publicly announced by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City and (y) the federal funds effective rate from time to time plus 0.5%. The Eurocurrency Rate is defined (i) for loans in U.S. dollars, as the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months or, if available to all lenders under the relevant facility, nine or twelve months (as selected by the Borrowers) appearing on Page 3750 of the Telerate screen and (ii) for loans in pounds sterling or euros, as a rate comparable to the rate for such loans under the existing senior credit facility. The applicable margin for the term loan and the revolving credit facility will adjust according to a performance pricing grid based on our ratio of total net indebtedness to EBITDA, ranging from (1) for eurodollar loans, 2.00% to 2.50% and (2) for Base Rate loans, 1.00% to 1.50%.

Borrowings under the term loan will mature in quarterly installments with the final installment due and payable on December 31, 2008. Borrowings under the revolving credit facility will mature not later than the fifth anniversary of the closing of the Senior Credit Facility.

The Senior Credit Facility is secured by a first priority security interest in all existing and after-acquired tangible and intangible assets of the Borrowers and their material subsidiaries, including, without limitation, intellectual property, real property, all of the capital stock owned by the Borrowers and each of their material subsidiaries and any inter-company debt obligations (with exceptions for certain foreign subsidiaries). All of the Borrowers’ obligations under our Senior Credit Facility are fully and unconditionally guaranteed by Parent and all of the Issuer’s material subsidiaries (with exceptions for certain foreign subsidiaries).

Our Senior Credit Facility requires us to meet certain financial tests, including, without limitation: maximum levels of net senior debt as a ratio to EBITDA; minimum interest coverage; maximum levels of net total debt as a ratio to EBITDA; and maximum capital expenditures. Our Senior Credit Facility contains

certain covenants which, among other things, limit: the incurrence of additional indebtedness (including guarantee obligations); investments; loans and advances; dividends and other payments in respect of capital stock; transactions with affiliates; asset sales; mergers and consolidations; liquidations and dissolutions; payments and modifications of certain other indebtedness, swap contracts, use of proceeds, trust preferred stock transactions and certain other material agreements; liens and encumbrances; changes in fiscal year; accounting changes; negative pledge clauses and clauses restricting subsidiary distributions; changes in lines of business; and ERISA events.

Our Senior Credit Facility contains customary events of default, including, without limitation: payment defaults; breaches of representations and warranties; covenant defaults; cross-defaults to certain other indebtedness (including the notes); certain events of bankruptcy and insolvency; certain ERISA events; material judgments; actual or asserted invalidity of any guaranty or security document supporting our Senior Credit Facility to be in full force and effect; subordination provisions or security interests; and change of control of Parent.

The Issuer’s 9% senior subordinated notes were issued (1) in an aggregate principal amount equal to $300 million and €100 million under an indenture dated as of April 22, 1999, among the Issuer, the Guarantors and U.S. Bank Trust National Association, as trustee, and (2) in a principal amount at maturity of $158.5 million under an indenture dated as of June 11, 2001 among the Issuer, the Guarantors and U.S. Bank Trust National Association, as trustee.

The senior subordinated notes mature on May 1, 2009 and bear interest at the rate equal to 9% per annum. Interest is computed on the basis of a 360-day year comprised of twelve thirty day months.

The senior subordinated notes are general unsecured obligations of the Issuer and are subordinated in right of payment to all existing and future senior indebtedness of the Issuer and the Guarantors, including the senior credit facility and the notes. The senior subordinated notes are effectively subordinated to all existing and future liabilities (including liabilities owed to trade creditors) of the non-Guarantor subsidiaries of Parent to the extent of the assets of each non-Guarantor subsidiary. Any right of the Issuer or any of the Guarantors to participate in any distribution of assets of any non-Guarantor subsidiary upon the liquidation, reorganization, or insolvency thereof (and the consequent right of the holder to benefit from those assets) will be subject to the claims of creditors (including trade creditors) of such subsidiary, except to the extent that claims of the Issuer or such Guarantor itself as a creditor of such subsidiary may be recognized, in which case the claims of the Issuer would still be subordinate to any security interest in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by the Issuer or such Guarantor.

The senior subordinated notes may be redeemed at the option of the Issuer after May 1, 2004, upon not less than 30 nor more than 60 days’ notice, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidated damages, if

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the senior subordinated notes.

The indentures relating to the senior subordinated notes provide that, if a change of control occurs, as defined in such indentures, each holder of the senior subordinated notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder’s senior subordinated notes, at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, thereon. The term “change of control” is defined in the indentures relating to the senior subordinated notes to include one or more of the following events:


	(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” other than a Onex DHC LLC, Alkin Co. or J2R Corporation (the “Principals”) or any person related thereto (the “Related Parties”);

	(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

	(3) the consummation of any transaction (including, without limitation, a merger or consolidation) the result of which is that any “person” other than the Principals and their Related Parties becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of the Issuer (measured by voting power rather than number of shares);

	(4) the first day on which a majority of the members of the board of directors of the Issuer are not Continuing Directors, as defined;

	(5) the first day on which Parent ceases to own 100% of the outstanding Equity Interests, as defined, of the Issuer; or

	(6) the Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Issuer or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the voting stock of the Issuer outstanding immediately prior to such transaction is converted into or exchanged for voting stock (other than Disqualified Voting Stock, as defined) of the surviving or transferee person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee person (immediately after giving effect to such issuance).

The indentures relating to the senior subordinated notes contain customary events of default, including, without limitation, payment defaults, covenant defaults, certain cross-defaults to mortgages, indentures or other instruments, certain events of bankruptcy and insolvency, judgment defaults, and failure of any guaranty or security document supporting the senior subordinated notes to be in full force and effect.

The indentures relating to the senior subordinated notes contain covenants for the benefit of the holders of the senior subordinated notes that, among other things, limit the ability of the Issuer and any of its restricted subsidiaries to:


	•	pay dividends or other restricted payments (or allow its restricted subsidiaries


to pay dividends or other restricted payments);


	•	incur indebtedness or issue preferred stock;

	•	incur foreign indebtedness;

	•	incur liens;

	•	merge, consolidate or sell its assets;

	•	enter into transactions with affiliates;

	•	incur additional senior subordinated debt; or

	•	impose restrictions on the ability of a restricted subsidiary to pay dividends or make payments to the Issuer and its restricted subsidiaries.

These limitations are, however, subject to a number of important qualifications and exceptions.

The foregoing summary of the material provisions of the indentures relating to the senior subordinated notes is qualified in its entirety by reference to all of the provisions of these indentures, which have been filed with the SEC. See “Where you can find more information.”

On March 20, 1998, the Dura Trust, a statutory business trust created at the direction of Parent, completed the offering of $55.3 million of its 7 1/2% Trust Preferred Securities resulting in net proceeds of approximately $52.6 million. Parent owns all of the outstanding common securities issued by the Dura Trust. The sole assets of the Dura Trust are the 7 1/2% convertible subordinated debentures due March 31, 2028 issued by Parent in an aggregate principal amount of $57.0 million.

The Trust Preferred Securities are redeemable, in whole or in part, on or after March 31, 2001, and all Trust Preferred Securities must be redeemed on or after March 31, 2028. The Trust Preferred Securities are subject to redemption at the following percentages of the liquidation amount thereof plus accrued and unpaid distributions, if any, to the date fixed for redemption if redeemed during the twelve-month period commencing on March 31, in each of the years indicated:

The Trust Preferred Securities are convertible, at the option of the holder, into Class A common stock of Parent at a rate of 0.5831 shares of Class A common stock for each Trust Preferred Security, which is equivalent to a conversion price of $42.875 per share. The net proceeds of the offering of the Trust Preferred Securities were used to repay outstanding indebtedness. Parent has guaranteed, on a subordinated basis, certain obligations of the Dura Trust under the Trust Preferred Securities.

You can find the definitions of certain terms used in this description under the subheading “Certain definitions.” In this description, the word “Issuer” refers only to Dura Operating Corp. and not to any of its subsidiaries.

The Issuer issued the outstanding notes and will issue the exchange notes under the existing indenture (the “Indenture”), dated as of April 18, 2002, governing its currently outstanding 8 5/8% senior notes which were issued in April 2002 (the “existing senior notes”) among itself, the Guarantors and BNY Midwest Trust Company, as trustee (the “Trustee”). The terms of the exchange notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The following description is a summary of the material provisions of the Indenture. It does not restate the agreement in its entirety. We urge you to read the Indenture because it, and not this description, define your rights as holders of the exchange notes. A copy of the Indenture is available as set forth above under “Where you can find more information.” Certain defined terms used in this description but not defined below under “— Certain definitions” have the meanings assigned to them in the Indenture.

As of the date of the Indenture, all of the Issuer’s material domestic subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “— Certain covenants—Designation of Restricted and Unrestricted Subsidiaries,” the Issuer is permitted to designate certain of its subsidiaries as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture. Unrestricted Subsidiaries will not guarantee the exchange notes.


	•	are general unsecured, senior obligations of the Issuer;

	•	are being issued in the aggregate principal amount of $50.0 million;

	•	are pari passu in right of payment with all existing and any future unsecured, senior Indebtedness of the Issuer and senior in right of payment to all existing and future subordinated Indebtedness of the Issuer; and

	•	are unconditionally guaranteed on a senior unsecured basis by the Guarantors.

The notes are guaranteed by all of the material Domestic Restricted Subsidiaries of the Issuer.


	•	is a general unsecured, senior obligation of the Guarantor;

	•	is senior in right of payment to all existing and future subordinated Indebtedness of the Guarantor; and

	•	is pari passu in right of payment with all existing and any future senior unsecured Indebtedness of the Guarantor.

Not all of our Subsidiaries guarantee the notes, the existing senior notes or the Existing Senior Subordinated Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, these non-Guarantor Subsidiaries will pay the holders of their debts and their trade creditors before they will be able to distribute any of their assets to us. See “Risk factors — Risks related to the notes — The notes will be structurally subordinate to indebtedness of our subsidiaries that are not guarantors of the notes.”

The Indenture provides for the issuance by the Issuer of notes, of which $50 million were issued in the offering of outstanding notes as “Additional notes.” The Issuer had previously issued $350 million principal amount of senior notes under the Indenture. The Issuer may issue additional notes under the Indenture, in each case from time to time. Any offering of additional notes is subject to the covenant described below under the caption “— Certain covenants — Incurrence of Indebtedness and issuance of preferred stock.” The existing senior notes, the outstanding notes and any additional notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. For all purposes in this “Description of notes” unless expressly stated otherwise, the term “notes” shall include references to existing senior notes, the outstanding notes, the exchange notes and any additional notes issued under the Indenture.

The exchange notes will be issued in fully registered form, without coupons, in denominations of $1,000 and integral multiples thereof. The notes will mature on April 15, 2012.

Interest on the exchange notes accrues at the rate of 8 5/8% per annum and will be payable semi-annually in arrears on April 15 and October 15, commencing on April 15, 2004. The Issuer will make each interest payment to the holders of record on the immediately preceding April 1 and October 1.

Interest on the exchange notes will accrue from October 15, 2003. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments of principal, premium and Liquidated Damages, if any, and interest will be made at the corporate trust office of the Paying Agent in New York City by United States dollar check drawn on, or, if a holder has given wire instructions to the Issuer, by wire transfer to a United States dollar account maintained by the holder with a bank located in New York City. If a payment date is not a Business Day (as defined in the Indenture) at a place of payment, payment may be made at that place on the next succeeding Business Day and no interest shall accrue for the intervening period.

The Trustee will initially act as principal Paying Agent and Registrar at its corporate trust offices in The City of New York, State of New York. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders, and the Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

A holder may transfer or exchange the notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

The Subsidiary Guarantors will jointly and severally guarantee, on a senior unsecured basis, the Issuer’s obligations under the notes. Each Subsidiary Guaranty will be pari passu in right of payment to all other senior, unsecured Indebtedness of that Guarantor and senior to all subordinated Indebtedness of that Guarantor. The obligations of each Subsidiary Guarantor under its Subsidiary Guaranty are limited as necessary to prevent that Subsidiary Guaranty from constituting a fraudulent conveyance under applicable law. See “Risk factors — Risks related to the notes — Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.”

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless:


	(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

	(2) either:


	(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, its Subsidiary Guaranty and the registration rights agreements pursuant to supplemental indenture and appropriate collateral documents satisfactory to the Trustee; or

	(b) the Net Proceeds of such sale or other disposition are applied in accordance with the “Asset Sale” provisions of the Indenture.


	(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the Restricted Subsidiary applies the Net Proceeds of that sale or other disposition in accordance with the “Asset Sale” provisions of the Indenture;

	(2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the Issuer applies the Net Proceeds of that sale in accordance with the “Asset Sale” provisions of the Indenture;

	(3) if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary;

	(4) if that Guarantor ceases to guarantee, pledge any of its assets or otherwise provide direct or indirect credit support for any Indebtedness or other obligations of the Parent, the Issuer or any Restricted Subsidiary; or

	(5) in connection with the sale, disposition or transfer of all of the assets of a Guarantor to another Guarantor or the Issuer.

The notes will be unconditionally guaranteed, on a senior unsecured basis, by Parent (the “Parent Guaranty”). The Parent Guaranty is pari passu in right of payment to all other senior unsecured Indebtedness of Parent and senior to all subordinated Indebtedness of Parent. Parent may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate or merge with or into (whether or not Parent is the Surviving Person) another Person unless immediately after giving effect to that transaction, no Default or Event of Default exists and the Person acquiring the property in any such sale or disposition or the person formed by or surviving any such consolidation or merger assumes all obligations of Parent under the Indenture and the registration rights agreement pursuant to supplemental indenture and appropriate collateral documents satisfactory to the Trustee. The Parent Guaranty shall be released if the Parent has no outstanding Indebtedness and does not guarantee, pledge any of its assets to secure or otherwise provide any direct or indirect credit support for any Indebtedness or other obligations of the Issuer or any Restricted Subsidiary.

The payment of principal, interest and premium and Liquidated Damages, if any, on the notes will be unsecured senior obligations of the Issuer, Parent and the Guarantors, respectively, ranking senior in right of payment to all existing and future subordinated Indebtedness, including the Existing Senior Subordinated

As of September 30, 2003, after giving effect to the offering of the outstanding notes and the application of the net proceeds therefrom, the aggregate amount of outstanding Indebtedness of the Issuer and its Subsidiaries would have been approximately $1,133.4 million (excluding the fair market value of interest rate swap agreements), of which $567.4 million would have been subordinated in right of payment to the notes and the related Subsidiary Guarantees, and approximately $150.7 million would have been secured Indebtedness of the Issuer or its Subsidiaries, effectively ranking senior to the notes and the related Guarantees to the extent of the assets securing such Indebtedness.

The notes and the related Guarantees will be structurally subordinate to the liabilities, including trade payables, of the Issuer’s Subsidiaries that are not guarantors. As of September 30, 2003, after giving effect to the offering of the outstanding notes and the application of the net proceeds therefrom, Subsidiaries of the Issuer that are not guarantors would have had approximately $554.7 million of total liabilities (including trade payables). See “Risk factors—Risks related to the notes—The notes will be structurally subordinate to all indebtedness of our subsidiaries that are not guarantors of the notes.”

At any time prior to April 15, 2005, the Issuer may redeem up to 35% of the aggregate principal amount of the notes (calculated after giving effect to any issuance of additional notes under the Indenture) at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:


	(1) at least 65% of the aggregate principal amount of the notes remain outstanding immediately after the occurrence of each such redemption (excluding notes held by Parent, the Issuer and their respective Subsidiaries); and

	(2) the redemption must occur within 90 days of the date of the closing of any such Equity Offering.

Except pursuant to the preceding paragraph, the notes will not be redeemable at the Issuer’s option prior to April 15, 2007. The Issuer is not prohibited, however, from acquiring the notes by means other than a redemption, whether pursuant to an issuer tender or otherwise, assuming such acquisition does not otherwise violate the terms of the Indenture.

After April 15, 2007, the Issuer may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on April 15 of the years indicated below:

The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder’s notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase. Within 30 days following any Change of Control, unless the Issuer has exercised its right to redeem the notes as described under “— Optional redemption,” the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.


	(1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

	(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

	(3) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Issuer.

The Paying Agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, the Issuer will either repay all secured Indebtedness outstanding under the Credit Agreement or obtain the requisite consents, if any, under the Credit Agreement to permit the repurchase of notes required by this covenant. If the Issuer does not obtain such consents or repay such borrowings, the Issuer will be prohibited from purchasing the notes. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Issuer and its

Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:


	(1) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Issuer);

	(2) such fair market value is determined by the Issuer’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and

	(3) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:


	(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any related Subsidiary Guaranty) that are expressly assumed by the transferee of any such assets;

	(b) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days after the consummation of such Asset Sale (to the extent of the cash received in that conversion); and

	(c) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale; provided that the aggregate fair market value (as determined above) of such Designated Noncash Consideration, taken together with the fair market value at the time of receipt of all other Designated Noncash Consideration received pursuant to this clause (c) less the amount of Net Proceeds previously realized in cash from prior Designated Noncash Consideration is less than 5.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may apply such Net Proceeds at its option:


	(1) to repay the Issuer’s secured Indebtedness (other than subordinated Indebtedness) under the Credit Agreement and, if such Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

	(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

	(3) to make a capital expenditure;

	(4) to acquire other long-term assets that are used or useful in a Permitted Business;

	(5) any combination of the foregoing; and/or

	(6) to redeem the notes with the Net Proceeds of such Asset Sale pursuant to any of the provisions described above under the caption “Optional redemption.”

Pending the final application of any such Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict.

The Credit Agreement currently prohibits the Issuer from purchasing any notes, and also provides that certain change of control or asset sale events with respect to the Issuer would constitute a default under the Credit Agreement. Any future credit agreements may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when the Issuer is prohibited from purchasing notes, the Issuer could seek the consent of its Credit Facility lender to the purchase of notes or could attempt to refinance the Credit Facility to eliminate such prohibition. If the Issuer does not obtain such a consent or repay such borrowings, the Issuer will remain prohibited from purchasing notes. In such case, the Issuer’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the holders of notes.

If less than all of the notes are to be redeemed at any time, the Trustee will select notes for redemption as follows:


	(1) if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

	(2) if the notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


	(1) declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer or to the Issuer or a Restricted Subsidiary of the Issuer);

	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the notes or the related Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

	(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:


	(a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and


	(b) the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and issuance of preferred stock;” and

	(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the 9% Notes’ Original Issue Date (excluding Restricted Payments permitted by clauses (2), (3) and (4) of the next succeeding paragraph), is less than the sum, without duplication, of:


	(i) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the 9% Notes’ Original Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

	(ii) 100% of the aggregate net cash proceeds or fair market value of Productive Assets received by the Issuer since the 9% Notes’ Original Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer); plus

	(iii) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (A) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (B) the initial amount of such Restricted Investment; plus


	(iv) without duplication of any amounts included in clause (ii) above, 100% of the aggregate Net Cash Proceeds or the fair market value of Productive Assets received by the Issuer as common equity contributions by a holder of the Equity Interests of the Issuer (excluding any net cash proceeds from an equity contribution which has been financed, directly or indirectly using funds (A) borrowed from the Issuer or any of its Subsidiaries, unless and until and to the extent such borrowing is repaid or (B) contributed, extended, guaranteed or advanced by the Issuer or by any of its Subsidiaries); plus

	(v) any dividends paid in cash or Productive Assets received by the Issuer or a Restricted Subsidiary of the Issuer after the 9% Notes’ Original Issue Date from any Unrestricted Subsidiary to the extent that such dividends were not otherwise included in Consolidated Net Income; plus

	(vi) to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the date of the Indenture, the fair market value of the Issuer’s Investment in such Subsidiary (which consists of cash or Productive Assets) as of the date of such redesignation.

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:


	(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration, such payment would have complied with the provisions of the Indenture;

	(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Parent, the Issuer or any Guarantor or of any Equity Interests of Parent, the Issuer or any Restricted Subsidiary in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c)(iii) of the preceding paragraph;

	(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Issuer or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

	(4) the payment of any dividend by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis;

	(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent, the Issuer or any Restricted Subsidiary of the Issuer held by any employee, officer or director (in each case either current or former) of the Issuer (or any of its Restricted Subsidiaries’) pursuant to any management equity subscription agreement or stock plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $5.0 million in any twelve-month period;

	(6) cash dividends or loans from the Issuer to Parent for the purpose of permitting Parent to pay its ordinary operating expenses (including, without limitation, directors’ fees, indemnification obligations, professional fees and expenses, etc.) in an aggregate amount not to exceed $5.0 million in any twelve-month period;

	(7) payments to Parent not to exceed $100,000 in any fiscal year, solely to enable Parent to make payments to holders of its Capital Stock in lieu of issuance of fractional shares of its Capital Stock;

	(8) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

	(9) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) issued after the 9% Notes’ Original Issue Date;


	provided that, at the time of such issuance, the Issuer, after giving effect to such issuance on a pro forma basis, would have had a Fixed Charge Coverage Ratio of at least 2.0 to 1.0;

	(10) other Restricted Payments in an aggregate amount not to exceed $10.0 million since the 9% Notes’ Original Issue Date;

	(11) the distribution, as a dividend or otherwise, of shares of Capital Stock of any Unrestricted Subsidiary of the Issuer;

	(12) cash dividends or loans from the Issuer to Parent in amounts equal to amounts required for Parent to pay franchise taxes and Federal, state and local taxes to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries;

	(13) dividends from the Issuer to Parent in an amount sufficient to pay dividends on the 7 1/2% Convertible Trust Preferred Securities due 2028 that were outstanding on the issue date of the existing senior notes;

	(14) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness from Net Proceeds to the extent not prohibited under “— Asset Sales”; and

	(15) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Issuer following a Change of Control after the Issuer shall have complied with the provisions under “— Change of Control,” including payment of the applicable Change of Control Payment.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, the Issuer shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if, in each case, the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant does not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


	(1) the incurrence by the Issuer and any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed $550.0 million


	less the aggregate amount of all Net Proceeds of Asset Sales applied by the Issuer or any of its Restricted Subsidiaries to repay any Indebtedness under the Credit Facilities and to effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption “— Repurchase at the option of holders — Asset Sales;”

	(2) the incurrence by the Issuer and its Restricted Subsidiaries of the Existing Indebtedness;

	(3) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the existing senior notes and the related Guarantees issued on April 18, 2002 and the exchange notes issued in exchange therefor and the related Guarantees issued pursuant to the registration rights agreement dated as of April 18, 2002;

	(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Issuer or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed 5% of Total Assets at any time outstanding;

	(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), or (10) of this paragraph;

	(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries; provided, however, that:


	(a) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of the Issuer, or the Guaranty of such Guarantor, in the case of a Guarantor; and

	(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof; shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Subsidiary, as the case may be, that was not permitted by this clause (6);


	(7) the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding or to hedge exposure to foreign currency fluctuations or commodity price risk with respect to any commodity purchases;

	(8) (a) the guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or a Guarantor that was permitted to be incurred by another provision of this covenant; and


	(b) the guarantee by any Restricted Subsidiary of the Issuer that is not a Guarantor of Indebtedness of another Restricted Subsidiary of the Issuer that is not a Guarantor that was permitted to be incurred by another provision of this covenant;

(9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock: provided, in each such case, that the amount thereof is included in Fixed Charges of the Issuer as accrued;


	(10) the incurrence by the Issuer or any of the Restricted Subsidiaries of additional Indebtedness or Disqualified Stock in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (10), not to exceed $50.0 million;

	(11) the incurrence by the Issuer’s Unrestricted Subsidiaries of Non-Recourse Debt, provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer that was not permitted by this clause (11);

	(12) the incurrence of Indebtedness (including letters of credit) in respect of workers’ compensation claims, self-insurance obligations, performance, surety, bid or similar bonds and completion guarantees provided by the Issuer or one of its Restricted Subsidiaries in the ordinary course of business and consistent with past practices;

	(13) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;

	(14) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is Non-Recourse Debt (except for Standard Securitization Undertakings) with respect to the Issuer and its other Restricted Subsidiaries;

	(15) Indebtedness of the Issuer evidenced by promissory notes subordinated to the notes and the exchange notes issued to employees of the Issuer and its Subsidiaries in lieu of cash payment for at any time Equity Interest of Parent being repurchased from such employees; provided that the aggregate amount of such Indebtedness does not exceed $5.0 million at any one time outstanding;

	(16) guarantees of Indebtedness of any other person incurred by the Issuer or a Restricted Subsidiary in the ordinary course of business in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;

	(17) Indebtedness consisting of take-or-pay obligations contained in supply agreements entered into by the Issuer or its Subsidiaries in the ordinary course; and

	(18) Any Indebtedness of a Restricted Subsidiary of the Issuer that is not a Guarantor that is not prohibited by the covenant described below under the caption “— Limitation on foreign Indebtedness.”

The Issuer will not incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer unless such Indebtedness is also contractually subordinated in right of payment to the notes on substantially identical terms; provided, however, that no Indebtedness of the Issuer will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by virtue of being unsecured.

The Indebtedness represented by the notes will be incurred by the Issuer under the first paragraph of this covenant.

The Issuer will not permit any Restricted Subsidiary of the Issuer that is not a Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless:


	(1) after giving effect to the incurrence of such Indebtedness and the receipt of the application of the proceeds thereof:


	(a) if, as a result of the incurrence of such Indebtedness such Restricted Subsidiary will become subject to any restriction or limitation on the payment of dividends or the making of other distributions,


	(i) the Fixed Charge Coverage Ratio of Restricted Subsidiaries that are not guarantors (determined on a pro forma basis for the last four fiscal quarters for which financial statements are available at the date of determination) is greater than 2.5 to 1.0; and

	(ii) the Issuer’s Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal quarters of the Issuer for which financial statements are available at the date of determination) is greater than 2.0 to 1.0; and


	(b) in any other case, the Issuer’s Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal quarters of the Issuer for which financial statements are available at the date of determination) is greater than 2.0 to 1.0; and


	(2) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness.

In the event that any Indebtedness incurred pursuant to clause (1)(b) of the foregoing paragraph is proposed to be amended, modified or otherwise supplemented such that the payment of dividends or the making of other distributions becomes subject in any manner to any restriction or limitation, the Issuer will not permit the Restricted Subsidiary to so amend, modify or supplement such Indebtedness unless such Indebtedness could be incurred pursuant to the terms of clause (1)(a) of the foregoing paragraph.

All calculations required under the prior two paragraphs hereof shall be made in a manner consistent with the calculations required under the covenant described under “Incurrence of Indebtedness and issuance of preferred stock.”

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens without making, or causing such Subsidiary to make, effective provision for securing the notes or, in respect of Liens on any Guarantor’s property or assets, any Guarantee of such Guarantor, (x) equally and ratably with such Indebtedness as to such property or assets for so long as such Indebtedness will be so secured or (y) in the event such Indebtedness is subordinated Indebtedness, prior to such Indebtedness as to such property or assets for so long as such Indebtedness will be so secured.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:


	(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

	(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

	(3) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:


	(1) Existing Indebtedness as in effect on the date of the Indenture;

	(2) the Indenture, the notes and the Guarantees;

	(3) Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor in compliance with the provisions set forth under the caption “— Limitation on foreign Indebtedness;”

	(4) applicable law, regulation or order;

	(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;

	(6) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

	(7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;

	(8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

	(9) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;

	(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

	(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

	(12) customary provisions in agreements with respect to Permitted Joint Ventures;

	(13) Indebtedness incurred after the date of the Indenture in accordance with the terms of the Indenture; provided that the restrictions contained in the agreements governing such new Indebtedness are, in the good faith judgment of the Board of Directors of the Issuer, not materially less favorable, taken as a whole, to the holders of the notes than those contained in the agreements governing Indebtedness outstanding on the date of the Indenture;

	(14) any encumbrance or restriction of a Securitization Entity effected in connection with a Qualified Securitization Transaction; and

	(15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, no more restrictive with respect to such dividend and other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or


	(1) either: (a) the Issuer is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia;

	(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the notes, the Indenture and the registration rights agreement governing the notes issued hereby pursuant to agreements reasonably satisfactory to the Trustee;

	(3) immediately after such transaction no Default or Event of Default exists; and

	(4) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and issuance of preferred stock.”

In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This “Merger, consolidation or sale of assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and any of the Guarantors.

The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:


	(1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

	(2) the Issuer delivers to the Trustee:


	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Issuer or the relevant Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:


	(1) any employment agreement entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Issuer or such Restricted Subsidiary;

	(2) transactions between or among the Issuer and/or its Restricted Subsidiaries;

	(3) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Issuer;

	(4) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Issuer; and

	(5) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “— Restricted Payments”;

	(6) providing indemnity to officers, directors, or employees of the Issuer or any of its Subsidiaries as determined in good faith by the Board of Directors of the Issuer;

	(7) the payment of customary management, consulting and advisory fees and related expenses to Hidden Creek Industries or its affiliates consistent with past practices, including, without limitation, in connection with acquisitions, divestitures or financings by Parent, the Issuer or any of the Issuer’s Restricted Subsidiaries;

	(8) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any agreement to which it is a party as of the date of the Indenture, and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of the Indenture shall only be permitted by this clause to the extent that the terms of any such amendment or similar agreement are not disadvantageous to the holders in any material respect;

	(9) transactions effected as part of a Qualified Securitization Transaction;

	(10) transactions with customers, joint venture partners, clients and suppliers, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer;

	(11) the grant of stock options, restricted stock or similar rights to the Issuer’s employees, directors and consultants pursuant to plans approved by the Board of Directors of the Issuer; and

	(12) loans or advances to employees or consultants in the ordinary course of business and consistent with past practices, which are approved by a majority of the Board of Directors of the Issuer in good faith.

If the Issuer or any of its Restricted Subsidiaries acquires or creates another material Domestic Restricted Subsidiary after the dates of the Indenture and the newly acquired or created material Domestic Restricted Subsidiary Guarantees any obligations under any Credit Facility, then that newly acquired or created Domestic Restricted Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it guaranteed any obligation under any of the Credit Facilities. If any Subsidiary that is not a Guarantor at any time guarantees Indebtedness of the Issuer or a Guarantor, the Issuer will cause such Subsidiary to simultaneously execute and deliver a supplemental indenture providing for the guaranty of the payment of the notes by such Subsidiary.

The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an

Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will either reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “— Restricted Payments” or reduce the amount available for future Investments under one or more clauses of the definition of Permitted Investments, as the Issuer shall determine. That designation will only be permitted if such Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

The Issuer and Parent will not, and will not permit any of their Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes issued thereunder unless such consideration is offered to be paid and is paid to all holders of such notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Whether or not required by the SEC, so long as any notes are outstanding, the Issuer will furnish to the holders of notes, within five days of filing such reports with the SEC:


	(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

	(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports.

In addition, following the consummation of the exchange offer, whether or not required by the SEC, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer and the Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Reports and other filings made by Parent that include all of the information referred to in clauses (1) and (2) above with respect to Parent and its consolidated subsidiaries shall be deemed to satisfy the obligations of the Issuer and/or the Guarantors set forth above as long as such reports and filings include the information required by Rule 3-10 of Regulation S-X; provided that Parent does not have any business operations other than those conducted through the Issuer.


	(1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, any notes;

	(2) default in payment when due of the principal of, or premium, if any, on the notes;

	(3) failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described under the caption “— Certain covenants — Merger, consolidation or sale of assets;”


	(4) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture;

	(5) default under any mortgage, indenture or instrument under which there is issued and outstanding any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default:


	(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

	(b) results in the acceleration of such Indebtedness prior to its express maturity;


	and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, aggregates $20.0 million or more;


	(6) failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million, which judgments are not paid, vacated, discharged, stayed or non-appealable for a period of 60 days, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

	(7) except as permitted by the Indenture, any Guaranty shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guaranty or Parent, or any Person acting on behalf of Parent, shall deny or disaffirm its obligations under the Parent Guaranty; and

	(8) certain events of bankruptcy or insolvency with respect to Parent, the Issuer or any of its Significant Subsidiaries.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes under the Indenture (including the existing senior notes) will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then-outstanding notes under the Indenture (including the existing senior notes) may declare all the notes thereunder to be due and payable immediately.

Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then-outstanding notes under the Indenture (including the existing senior notes) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest.

The holders of a majority in aggregate principal amount of the notes then outstanding under the Indenture (including the existing senior notes) by notice to the Trustee may on behalf of the holders of all such notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, such notes.

The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No director, officer, employee, incorporator or stockholder of Parent, the Issuer or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the notes, the Indenture, the Subsidiary Guarantees, the Parent Guaranty or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Under the Indenture, the Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to any outstanding notes under the Indenture and all obligations of the Guarantors discharged with respect to their Guarantees (“Legal Defeasance”) except for:


	(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below;

	(2) the Issuer’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

	(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and the Guarantor’s obligations in connection therewith; and

	(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the notes.


	(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on such outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to maturity or to a particular redemption date;

	(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

	(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the holders of such outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant


	Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

	(4) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

	(6) the Issuer must have delivered to the Trustee an Opinion of Counsel to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no holder is an “insider” of the Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; and

	(7) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of such notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others.

Except as provided in the next three succeeding paragraphs, neither the Indenture nor the notes issued thereunder may be amended or supplemented without the consent of the holders of at least a majority in principal amount of the notes (including the existing senior notes) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the Indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each applicable holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):


	(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

	(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the option of holders”);

	(3) reduce the rate of or change the time for payment of interest on any note;

	(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

	(5) make any note payable in money other than that stated in the notes;

	(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes;

	(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the option of holders”);


	(8) release any Guarantor from any of its obligations under its Guaranty or the Indenture, except in accordance with the terms of such Indenture;

	(9) make any change in the preceding amendment and waiver provisions; or

	(10) contractually subordinate any note or any Guaranty to any other Indebtedness or other obligations of the Issuer or any Guarantor.

Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the Trustee may amend or supplement either Indenture or the notes:


	(1) to cure any ambiguity, defect or inconsistency;

	(2) to provide for uncertificated notes in addition to or in place of certificated notes;

	(3) to provide for the assumption of the Issuer’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets;

	(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any such holder; or

	(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:


	(a) all notes that have been authenticated (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation; or

	(b) all notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of such holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;


	(2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

	(3) the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

	(4) the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all applicable conditions precedent to satisfaction and discharge have been satisfied.

If the Trustee becomes a creditor of the Issuer or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the then-outstanding notes under the Indenture (including the existing senior notes) will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.


	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.


	(1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales or leases in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “— Repurchase at the option of holders — Change of Control” and/or the provisions described above under the caption “— Certain covenants — Merger, consolidation or sale of assets” and not by the provisions of the Asset Sale covenant; and

	(2) the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:


	(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $5.0 million;

	(2) a transfer of assets between or among the Issuer and its Restricted Subsidiaries;


	(3) an issuance of Equity Interests by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary;

	(4) the sale, lease or license of property, plant, equipment, inventory, accounts receivable or other assets in the ordinary course of business;

	(5) the sale or other disposition of cash or Cash Equivalents;

	(6) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “— Certain covenants — Restricted payments;”

	(7) the licensing of intellectual property; and

	(8) sales of receivables and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the fair market value thereof, including consideration in the amount specified in the proviso to the definition of Qualified Securitization Transaction.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.


	(1) with respect to a corporation, the board of directors of the corporation;

	(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

	(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.


	(1) in the case of a corporation, corporate stock;

	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

	(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.


	(1) United States dollars;

	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition;

	(3) certificates of deposit and eurodollar time deposits with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight


	bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thompson Bank Watch Rating of “B” or better;

	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

	(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Service and in each case maturing within twelve months after the date of acquisition;

	(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and

	(7) Indebtedness with a rating of “A” or higher from Standard & Poor’s Rating Service or “A-2” or higher from Moody’s Investors Service, Inc.


	(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a Principal;

	(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

	(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares;

	(4) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors;

	(5) the first day on which Parent ceases to own 100% of the outstanding Equity Interests of the Issuer; or

	(6) the Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:


	(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

	(2) provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus


	(3) consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

	(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash items (excluding any such non-cash items to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash items were deducted in computing such Consolidated Net Income; minus

	(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash items of, a Subsidiary of the Issuer shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Issuer only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Issuer by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:


	(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Restricted Subsidiary thereof;

	(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

	(3) the Net Income or loss of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; and

	(4) the cumulative effect of a change in accounting principles shall be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who:


	(1) was a member of such Board of Directors on the date of the Indenture; or

	(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of March 19, 1999, by and among the Issuer, Parent and various direct and indirect wholly owned Subsidiaries of Parent and Bank of America, N.A. as a lender and as agent, and certain other lenders, including any related notes,

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other long-term indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means any non-cash consideration (other than non-cash consideration that would constitute a Restricted Investment) received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate executed by the principal executive officer and the principal financial officer of the Issuer or such Restricted Subsidiary. Such Officers’ Certificate shall state the basis of such valuation, which shall be a report of a nationally recognized investment banking firm with respect to the receipt in one or a series of related transactions of Designated Noncash Consideration with a fair market value in excess of $5.0 million.

“Designated Preferred Stock” means preferred stock that is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate executed by the principal executive officer and the principal financial officer of the Issuer, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (4)(c)(ii) of the first paragraph under the caption “Certain covenants — Restricted payments.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a Change of Control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain covenants — Restricted payments.”

“Domestic Restricted Subsidiary” means any Restricted Subsidiary that was formed under the laws of the United States or any state thereof or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means an offering by Parent or the Issuer of shares of its Common Stock (however designated and whether voting or non-voting) and any and all rights, warrants or options to acquire such Common Stock; provided that, in the event of any Equity Offering by Parent, Parent contributes to the common equity capital of the Company (other than as Disqualified Stock) the net cash proceeds of such Equity Offering.

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Issuer and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on April 18, 2002, until such amounts are repaid.

“Existing Senior Subordinated Notes” means the Issuer’s Series A 9% Senior Subordinated Notes due 2009, Series B 9% Senior Subordinated Notes due 2009, Series C 9% Senior Subordinated Notes due 2009 and Series D 9% Senior Subordinated Notes due 2009.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:


	(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

	(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

	(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or any one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any one of its Restricted Subsidiaries, whether or not such guaranty or Lien is called upon; plus

	(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local effective tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person and its Restricted Subsidiaries for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.


	(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act (giving effect to any Pro Forma Cost Savings), but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

	(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and

	(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which were in effect as of the 9% Notes’ Original Issue Date.

“Guaranty” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.


	(1) Parent; Universal Tool & Stamping Company Inc.; Dura Automotive Systems Cable Operations, Inc.; Adwest Electronics, Inc.; Dura Automotive Systems of Indiana, Inc.; Atwood Automotive Inc.; Atwood Mobile Products, Inc.; Dura G.P.; Creation Group Holdings, Inc.; and Creation Group, Inc.

	(2) any other subsidiary that executes a Guaranty in accordance with the provisions of the Indenture; and their respective successors and assigns.

	“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

	(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

	(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency values or commodity prices.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:


	(1) borrowed money;

	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

	(3) banker’s acceptances;

	(4) representing Capital Lease Obligations;

	(5) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

	(6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any indebtedness of any other Person.


	(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

	(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations),

advances or capital contributions (excluding commissions, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain covenants — Restricted payments.” The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain covenants — Restricted payments.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages owing pursuant to the registration rights agreements entered into in connection with the offering of the existing senior notes and in connection with the offering of the outstanding notes between the Issuer, the Guarantors and the respective initial purchasers party thereto.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:


	(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

	(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than under the Credit Agreement, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“9% Notes’ Original Issue Date” means April 22, 1999, the date of issuance of the Issuer’s outstanding Series A 9% Senior Subordinated Notes due 2009.


	(1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

	(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

	(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means the business conducted by the Issuer and its Restricted Subsidiaries on April 18, 2002 and businesses reasonably related thereto.


	(1) any Investment in the Issuer or in a Restricted Subsidiary;

	(2) any Investment in Cash Equivalents;

	(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:


	(a) such Person becomes a Restricted Subsidiary of the Issuer; or

	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated onto, the Issuer or a Restricted Subsidiary of the Issuer;


	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the option of holders — Asset Sales”;

	(5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or Parent;

	(6) Hedging Obligations;

	(7) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding not to exceed the greater of (x) $50.0 million and (y) 5.0% of Total Assets;

	(8) Investments existing on the date of the Indenture and any amendment, modification, restatement, supplement, extension, renewal, refunding, replacement, refinancing, in whole or in part, thereof;

	(9) any Investment by the Issuer or a Subsidiary of the Issuer in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a Purchase Money note or any equity interest;

	(10) Investments in Permitted Joint Ventures of up to $25.0 million outstanding at any one time;

	(11) Investments in Unrestricted Subsidiaries an amount at any one time outstanding not to exceed $10.0 million; and


	(12) Investments in securities of trade creditors or customers received pursuant to a plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers.

“Permitted Joint Venture” means an entity characterized as a joint venture (however structured) engaged in a Permitted Business and in which the Issuer or a Restricted Subsidiary (a) owns at least 20% of the ownership interest or (b) has the right to receive at least 20% of the profits or distributions; provided that such joint venture is not a Subsidiary.


	(1) Liens of the Issuer and any Guarantor securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of the Indenture to be incurred;

	(2) Liens in favor of the Issuer or the Guarantors;

	(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Issuer or the Subsidiary;

	(4) Liens on property existing at the time of acquisition thereof by the Issuer or any Subsidiary of the Issuer, provided that such Liens were in existence prior to the contemplation of such acquisition;

	(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

	(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain covenants—Incurrence of Indebtedness and issuance of preferred stock” covering only the assets acquired with such Indebtedness;

	(7) Liens existing on the date of the Indenture;

	(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

	(9) Liens incurred in the ordinary course of business of the Issuer or any Subsidiary of the Issuer with respect to obligations that do not exceed $5.0 million at any one time outstanding;

	(10) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

	(11) Liens on assets of a Restricted Subsidiary that is not a Guarantor that secures Indebtedness (including Acquired Indebtedness) incurred in compliance with the covenant described under “Certain covenants — Limitation on foreign Indebtedness;”

	(12) judgment Liens not giving rise to an Event of Default;

	(13) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Issuer or any of its Restricted Subsidiaries, including rights of offset and set-off;

	(14) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customer duties in connection with the importation of goods;

	(15) Liens on assets transferred to a Securitization Entity or on assets of a Securitization Entity, in either case incurred in connection with a Qualified Securitization Transaction;

	(16) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Issuer and its Restricted Subsidiaries;


	(17) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

	(18) Liens imposed by law, such as carriers’, warehouseman’s and mechanics’ Liens in each case for sums not yet due or being contested in good faith;

	(19) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or any Guarantor to the extent such Indebtedness is permitted to be incurred in accordance with the covenant described under “Certain covenants—Incurrence of Indebtedness and issuance of preferred stock”;

	(20) Liens securing Hedging Obligations as long as the related Indebtedness is, and is permitted to be, under the Indenture to be secured by a Lien on the same property securing the Hedging Obligations;

	(21) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations with respect to bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; and

	(22) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:


	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of all expenses and premiums incurred in connection therewith);

	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

	(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

	(4) such Indebtedness is incurred either by the Issuer or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in costs that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Transaction Date that were directly attributable to an asset acquisition and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act as in effect as of the 9% Notes’ Original Issue Date.

“Productive Assets” means assets that are used or useful in, or Capital Stock of any person engaged in, a Permitted Business.

“Qualified Securitization Transaction” means any transaction or series of transactions pursuant to which the Issuer or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Entity (in the case of a transfer by the Issuer or any of its Restricted Subsidiaries) and (b) any other Person (in case of a transfer by a Securitization Entity), or may grant a security interest in, any accounts receivable or equipment (whether now existing or arising or acquired in the future) of the Issuer or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and equipment and other assets (including contract rights and all guarantees or other obligations in respect to such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and equipment, all of the foregoing for the purpose of providing working capital financing on terms that are more favorable to the Issuer and its Restricted Subsidiaries than would otherwise be available at that time.


	(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

	(2) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Securitization Entity” means a Wholly Owned Subsidiary of the Issuer (or another Person in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer transfers accounts receivable or equipment and related assets) that engages in no activities other than in connection with the financing of accounts receivable or equipment and that is designated by the Board of Directors of the Issuer (as provided below) as a Securitization Entity (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by the Issuer or any other Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is recourse to or obligates the Issuer or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings, (b) with which neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Issuer, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, and (c) to which neither the Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors shall be evidenced to each of the Trustees by filing with the Trustees a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Subsidiary of the Issuer that are reasonably customary in an accounts receivable or equipment transactions.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original


	(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, as shown on the most recently available consolidated balance sheet of the Issuer and its Restricted Subsidiaries.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 1, 2004; provided, however, that if the period from the Redemption Date to May 1, 2004 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means any Subsidiary of the Issuer (other than Dura UK Limited or any successor thereto) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:


	(1) has no Indebtedness other than Non-Recourse Debt;

	(2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

	(3) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Certain covenants — Restricted payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Certain covenants — Incurrence of Indebtedness and issuance of preferred stock,” the Issuer shall be in default of such covenant. The Board of Directors of the Issuer may at any time

designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Certain covenants — Incurrence of Indebtedness and issuance of preferred stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


	(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

	(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

The exchange notes will be issued in global form, without interest coupons (the “Global Note”). The Global Note will be deposited on the issue date with The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the trustee pursuant to the FAST Balance Certificate Agreement between DTC and the trustee.

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is (1) a limited purpose trust company organized under the laws of the State of New York, (2) a “banking organization” within the meaning of the New York Banking Law, (3) a member of the Federal Reserve System, (4) a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended and (5) a “clearing agency” registered pursuant to Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its participants and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies, referred to as “indirect participants,” that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.

Pursuant to procedures established by DTC, upon deposit of the global note, DTC will credit the accounts of participants designated by the registrar. Ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC, with respect to the interests of participants, and the records of participants and the indirect participants, with respect to the interests of persons other than participants.

The laws of some jurisdictions may require that some types purchasers of notes take physical delivery of the notes in definitive form. Accordingly, the ability to transfer interests in the notes represented by a global note to these persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in notes represented by a global note to pledge or transfer the interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of the interest, may be affected by the lack of a physical definitive note in respect of the interest.

So long as DTC or its nominee is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global note will not be entitled to have notes represented by the global note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the Indenture. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if the holder is not a participant or an indirect participant, on the procedures of the participant through which the holder owns its interest, to exercise any rights of a holder of notes under the Indenture or the global note.

We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of such global note, is entitled to take, DTC would authorize the participants to take the action and the participants would authorize holders owning through the participants to take the action or would otherwise act upon the instruction of the holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the notes.

Payments with respect to the principal of, premium, if any, liquidated damages, if any, and interest on, any notes represented by a global note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note representing the notes under the Indenture. Under the terms of the Indenture, we may treat, and the trustee may treat, the persons in whose names the notes, including the global notes, are registered as the owners of the notes for the purpose of receiving payment on the notes and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of these amounts to owners of beneficial interests in the global note, including principal, premium, if any, liquidated damages, if any, and interest. Payments by the participants and the indirect participants to the owners of beneficial interests in the global notes will be governed by standing instructions and customary industry practice and will be the responsibility of the participants or the indirect participants and DTC.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes, cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in the system in accordance with the rules and procedures and within the established deadlines (Brussels time) of the system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day, which must be a business day for Euroclear and Clearstream, immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of the sale of an interest in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

If (1) we notify the trustee in writing that DTC, Euroclear or Clearstream is no longer willing or able to act as a depositary or clearing system for the notes or DTC ceases to be registered as a clearing agency under the Exchange Act, and a successor depositary or clearing system is not appointed within 90 days of this notice or cessation, (2) we, at our option, notify the trustee in writing that we elect to cause the issuance of notes in definitive form under the Indenture or (3) upon the occurrence and continuation of an event of default under the Indenture, then, upon surrender by DTC of the global notes, certificated notes will be issued to each person that DTC identifies as the beneficial owner of the notes represented by the global notes. Upon any such issuance, the trustee is required to register the certificated notes in the name of the person or persons or the nominee of any of these persons and cause the same to be delivered to these persons.

Neither we nor the trustee shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the notes to be issued.

The following discussion summarizes the material U.S. federal income tax aspects of the acquisition, ownership and disposition of the exchange notes. This discussion is a summary for general information purposes and does not consider all aspects of U.S. federal income taxation that may be relevant to the purchase, ownership and disposition of the exchange notes by a prospective investor in light of such investor’s personal circumstances. This discussion also does not address the U.S. federal income tax consequences of ownership of exchange notes not held as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. federal income tax consequences to investors subject to special treatment under the U.S. federal income tax laws, such as dealers in securities or foreign currency, tax-exempt entities, financial institutions, regulated investment companies, real estate investment trusts, insurance companies, persons that hold the exchange notes as part of a “straddle,” a “hedge” or a “conversion transaction,” persons that have a “functional currency” other than the U.S. dollar, except as specifically described under “Non-U.S. Holders,” and investors in pass-through entities. In addition, this discussion does not describe any tax consequences arising under U.S. federal gift and estate taxes or out of the tax laws of any state, local or foreign jurisdiction.

This discussion is based upon the Code, existing Treasury Regulations thereunder, and current administrative rulings and court decisions. All of the foregoing is subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this discussion.

This discussion deals only with beneficial owners who acquired the exchange notes in connection with the offering of the outstanding notes at the initial offering price. It does not address some issues that are relevant to subsequent purchasers of the outstanding notes or exchange notes including, but not limited to, the treatment of market discount for U.S. federal income tax purposes.

Holders of notes should consult their own tax advisors concerning the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdiction, to their particular situations.

The following discussion is limited to the U.S. federal income tax consequences relevant to U.S. Holders. As used herein, a “U.S. Holder” is a beneficial owner of a note that is:


	•	a citizen or resident (as defined in Section 7701(b)(1) of the Code) of the United States;

	•	a corporation or partnership organized under the laws of the United States or any political subdivision thereof or therein;

	•	an estate, the income of which is subject to U.S. federal income tax regardless of the source; or

	•	a trust with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or if the trust was in existence on August 20, 1996 and has properly elected to continue to be treated as a U.S. person.

Certain U.S. federal income tax consequences relevant to a holder other than a U.S. Holder are discussed separately below.

Payments of interest on a note generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the holder’s regular method of tax accounting). The notes are being issued without original issue discount.

We may be obligated to pay an additional amount to the holders of the notes under certain circumstances. Under the Treasury Regulations, however, such payments will not be subject to the special rules applicable to contingent payment debt instruments if, as of the issue date, the contingency is either “remote” or “incidental”. We intend to take the position that, solely for these purposes, the payment of any additional

amount is a remote or incidental contingency. Our determination that such payments are a remote or incidental contingency for these purposes is binding on a holder, unless such holder discloses in the proper manner to the Internal Revenue Service (the “IRS”) that it is taking a different position. Prospective investors should consult their tax advisors as to the tax considerations relating to the payment of the additional amount.

A holder will generally recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or other disposition of the note (other than amounts attributable to accrued interest not already taken into income, which will be taxed as ordinary income) and the holder’s adjusted tax basis in the note. A holder’s adjusted tax basis in the note generally will be the initial purchase price paid therefor. Gain recognized on the sale of a note will be long-term capital gain provided the holder’s holding period for the note exceeds one year. In the case of a holder other than a corporation, the current maximum marginal U.S. federal income tax rate applicable to long term capital gain recognized on the sale of a note is 15%.

If the selling price is less than the holder’s adjusted tax basis, the holder will recognize a capital loss. Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for U.S. federal income tax purposes.

The exchange of the outstanding notes for exchange notes pursuant to the exchange offer will not constitute a significant modification of the terms of the outstanding notes, and, accordingly, such exchange will not constitute an exchange for U.S. federal income tax purposes. Therefore, a holder will not recognize gain or loss upon receipt of an exchange note in the exchange offer; a holder’s holding period for such exchange note will include the holding period of the outstanding note surrendered and such holder’s adjusted basis in such exchange note will be the same as such holder’s basis in the outstanding note surrendered. In addition, each holder of exchange notes would continue to be required to include interest on the exchange notes in its gross income in accordance with its method of accounting for U.S. federal income tax purposes.

Under the Code, a U.S. Holder of a note may be subject, under certain circumstances, to information reporting and/or backup withholding with respect to cash payments in respect of interest on, or the gross proceeds from disposition of, a note. This withholding applies only if a U.S. Holder:


	•	fails to furnish its social security or other taxpayer identification number (“TIN”) within a reasonable time after a request therefor;

	•	furnishes an incorrect TIN;

	•	fails to report interest or dividends properly; or

	•	fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that it is not subject to backup withholding.

Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is allowable as a credit, and may entitle such holder to a refund, against such Holder’s U.S. federal income tax liability, provided that the required information is furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and financial institutions. Holders of notes should consult their tax advisors as to their qualification for exemption from withholding and the procedure for obtaining such exemption.

The following discussion is limited to the U.S. federal income tax consequences relevant to a holder of a note that is not a U.S. Holder (a “Non-U.S. Holder”).

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to the purchase, ownership or disposition of the notes by any particular Non-U.S. Holder in light of such holder’s personal circumstances, including holding the notes through a partnership. For example, persons who are partners in foreign partnerships or beneficiaries of foreign trusts or estates and who are subject to U.S. federal income tax because of their own status, such as U.S. residence or foreign persons engaged in a trade or business in the United States, may be subject to U.S. federal income tax even though the entity is not subject to income tax on disposition of its note.

Additionally, special rules may apply to certain Non-U.S. Holders, such as “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies” and certain expatriates, that are subject to special treatment under the Code. Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

For purposes of the following discussion, interest and gain on the sale, exchange or other disposition of the note will be considered “U.S. trade or business income” if such income or gain is effectively connected with the conduct of a U.S. trade or business, or in the case of an applicable income tax treaty between the United States and the country of which the holder is a qualified resident, attributable to a U.S. permanent establishment (or to a fixed base) in the United States.

Generally, any interest paid to a Non-U.S. Holder of a note that is not U.S. trade or business income will not be subject to U.S. federal income tax if the interest qualifies as “portfolio interest.” Interest on the notes will qualify as portfolio interest if:


	•	interest paid on the note is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States;

	•	the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of our voting stock, and is not a “controlled foreign corporation” with respect to which the Issuer is a “related person” within the meaning of Section 864(d)(4) of the Code;

	•	the Non-U.S. Holder is not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and

	•	the beneficial owner, under penalties of perjury, certifies that the beneficial owner is not a U.S. person and such certificate provides the beneficial owner’s name and address.

The gross amount of payments to a Non-U.S. Holder of interest that do not qualify for the portfolio interest exception and that are not U.S. trade or business income will be subject to U.S. withholding tax at the rate of 30%, unless a U.S. income tax treaty applies to reduce or eliminate withholding. U.S. trade or business income will be taxed at regular U.S. federal income tax rates rather than the 30% gross rate. To claim the benefit of a tax treaty or to claim exemption from withholding because the income is U.S. trade or business income, the Non-U.S. Holder must provide a properly executed Form W-8BEN or W-8ECI, or such successor forms as the IRS designates, as applicable, prior to payment of interest. These forms must be periodically updated. A Non-U.S. Holder who is claiming the benefits of a tax treaty may be required to obtain a U.S. TIN and to provide certain documentary evidence issued by foreign governmental authorities to prove residence in the foreign country.

Subject to the discussion concerning backup withholding, any gain realized by a Non-U.S. Holder on the sale, exchange or redemption of a note generally will not be subject to U.S. federal income tax unless such gain is U.S. trade or business income, or, subject to certain exceptions, the Non-U.S. Holder is an individual who holds the note as a capital asset and is present in the United States for 183 days or more in the taxable year of the disposition.

The Issuer must report annually to the IRS and to each Non-U.S. Holder any interest that is subject to U.S. withholding tax or that is exempt from withholding pursuant to a tax treaty or the portfolio interest exception (as described above in “Stated Interest”). Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

Backup withholding and information reporting will not apply to payments of principal on the notes by the Issuer to a Non-U.S. Holder, if the Holder certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that neither the Issuer nor its paying agent has actual knowledge or reason to know that the holder is a U.S. Holder or that the conditions of any other exemption are not, in fact, satisfied.

United States backup withholding tax will not apply to payments on the notes to a Non-U.S. Holder if the certification described above in “Stated Interest” is duly provided by such holder, provided that the payor does not have actual knowledge or reason to know that the holder is a United States person. Information reporting may still apply with respect to payments of interest. Information reporting and backup withholding tax will not apply to payments of the proceeds of the sale of notes to a Non-U.S. Holder effected by a broker, provided that either a sale occurs through a foreign office of a foreign broker that has no connection with the United States, as described in applicable regulations, or such broker has in its records certain documentary evidence allowed by Treasury regulations that the beneficial owner is a Non-U.S. Holder, certain other conditions are met and the broker does not have actual knowledge that the holder is a U.S. Holder.

Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S. Holder’s U.S. federal income tax liability, provided that the requisite procedures are followed.

The following is a summary of certain considerations associated with the purchase of the notes and exchange notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” (within the meaning of ERISA or of any Similar Laws) of such plans, accounts and arrangements (each, a “Plan”).

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes and exchange notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Laws relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of notes by an ERISA Plan with respect to which we or the initial purchasers are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the notes and exchange notes should not be purchased or held by any person investing “plan assets” of any Plan, unless such purchase and holding (and the exchange of notes for exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or similar violation of any applicable Similar Laws.

Accordingly, by acceptance of a note or an exchange note, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire and hold the notes constitutes assets of any Plan or (ii) the purchase and holding of

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the notes (and holding the notes or exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable.

Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer in connection with resales of exchange notes received by it in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any participating broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sales of the exchange notes by participating broker-dealers. Exchange notes received by participating broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such participating broker-dealer and/or the purchasers of any such exchange notes. Any participating broker-dealer that resells the exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any participating broker-dealer that requests such documents in the letter of transmittal.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to the outstanding notes.

The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

The validity and enforceability of the exchange notes and the guarantees and other legal matters, including the tax-free nature of the exchange, will be passed upon on our behalf by Kirkland & Ellis LLP, a partnership that includes professional corporations, Chicago, Illinois. Certain matters under Indiana and

Our consolidated financial statements as of December 31, 2002 and 2001 and for each of the years ended December 31, 2002, 2001 and 2000 incorporated by reference into this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report with respect thereto and incorporated herein.

Each of Dura Automotive Systems, Inc., Dura Operating Corp., Adwest Electronics, Inc. and Dura Automotive Systems Cable Operations, Inc. is incorporated under the laws of the State of Delaware. Section 145 of the General Corporation Law of the State of Delaware (the “Section 145”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Similar provisions apply to actions brought by or in the right of the corporation, except that no indemnification shall be made without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Article Eleven of the Restated Certificate of Incorporation of Parent provides that, to the fullest extent permitted by the Delaware General Corporation Law, no director of the corporation shall be liable to the corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the corporation or its stockholders.

Article V of Parent’s Amended and Restated By-Laws (the “Dura By-laws”) provides that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided below with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification is a contract right and includes the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (advancement of expenses); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal than such indemnitee is not entitled to be indemnified for such expenses.

Article V of the Dura By-laws further provides that any person serving as a director, officer, employee or agent of a subsidiary of Parent shall be conclusively presumed to be serving in such capacity at the request of Parent and, hence subject to indemnification by Parent.

Article V of the Dura By-laws further provides that persons who after the date of the adoption of Article V become or remain directors or officers of the corporation or who, while a director or officer of the corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnify, advancement of expenses and other rights contained in Article V in entering into or continuing such service. The rights to indemnification and to the advancement of expenses conferred in Article V shall apply to claims made against a indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. The rights to indemnification and to the advancement of expenses conferred in Article V shall not be exclusive of any other right which any person may have or hereafter acquire under the Amended and Restated Certificate of Incorporation or under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

All of the directors and officers of Parent are covered by insurance policies maintained and held in effect by such corporation against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933.

Dura Operating Corp., Adwest Electronics, Inc. and Dura Automotive Systems Cable Operations, Inc. are also incorporated under the General Corporation Law of the State of Delaware. Under their respective charter documents, each corporation has agreed to indemnify their officers and directors to the fullest extent authorized by the Delaware General Corporation Law.

In addition, the certificate of incorporation of Adwest Electronics, Inc. provide that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

Dura G.P. Dura G.P. is a general partnership formed under the laws of Delaware. Section 15-110 of the Delaware Revised Uniform Partnership Act provides that subject to the standards and restrictions set forth in a partnership agreement, a partnership shall have the power to indemnify its partners against any and all claims and demands whatsoever. The partnership’s partnership agreement provides that the partnership shall defend, indemnify and hold the partners (including Dura Operating Corp., the “Managing General Partner”) harmless from and against any loss, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of its or their activities on or believed by such partner to be on behalf of the partnership or in or believed by such partner to be in furtherance of the interest of the partnership including but not limited to any judgment, award, settlement, reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim if the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were not performed or omitted fraudulently or in bad faith by the partner. Any such indemnification shall only be from the assets of the partnership and may include advances if approved by the Managing General Partner (even if it itself makes the claim proposed to be indemnified).

Atwood Automotive, Inc. Atwood Automotive, Inc. is incorporated under the laws of the state of Michigan. The Restated and Amended By-laws of Atwood Automotive, Inc. provide that each director and officer of the corporation shall be indemnified by the corporation against all expenses in connection with any claim (civil, criminal or otherwise, including appeals) in which he or she may become involved due to his or her position with the corporation. Where such cases proceed to final adjudication, indemnification shall not be allowed for such directors or officers found liable for negligence or misconduct in performance of duties to the corporation. Neither a judgment of conviction or the entry of any plea in a criminal case shall of itself be deemed an adjudication that such individual was liable of negligence or misconduct if the individual acted in good faith, for a

Atwood Mobile Products, Inc. Atwood Mobile Products, Inc. is a corporation organized under the laws of the State of Illinois. The Articles of Incorporation of Atwood Mobile Products, Inc. provide that no director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Illinois Business Corporation Act, or (iv) for any transaction from which the director derived an improper personal benefit. The By-laws of Atwood Mobile Products, Inc. provide that the corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving another organization or entity (whether for profit or not) at the corporation’s request. Such indemnification shall be to the fullest extent, and shall be determined in such manner, as now or hereafter permitted by law. The indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The corporation may, by action of its board of directors, indemnify its employees and agents to the same extent as the indemnification of its directors and officers. Notwithstanding the foregoing, the indemnification and advancement of expenses provided by or granted under the Illinois Business Corporation Act shall not be considered exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled to under the articles of incorporation, by-laws, insurance, or a contractual agreement.

Dura Automotive Systems of Indiana, Inc., Universal Tool & Stamping Company, Inc., Creation Group Holdings, Inc. and Creation Group, Inc. Each of Dura Automotive Systems of Indiana, Inc., Universal Tool & Stamping Company, Inc., Creation Group Holdings, Inc. and Creation Group, Inc. is a corporation organized under the laws of the State of Indiana. Under Chapter 37, Section 8 of the Indiana Business Corporation Law (the “Indiana Act”), a corporation may indemnify an individual made party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual’s conduct (1) was in good faith and (2) the individual reasonably believed that the individual’s conduct was in the corporation’s best interest or not opposed to its best interest and (3) in the case of a criminal proceeding, the individual either had reasonable cause to believe the conduct was lawful or had no reasonable cause to believe it was unlawful. In respect to an employee benefit plan, a director’s conduct believed to be in the best interest of the participants and beneficiaries of the plan is enough to satisfy the requirement of (2) above. Chapter 37, Section 9 of the Indiana Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful in the defense of a proceeding to which the director was party because of his position as director against reasonable expenses incurred by the director in connection with the proceeding. Chapter 37, Section 9 of the Indiana Act provides that director may apply for indemnification from the court. The court must determine if: (1) if the director is entitled to mandatory indemnification under Chapter 37, Section 9 described above or (2) the director is fairly and reasonably entitled to indemnification in view of all relevant circumstances, whether or not the director met the standard of conduct set forth in Chapter 37, Section 8 described above. Chapter 37 also provides that a corporation shall have the power to purchase and maintain insurance for above said person for liability from actions regardless of the corporation’s power to indemnify said person under Section 8 or 9 of this Chapter. The provisions in Chapter 37 shall not be deemed exclusive and those seeking indemnification may be entitled to indemnification under any articles of incorporation, by-laws, resolution by board of directors or shareholders, or any other authorization by a majority vote of the voting shares.

The By-laws of Dura Automotive Systems of Indiana, Inc. provide that every officer, director or office employee of the corporation, is hereby indemnified against all liability, costs and expenses incurred by him or her in connection with any proceeding, including proceedings brought by or on behalf of the corporation, because such person is or was an officer, director or office employee of the corporation and is based upon any action alleged to have been taken, or not taken, by him or her, but this indemnification shall not apply to any negligent or

The By-laws of Universal Tool & Stamping Company, Inc. (the “Universal By-laws”) provide that the corporation may indemnify any person who was or is a party or is threatened to be a made a party to any proceeding because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, but if the proceeding was brought by or on behalf of the corporation, the indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such proceeding; provided however that no indemnification shall be made in respect of any claim brought by or in the right of the corporation as to which such person is finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the proceeding was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court deems proper. Notwithstanding the foregoing with respect to an proceeding by or in the right of the corporation, the corporation shall not be required to indemnify any such person in connection with a proceeding voluntarily initiated by such person unless the proceeding was authorized by a majority of the entire Board of Directors. The corporation shall indemnify a director or officer against the portion of his expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with a proceeding in which he is a party because he is a officer or director to the extent he has been successful on the merits or otherwise in the defense of the proceeding. A determination of indemnification must be made (a) by the Board of Directors by a majority vote of a disinterested quorum, or (b) if such a quorum is not obtainable, or even where such a quorum is obtainable, if that quorum so directs, by the written opinion of independent legal counsel selected by the Board of Directors in good faith, or (c) by the shareholders. Such determination shall be made on a case by case basis in accordance with the bylaws and only after receipt of such officer’s or director’s written affirmation of good faith belief that he or she has met such standard of conduct contained in the bylaws.

Article VII of the Articles of Incorporation of Creation Group Holdings, Inc. provides that the corporation shall indemnify every person who is or was a director or officer of the corporation against all liability to the fullest extent permitted by Chapter 37 of the Indiana Act, provided that such person is determined in the manner specified by Chapter 37 of the Indiana Act to have met the standard of conduct specified therein. The corporation shall, to the fullest extent permitted by Chapter 37 of the Indiana Act, pay for or reimburse the reasonable expenses incurred by every person who is or was a director or officer who is a party to a proceeding in advance of final disposition of the proceeding, in the manner specified by Chapter 37 of the Indiana Act.

The By-laws of Creation Group, Inc. (the “Creation Group By-laws”) provide that the corporation may indemnify any person who was or is a party or is threatened to be a made a party to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, but if the proceeding was brought by or on behalf of the corporation, the indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such proceeding; provided however that with respect to such proceedings by or in the right of the corporation, no indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the proceeding was brought shall determine upon application that, despite the

adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The corporation shall indemnify a director or officer against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with a proceeding in which he is a party because he is a officer or director if he has been successful on the merits or otherwise in the defense of the proceeding. A determination of indemnification must be made in accordance with the bylaws (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders. In addition, expenses incurred by an officer or director in defending a proceeding may be paid by the corporation, as the board of directors deems appropriate, in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director of officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in the bylaws.

Mark I Molded Plastics of Tennessee, Inc. Subject to certain exceptions described below, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (i) the individual’s conduct was in good faith, and (ii) the individual reasonably believed: (a) In the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interest; and (b) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. A corporation may not indemnify a director under: (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Unless limited by its charter, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. A corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the relevant standard of conduct. The determination shall be made: (1) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (ii) if a quorum cannot be obtained under subdivision (b) (i), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two (2) or more directors not at the time parties to the proceeding; (iii) by independent special legal counsel; or by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.

(a) The attached Exhibit Index is incorporated herein by reference. The exhibits listed in the Exhibit Index are filed as part of the Registration Statement or incorporated by reference herein.

(b) No financial statement schedules are required to be filed herewith pursuant to this Item.


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total


	dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

(e) The undersigned hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Pursuant to the requirements of the Securities Act of 1933, Dura Operating Corp. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Vice President, Chief Financial Officer
	and Assistant Secretary
	(principal financial and accounting officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Dura Automotive Systems, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Vice President, Chief Financial Officer
	and Assistant Secretary
	(principal financial and accounting officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Dura Automotive Systems Cable Operations, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Dura Automotive Systems of Indiana, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Adwest Electronics, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Atwood Automotive, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Atwood Mobile Products, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Mark I Molded Plastics of Tennessee, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Universal Tool & Stamping Company, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Dura G.P. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Vice President, Chief Financial Officer
	and Assistant Secretary
	(principal financial and accounting officer)

Pursuant to the requirements of the Securities Act of 1933, Creation Group Holdings, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer
	(principal executive officer)
	(principal financial and accounting officer); Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.

Pursuant to the requirements of the Securities Act of 1933, Creation Group, Inc. has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester Hills, State of Michigan, on the 20th day of January, 2004.


	By:	/s/ DAVID R. BOVEE



	David R. Bovee
	Chairman, President, Chief Financial Officer
	and Treasurer
	(principal executive officer)
	(principal financial and accounting officer); Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 20th day of January, 2004.


*	The undersigned by signing his or her name hereto, does sign and execute this registration statement pursuant to the Power of Attorney executed by the above-named officers and directors of the registrant and previously filed with the Commission.


*	Filed herewith

EX-1.1 3 c80925exv1w1.txt PURCHASE AGREEMENT Execution Version 1.1 $50,000,000 DURA OPERATING CORP. 8 5/8% Senior Notes due 2012 Purchase Agreement October 29, 2003 J.P. Morgan Securities Inc. Banc of America Securities LLC Comerica Securities, Inc. Scotia Capital (USA) Inc. Wachovia Capital Markets, LLC Barclays Capital Inc. ABN AMRO Incorporated c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen Dura Operating Corp., a Delaware corporation (the "Company"), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the "Initial Purchasers"), for whom J.P. Morgan Securities Inc. is acting as representative (the "Representative"), $50,000,000 principal amount of its 8 5/8% Senior Notes due 2012 (the "Securities"). The Securities will be issued pursuant to the Indenture dated as of April 18, 2002, as amended by a Supplemental Indenture, dated as of November 4, 2003 (the "Indenture") among the Company, the guarantors listed in Schedule 2 hereto (the "Guarantors") and BNY Midwest Trust Company, as trustee (the "Trustee"), and will be guaranteed on an unsecured senior basis by each of the Guarantors and any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes an additional guaranty (the "Guarantees") in accordance with the terms of the Indenture, and their respective successors and assigns. The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon one or more exemptions therefrom. The Company has prepared a preliminary offering memorandum dated October 28, 2003 (the "Preliminary Offering Memorandum") and will prepare an offering memorandum dated the date hereof (the "Offering Memorandum") setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Memorandum. References herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein. Holders of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the Closing Date (as defined below) and substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agree to file one or more registration statements with the Securities and Exchange Commission (the "Commission") providing for the registration under the Securities Act of the Securities or the Exchange Securities (as defined below). The Company hereby confirms its agreement with the several Initial Purchasers concerning the purchase and resale of the Securities, as follows: 1. Purchase and Resale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98% of the principal amount thereof plus accrued interest, if any, from October 15, 2003 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Offering Memorandum. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) under the Securities Act; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("Regulation D") or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and 2 (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex A hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(g) and 5(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex A hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that any such offers or sales shall be made in accordance with the provisions of this Agreement. 2. Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 A.M., New York City time, on November 4, 2003, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (b) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 3 3. Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, hereby represent, warrant and covenant to each Initial Purchaser as follows: (a) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 1(b) hereof (including Annex A hereto) and with the procedures set forth therein, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each subsequent purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act. (b) No Integration of Offerings or General Solicitation. The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, its affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an "Affiliate")), or, to the Company's knowledge, any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. With respect to those Securities sold in reliance upon Regulation S under the Securities Act ("Regulation S"), (i) none of the Company, its Affiliates or, to the Company's knowledge, any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and, to the Company's knowledge, any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system. (d) The Offering Memorandum. The Offering Memorandum will not, as of the date it bears, and at the Closing Date, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon, and in conformity with, information furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use in the Offering Memorandum, it being acknowledged and agreed that the information furnished to the Company for this 4 purpose is exclusively comprised of the statements concerning the Initial Purchasers contained in the "Summary" in the sixth sentence under the heading "Transfer restrictions; absence of public market for the notes", in "Risk factors" in the third sentence of the first paragraph under the heading "There is no public market for the notes, and we cannot assure you that a market for the notes will develop or that you will be able to sell your notes or, if issued, the exchange notes" and in the third, seventh and ninth paragraphs, under the heading "Plan of Distribution", and with respect to each Initial Purchaser, such Initial Purchaser's name as it appears on the front cover. The Offering Memorandum, as of its date, will contain all the information specified in, and meeting the requirements of, Rule 144A(d)(4). The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Offering Memorandum. (e) Incorporated Documents. The Offering Memorandum will incorporate by reference the Annual Report on Form 10-K of Dura Automotive Systems, Inc. ("DASI") for the fiscal year ended December 31, 2002 (the "Annual Report"), and all documents filed by DASI with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after December 31, 2002. The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the "Incorporated Documents") complied and will comply in all material respects with the requirements of the Exchange Act. (f) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification hereunder may be limited by applicable law. (g) The Registration Rights Agreement and DTC Letter of Representations. At the Closing Date, each of the Registration Rights Agreement and the DTC Letter of Representations, to be dated as of the Closing Date (the "DTC Letter of Representations"), will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Securities (the "Exchange Securities") to be offered in exchange for the Securities and another series of guarantees of the Guarantors with terms substantially identical to the Guarantees (the 5 "Exchange Guarantees") to be offered in exchange for the Guarantees (the "Exchange Offer"), and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, as the case may be, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. (h) Authorization of the Securities, the Exchange Securities, the Guarantees and the Exchange Guarantees. (i) The Securities to be purchased by the Initial Purchasers from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. (ii) The Exchange Securities have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture. (iii) The Guarantees have been duly and validly authorized for issuance pursuant to this Agreement and the Indenture and, at the Closing Date, the Guarantees will have been duly executed by each of the applicable Guarantors and, when the Securities have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. (iv) The Exchange Guarantees have been duly and validly authorized for issuance by the Guarantors, and when issued pursuant to the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture. (i) Authorization of the Indenture. The Indenture has been duly authorized, executed and delivered by the Company and the Guarantors and constitutes a valid and binding agreement of the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, 6 reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. (j) Description of the Securities, the Guarantees and the Indenture. The Securities, the Exchange Securities, the Guarantees, the Exchange Guarantees Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum. (k) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the financial condition, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of DASI and its subsidiaries, considered as one entity (any such change, a "Material Adverse Change"); (ii) DASI and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business, other than under that certain Amended and Restated Credit Agreement, dated as of March 19, 1999, as amended and restated on or about the date hereof, among DASI, the Company, the subsidiaries of the Company party thereto, the lenders party thereto, JPMorgan Chase Bank, as administrative agent, and Bank of America, N.A., as syndication agent (the "Credit Agreement") and the documents related thereto; and (iii) there has been no dividend or distribution of any kind declared, paid or made by DASI or, except for dividends paid to DASI or any of its subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by DASI or any of its subsidiaries of any class of capital stock. (l) Independent Accountants. Deloitte & Touche LLP, who have expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) of DASI incorporated by reference in the Offering Memorandum, are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act and the Exchange Act. (m) Preparation of the Financial Statements. The financial statements of DASI, together with the related notes, incorporated by reference in the Offering Memorandum present fairly, in all material respects, the consolidated financial position of DASI and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements of DASI have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The historical financial data set forth in the Offering Memorandum under the captions "Summary--Summary consolidated financial data" and in DASI's Annual Report under the caption "Selected Financial Data" fairly present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements incorporated by reference in the Offering Memorandum. 7 (n) Organization and Good Standing of the Company and its Subsidiaries. Each of the Company, the Guarantors and each other significant subsidiary of the Company has been duly incorporated or formed and is validly existing in good standing under the laws of the jurisdiction of its organization and has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and, in the case of the Company and the Guarantors, to enter into and perform, as applicable, their respective obligations under each of this Agreement, the Registration Rights Agreement, the DTC Letter of Representations, the Securities, the Exchange Securities, the Guarantees, the Exchange Guarantees and the Indenture. Each of the Company, the Guarantors and each other significant subsidiary of the Company is duly qualified as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued and outstanding capital stock of the Guarantors and each other significant subsidiary of the Company that is, in each case, a corporation has been duly authorized and validly issued, is fully paid and nonassessable and (other than the capital stock of DASI) is owned by the Company, directly, or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (other than those granted under the Credit Agreement, set forth in the Offering Memorandum and such other security interest, mortgage, pledge, lien, encumbrance or claim that would not reasonably be expected to result in a Material Adverse Change). Except as set forth on Schedule 3, DASI does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to DASI's Annual Report. (o) Capitalization and Other Capital Stock Matters. At June 30, 2003, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto and the other pro forma adjustments described in the Offering Memorandum, DASI would have an authorized and outstanding capitalization as set forth in the Offering Memorandum under the caption "Capitalization" (other than for subsequent issuances of capital stock, if any, pursuant to employee benefit plans incorporated by reference in the Offering Memorandum or upon exercise of outstanding options described in the Offering Memorandum). All of the outstanding shares of common stock of DASI, par value $.01 per share (the "Common Stock"), have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of DASI or the Company. (p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of the Guarantors or any other significant subsidiary of the Company is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease 8 or other instrument to which the Company, the Guarantors or any other significant subsidiary of the Company is a party or by which it or any of them may be bound (including, without limitation, the Company's existing senior credit facility), or to which any of the property or assets of the Company, the Guarantors or any of the Company's significant subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance, as applicable, of this Agreement, the Registration Rights Agreement, the DTC Letter of Representations and the Indenture, and the issuance and delivery of the Securities, the Exchange Securities, the Guarantees or the Exchange Guarantees, and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum (i) have been duly authorized by all necessary action and will not result in any violation of the provisions of the charter or by-laws of the Company, the Guarantors or any other significant subsidiary of the Company, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or any other significant subsidiary of the Company pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, the Guarantors or any subsidiary of the Company, except such violations of law, administrative regulation or administrative or court decree that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's or the Guarantors' execution, delivery and performance, as applicable, of this Agreement, the Registration Rights Agreement, the DTC Letter of Representations, or the Indenture, or the issuance and delivery of the Securities, the Exchange Securities, the Guarantees or the Exchange Guarantees or consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum, except (i) such as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or Blue Sky laws or (ii) such as may be required by federal and state securities laws with respect to the Company's obligations under the Registration Rights Agreement. (q) No Material Actions or Proceedings. Except as otherwise disclosed in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company's knowledge, threatened (i) against or affecting the Company, the Guarantors or any other of the Company's significant subsidiaries or (ii) which has as the subject thereof any property owned or leased by, the Company, the Guarantors or any other significant subsidiaries of the Company, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, the Guarantors or such significant subsidiary of the Company and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or 9 adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company, the Guarantors or any other significant subsidiary of the Company, exists or, to the best of the Company's knowledge, is threatened or imminent. (r) Intellectual Property Rights. The Company and its subsidiaries own or possess those trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, "Intellectual Property Rights") that are material to the conduct of their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Change. (s) All Necessary Permits, etc. Except as otherwise disclosed in the Offering Memorandum, the Company, the Guarantors and each other significant subsidiary of the Company possess all material certificates, authorizations or permits necessary to conduct their respective businesses, and neither the Company, the Guarantors nor any other subsidiary of the Company has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change. (t) Title to Properties. DASI and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 3(m) above (or elsewhere in the Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as otherwise disclosed in the Offering Memorandum or such as do not materially interfere with the use made or proposed to be made of such property by DASI or such subsidiary. The real property, improvements, equipment and personal property held under lease by DASI or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by DASI or such subsidiary. (u) Tax Law Compliance. DASI and its consolidated subsidiaries have filed all material federal, state and foreign income and franchise tax returns and have paid all material taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. DASI has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 3(m) above in respect of all material federal, state and foreign income and franchise taxes for all periods as to which the tax liability of DASI or any of its consolidated subsidiaries has not been finally determined. 10 (v) Company and Guarantors Not "Investment Companies". Neither the Company nor any of the Guarantors is, and after receipt of payment for the Securities will be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Investment Company Act") and each of the Company and the Guarantors will conduct its business in a manner so that it will not become subject to the Investment Company Act. (w) No Price Stabilization or Manipulation. Neither the Company nor any of the Guarantors or their subsidiaries has taken and will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale, of the Securities. (x) Solvency. The Company is, and immediately after the Closing Date will be, Solvent. As used herein, the term "Solvent" means, with respect to an entity on a particular date, that on such date (i) the fair market value of the assets of the entity on a going concern basis is greater than the total amount of liabilities (including contingent liabilities) of the entity, (ii) the present fair salable value of the assets of the entity on a going concern basis is greater than the amount that will be required to pay the probable liabilities of the entity on its debts as they become absolute and matured, (iii) the entity is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) the entity does not have unreasonably small capital. (y) No Unlawful Contributions or Other Payments. Except as otherwise disclosed in the Offering Memorandum, neither DASI nor any of its subsidiaries nor, to the best of the Company's knowledge, any employee or agent of DASI or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law. (z) Company's Accounting System. The Company maintains a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (aa) Compliance with Environmental Laws. Except as otherwise disclosed in the Offering Memorandum or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change (i) neither DASI nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface 11 strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, "Materials of Environmental Concern"), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of DASI or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has DASI or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that DASI or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by DASI or any of its subsidiaries, now or in the past (collectively, "Environmental Claims"), pending or, to the best of the Company's knowledge, threatened against DASI or any of its subsidiaries or any person or entity whose liability for any Environmental Claim DASI or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the best of the Company's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against DASI or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim DASI or any of its subsidiaries has retained or assumed either contractually or by operation of law. (bb) Periodic Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of DASI and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. (cc) ERISA Compliance. DASI and its subsidiaries and any "employee benefit plan" (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, 12 "ERISA")) established or maintained by DASI, its subsidiaries or their "ERISA Affiliates" (as defined below) are in compliance in all material respects with ERISA or, if not in material compliance, would not reasonably be expected to result in Material Adverse Change. "ERISA Affiliate" means, with respect to DASI or a subsidiary, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code") of which DASI or such subsidiary is a member. No "reportable event" (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any "employee benefit plan" established or maintained by DASI, its subsidiaries or any of their ERISA Affiliates. No "employee benefit plan" established or maintained by DASI, its subsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any material "amount of unfunded benefit liabilities" (as defined under ERISA). Neither DASI, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. (dd) Regulation S Requirements. The Company, the Guarantors and their respective affiliates and, to the best of their knowledge, all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902(h). (ee) Reporting. Each of the Company and the Guarantors is a "reporting issuer" as defined in Rule 902 under the Securities Act. Any certificate signed by an officer of the Company or the Guarantors and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by the Company to each Initial Purchaser as to the matters set forth therein. 4. Further Agreements of the Company and the Guarantors. The Company and, to the extent expressly referred to in the paragraphs below, each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that: (a) Delivery of Copies. The Company will deliver to the Initial Purchasers as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (including all amendments and supplements thereto) as the Representative may reasonably request. 13 (b) Amendments or Supplements. Before making or distributing any amendment or supplement to the Preliminary Offering Memorandum or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed amendment or supplement or file any such document with the Commission to which the Representative reasonably objects. (c) Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing, (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose and (ii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof. (d) Ongoing Compliance of the Offering Memorandum. If at any time prior to the completion of the initial offering of the Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented (or including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with law. (e) Blue Sky Compliance. The Company will cooperate with the Initial Purchasers to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file 14 any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. (f) Clear Market. During the period from the date hereof through and including the date that is 30 days after the date hereof, the Company and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities (other than the Securities and the Exchange Securities) issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year. (g) Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in the Offering Memorandum under the heading "Use of proceeds". (h) Supplying Information. While the Securities remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (i) PORTAL and DTC. The Company will assist the Initial Purchasers in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"). (j) No Resales by the Company. Until the issuance of the Exchange Securities, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. (k) No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. (l) No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner 15 involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S. (m) No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 5. Conditions of Initial Purchasers' Obligations. The obligation of each Initial Purchaser to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions: (a) Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (b) No Downgrade. Subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading). (c) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(k) hereof as material and adverse shall have occurred or shall exist, which event or condition is not described in the Offering Memorandum (excluding any amendment or supplement thereto or any document filed with the Commission after the date hereof and incorporated by reference therein) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum. (d) Officers' Certificates. The Company and each of the Guarantors shall have furnished to the Representative a certificate in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex B hereto, dated the Closing Date, of the Chief Executive Officer and Chief Financial Officer (or equivalent officer) of such entity. 16 (e) Parent Officer's Certificate. The Parent Guarantor shall have furnished to the Initial Purchasers a certificate, dated the Closing Date, of its Chief Executive Officer and its Chief Financial Officer, in form and substance reasonably satisfactory to the Initial Purchasers, to the effect set forth in Annex C hereto. (f) Comfort Letters. On the date of this Agreement and on the Closing Date, Deloitte & Touche LLP shall have furnished to the Representative, at the request of DASI, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in the Preliminary Offering Memorandum and the Offering Memorandum; provided that the letter delivered on the Closing Date shall use a "cut-off" date no more than three business days prior to the Closing Date. (g) Opinion of Counsel for the Company and DASI. Kirkland & Ellis LLP, counsel for the Company and DASI, shall have furnished to the Representative, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex D hereto. (h) Reliance Letter of Counsel for the Company and DASI. Kirkland & Ellis LLP, counsel for the Company and DASI, shall have furnished to the Representative, at the request of the Company, their reliance letter with respect to their opinion, to be delivered to the banks in connection with the Amendment to the Credit Agreement, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative. (i) Opinion of Counsel for the Initial Purchasers. The Representative shall have received on and as of the Closing Date an opinion of Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. (j) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees. (k) Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and the 17 Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions. (l) Registration Rights Agreement. The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the Guarantors. (m) PORTAL and DTC. The Securities shall have been approved by the NASD for trading in the PORTAL Market and shall be eligible for clearance and settlement through DTC. (n) Mark I. On or prior to the Closing Date, either (i) Mark I Molded Plastics of Tennessee, Inc. ("Mark I") shall have been added as a Guarantor or (ii) the Representative shall be satisfied that any release of the guarantees of Mark I and any dissolution of such company does not constitute a continuing default under (1) the Indenture; (2) the Company's existing credit facility in accordance with the terms of the Credit Agreement; and (3) indentures relating to the Company's 9% Senior Subordinated Notes due 2009. (o) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representative such further certificates and documents as the Representative may reasonably request. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers. J.P. Morgan Securities Inc., on behalf of the several Initial Purchasers, may, in its sole discretion, waive the performance by the Company or the Guarantors of any one or more of the foregoing covenants or extend the time for their performance. 6. Indemnification and Contribution. (a) Indemnification of the Initial Purchasers. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment 18 or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein; provided, that with respect to any such untrue statement in or omission from the Preliminary Offering Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Offering Memorandum (excluding any documents incorporated by reference therein) was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Offering Memorandum was corrected in the Offering Memorandum unless, in either case, such failure to deliver the Offering Memorandum was a result of non-compliance by the Company with the provisions of Section 4 hereof. (b) Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the statements concerning the Initial Purchasers contained in the "Summary" in the sixth sentence under the heading "Transfer restrictions; absence of public market for the notes", in "Risk factors" in the third sentence of the first paragraph under the heading "There is no public market for the notes, and we cannot assure you that a market for the notes will develop or that you will be able to sell your notes or, if issued, the exchange notes" and in the third, seventh and ninth paragraphs, under the heading "Plan of Distribution", and with respect to each Initial Purchaser, such Initial Purchaser's name as it appears on the front cover. (c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnification may be sought (the "Indemnifying 19 Person") in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 6. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 6 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities Inc. and any such separate firm for the Company, the Guarantors and any control persons of the Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an 20 unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. (d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and commissions received by the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any Guarantor or by the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) Limitation on Liability. The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 6, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the 21 meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 6 are several in proportion to their respective purchase obligations hereunder and not joint. (f) Non-Exclusive Remedies. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 7. Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date: (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange, NASDAQ or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum. 8. Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal 22 amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 8 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 9 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. 9. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum and the Offering Memorandum (including any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement, the Securities, the Indenture (including the Guarantees), the Exchange Securities and the Registration Rights Agreement; (iv) the fees and expenses of the Company's and the Guarantors' counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the application for the inclusion of the Securities on the PORTAL Market and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the 23 Company (but not the Initial Purchasers) in connection with any "road show" presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 7, (ii) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Initial Purchasers for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 10. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Initial Purchaser, the Company and each Guarantor referred to in Section 6 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase. 11. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or the Initial Purchasers. 12. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act; (b) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term "Exchange Act" means the Securities Exchange Act of 1934, as amended; (d) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act; and (e) the term "significant subsidiary" has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act. 13. Miscellaneous. (a) Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities Inc. on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities Inc. shall be binding upon the Initial Purchasers. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and 24 confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representative c/o J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: 212-270-1063), Attention: Mr. Donald R. Benson, with a copy to John D. Lobrano, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (fax: 212-455-2502). Notices to the Company and the Guarantors shall be given to them at Dura Operating Corp., 2791 Research Drive, Rochester Hills, MI 48309 (fax: 561-694-3707), Attention: Mr. Lawrence A. Denton, with a copy to Dennis M. Myers, P.C., Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, IL 60601 (fax: 312-861-2200). (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 25 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, DURA OPERATING CORP. By:_______________________________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS, INC. By:_______________________________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary UNIVERSAL TOOL & STAMPING COMPANY INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer ADWEST ELECTRONICS, INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer ATWOOD AUTOMOTIVE INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer ATWOOD MOBILE PRODUCTS, INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer DURA G.P. By:_______________________________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary CREATION GROUP HOLDINGS, INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer CREATION GROUP, INC. By:_______________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC COMERICA SECURITIES, INC. SCOTIA CAPITAL (USA) INC. WACHOVIA CAPITAL MARKETS, LLC BARCLAYS CAPITAL INC. ABN AMRO INCORPORATED By: J.P. MORGAN SECURITIES INC. For itself and as Representative of the other Initial Purchasers By: ___________________________ Authorized Signatory Schedule 1

Schedule 2 Guarantors Dura Automotive Systems, Inc. Universal Tool & Stamping Company Inc. Dura Automotive Systems Cable Operations, Inc. Adwest Electronics, Inc. Dura Automotive Systems of Indiana, Inc. Atwood Automotive Inc. Atwood Mobile Products, Inc. Dura G.P. Creation Group Holdings, Inc. Creation Group, Inc. Schedule 3 Ownership Interests of DASI In addition to the entities listed on Exhibit 21.1 to DASI's Annual Report, DASI owns and controls the following entities: Creation Group Holdings, Inc. Creation Group, Inc. Creation Windows, Inc. Creation Windows, LLC Spec-Temp, Inc. Kemberly, Inc. Kemberly, LLC Creation Group Transportation, Inc. ANNEX A Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities outside the United States: (a) Each Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. (b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the Securities Act ("Regulation S") or Rule 144A or any other available exemption from registration under the Securities Act. (ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S. (iii) At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S." (iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Public Offers of Securities Regulations 1995 (as amended); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantors; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Preliminary Offering Memorandum, the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required A-2 ANNEX B OFFICERS' CERTIFICATE The undersigned, ______________, the duly appointed chief executive officer of ___________ (the "Company"), a _________ corporation, and ______________, the duly appointed chief financial officer of the Company, do hereby certify on behalf of the Company and solely in their respective capacities as officers of the Company (and not in an individual capacity in any manner) as follows in connection with Section 5(d) of the Purchase Agreement dated October 29, 2003 (the "Purchase Agreement"), among the Company, Dura Automotive Systems, Inc. (the "Parent Guarantor") and the Subsidiary Guarantors (together with the Parent Guarantor, the "Guarantors") parties thereto and the initial purchasers named therein (capitalized terms not defined herein are used in this certificate as defined in the Purchase Agreement): 1. in our opinion, after examining the Offering Memorandum dated October 29, 2003 relating to the sale of the Securities (including the documents incorporated or deemed to be incorporated therein, the "Offering Memorandum"), the Offering Memorandum, as of its date and except for the matters expressly excluded by Section 3(d) of the Purchase Agreement about which we express no opinion, did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and since the date of the Offering Memorandum, no event has occurred which should have been set forth in a supplement or amendment to the Offering Memorandum so that the Offering Memorandum (as so amended or supplemented) would not include any untrue statement of a material fact and would not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. the representations and warranties of the Company and the Guarantors in the Purchase Agreement are true and correct in all material respects as of the date hereof; 3. the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Purchase Agreement on or prior to the date hereof; 4. subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the financial condition, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of Parent Guarantor and its subsidiaries, considered as one entity (any such change, a "Material Adverse Change"); (ii) the Parent Guarantor and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business, other than the Credit Agreement and the documents related thereto; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Parent Guarantor or, except for dividends paid to the Parent Guarantor and its subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by Parent Guarantor or any of its subsidiaries of any class of capital stock; and 5. subsequent to the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors by any "nationally recognized statistical rating organization", as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of the Guarantors (other than an announcement with positive implications of a possible upgrading). [Signatures on next page] B-2 IN WITNESS WHEREOF, the undersigned have executed this certificate as of the 4th day of November 2003. ____________________________________ Name: Title: ____________________________________ Name: Title: B-3 ANNEX C OFFICERS' CERTIFICATE Reference is made to the offering by Dura Operating Corp., a Delaware corporation (the "Company"), of $50,000,000 in aggregate principal amount of 8?% Senior Notes due 2012, pursuant to the terms of the Purchase Agreement, dated October 29, 2003 (the "Purchase Agreement"), among the Company, Dura Automotive Systems, Inc. (the "Parent Guarantor") and the Subsidiary Guarantors parties thereto and the initial purchasers named therein. Capitalized terms not defined herein are used in this certificate as defined in the Purchase Agreement. Each of the undersigned, Lawrence A. Denton, the duly appointed President and Chief Executive Officer of the Parent Guarantor, and David R. Bovee, the duly appointed Vice President, Chief Financial Officer and Assistant Secretary of the Parent Guarantor, pursuant to Section 5(e) of the Purchase Agreement, hereby certifies on behalf of the Company and solely in their respective capacities as officers of the Company (and not in an individual capacity in any manner) that, as of the date hereof: 1. I have reviewed the offering memorandum dated October 29, 2003 (the "Offering Memorandum") which incorporates by reference the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, the Quarterly Reports on Form 10-Q for each three month period ended March 31, 2003 and June 30, 2003 and the Definitive Proxy Statement on Schedule 14A of the Parent Guarantor (the "Covered Reports"). Each reference to the Offering Memorandum shall be deemed to include the Covered Reports, except to the extent that such information in the Covered Reports has been modified or superseded by information contained in the Offering Memorandum, or in any subsequently filed document incorporated by reference into the Offering Memorandum. 2. Based on my knowledge, the Offering Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by the Covered Reports and the Offering Memorandum. 3. Based on my knowledge, the financial statements, and other financial information included in and incorporated by reference into the Offering Memorandum, fairly present in all material respects the financial condition, results of operations and cash flows of the Parent Guarantor as of, and for, the periods presented in the Covered Reports and the Offering Memorandum. 4. The Covered Reports fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)). 5. The Parent Guarantor's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Parent Guarantor and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the Parent Guarantor, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Covered Reports and the Offering Memorandum were being prepared; b. evaluated the effectiveness of the Parent Guarantor 's disclosure controls and procedures as of a date within 90 days prior to the filing date of the Quarterly Report on Form 10-Q for the period ended June 30, 2003 (the "Evaluation Date"); and c. presented in the Quarterly Report on Form 10-Q for the period ended June 30, 2003 our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 6. The Parent Guarantor's other certifying officer and I have disclosed, based on our most recent evaluation, to the Parent Guarantor's auditors and the audit committee of Parent Guarantor's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the Parent Guarantor's ability to record, process, summarize and report financial data and have identified for the Parent Guarantor's auditors any material weakness in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent Guarantor's internal controls. 7. The Parent Guarantor's other certifying officer and I have indicated in the Quarterly Report on Form 10-Q for the period ended June 30, 2003 whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. [Signatures on next page] C-2 Dated as of this 4th day of November 2003. _______________________________ Name: Lawrence A. Denton, Title: President and Chief Executive Officer _______________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary C-3 Annex D [Form of Opinion of Counsel for the Company] J.P. Morgan Securities Inc. and the other several Initial Purchasers listed on Schedule 1 to the Purchase Agreement referred to below c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Re: $50,000,000 8 5/8% Senior Notes due 2012 Ladies and Gentlemen: We are issuing this letter in our capacity as special counsel for Dura Operating Corp., a Delaware corporation (the "Company"), Dura Automotive Systems, Inc., a Delaware corporation ("Parent"), and each of the subsidiaries of the Company listed on Exhibit A attached hereto (the "Subsidiary Guarantors" and, collectively with Parent, the "Guarantors") in response to the requirement in Section 5(g) of the Purchase Agreement, dated October 29, 2003 (the "Purchase Agreement"), among the Company, the Guarantors and J.P. Morgan Securities Inc. and the other several Initial Purchasers listed on Schedule 1 of the Purchase Agreement (collectively, the "Initial Purchasers" and herein being called "you"). Every term which is defined or given a special meaning in the Purchase Agreement and which is not given a different meaning in this letter has the same meaning whenever it is used in this letter as the meaning it is given in the Purchase Agreement. In connection with the preparation of this letter, we have among other things read: (a) the Offering Memorandum of the Company and the Guarantors, dated October 29, 2003, covering the offering and sale of the Securities (the "Offering Memorandum"); (b) an executed original of the Purchase Agreement; (c) an executed original of the Indenture; (d) specimen certificate of the Securities and the Guarantees; (e) an executed original of the Registration Rights Agreement; (f) a certified copy of (i) resolutions adopted by the Board of Directors of the Company on October [__], 2003, (ii) resolutions adopted by the Pricing Committee of the Board of Directors of the Company on October [__], 2003 and (iii) resolutions adopted by the Board of Directors of each of the Guarantors (or, in the case of Dura G.P., the general partner) on October [__], 2003; and; (f) a certified copy of resolutions adopted on October ___, 2003 by the Board of Directors of each of the Subsidiary Guarantors; and (g) copies of all certificates and other documents delivered today at the closing of the purchase and sale of the Securities under the Purchase Agreement. The term "Transaction Documents" is used in this letter to collectively refer to the Purchase Agreement, the Indenture, the Securities, the Guarantees and the Registration Rights Agreement. Subject to the assumptions, qualifications and limitations which are identified in this letter, we advise you that: (1) Each of the Company and Parent is a corporation validly existing and in good standing under the General Corporation Law of the State of Delaware. (2) Each of the Company and Parent is qualified to do business as a foreign corporation and is in good standing in those states listed on Exhibit A attached hereto, which we have been informed by the Company are the only states in which the Company or Parent is qualified to do business as a foreign corporation. (3) Each of the Subsidiary Guarantors is a validly existing corporation or general partnership, as the case may be, and is in good standing under the laws of the jurisdiction of its organization. Each of the Subsidiary Guarantors is qualified to do business as a foreign corporation or general partnership, as the case may be, and is in good standing in those states listed on Exhibit A attached hereto, which we have been informed by the Company are the only states in which such Subsidiary Guarantor is qualified to do business as a foreign corporation or general partnership, as the case may be. (4) Each of the Company and the Guarantors has under its charter, bylaws or other organizational documents the power to own and lease its properties and to conduct its business as described in the Offering Memorandum. (5) The Purchase Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors. D-2 (6) The Indenture has been duly authorized, executed and delivered by the Company and each of the Guarantors. The Indenture is a valid and binding obligation of the Company and each of the Guarantors, and is enforceable against the Company and each of the Guarantors in accordance with its terms. (7) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors. The Registration Rights Agreement is a valid and binding obligation of the Company and each of the Guarantors, and is enforceable against the Company and each of the Guarantors in accordance with its terms. (8) The Securities have been duly authorized, executed and delivered by the Company, and when paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement (assuming the due authentication and delivery of the Securities by the Trustee in accordance with the Indenture), will constitute "Additional Notes" under the terms of the Indenture, will constitute the valid and binding obligations of the Company, and will be enforceable against the Company in accordance with their terms. (9) The Guarantees of the Securities have been duly authorized, executed and delivered by each of the Guarantors and, when the Securities have been paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement (assuming the due authentication and delivery of the Securities by the Trustee in accordance with the Indenture), will constitute Guarantees under the terms of the Indenture, will constitute the valid and binding obligations of each of the Guarantors and will be enforceable against the Guarantors in accordance with their terms. (10) Each of the Board of Directors of each of the Company and the Guarantors (other than Dura G.P.), and the general partner of Dura G.P., has adopted by requisite vote the resolutions necessary to authorize the execution, delivery and performance of, in the case of the Company, the Exchange Securities and, in the case of the Guarantors, the Exchange Guarantees. No approval by the stockholders (or, in the case of Dura G.P., the partners) of the Company or the Guarantors is required for the authorization, delivery or performance of the Exchange Securities or the Exchange Guarantees. (11) The execution and delivery of the Purchase Agreement, the Registration Rights Agreement by the Company and each of the Guarantors, the performance by the Company and the Guarantors of their respective obligations thereunder and the consummation of the transactions contemplated thereby (including, without limitation, the Company's issuance and sale of the Securities to you in accordance with the terms of the Purchase Agreement and the application of the net proceeds therefrom as described in the Offering Memorandum under the caption "Use of proceeds") do not and will not conflict with or constitute or result in a breach, creation of a lien or encumbrance or default under (or an event which with notice or the passage of time or both would constitute a default under) or violation of any of, (i) the charter, bylaws or other organizational documents of the Company and the Guarantors, (ii) any statute or D-3 governmental rule or regulation which, in our experience, is normally applicable both to general business corporations that are not engaged in regulated business activities and to transactions of the type contemplated by the Offering Memorandum (but without our having made any special investigation as to other laws and provided that we express no opinion in this paragraph with respect to (a) any laws, rules or regulations to which the Company or the Guarantors may be subject as a result of the Initial Purchasers' legal or regulatory status or the involvement of the Initial Purchasers in such transactions, (b) any laws, rules or regulations relating to misrepresentations or fraud or (c) the Securities Act, the Exchange Act or the Trust Indenture Act of 1939) or (iii) the terms or provisions of any contract set forth on Exhibit B attached hereto, which the Company and the Guarantors have represented to us constitute all of the material contracts of the Company and the Guarantors (provided that in each case we express no opinion as to compliance with any financial test or cross-default provision in any such agreement), except for in the case of clauses (ii) and (iii) above, any such conflict, breach, violation, default or event which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change or to materially impair the ability of the Company or the Guarantors to perform their respective obligations under the Transaction Documents. (12) To our actual knowledge, no consent, waiver, approval, authorization or order of any court or governmental authority is required for the issuance and sale by the Company of the Securities or the issuance of the Guarantees of the Securities by the Guarantors to the Initial Purchasers or the consummation by the Company or the Guarantors of the other transactions contemplated by the Transaction Documents, except such as may be required under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939 and the security or Blue Sky laws of the various states (and the rules and regulations thereunder), as to which we express no opinion in this paragraph. (13) No registration under the Securities Act of the Securities is required in connection with the sale of the Securities to the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Offering Memorandum or in connection with the initial resale of the Securities by the Initial Purchasers in accordance with the Purchase Agreement assuming (i) that the purchasers who buy such Securities in the initial resale thereof are qualified institutional buyers as defined in Rule 144A promulgated under the Securities Act, or persons other than U. S. persons in connection with offers and sales made in reliance upon Regulation S under the Securities Act, (ii) the accuracy and completeness of the Initial Purchasers' representations set forth in Section 1(b) of the Purchase Agreement (including Annex A thereto), and those of the Company and the Guarantors set forth in Sections 3(b), 3(c) and 3(dd) of the Purchase Agreement regarding, among other things, the absence of a general solicitation in connection with the sale of such Securities to the Initial Purchasers and the initial resales thereof, and (iii) the compliance with the procedures set forth in the Purchase Agreement by the Initial Purchasers, the Company and the Guarantors. D-4 (14) The information in the Offering Memorandum under the headings "Description of notes," "Exchange offer and registration rights," "Transfer restrictions," "Certain U.S. federal tax considerations" and "Certain ERISA considerations" to the extent that it summarizes laws, governmental rules or regulations or documents referred to therein is correct is all material respects. (15) We have no knowledge about any legal or governmental proceeding that is pending or threatened against Parent or any of its subsidiaries that has caused us to conclude that such proceeding would be required to be described by Item 103 of Regulation S-K under the Securities Act if the issuance of the Securities were being registered under the Securities Act but is not so described in the Offering Memorandum. (16) Neither the Company nor any Guarantor is, and immediately after the sale of the Securities to the Initial Purchasers and application of the net proceeds therefrom as described in the Offering Memorandum under the caption "Use of proceeds" will be, an "investment company" as such term is defined in the Investment Company Act. (17) To our actual knowledge, there are no contracts, agreements or understandings between the Company or the Guarantors and any other person granting such person the right to require the Company or the Guarantors to include any securities with the Exchange Securities registered pursuant to the Exchange Offer Registration Statement. (18) Neither the sale, issuance, execution or delivery of the Securities nor the application of the net proceeds therefrom as described in the Offering Memorandum under the caption "Use of proceeds" will contravene Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System. ********* The purpose of our professional engagement was not to establish factual matters, and preparation of the Offering Memorandum involved many determinations of a wholly or partially nonlegal character. We make no representation that we have independently verified the accuracy, completeness or fairness of the Offering Memorandum or that the actions taken in connection with the preparation of the Offering Memorandum (including the actions described in the next paragraph) were sufficient to cause the Offering Memorandum to be accurate, complete or fair. We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the Offering Memorandum except to the extent otherwise explicitly indicated in numbered paragraph 14 above. We can however confirm that we have participated in conferences with representatives of the Company, representatives of the Initial Purchasers, counsel for the Initial Purchasers and representatives of the independent auditors for the Company during which disclosures in the Offering Memorandum and related matters were D-5 discussed. In addition, we have reviewed certain corporate records furnished to us by the Company. We were not retained by Parent or the Company to prepare the periodic reports, proxy statements or other materials incorporated by reference into the Offering Memorandum and our knowledge about those materials is limited to our review thereof. Based upon our participation in the conferences and our document review identified in the preceding paragraph, our understanding of applicable law and the experience we have gained in our practice thereunder and relying as to materiality to a large extent upon the opinions and on statements of officers of Parent and/or the Company, we can, however, advise you that nothing has come to our attention that has caused us to conclude that the Offering Memorandum, at the date it bears or on the date of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. ********* Except for the activities described in the immediately preceding section of this letter, we have not undertaken any investigation to determine the facts upon which the advice in this letter is based. We have assumed for purposes of this letter: each document we have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; that the Purchase Agreement and every other agreement we have examined for purposes of this letter constitutes a valid and binding obligation of each party to that document and that each such party has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement (except that we make no such assumption with respect to the Company, Parent and each of the Subsidiary Guarantors); and that you have acted in good faith and without notice of any fact which has caused you to reach any conclusion contrary to any of the advice provided in this letter. We have also made other assumptions which we believe to be appropriate for purposes of this letter. In preparing this letter we have relied without independent verification upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual information represented to be true in the Purchase Agreement and other documents specifically identified at the beginning of this letter as having been read by us; (iii) factual information provided to us by the Company or its representatives; and (iv) factual information we have obtained from such other sources as we have deemed reasonable. We have assumed that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading. For purposes of numbered paragraphs 1, 2 and 3, we have relied D-6 exclusively upon certificates issued by governmental authorities in the relevant jurisdictions and such opinion is not intended to provide any conclusion or assurance beyond that conveyed by those certificates. We confirm that we do not have knowledge that has caused us to conclude that our reliance and assumptions cited in the two immediately preceding paragraphs are unwarranted. Whenever this letter provides advice about (or based upon) our knowledge of any particular information or about any information which has or has not come to our attention such advice is based entirely on the conscious awareness at the time this letter is delivered on the date it bears by the lawyers with Kirkland & Ellis LLP who have devoted substantive attention to the negotiation or preparation of the Transaction Documents, the Offering Memorandum and the due diligence associated therewith. Each opinion (an "enforceability opinion") in this letter that any particular contract is a valid and binding obligation or is enforceable in accordance with its terms is subject to: (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed doctrines in this area such as substantive consolidation and equitable subordination; (ii) the effect of general principles of equity; and (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations. "General principles of equity" include but are not limited to: principles limiting the availability of specific performance and injunctive relief; principles which limit the availability of a remedy under certain circumstances where another remedy has been elected; principles requiring reasonableness, good faith and fair dealing in the performance and enforcement of an agreement by the party seeking enforcement; principles which may permit a party to cure a material failure to perform its obligations; and principles affording equitable defenses such as waiver, laches and estoppel. It is possible that terms in a particular contract covered by our enforceability opinion may not prove enforceable for reasons other than those explicitly cited in this letter should an actual enforcement action be brought, but (subject to all the exceptions, qualifications, exclusions and other limitations contained in this letter) such unenforceability would not in our opinion prevent the party entitled to enforce that contract from realizing the principal benefits purported to be provided to that party by the terms in that contract which are covered by our enforceability opinion. Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York or the federal law of the United States, except that the opinions in paragraphs 1, 3 and 4 and paragraphs 5, 6, 7, 8, 9 and 10 with respect to the due authorization, execution and delivery of the Transaction Documents are based solely on the Delaware General Corporation Law (the "DGCL") with respect to the Company, Parent and those Subsidiary Guarantors set forth on Exhibit A that are incorporated under the DGCL and the corporate or partnership statutes listed on Exhibit C attached hereto with respect to the other Subsidiary Guarantors. We note that we are not admitted to practice in Indiana, Michigan and Tennessee and, as such, our opinions are based solely on our review of the applicable provisions of the corporate statutes listed on Exhibit C attached hereto as such statutes relate to such Subsidiary Guarantors D-7 without regard to any regulations promulgated thereunder or any judicial, administrative or regulatory interpretations thereof. In our opinion, New York state courts would apply New York state law to resolve state law issues arising under the Transaction Documents. We express no opinion as to what law might be applied by any other courts to resolve any issue addressed by our opinion and we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually be applied to resolve issues which may arise under the Transaction Documents. The manner in which any particular issue would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. This letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. None of the opinions or other advice contained in this letter considers or covers: (i) any state securities (or "blue sky") laws or regulations, (ii) any financial statements or supporting schedules (or any notes to any such statements or schedules) or other financial or statistical information set forth or incorporated by reference in (or omitted from) the Offering Memorandum or (iii) any rules and regulations of the National Association of Securities Dealers, Inc. relating to the compensation of underwriters. In addition, none of the opinions or other advice contained in the letter covers or otherwise addresses any of the following types of provisions which may be contained in the Transaction Documents: (i) provisions mandating contribution towards judgments or settlements among various parties; (ii) waivers of benefits and rights to the extent they cannot be waived under applicable law; (iii) provisions providing for liquidated damages, late charges and prepayment charges, in each case if deemed to constitute penalties; (iv) provisions which might require indemnification or contribution in violation of general principles of equity or public policy, including, without limitation, indemnification or contribution obligations which arise out of the failure to comply with applicable state or federal securities laws; or (v) requirements in the Transaction Documents specifying that provisions thereof may only be waived in writing (these provisions may not be valid, binding or enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created modifying any provision of such documents). This letter does not cover any other laws, statutes, governmental rules or regulations or decisions which in our experience are not usually considered for or covered by opinions like those contained in this letter or are not generally applicable to transactions of the kind covered by the Purchase Agreement. This letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have knowledge at that time, by reason of any change subsequent to that time in any law, other governmental requirement or interpretation thereof covered by any of our opinions or advice, or for any other reason. This letter is being provided to you pursuant to the provision in the Purchase Agreement cited in the initial paragraph of this letter and may not be relied upon by you D-8 for any other purpose. Without our written consent: (i) no person other than the Initial Purchasers may rely on this letter for any purpose; (ii) this letter may not be cited or quoted in any financial statement, offering memorandum, private placement memorandum or other similar document; (iii) this letter may not be cited or quoted in any other document or communication which might encourage reliance upon this letter by any person or for any purpose excluded by the restrictions in this paragraph; and (iv) copies of this letter may not be furnished to anyone for purposes of encouraging such reliance. Very truly yours, KIRKLAND & ELLIS LLP D-9 EXHIBIT A GOOD STANDING

EXHIBIT B MATERIAL CONTRACTS(1) 1. Indenture, dated as of April 18, 2002, among Dura Operating Corp., the guarantors named therein and BNY Midwest Trust Company, as trustee, as supplemented to the date hereof. 2. Amended and Restated Credit Agreement, dated as of March 19, 1999, as amended and restated as of October [__], 2003, among Dura Automotive Systems, Inc., a Delaware corporation ("Parent") as parent guarantor, Dura Operating Corp., a Delaware corporation ("Dura"), Trident Automotive Limited, a private limited company incorporated under the laws of England and Wales, Dura Holdings Germany GmbH, a limited liability company organized under the laws of Germany, Dura Automotive Systems Europe, S.A., a company organized under the laws of France, Dura Automotive Systems (Canada), Ltd, an Ontario corporation, the several banks and other financial institutions or entities from time to time parties to this Agreement, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, as administrative agent [(THE "AGENT")]. 3. The security documents related to the Amended and Restated Credit Agreement described in item 2 above, as follows: (a) the Reaffirmation and Amendment of Guarantees, dated as of March 19, 1999, executed by Parent, Dura, Dura Automotive Systems Cable Operations Inc. ("DASCO"), Column Shifter Operations ("Column Shifter Operations") and Universal Tool & Stamping Company Inc. ("Universal Tool" and collectively with all of the parties named in this item (a), the "U.S. Transaction Parties") in favor of the [AGENT]; (b) the Amended and Restated Corporate Guaranty, dated as of March 19, 1999, executed by Parent, Column Shifter Operations and Universal Tool in favor of the Agent; (c) the Amended and Restated Corporate Guaranty, dated as of March 19, 1999, executed by the Dura in favor of the Agent; (d) the Amended and Restated Guaranty, dated as of March 19, 1999, executed by DASCO in favor of the Agent; (e) the Reaffirmation and Amendment of Collateral Documents, dated as of March 19, 1999, executed by each of the U.S. Transaction Parties in favor of the Agent; - -------- (1) Description of credit documents contained in numbers 2 and 3 below to be finalized. (f) the Security Agreement, dated as of March 19, 1999, among the U.S. Transaction Parties and the Agent; (g) the Amended and Restated Pledge Agreement, dated as of March 19, 1999, executed by Parent in favor of the Agent; (h) the Amended and Restated Pledge Agreement, dated as of March 19, 1999, executed by the Dura in favor of the Agent; (i) the Joinder Agreement to Security Agreement, dated as of March 23, 1999, executed by Adwest Western Automotive, Inc. ("AWA") and Adwest Electronics, Inc. ("AEI"); (j) the Pledge Agreement, dated as of March 23, 1999, executed by AEI in favor of the Agent; (k) the Guaranty, dated as of March 23, 1999, executed by each of Atwood Industries, Inc. ("Atwood"), X.E. Co. ("XE"), Excel of Tennessee, L.P. ("Excel of Tennessee"), Excel Corporation ("Excel"), Excel Industries of Michigan, Inc. ("Excel Michigan"), Anderson Industries, Inc. ("Anderson"), Hydro Flame Corporation ("Hydro Flame"), Mark I Molded Plastics, Inc. ("Mark I"), Mark I Molded Plastics of Tennessee, Inc. ("Mark I Tennessee") and Atwood Automotive Industries, Inc. ("Atwood Automotive") in favor of the Agent; (l) the Joinder Agreement to Security Agreement, dated as of March 23, 1999, executed by XE, Excel Tennessee, Excel, Excel Michigan, Anderson, Atwood, Hydro Flame, Mark I, Mark I Tennessee and Atwood Automotive in favor of the Agent; (m) the Supplement to Pledge Agreement, dated as of March 23, 1999, between the Dura and the Agent; (n) the Pledge Agreement, dated as of March 23, 1999, between Atwood and the Agent; (o) the Pledge Agreement, dated as of March 23, 1999, between Mark I and the Agent; (p) the Pledge Agreement, dated as of March 23, 1999, between Anderson and the Agent; (q) the Assignment and Pledge Agreement, dated as of March 23, 1999, between XE, Excel Michigan and the Agent; (r) the Joinder Agreement to Credit Agreement, dated as of March 23, 1999, executed by Adwest Automotive plc in favor of the Agent; and (s) the Joinder Agreement to Pledge Agreement and Security Agreement, dated as of April 18, 2002, executed by Dura G.P. in favor of the Agent. 4. Amended and Restated Stockholders Agreement, dated as of August 13, 1996, by and among Dura Automotive Systems, Inc., Onex DHC LLC, J2R Corporation, Alkin Co. and each of the other stockholders named therein. 5. Amended and Restated Investor Stockholders Agreement, dated as of August 13, 1996, by and among Dura Automotive Systems, Inc., Onex DHC LLC, J2R Corporation and the other stockholders listed on the signature page thereto. 6. Registration Agreement, dated as of August 31, 1994, among Dura Automotive Holding, Inc. (predecessor to Dura Automotive Systems, Inc.), and the persons listed on Schedule A attached thereto and Orscheln Co. (now known as Alkin Co.) as amended by Amendment to Registration Agreement, dated as of May 17, 1995. 7. Joint Venture Agreement by and among Orscheln Co., MC Holding Corp., Onex U.S. Investments, Inc., J2R Corporation and Dura Automotive Holding, Inc., dated as of August 31, 1994. 8. Agreement and Plan of Merger, dated as of January 19, 1999, by and among Dura Automotive Systems, Inc., Windows Acquisition Corporation and Excel Industries, Inc., as amended by Amendment to Agreement and Plan of Merger, dated as of March 9, 1999. 9. Stock Purchase Agreement, dated as of April 8, 1998, by and among Dura Automotive Systems (UK) Limited and the various selling shareholders listed on the various signature pages thereto. 10. Dollar Notes Indenture, dated as of April 22, 1999, by and among Dura Operating Corp., the guarantors named therein and U.S. Bank Trust National Association, as trustee, as amended to the date hereof. 11. Euro Notes Indenture, dated as of April 22, 1999, by and among Dura Operating Corp., the guarantors named therein and U.S. Bank Trust National Association, as trustee, as amended to the date hereof. 12. Indenture, dated as of June 11, 2001, by and among Dura Operating Corp., the guarantors named therein and U.S. Bank Trust National Association, as trustee, as amended to the date hereof. EXHIBIT C CORPORATE STATUTES INDIANA BUSINESS CORPORATION LAW Dura Automotive Systems of Indiana, Inc. Universal Tool & Stamping Company Inc. Creation Group Holdings, Inc. Creation Group, Inc. MICHIGAN BUSINESS CORPORATION ACT Atwood Automotive Inc. ILLINOIS BUSINESS CORPORATION ACT Atwood Mobile Products, Inc. DELAWARE REVISED UNIFORM PARTNERSHIP ACT Dura G.P. Exhibit A [Form of Registration Rights Agreement] EX-3.21 4 c80925exv3w21.txt ARTICLES OF INCORPORATION Exhibit 3.21 ARTICLES OF INCORPORATION OF HEYWOOD WILLIAMS, INC. The undersigned incorporator, desiring to form a corporation (the "Corporation") pursuant to the provisions of The Indiana Business Corporation Law (such law, as amended from time to time, is referred to as the "Act"), executes the following Articles of Incorporation. ARTICLE I Name The name of the Corporation is Heywood Williams, Inc. ARTICLE II Purposes The purpose for which the Corporation is organized is to engage in any lawful business for which corporations may be incorporated under the Act. ARTICLE III Amount of Capital Stock: Par Value The total number of shares which the Corporation has authority to issue is 10,000 shares at $1.00 par value. ARTICLE IV Terms of Capital Stock 1. Classes and Rights. All shares of the Corporation shall be of one class and shall be known as shares of Common Stock. All shares of Common Stock shall have the same relative rights, preferences, limitations and restrictions. Each Shareholder of Common Stock shall be entitled to one vote for each share of Common Stock standing in that Shareholder's name on the books of the Corporation on each matter voted at a Shareholders' meeting. Holders of outstanding Common Stock shall be entitled to receive the net assets of the Corporation on dissolution. 2. Issue and Consideration. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property of benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, shares of capital stock or other securities of any other corporation, conversion of indebtedness into equity of the Corporation or other securities of the Corporation. ARTICLE V Directors 1. Number. The number of Directors may be fixed from time to time by the by-laws of the Corporation. In the absence of a designation of the number of Directors in the by-laws, the number of Directors of the Corporation shall be the number of Directors on the initial Board of Directors. 2. Initial Directors. The following individuals shall serve as the initial Board of Directors of the Corporation:

ARTICLE VI By-Law Amendments The By-Laws of the Corporation may be amended by the Board of Directors. ARTICLE VII Indemnification The Corporation shall indemnify every person who is or was a Director of the Corporation against all liability to the fullest extent permitted by Chapter 37 of the Act, provided -2- that such person is determined in the manner specified by Chapter 37 of the Act to have met the standard of conduct specified in Chapter 37 of the Act. The Corporation shall, to the fullest extent permitted by Chapter 37 of the Act, pay for or reimburse the reasonable expenses incurred by every person who is or was a Director who is a party to a proceeding in advance of final disposition of the proceeding, in the manner specified by Chapter 37 of the Act. The Corporation shall indemnify and advance expenses to every person who is or was an Officer of the Corporation to the same extent as if such person were a Director of the Corporation (All such persons who are or were directors or officers of the Corporation are referred to as "Indemnitee"). The indemnification and advance of expenses for Indemnitees shall apply to service in the Indemnitee's official capacity with the Corporation, and to service at the Corporation's request, while also acting in an official capacity with the Corporation, as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. All references in this paragraph to Chapter 37 of the Act shall be deemed to include any amendment or successor to the Act. When a word or phrase used in this paragraph is defined in Chapter 37 of the Act, such word or phrase shall have the same meaning in this paragraph that it has in Chapter 37 of the Act. Nothing contained in this paragraph shall limit or preclude the exercise of any right relating to indemnification or advance of expenses to any Indemnitee or the ability of the Corporation to otherwise indemnify or advance expenses to any Indemnitee. These provisions shall be binding upon any successor to the Corporation so that each Indemnitee shall be in the same position with respect to any resulting, surviving, or succeeding entity as he or she would have been had the separate legal existence of the Corporation continued; provided, that unless expressly provided or agreed otherwise, this sentence shall be applicable only to Indemnitees acting in an official capacity or in another capacity set forth above prior to termination of the separate legal existence of the Corporation. These provisions shall be deemed to create a contract right for the benefit of every Indemnitee if (i) any act or omission complained of in a proceeding against the Indemnitee, (ii) any portion of a proceeding, or (iii) any determination or assessment of liability, occurs while the provisions are in effect. If any word, clause, or sentence of the provisions regarding indemnification or advancement of expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. If any Court holds any word, clause, or sentence of this paragraph invalid, the Court is authorized and empowered to rewrite these provisions to achieve their purpose to the extent possible. All references in this paragraph to any Indemnitee shall include the heirs, estate, executors, administrators and personal representatives of such person. ARTICLE VIII Registered Agent The name and business address of the registered agent at the Corporation's registered office is: Joseph Trippel Heywood Williams USA, Inc. 53132 C.R. 13 Elkhart, Indiana 46514 -3- ARTICLE IX Incorporator(s) The name and, address of the incorporator is:

IN WITNESS WHEREOF, the undersigned incorporator executes these Articles of Incorporation of the Corporation and certifies to the truth of the facts herein stated this 11th day of August, 1995. /s/ Stephen P. Merchant ----------------------------------------- Incorporator -4- EX-3.22 5 c80925exv3w22.txt ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORP. EXHIBIT 3.22 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF HEYWOOD WILLIAMS, INC. Date of Incorporation: August 14, 1995 The undersigned officers of the above referenced Corporation (hereinafter referred to as the "Corporation") existing pursuant to the provisions of the Indiana Business Corporation Law, as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: ARTICLE I AMENDMENT(s) The exact text of Article I of the Articles of Incorporation is now as follows: "The name of the Corporation is Creation Group Holdings, Inc." ARTICLE II The date of each amendment's adoption: June 26, 2003. ARTICLE III MANNER OF ADOPTION AND VOTE SECTION 2 The Shareholders of the Corporation entitled to vote in respect of the amendment adopted the proposed amendment. The amendment was adopted by unanimous written consent executed on June 26, 2003, and signed by all shareholders entitled to vote. I hereby verify subject to the penalties of perjury that the statements contained are true this 1st day of July, 1993. ARTICLE IV COMPLIANCE WITH LEGAL REQUIREMENTS The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 27th day of June, 2003. Signature of current officer or chairman of the board: /s/ Joseph B. Trippel Printed name of current officer or chairman of the board: Joseph B. Trippel Signator's Title: Secretary EX-3.23 6 c80925exv3w23.txt BY-LAWS Exhibit 3.23 CODE OF BY-LAWS OF HEYWOOD WILLIAMS, INC. ARTICLE 1 Identification Section 1.01. Name. The name of the Corporation is Heywood Williams, Inc. (the "Corporation"). Section 1.02. Place of Keeping Corporate Books and Records. The Corporation shall keep a copy of the following records at its principal office: (1) Its Articles of Incorporation ("Articles") or restated Articles and all amendments currently in effect. (2) Its Code of By-Laws ("By-Laws") or restated By-Laws and all amendments currently in effect. (3) Resolutions adopted by its Board of Directors ("Board") with respect to one (1) or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding. (4) The minutes of all Shareholders' meetings, and records of all action taken by Shareholders without a meeting, for the past three (3) years. (5) All written communications by the Corporation to Shareholders within the past three (3) years, including the financial statements furnished for the past three (3) years. (6) A list of the names and business addresses of its current Directors and Officers. (7) Its most recent annual report delivered to the Secretary of State. The Corporation shall also maintain and keep at its principal office, or at any other place that the Board directs, the following records: (1) Minutes of all meetings of its Shareholders and Board, a record of all actions taken by the Shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board on behalf of the Corporation. (2) Appropriate accounting records. (3) A record of its Shareholders, in a form that permits preparation of a list of the names and addresses of all Shareholders, in alphabetical order by class of shares showing the number of shares held by each. All of the records described in this section shall be maintained in written form or in another form capable of conversion into written form within a reasonable time. Section 1.03. Seal. The Board may designate the design and cause the Corporation to obtain and use a corporate seal, but the failure of the Board to designate a seal or the absence of the impression of the seal from any document shall not affect in any way the validity or effect of the document. Section 1.04. Fiscal Year. The fiscal year of the Corporation shall end at the time determined by the Board. If the Board does not make a determination, the fiscal year of the Corporation shall be the fiscal year adopted in the first federal income tax return of the Corporation. Section 1.05. Annual Financial Statements to Shareholders. On written request of any Shareholder, the Corporation shall prepare and mail to the Shareholder annual financial statements, which may be consolidated or combined statements of the Corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year most recently completed, an income statement for that year, and a statement of changes in Shareholders' equity for that year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation's accounting records: (1) Stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. ARTICLE 2 Shares Section 2.01. Certificates for Shares. Each holder of the Common Stock of the Corporation shall be entitled to a certificate in the form prescribed by the Board from time to time, signed by the Chairman or Deputy Chairman or President or the Vice-President, and the Secretary or Treasurer (or Assistant Secretary or Assistant Treasurer, if any) of the Corporation, or by the sole officer if the Corporation has only one officer. Section 2.02. Transfer of Shares. The Common Stock of the Corporation shall be transferable only on the books of the Corporation upon surrender of the certificate or certificates -2- representing the same. The certificate or certificates (or an instrument of transfer or assignment satisfactory to the Corporation and delivered to the Corporation) must be properly endorsed by the registered holder or by his duly authorized attorney, with the endorsement or endorsements witnessed by one witness or guaranteed by a bank or registered securities broker or dealer. The requirement for a witness or guarantee may be waived in writing upon the form of endorsement by the President of the Corporation. Section 2.03. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate for shares of Common Stock in the place of any certificate alleged to have been lost, stolen or destroyed, but the Board may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to furnish an affidavit as to the loss, theft or destruction and to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction of the certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board, it is not imprudent to do so. Section 2.04. Shares Issued for Notes or Future Services. If the Corporation authorizes the issuance of shares for promissory notes or for promises to render services in the future, the Corporation shall report in writing to the Shareholders the number of shares authorized to be so issued with or before the notice of the next Shareholders' meeting. ARTICLE 3 Meetings of Shareholders Section 3.01. Place of Meetings. All meetings of Shareholders of the Corporation shall be held at the principal office of the Corporation or at any other place, within or without the State of Indiana, as may be specified in the notices or waivers of notice of the meeting. Section 3.02. Annual Meeting. Unless otherwise determined by the Board, the annual meeting of the Shareholders for the election of Directors, and for the transaction of other business which may properly come before the meeting, shall be held at 2:00 p.m. on the third (3rd) Thursday of the third (3rd) month following the close of each fiscal year, if not a legal holiday, and if a holiday then on the first following day that is not a legal holiday. Failure to hold the annual meeting at the designated time shall not work any forfeiture or a dissolution of the Corporation. Section 3.03. Special Meetings. Special meetings of the Shareholders may be called by the Chairman or by the Deputy Chairman or by the President or by the Board, and shall be called by the President if Shareholders holding of record not less than one-fourth (1/4) of all the shares of Stock outstanding and entitled to vote on the business proposed to be transacted sign, date and deliver to the Secretary of the Corporation one or more written demands for the meeting. Any request or demand for a special meeting of the Shareholders shall state the purpose or purposes of the proposed meeting. Section 3.04. Record Date. The Board of Directors may fix a record date, not exceeding seventy (70) days prior to the date of any meeting of Shareholders, for the purpose of -3- determining the Shareholders entitled to notice of and to vote at the meeting. In the absence of action by the Board fixing a record date, the record date shall be the fourteenth (14th) day prior to the date of the meeting. Section 3.05. Notice of Meetings. A notice stating the place, day and hour of the meeting, and, in the case of a special meeting or when otherwise required by any provision of the Indiana Business Corporation Law (the "Act"), the Articles or the By-Laws, the purpose or purposes for which the meeting is called, shall be delivered or mailed to each holder of Stock of the Corporation entitled to vote or otherwise entitled to notice under the Act, at the address which appears on the records of the Corporation, or shall be given orally in person or by telephone, at least ten (10) days but not more than sixty (60) days before the date of the meeting. Section 3.06. Waiver of Notice. Notice of any meeting may be waived before or after the date and time stated in the notice in writing by any Shareholder if the waiver is delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance at any meeting in person or by proxy waives objection to lack of notice or defective notice of the meeting unless the Shareholder (or his proxy) at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Shareholder (or his proxy) objects to considering the matter when it is presented. Section 3.07. Proxies. A Shareholder entitled to vote at any meeting of Shareholders may vote either in person or by proxy appointed in a writing signed by the Shareholder or a duly authorized attorney-in-fact of such Shareholder. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. The general proxy of a fiduciary shall be given the same effect as the general proxy of any other Shareholder. No appointment of a proxy shall be valid after eleven (11) months from the date of its execution unless it expressly provides a longer time. Section 3.08. Quorum. At any meeting of Shareholders, the holders of a majority of the outstanding shares which may be voted on the business to be transacted at the meeting, represented at the meeting in person or by proxy, shall constitute a quorum, and action on a matter, except election of Directors, is approved if votes cast favoring the action exceed the votes cast opposing the action, unless a greater number is required by law, the Articles or the By-Laws. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum is not present at any meeting, the holders of record of a majority of shares present in person or by proxy may adjourn the meeting from time to time, without notice, other than announcement at the meeting, until a quorum shall be present or represented, unless the Board fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally scheduled. Section 3.09. Voting Lists. The Secretary of the Corporation shall make a complete list of the Shareholders entitled to notice of each meeting, arranged in alphabetical order by voting -4- group (and within each voting group by class or series of shares), with the address and number of shares held by each, which list shall be on file at the principal office of the Corporation, or at a place identified in the meeting notice in the city where the meeting will be held, and subject to inspection by any Shareholder on written demand at any time during regular business hours for a period of five (5) days before the meeting. The list shall be produced at the meeting and subject to inspection by any Shareholder during the meeting. The original stock register or transfer book, or a duplicate kept in the State of Indiana, shall be the only evidence as to who are the Shareholders entitled to examine the list, or to notice of or to vote at any meeting of the Shareholders. Section 3.10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Shareholders may be taken without a meeting if one or more consents in writing setting forth the action taken are signed by all the Shareholders entitled to vote on the action, and the written consents are delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last Shareholder signs the consent, unless the consent specifies a different prior or subsequent effective date. Section 3.11. Meeting By Telephone, Etc. Any or all Shareholders may participate in any meeting of Shareholders by, or through the use of, any means of communication by which all Shareholders participating may simultaneously hear each other during the meeting. A Shareholder so participating is deemed to be present in person. ARTICLE 4 Board of Directors Section 4.01. Duties and Number. The business and affairs of the Corporation shall be managed under the direction of a Board consisting of not fewer than one (1) nor more than seven (7) members. The actual number of Directors may be fixed or changed, from time to time, within the maximum and minimum, by the Board. In the absence of a resolution by the Board fixing or changing the number of Directors, the number shall be the number of Directors on the initial Board. Section 4.02. Election, Term of Office and Qualification. Directors shall be elected at each annual meeting of the Shareholders by a plurality of the votes cast by the holder of the Stock entitled by the Articles to elect Directors. Directors shall be elected for a term of one year and shall hold office until their respective successors are elected and qualified. Directors need not be Shareholders of the Corporation. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Section 4.03. Powers of Directors. The Board shall exercise all the powers of the Corporation, subject to the restrictions imposed by law, the Articles or the By-Laws. Section 4.04. Annual Meeting. Unless otherwise determined by the Chairman, Deputy Chairman, President or the Board, the Board shall meet each year immediately after the annual meeting of the Shareholders, at the place where the meeting of the Shareholders was held for the purpose of electing Officers and considering any other business that may properly be brought -5- before the meeting. No notice shall be necessary for the holding of this annual meeting. If the annual meeting is not held as above provided, the election of Officers may be held at any subsequent duly constituted meeting of the Board. Section 4.05. Other Meetings. Regular meetings of the Board may be held, without notice, at the time as may from time to time be fixed by resolution of the Board. Special meetings of the Board may be called at any time by the Chairman, Deputy Chairman or President, and shall be called on the written request of any member of the Board. Special meetings may be held at any place within or without the State of Indiana. Notice of a special meeting shall be sent to each Director at his residence or usual place of business by letter sent by first class, certified, or registered United States mail, postage prepaid, or private carrier service, fees prepaid or billed to sender, or by telegram, telegraph, teletype, or other form of wire or wireless communication, and shall be effective if received on or before the second (2nd) day preceding the day of the meeting or five (5) days after mailing; or may be personally delivered or given orally to a Director in person or by telephone at any time on or before the second (2nd) day preceding the day of the meeting. A Director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. A Director's attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director at the beginning of the meeting or promptly upon the Director's arrival objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting. Section 4.06. Meeting by Telephone, etc. Any or all of the members of the Board or of any committee designated by the Board may participate in a meeting of the Board or the committee by means of conference telephone or similar communications equipment by which all Directors participating may simultaneously hear each other during the meeting, and participation by these means constitutes presence in person at the meeting. Section 4.07. Quorum. A majority of the number of Directors designated for a full Board shall be necessary to constitute a quorum for transacting any business except filling vacancies, and the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, the Articles or the By-Laws. Section 4.08. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if one or more written consents setting forth the action taken are signed by all members of the Board or of the committee, as the case may be, and the written consents are included in the minutes of proceedings of the Board or committee or filed with the corporate records. Action taken in this manner is effective when the last director signs the consent unless the consent specifies a different prior or subsequent effective date. Section 4.09. Resignations. Any Director may resign at any time by giving written notice to the Board, the Chairman, Deputy Chairman, President or the Secretary. Such resignation shall take effect when delivered unless the notice specifies a later effective date, and -6- unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective. Section 4.10. Removal. Any Director may be removed, either with or without cause, at any meeting of the Shareholders called for that purpose if the meeting notice states that the purpose or one of the purposes of the meeting is removal of the Director and if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director. If the notice so provides, the vacancy caused by the removal may be filled at the meeting by vote of the holders of a majority of the outstanding shares present and entitled to vote for the election of Directors. Section 4.11. Vacancies. Any vacancy occurring in the Board, caused by removal, resignation, death or other incapacity, or increase in the number of Directors, may be filled by the Shareholders or by the Board, or, if the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by a majority vote of the remaining members of the Board, until the next annual meeting of the Shareholders, or until the earlier removal, resignation, death or other incapacity of the Director. Shareholders shall be notified of any increase in the number of Directors and of the name, address, and principal occupation of any Director elected by the Board to fill any vacancy in the next mailing sent to the Shareholders following any such increase or election. If the vote of the remaining members of the Board results in a tie, the vacancy shall be filled by vote of the Shareholders at a special meeting called for the purpose. Section 4.12. Compensation of Directors. The Board is authorized to fix the compensation of Directors for attendance at meetings of the Board and additional compensation for additional services which any Director may perform for the Corporation. ARTICLE 5 Committees of the Board Section 5.01. Designation of Committees. The Board, by resolution adopted by the greater of a majority of the actual number of Directors elected and qualified or the number of Directors required to take action under Section 4.07 of these By-Laws, may designate two (2) or more of its number to constitute one or more committees, and may, at any time, increase or decrease the number of members of any committee, fill vacancies, change any member, and change the functions or terminate the existence of any committee. Section 5.02. Powers of Committees. During the intervals between meetings of the Board, and subject to any limitations required by law or by resolution of the Board, each committee shall have and may exercise all of the authority of the Board, except that a committee shall not have authority to (i) authorize distributions, except that a committee (or an executive officer of the Corporation designated by the Board) may authorize or approve a reacquisition of shares or other distribution if done according to a formula or method, or within a range, prescribed by the Board; (ii) approve or propose to the Shareholders action that by law is required to be approved by the Shareholders; (iii) fill vacancies on the Board or on any of its committees; (iv) except to the extent permitted by subsection (vii) below, amend the Articles when no Shareholder action is required by law; (v) adopt, amend, or repeal By-Laws; (vi) -7- approve a plan of merger not requiring Shareholder approval; or (vii) authorize or approve the issuance or sale or a contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except the Board may authorize a committee (or an executive officer of the Corporation designated by the Board) to take the action described in this subsection within limits prescribed by the Board. Section 5.03. Meetings; Procedure; Quorum. The provisions of these By-Laws and those required by law applicable to the Board respecting meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements apply to the committees and their members as well. The members of any committee shall act only as a committee, and the individual members shall have no power as such. All minutes of meetings of committees shall be submitted to the next succeeding meeting of the Board for approval; but failure to submit the minutes or to receive approval shall not invalidate any action taken by the Corporation upon authorization by a committee. ARTICLE 6 Officers Section 6.01. Number and Qualifications. The Officers of the Corporation shall consist of the, Chairman, the Deputy Chairman, the President, one (1) or more Vice-Presidents (if any), the Secretary, the Treasurer, and any other officers chosen by the Board at the times, in the manner and for the terms prescribed by the Board. Any two (2) or more offices may be held by the same person. Section 6.02. Election and Term of Office. The Officers shall be chosen annually by the Board, except that Assistant Officers may be designated as provided in Section 6.12 of these By-Laws. Each Officer shall hold office until his successor is chosen and qualified, or until his death, or until he resigns or is removed in the manner provided in these By-Laws. Section 6.03. Resignations. Any Officer may resign at any time by giving written notice to the Board, the President or the Secretary. A resignation shall take effect when the notice is delivered unless the notice specifies a later effective date. Unless the notice specifies otherwise, the acceptance of a resignation shall not be necessary to make it effective. Section 6.04. Removal. Any Officer may be removed either with or without cause, at any time, by the Board or, in the case of an Assistant Officer, by the Officer who appointed that Assistant Officer. Section 6.05. Vacancies. Whenever a vacancy occurs in any office by reason of death, resignation, removal, increase in the number of offices of the Corporation, or otherwise, it shall be filled by the Board, and the Officer so chosen shall hold office during the remainder of the term for which his predecessor was chosen or as otherwise provided in these By-Laws. Assistant Officers may be designated to fill vacancies by the Board or by the Chairman, Deputy Chairman or President, or by the Officer in the office served by the Assistant Officer. Section 6.06. Chairman. Subject to the general control of the Board, the Chairman shall oversee the management and business of the Corporation and shall discharge the usual functions of a Chairman of a corporation. The Chairman shall preside at all meetings of the Shareholders -8- and Directors, discharge all the direction which devolve upon a presiding officer, and perform such other duties as the Bylaws or Board may prescribe. Section 6.07. Deputy Chairman. The Deputy Chairman shall have all the powers of, and perform all the duties incumbent upon, the Chairman during the Chairman's absence or disability and shall have any additional powers and duties which the Bylaws or the Chairman may prescribe. Section 6.08. President. Subject to the general control of the Board, the President shall manage and supervise all the affairs and personnel of the Corporation and shall discharge all the usual functions of the chief executive officer of a corporation. In the absence of the Chairman and Deputy Chairman, he shall preside at all meetings of Shareholders and Directors, discharge all the duties which devolve upon a presiding officer, and perform such other duties as the By-Laws or the Board may prescribe. The President shall have full authority to execute proxies in behalf of the Corporation, to vote stock owned by it in any other corporation, and to execute, with the Secretary, powers of attorney appointing other corporations, partnerships, or individuals the agent of the Corporation, all subject to the provisions of the Act, the Articles and the By-Laws. Section 6.09. Vice-Presidents. The Vice-Presidents, in the order designated by the President or the Board, shall have all powers of, and perform all duties incumbent upon, the President during his absence or disability and shall have any additional powers and duties which the By-Laws, the Board or the President may prescribe. Section 6.10. Secretary. The Secretary shall authenticate records of the Corporation, attend all meetings of the Shareholders and of the Board, keep or cause to be kept a true and complete record of the proceedings of Directors' and Shareholders' meetings, perform a like duty, when required, for all committees appointed by the Board, and perform any other duties which the By-Laws, the Board or the President may prescribe. He shall give all notices of the Corporation; however, in case of his absence, negligence or refusal so to do, any notice may be given by a person directed by the President or by the requisite number of Directors or Shareholders upon whose request the meeting is called. Section 6.11. Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all moneys, notes, securities and other valuables which may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in a reliable bank or other depository to be designated by the Board, and shall keep the account in the name of the Corporation. He shall furnish at meetings of the Board, or whenever requested, a statement of the financial condition of the Corporation, and shall perform the other duties which the By-Laws, the Board or the President may prescribe. The Treasurer may be required to furnish bond in an amount determined by the Board. Section 6.12. Assistant Officers. The Board or any Officer may from time to time designate and elect Assistant Officers who shall have the powers and duties as the Officers whom they are elected to assist shall specify and delegate to them, and any other powers and duties which the By-Laws, the Board or the Chairman, Deputy Chairman, President may -9- prescribe. An Assistant Secretary may, in the absence or disability of the Secretary, attest the execution of all documents by the Corporation. Section 6.13. Delegation of Authority. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may temporarily delegate the powers or duties of the Officer to any other Officer or Assistant Officer or to any Director. ARTICLE 7 Special Corporate Acts, Negotiable Instruments, Deeds, Contracts and Stock Section 7.01. Execution of Negotiable Instruments. All checks, drafts, bills of exchange and orders for the payment of money of the Corporation shall, unless otherwise directed by the Board, or unless otherwise required by law, be signed by any two (2) of the following officers: Chairman, Deputy Chairman, President, Vice-President, Secretary or Treasurer. The Board may, however, authorize any one or more of these officers to sign checks, drafts, bills of exchange and orders for the payment of money by the Corporation singly and without necessity of countersignature; and the Board may designate any employee or employees of the Corporation, in addition to those named above, who may, in the name of the Corporation, execute checks, drafts, bills of exchange and orders for the payment of money by the Corporation or in its behalf. Section 7.02. Execution of Deeds, Contracts, Etc. All deeds, notes, bonds and mortgages made by the Corporation and all other written contracts and agreements, other than those executed in the ordinary course of corporate business, to which the Corporation shall be a party shall be executed in its name by any of the Chairman, Deputy Chairman, President, the Vice-President or by any other Officer so authorized by the Board, acting by resolution; and the Secretary, when necessary or required, shall attest the execution thereof. Section 7.03. Ordinary Contracts and Agreements. All written contracts and agreements into which the Corporation enters in the ordinary course of business operations shall be executed by any Officer of the Corporation or by any other employee of the Corporation designated by the President to execute such contracts and agreements. Section 7.04. Endorsement of Certificates for Shares. Unless otherwise directed by the Board, any share or shares issued by any corporation and owned by the Corporation (including reacquired shares of the Corporation) may, for sale or transfer, be endorsed in the name of the Corporation by the President or the Vice-President, duly attested by the Secretary. Section 7.05. Voting of Shares Owned by Corporation. Unless otherwise directed by the Board or limited by law, any share or shares issued by any other corporation and owned or controlled by the Corporation may be voted at any shareholders' meeting of the other corporation by any one of the Chairman, Deputy Chairman or President of the Corporation if he be present, or in his absence by the Vice-President of the Corporation. Whenever, in the judgment of the Chairman, Deputy Chairman or President, it is desirable for the Corporation to execute a proxy or give a shareholders' consent in respect to any share or shares issued by any other corporation and owned by the Corporation, the proxy or consent shall be executed in the name of the Corporation by any one of the Chairman, Deputy Chairman or President or the Vice-President of -10- the Corporation. Any person or persons designated in the manner above stated as the proxy or proxies of the Corporation shall have full right, power and authority to vote the share or shares issued by the other corporation and owned by the Corporation in the same manner as the share or shares might be voted by the Corporation. ARTICLE 8 Amendments Section 8.01. Amendment of By-Laws. These By-Laws may be amended, altered or revoked at any meeting of the Directors by the affirmative vote of a majority of the Directors. -11- EX-3.24 7 c80925exv3w24.txt ARTICLES OF INCORPORATION Exhibit 3.24 ARTICLES OF INCORPORATION The undersigned, desiring to form a corporation (hereinafter referred to as "Corporation") pursuant to the provisions of Indiana Business Corporation Law, as amended, executes the following Articles of Incorporation: ARTICLE I - NAME Name of Corporation: HW Holding Corp. ARTICLE II - REGISTERED OFFICE AND AGENT Registered Agent: The name and street address of the Corporation's Registered Agent and Registered Office for service of process are: CT Corporation System One North Capitol Indianapolis, IN 46204 Principal Office: The post office address of the principal office of the Corporation is: 640 Industrial Parkway Elkhart, IN 46516 ARTICLE III - AUTHORIZED SHARES Number of shares: 10,000 Common ARTICLE IV - INCORPORATORS

In Witness Whereof, the undersigned being all the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true, this 27th day of May, 1993. Signature: /s/ Sarah E. Filler Printed name Sarah E. Filler This instrument was prepared by: Sarah E. Filler, Legal Assistant, 525 West Monroe Street, Suite 1600, Chicago, Illinois 60661-3693 EX-3.25 8 c80925exv3w25.txt ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORP. Exhibit 3.25 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF HW HOLDING CORP. The undersigned officers of HW HOLDING CORP. (hereinafter referred to as the "Corporation") existing pursuant to the provisions of the Indiana Business Corporation Law, as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts: ARTICLE I AMENDMENT(s) SECTION 1 The date of incorporation of the corporation is: _______________. SECTION 2 The name of the corporation following this amendment to the Articles of Incorporation is: CREATION GROUP, INC. SECTION 3 The exact text of "Article(s) I - Name" of the Articles of Incorporation is now as follows: The name of this corporation is CREATION GROUP, INC. SECTION 4 Date of each amendment's adoption: June 25, 1993. ARTICLE II MANNER OF ADOPTION AND VOTE SECTION 1 Action by Directors. The Board of Directors of the Corporation duly adopted a resolution proposing to amend the terms and provisions of "Article(s) I - Name" of the Articles of Incorporation and directing a meeting of the Shareholders, to be held on June 25, 1993, allowing such Shareholders to vote on the proposed amendment. The resolution was adopted by written consent executed on June 25, 1993, and signed by all members of the Board of Directors. SECTION 2 Action by Shareholders. The Shareholders of the Corporation entitled to vote in respect of the Articles of Amendment adopted the proposed amendment. The amendment was adopted by written consent executed on June 25, 1993, and signed by all such Shareholders. SECTION 3 Compliance with Legal Requirements. The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation. I hereby verify subject to the penalties of perjury that the statements contained are true this 1st day of July, 1993. Current Officer's Signature: Officer's Name Printed: /s/ Robert Hotovy Robert Hotovy Officer's Title: President EX-3.26 9 c80925exv3w26.txt BY-LAWS Exhibit 3.26 BY LAWS OF HW HOLDING CORP. ARTICLE I OFFICES The principal office of the corporation in the State of Indiana shall be located in the City of Elkhart. The corporation may have such other offices, either within or without the State of Indiana as the business of the corporation may require from time to time. The registered office of the corporation required by the Indiana Business Corporation Law to be maintained in the State of Indiana may be, but need not be, identical with the principal office in the State of Indiana, and the address of the registered office may be changed from time to time by the board of directors. ARTICLE II SHAREHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the second Wednesday of June in each year, beginning with the year 1994, at the hour of 10:00 a.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon as conveniently may be. SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation. SECTION 3. PLACE OF MEETING. The board of directors may designate any place, either within or without the State of Indiana, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders may designate any place, either within or without the State of Indiana, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation in the State of Indiana, except as otherwise provided in Section 5 of this Article. SECTION 4. NOTICE OF MEETING. Written or printed notice stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than forty days before the date of the meeting, or in the case of a merger or consolidation, not less than twenty nor more than forty days before the meeting, either personally or by mail, by or at the direction of the president or the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Indiana and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, or in the case of a merger or consolidation, at least twenty days, immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger or consolidation, not less than twenty days, immediately preceding such meeting. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer books for shares of the corporation shall make, at least ten days before such meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. SECTION 8. QUORUM. A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority shares represented at the -2- meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Indiana Business Corporation Act, the Articles of Incorporation or these By-Laws. SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. SECTION 10. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to vote at a meeting of the shareholders. SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. SECTION 12. INSPECTORS. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. -3- Each report of an inspector shall be in writing and signed by him or by a majority of them, if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any shareholder shall demand that voting be by ballot. ARTICLE III DIRECTORS SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors. SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be six (6). Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of Indiana or shareholders of the corporation. SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution. SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Indiana, as the place for holding any special meeting of the board of directors called by them. SECTION 5. NOTICE. Notice of any special meeting shall be given at least ten days previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business -4- because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of, any regular or special meeting of the board of directors, need be specified in the notice of waiver of notice of such meeting. SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors; provided, that if less than a majority of such number of directors are present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. SECTION 9. INFORMAL ACTION BY DIRECTORS. Unless specifically prohibited by the Articles of Incorporation or these by-laws, any action required to be taken at a meeting of the board of directors, or any other action which maybe taken at a meeting of the board of directors or the executive committee thereof, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the directors entitled to vote with respect to the subject matter thereof or by all the members of such committee as the case may be. Any such consent signed by all the directors or all the members of the executive committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State. SECTION 10. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board. SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. ARTICLE IV OFFICERS SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be determined by the board of directors), a treasurer, -5- and a secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary. SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the' board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights. SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. SECTION 5. PRESIDENT. The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and, in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. SECTION 6. THE VICE PRESIDENTS. In the absence of the president or in the event of his inability or refusal to act, the vice president (or, in the event there be more than one vice president, the vice presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. SECTION 7. THE TREASURER. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give -6- receipts for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; (b) in general, perform all the duties incident to the office of treasurer and such other duties as, from time to time, may be assigned to him by the president or by the board of directors. SECTION 8. THE SECRETARY. The secretary shall: (a) keep the minutes of the shareholders' and board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the corporate seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which, on behalf of the corporation under its seal, is duly authorized in accordance with the provisions of these by-laws; (c) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers shall, respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant secretaries as thereunto authorized by the board of directors may sign with the president or a vice president certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the board of directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. -7- SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall, from time to time, be determined by resolution of the board of directors. SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited, from time to time, to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may elect. ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in the form as may be determined by the board of directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe. SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be made only on the books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of such certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. ARTICLE VII FISCAL YEAR The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the last day of December in each year. ARTICLE VIII DIVIDENDS The board of directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation. -8- ARTICLE IX SEAL The Corporation does not have a corporate seal. ARTICLE X WAIVER OF NOTICE Whenever any notice whatsoever is required to be given under the provisions of these by-laws or under the provisions of the Articles of Incorporation or under the provisions of the Business Corporation Act of the State of Indiana, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XI AMENDMENTS These by-laws may be altered, amended or repealed and new by-laws may be adopted at any meeting of the board of directors of the corporation by a majority vote of the directors present at the meeting. ARTICLE XII INDEMNIFICATION SECTION 1. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was -9- serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. SECTION 4. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders. SECTION 5. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 6. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this article. SECTION 7. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses -10- incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. SECTION 8. The indemnification and advancement of expenses provided by, or granted pursuant to, this by-law shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. -11- EX-4.9 10 c80925exv4w9.txt SUPPLEMENTAL INDENTURE EXHIBIT 4.9 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October 31, 2003, among Creation Group Holdings, Inc., an Indiana corporation, Creation Group, Inc., an Indiana corporation (each a "Guaranteeing Subsidiary" and together the "Guaranteeing Subsidiaries"), which are subsidiaries of Dura Operating Corp. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and BNY Midwest Trust Company, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of April 18, 2002, providing for the issuance of an aggregate principal amount of $350.0 million of 8 5/8% Senior Notes due 2012 (the "Notes"); WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (each a "Subsidiary Guarantee" and together the "Subsidiary Guarantees"); and WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows: (a) Along with all Guarantors named in the Indenture, to jointly and severally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. (d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 2 (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. (i) Pursuant to Section 10.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture shall result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. 3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 4. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. (a) The Guaranteeing Subsidiaries may not sell or otherwise dispose of all or substantially all of their assets to, or consolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person unless: (i) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Guaranteeing Subsidiary under 3 the Indenture, the Guaranty and the Registration Rights Agreement, pursuant to a supplemental indenture satisfactory to the Trustee and appropriate collateral documents satisfactory to the Trustee; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture. (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantees endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. (c) Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 5. RELEASES. (a) The Subsidiary Guarantee of a Guarantor will be released (i) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation), to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the Guarantor applies the Net Proceeds of that sale or other disposition in accordance with Section 4.10 of the Indenture; (ii) in connection with any sale of all of the capital stock of a Guarantor to a person that is not (either before or after giving effect to such 4 transaction) a Restricted Subsidiary of the Company, if the Company applies the Net Proceeds of that sale in accordance with Section 4.10 of the Indenture; (iii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (iv) if that Guarantor ceases to guarantee, pledge any of its assets or otherwise provide direct or indirect credit support for any Indebtedness or other obligations of Dura Automotive Systems, Inc., the Company or any Restricted Subsidiary; or (v) in connection with the sale, disposition or transfer of all of the assets of a Guarantor to another Guarantor or the Company. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the, Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. 6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy. 7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 5 9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company. 6 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: ____________, 2003 CREATION GROUP HOLDINGS, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer CREATION GROUP, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer DURA G.P. By: Dura Operating Corp. Its: General Partner By: ------------------------------- Name: David R. Bovee Its: Vice President, Chief Financial Officer and Assistant Secretary DURA OPERATING CORP. By: ------------------------------- Name: David R. Bovee Its: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer UNIVERSAL TOOL & STAMPING COMPANY INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer ADWEST ELECTRONICS, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer ATWOOD AUTOMOTIVE INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer MARK I MOLDED PLASTICS OF TENNESSEE, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer DURA AUTOMOTIVE SYSTEMS, INC. By: ------------------------------- Name: David R. Bovee Its: Vice President, Chief Financial Officer and Assistant Secretary ATWOOD MOBILE PRODUCTS, INC. By: ------------------------------- Name: David R. Bovee Its: President, Chief Financial Officer and Treasurer BNY MIDWEST TRUST COMPANY, as Trustee By: ------------------------------- Name: ------------------------------- Its: ------------------------------- EX-4.10 11 c80925exv4w10.txt REGISTRATION RIGHTS AGREEMENT Execution Version 4.01 SERIES A AND SERIES B $50,000,000 8 5/8% SENIOR NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 4, 2003 BY AND AMONG DURA OPERATING CORP. DURA AUTOMOTIVE SYSTEMS, INC. DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. UNIVERSAL TOOL & STAMPING COMPANY INC. ADWEST ELECTRONICS, INC. DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. ATWOOD AUTOMOTIVE INC. MARK I MOLDED PLASTICS OF TENNESSEE, INC. ATWOOD MOBILE PRODUCTS, INC. DURA G.P. CREATION GROUP HOLDINGS, INC. CREATION GROUP, INC. AND J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC COMERICA SECURITIES, INC. SCOTIA CAPITAL (USA) INC. WACHOVIA CAPITAL MARKETS, LLC BARCLAYS CAPITAL INC. ABN AMRO INCORPORATED This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of November 4, 2003, by and among Dura Operating Corp., a Delaware corporation (the "Company"), Dura Automotive Systems, Inc., Dura Automotive Systems Cable Operations, Inc., Universal Tool & Stamping Company Inc., Adwest Electronics, Inc., Dura Automotive Systems of Indiana, Inc., Atwood Automotive Inc., Mark I Molded Plastics of Tennessee, Inc., Atwood Mobile Products, Inc., Dura G.P., Creation Group Holdings, Inc. and Creation Group, Inc. (each a "Guarantor" and, collectively, the "Guarantors"), J.P. Morgan Securities Inc., Banc of America Securities LLC, Comerica Securities, Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets, LLC, Barclays Capital Inc. and ABN AMRO Incorporated and (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase $50,000,000 aggregate principal amount of the Company's Series A 8 5/8% Senior Notes due 2012 (the "Series A Notes") pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement, dated October 29, 2003 (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated April 18, 2002, between the Company and BNY Midwest Trust Company, as Trustee, as supplemented by a Supplemental Indenture dated as of November 4, 2003 (the "Indenture"), relating to the Series A Notes and the Series B Notes (as defined below). The parties hereby agree as follows: SECTION 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings: Act: The Securities Act of 1933, as amended. Affiliate: As defined in Rule 144 of the Act. Applicable Period: As defined in Section 3(c) hereof. Broker-Dealer: Any broker or dealer registered under the Exchange Act (as defined below). Business Day: Any day except a Saturday, Sunday or other day in The City of New York on which banks are authorized or ordered to close. Certificated Securities: Definitive Notes, as defined in the Indenture. Closing Date: The date hereof. 1 Commission: The Securities and Exchange Commission. Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Series A Notes that were tendered by Holders thereof pursuant to the Exchange Offer. Consummation Deadline: As defined in Section 3(b) hereof. Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Offer: The exchange and issuance by the Company of a principal amount of Series B Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Series A Notes that are tendered by such Holders in connection with such exchange and issuance. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act, and pursuant to Regulation S under the Act. Filing Deadline: As defined in Sections 3(a) and 4(a) hereof. Holders: As defined in Section 2 hereof. Indemnified party: As defined in Section 8(c) hereof. Indemnifying party: As defined in Section 8(c) hereof. Notes: The Series A and Series B Notes. Participant: As defined in Section 8(a) hereof. Participating Broker Dealers: As defined in Section 3(a) hereof. Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 2 Recommencement Date: As defined in Section 6(d) hereof. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Regulation S: Regulation S promulgated under the Act. Requesting Holders: As defined in Section 6(c)(xi) hereof. Rule 144: Rule 144 promulgated under the Act. Series B Notes: The Company's Series B 8 5/8% Senior Notes due 2012 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof. Shelf Registration Statement: As defined in Section 4 hereof. Suspension Notice: As defined in Section 6(d) hereof. TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture. Transfer Restricted Securities: Each Series A Note, until the earliest to occur of (i) the date on which such Series A Note is exchanged in the Exchange Offer for a Series B Note which is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (ii) the date on which such Series A Note has been disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued without restriction Series B Notes), or (iii) the date on which such Series A Note is eligible for distribution without restriction to the public pursuant to Rule 144 under the Act. SECTION 2. HOLDERS A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. SECTION 3. REGISTERED EXCHANGE OFFER (a) Unless the Exchange Offer shall not be permitted by applicable federal law (after compliance with the procedures set forth in Section 6(a)(i) below), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 90 days after 3 the Closing Date (such 90th day being the "Filing Deadline"), (ii) use their respective reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 180 days after the Closing Date (such 180th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series B Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the Series B Notes to be offered in exchange for the Transfer Restricted Securities and (ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series A Notes acquired directly from the Company or any of its Affiliates) ("Participating Broker-Dealers") as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Transfer Restricted Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter (such 30th day being the "Consummation Deadline"). (c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Participating Broker-Dealer may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Participating Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Participating Broker-Dealer or disclose the amount of Notes held by any such Participating Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. See the Shearman & Sterling no-action letter (available July 2, 1993). Because such Participating Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Series B Notes received by such Participating Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Participating 4 Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the prospectus contained in the Exchange Offer Registration Statement is available for sales of Series B Notes by Participating Broker-Dealers, the Company and the Guarantors agree to use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto (the "Applicable Period"). The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Participating Broker-Dealers, promptly upon request, and in no event later than one Business Day after such request, at any time during such period. SECTION 4. SHELF REGISTRATION (a) Shelf Registration. If (i) the Exchange Offer is not permitted by applicable law (after the Company and the Guarantors have complied with the procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities shall notify the Company in writing within 20 Business Days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall: (x) use their respective reasonable best efforts to cause to be filed, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above (such earlier date, the "Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer Restricted Securities (provided, however, nothing in this Section 4(a)(x) shall require the filing of the Shelf Registration Statement prior to the Filing Deadline for the Exchange Offer Registration Statement), and (y) shall use their respective reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "Effectiveness Deadline"). If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer 5 Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company shall remain obligated to meet the Effectiveness Deadline set forth in clause (y). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their respective reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the Closing Date), or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto. (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. The Company shall not be obligated to supplement such Shelf Registration Statement after it has been declared effective by the Commission more than one time per quarterly period to reflect additional Holders. SECTION 5. LIQUIDATED DAMAGES If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 5 Business Days by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby (subject to Section 4(b)) liquidated damages in an amount equal to .50% per annum over the stated interest rate for the Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default; provided that if Securities Act Rule 437a or a substantially similar rule is not then 6 available, and, despite all reasonable efforts on the part of the Company and the Guarantors, (A) the Company and the Guarantors' failure to file any such registration statements on or before the Filing Deadline has resulted solely from, or (B) any such registration statements has not been declared effective on or prior to the Effectiveness Deadline solely because of, in each case, the inability or refusal of their auditor to issue a consent to the use of its audit report relating to the consolidated financial statements required in connection with any such registration statements, then the occurrence of a Registration Default shall be determined as set forth in the next succeeding paragraph, but shall only be determined with respect to either clause (A) or clause (B) but not both. For purposes of determining the occurrence of a Registration Default under the proviso in the immediately preceding paragraph: (1) with respect to clause (A) immediately above, if, prior to the earlier of the filing of any such registration statements and the otherwise applicable Filing Deadline, the Company receives notice or has reasonable grounds to conclude and in good faith concludes that its auditor is unable or unwilling to issue such consent, then the Filing Deadline would be 90 days, and the Effectiveness Deadline would be 180 days, in each case, from the date on which the Company first receives such notice or reaches such conclusion; and (2) with respect to clause (B) immediately above, if, subsequent to the filing of any such registration statements but prior to the otherwise applicable Effectiveness Deadline, the Company first receives notice or has reasonable grounds to conclude and in good faith concludes that its auditor is unable or unwilling to issue such consent, then the Effectiveness Deadline would be 90 days from the date on which the Company first receives such notice or reaches such conclusion, unless the otherwise applicable Effectiveness Deadline would have been more than 90 days from the date of such notice or such conclusion. Promptly upon receiving such notice or reaching such conclusion, the Company shall deliver an officers' certificate to the trustee certifying as to the date of the receipt of such notice or the date of the reaching of such conclusion, in which case the officer's certificate shall also set forth in reasonable detail the basis of such conclusion, and setting forth the resultant Filing Deadline and/or Effectiveness Deadline, as the case may be, and the trustee shall notify the Holders of such resultant date or dates. The amount of the liquidated damages shall increase by an additional .50% per annum over the stated interest rate for the Transfer Restricted Securities at the beginning of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of 1.0% per annum over the stated interest rate for the Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease. 7 All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Series A Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full. SECTION 6. REGISTRATION PROCEDURES (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below, (y) use their respective reasonable best efforts to effect such exchange and to permit the resale of Series B Notes by Broker-Dealers that tendered in the Exchange Offer, Notes that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions: (i) If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree to use their respective reasonable best efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff. (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series B Notes to be issued in the Exchange 8 Offer and (C) it is acquiring the Series B Notes in its ordinary course of business. As a condition to its participation in the Exchange Offer, each Holder using the Exchange Offer to participate in a distribution of the Series B Notes shall acknowledge and agree that, if the resales are of Series B Notes obtained by such Holder in exchange for Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K. (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the Company's and each Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable. (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall (i) comply with all the provisions of Section 6(c) below and use their respective reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and 9 (ii) issue, upon the request of any Holder providing satisfactory evidence to the Company of its sale of Series A Notes or purchase of Series A Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series B Notes having an aggregate principal amount equal to the aggregate principal amount of Series A Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register Series B Notes on the Shelf Registration Statement for this purpose and issue the Series B Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate. (c) General Provisions. In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Guarantors shall: (i) use their respective reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their respective reasonable best efforts to cause such amendment to be declared effective as soon as practicable; (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; (iii) with respect to a Shelf Registration Statement, advise the selling Holders promptly and, if requested by such Persons, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the 10 qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their respective reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (iv) subject to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, use reasonable best efforts to prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) furnish to the Initial Purchasers and with respect to a Shelf Registration Statement, each selling Holder named in any Registration Statement or Prospectus in connection with such sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which the selling Holders of the Transfer Restricted Securities covered by such Registration Statement in connection with such sale, if any, shall reasonably object within five Business Days after the receipt thereof. A selling Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission or fails to comply with the applicable requirements of the Act; 11 (vi) with respect to a Shelf Registration Statement, provide copies, upon written request therefor, of any document that is incorporated by reference into a Registration Statement or Prospectus to the selling Holders in connection with such sale, if any; (vii) with respect to a Shelf Registration Statement, make available at reasonable times for inspection by the selling Holders participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such selling Holders, all financial and other records, pertinent corporate documents of the Company and cause the Company's officers, directors and employees to supply all information reasonably requested under the circumstances by any such selling Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; (viii) with respect to a Shelf Registration Statement, if requested by any selling Holders in connection with such sale, if any, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; (ix) with respect to a Shelf Registration Statement, furnish to each selling Holder, upon request, in connection with such sale, if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (x) with respect to a Shelf Registration Statement, deliver to each selling Holder without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; (xi) upon the written request of any Holders who collectively hold an aggregate principal amount of Transfer Restricted Securities in excess of 10% of the aggregate principal amount of the outstanding Transfer Restricted Securities (the "Requesting Holders"), enter into an underwriting agreement on one occasion and make such representations and warranties and take all such other actions as 12 are reasonably customary in underwritten offerings in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by the Requesting Holders in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Company and the Guarantors shall: (A) upon request of the Requesting Holders, furnish (or in the case of paragraphs (2) and (3), use their reasonable best efforts to cause to be furnished) to each Requesting Holder, upon the effectiveness of the Shelf Registration Statement: (1) a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, the matters set forth in Sections 3(k), 5(b), 5(c) and 5(d) of the Purchase Agreement and such other similar matters as such Holders may reasonably request; (2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors covering matters similar to those covered by the opinion delivered pursuant Section 5(g) of the Purchase Agreement and such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation of the Exchange Offer, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such 13 Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and (3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company's independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(f) of the Purchase Agreement; and (B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in any agreement entered into by the Company and the Guarantors pursuant to this clause (xi); (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject; (xiii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such 14 denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities; (xiv) use their respective reasonable best efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (v) above; (xv) provide, as applicable, CUSIP numbers, identical in all respects with the CUSIP numbers relating to the Company's Exchange Notes (as defined in the Indenture), for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transferred Restricted Securities; and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with The Depository Trust Company; (xvi) otherwise use their respective reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act); and (xvii) provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act. (d) Restrictions on Holders. Each Holder of Transfer Restricted Securities and Participating Broker-Dealer agrees by acquisition of a Transfer Restricted Security or Series B Note, as the case may be, that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder of Transfer Restricted Securities or Participating Broker-Dealers will forthwith discontinue disposition of Transfer Restricted Securities or Series B Notes, as the case may be, pursuant to the applicable Registration 15 Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder of Transfer Restricted Securities or Participating Broker-Dealer is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder of Transfer Restricted Securities or Participating Broker-Dealer receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's or Participating Broker-Dealer's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's or Participating Broker-Dealer's possession of the Prospectus covering such Transfer Restricted Securities or Series B Notes that was current at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date. SECTION 7. REGISTRATION EXPENSES (a) All expenses incident to the Company's and the Guarantors' performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Series B Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) (A) all fees and disbursements of counsel for the Company and the Guarantors and (B) one counsel for the Holders of Transfer Restricted Securities in connection with an underwritten offering; (v) all application and filing fees in connection with listing the Series B Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company will, in any event, bear its and the Guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. (b) In connection with any Shelf Registration Statement required by this Agreement, the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be chosen by the Initial Purchasers or, if the Initial Purchasers are not Holders of Transfer Restricted Securities such other firm as shall be chosen by the Requesting Holders for whose benefit such Shelf Registration Statement is being prepared. 16 SECTION 8. INDEMNIFICATION (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder of Transfer Restricted Securities and each Participating Broker-Dealer selling Series B Notes during the Applicable Period, its directors, officers and each Person, if any, who controls such Holder or Participating Broker-Dealer (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) (each a "Participant"), from and against any and all losses, claims, damages, liabilities, judgments (including without limitation, any legal or other expenses incurred in connection with investigating or defending any matter, including any action that could give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Participant for use in connection with the resale of Series B Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Participants furnished in writing to the Company by any of the Participants. (b) Each Participant will be required to agree, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors and officers, and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the foregoing indemnity from the Company and the Guarantors set forth in Section (a) above, but only with reference to information relating to such Participant furnished in writing to the Company by such Participant expressly for use in any Registration Statement. In no event shall any Participant, its directors, officers or any Person who controls such Participant be liable or responsible for any amount in excess of the amount by which the total amount received by such Participant with respect to its sale of Transfer Restricted Securities or Series B Notes, as the case may be, pursuant to a Registration Statement exceeds (i) the amount paid by such Participant for such Transfer Restricted Securities or Series B Notes, as the case may be, and (ii) the amount of any damages that such Participant, its directors, officers or any Person who controls such Participant has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. (c) In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the "indemnified party"), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all reasonable fees and expenses of such counsel, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Participant shall not be required to assume the defense of such action pursuant to this Section 8(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of 17 such counsel, except as provided below, shall be at the expense of the Participant). Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i) the employment of such counsel shall have been specifically authorized in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party). In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Participants who sold a majority of the Transfer Restricted Securities and Series B Notes sold by all such Participants, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than 20 Business Days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request or given its good faith objection to such indemnification request. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on 18 the one hand, and the Participants, on the other hand, from their sale of Transfer Restricted Securities or Series B Notes or (ii) if the allocation provided by clause 8(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Participants, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the Participants, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Guarantor, on the one hand, or by the Participants, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the limitations set forth in Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company, the Guarantors and each Participant agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Participants were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments. Notwithstanding the provisions of this Section 8, no Participant shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Participant with respect to the sale of Transfer Restricted Securities or Series B Notes pursuant to a Registration Statement exceeds (i) the amount paid by such Participant for such Transfer Restricted Securities or Series B Notes and (ii) the amount of any damages which such Participant has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Participants' obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities or Series B Notes held by each Holder hereunder and not joint. SECTION 9. RULE 144A AND RULE 144 The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 19 SECTION 10. MISCELLANEOUS (a) Remedies. The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Guarantors' obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's and the Guarantors' securities under any agreement in effect on the date hereof. (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given without the written consent of the Company and unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer. (d) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 20 (ii) if to the Company or the Guarantors: Dura Operating Corp. 2791 Research Drive Rochester Hills, MI 48309 Telecopier No.: (561) 694-3707 Attention: Lawrence A. Denton With a copy to: Kirkland & Ellis LLP 200 E. Randolph Drive Chicago, IL 60601 Telecopier No.: (312) 861-2200 Attention: Dennis M. Myers, P.C. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. Upon the date of filing of the Exchange Offer or a Shelf Registration Statement, as the case may be, notice shall be delivered to J.P. Morgan Securities Inc., on behalf of the Initial Purchasers, in the form attached hereto as Exhibit A. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 21 (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. DURA OPERATING CORP. By:__________________________________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS, INC. By:__________________________________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary DURA AUTOMOTIVE SYSTEMS CABLE OPERATIONS, INC. By:__________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer UNIVERSAL TOOL & STAMPING COMPANY INC. By:__________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer 23 ADWEST ELECTRONICS, INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer DURA AUTOMOTIVE SYSTEMS OF INDIANA, INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer ATWOOD AUTOMOTIVE INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer MARK I MOLDED PLASTICS OF TENNESSEE, INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer ATWOOD MOBILE PRODUCTS, INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer 24 DURA G.P. By: DURA OPERATING CORP., General Partner By:___________________________________________________ Name: David R. Bovee Title: Vice President, Chief Financial Officer and Assistant Secretary CREATION GROUP HOLDINGS, INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer CREATION GROUP, INC. By:___________________________________________________ Name: David R. Bovee Title: President, Chief Financial Officer and Treasurer J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC COMERICA SECURITIES, INC. SCOTIA CAPITAL (USA) INC. WACHOVIA CAPITAL MARKETS, LLC BARCLAYS CAPITAL INC. ABN AMRO INCORPORATED By: J.P. MORGAN SECURITIES INC. For itself and as Representative of the other Initial Purchasers By: ___________________________ Authorized Signatory 25 EXHIBIT A NOTICE OF FILING OF A/B EXCHANGE OFFER REGISTRATION STATEMENT To: J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Attention: From: Dura Operating Corp. Series A 8 5/8% Senior Subordinated Notes due 2012 Date: ______________________ For your information only (NO ACTION REQUIRED): Today, [date], we filed [an Exchange Registration Statement/a Shelf Registration Statement] with the Securities and Exchange Commission relating to the Series A 8 5/8% Senior Subordinated Notes due 2012 as contemplated by the Registration Rights Agreement dated November 4, 2003 among Dura Operating Corp., the Guarantors parties thereto and the Initial Purchasers parties thereto. We currently expect this registration statement to be declared effective within _____ business days of the date hereof. 26 EX-5.1 12 c80925exv5w1.txt OPINION OF KIRKLAND & ELLIS LLP Exhibit 5.1 [KIRKLAND & ELLIS LLP LETTERHEAD] January 20, 2004 Dura Operating Corp. and the Guarantors set forth below 4508 IDS Center Minneapolis, MN, 55402 Re: Registration Statement on Form S-4 (Registration No. 333-____) Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special legal counsel to Dura Operating Corp., a Delaware corporation (the "Issuer"), and Dura Automotive Systems, Inc., a Delaware corporation ("Parent"), Adwest Electronics, Inc., a Delaware corporation ("Adwest"), Atwood Automotive Inc., a Michigan corporation ("Atwood Automotive"), Atwood Mobile Products, Inc., an Illinois corporation ("Atwood Mobile"), Creation Group, Inc., an Indiana corporation ("Creation Group"), Creation Group Holdings, Inc., an Indiana corporation ("Creation Group Holdings"), Dura Automotive Systems Cable Operations, Inc., a Delaware corporation ("Dura Cable"), Dura Automotive Systems of Indiana, Inc., an Indiana corporation ("Dura Indiana"), Dura G.P., a Delaware general partnership ("Dura GP"), Mark I Molded Plastics of Tennessee, Inc., a Tennessee corporation ("Mark I"), and Universal Tool & Stamping Company Inc., an Indiana corporation ("Universal Tool"). Parent, Adwest, Atwood Automotive, Atwood Mobile, Creation Group, Creation Group Holdings, Dura Cable, Dura Indiana, Dura GP, Mark I and Universal Tool are collectively referred to in this opinion letter as the "Guarantors" and, together with the Issuer, as the "Registrants." In this opinion letter: (i) Atwood Automotive is referred to as the "Michigan Registrant"; (ii) Creation Group, Creation Group Holdings, Dura Indiana and Universal Tool are collectively referred to as the "Indiana Registrants"; and (iii) Mark I is referred to as the "Tennessee Registrant." This opinion letter is being delivered in connection with the proposed registration by the Issuer of $50,000,000 in aggregate principal amount of the Issuer's 8 5/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant to a Registration Statement on Form S-4 (Registration No. 333-_______) originally filed with the Securities and Exchange Commission (the "Commission") on January 20, 2004, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the "Guarantees").The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as supplemented from time to time, the "Indenture"), dated as of April 18, 2002, among the Issuer, the Guarantors and BNY Midwest Trust Company, as trustee, as supplemented by the Supplemental Indenture dated as of October 31, 2003, among Creation Group Holdings, Inc., an Indiana corporation, Creation Group, Inc., an Indiana Corporation, the Company, the other Guarantors (as defined in the Indenture) and BNY Midwest Trust Company, as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer's outstanding 8 5/8% Senior Notes due 2012 (the "Senior Notes"), of which $50,000,000 in aggregate principal amount is subject to the exchange offer pursuant to the Registration Statement. In connection with issuing this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) resolutions of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (ii) the Indenture, (iii) the Registration Statement, and (iv) the Registration Rights Agreement, dated as of November 4, 2003, by and among the Registrants and J.P. Morgan Securities Inc., Banc of America Securities LLC, Comerica Securities, Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets, LLC, Barclays Capital Inc. and ABN Amro Incorporated, relating to the Senior Notes. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others. Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies. Based upon and subject to the assumptions, qualifications, exclusions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders thereof in exchange for the Senior Notes, the Exchange Notes will be binding obligations of the Issuer and the Guarantees will be binding obligations of the Guarantors. We hereby consent to the filing of this opinion with the commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Our advice on every legal issue addressed in this letter is based exclusively on the law of the States of Delaware, Illinois and New York or the federal law of the United States. For 2 purposes of our opinion that the Exchange Notes will be binding obligations of the Issuer and the Guarantees will be binding obligations of the Guarantors, we have, without conducting any research or investigation with respect thereto, relied on the opinions of: (i) Dickinson Wright PLLC with respect to the Michigan Registrant; (ii) Frost Brown Todd LLC with respect to the Indiana Registrants; and (iii) Frost Brown Todd LLC with respect to the Tennessee Registrant, that such Exchange Notes and Guarantees have been duly authorized, executed and delivered, and do not conflict with, or require consents under, their respective states of organization. We are not licensed to practice in Michigan, Indiana, or Tennessee and we have made no investigation of, and do not express or imply an opinion on, the laws of such states. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of Delaware, Illinois or New York or the federal law of the United States be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. Sincerely, /s/ Kirkland & Ellis Kirkland & Ellis 3 EX-5.2 13 c80925exv5w2.txt OPINION OF DICKINSON WRIGHT PLLC EXHIBIT 5.2 [DICKINSON WRIGHT PLLC LETTERHEAD] January 20, 2004 Atwood Automotive, Inc. 2791 Research Drive Rochester Hills, MI 48309 RE: REGISTRATION STATEMENT ON FORM S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special counsel to Atwood Automotive, Inc., a Michigan corporation (the "Guarantor"), in connection with the Guarantor's proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $50,000,000 in aggregate principal amount of 8 5/8% Senior Notes, due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by Dura Operating Corp., a Delaware corporation (the "Issuer"), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on January 20, 2004, under the Securities Act of 1933, as amended (the "Securities Act") . The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantor (the "Guarantee"), along with other guarantors. The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as it may be amended or supplemented from time to time, the "Indenture"), dated as of April 18, 2002, among the Issuer, the guarantors set forth therein and BNY Midwest Trust Company, as Trustee. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments (i) the Articles of Incorporation, as amended, of the Guarantor, as certified on January 13, 2004 by the Bureau of Commercial Services of the Michigan Department of Labor and Economic Growth, (ii) the by-laws of the Guarantor, (iii) a Certificate of Good Standing certified on January 13, 2004 by the Bureau of Commercial Services of the Michigan Department of Labor and Economic Growth, (iv) unanimous written consents of the board of directors of the Guarantor with respect to the Indenture and the issuance of the Guarantee dated as of April 4, 2002 and October 29, 2003, (v) the Registration Statement and (vi) the Indenture. We have also examined such other records, documents, certificates and instruments, and have made such other investigations as in our judgment are necessary to enable us to render the opinions expressed below. Atwood Automotive, Inc. January 20, 2004 Page 2 For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor, and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Guarantor and others. Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any law except the laws of the State of Michigan and the Michigan case law decided thereunder and (ii) the "Blue Sky" laws and regulations of Michigan. Based upon and subject to the foregoing assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that: 1. The Guarantor is a corporation validly existing and in good standing under the laws of the State of Michigan. 2. The Indenture has been duly authorized, executed and delivered by the Guarantor. 3. When (i) the Registration Statement has been declared effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for Old Notes, the Guarantee of the Exchange Notes will have been duly authorized, executed and delivered by the Guarantor. 4. The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to the Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the charter, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of Michigan or any political subdivision thereof. 5. No consent, waiver, approval, authorization or order of any State of Michigan court or governmental authority of the State of Michigan or any political subdivision thereof is required for the issuance by the Guarantor of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended. Atwood Automotive, Inc. January 20, 2004 Page 3 In connection with our opinion expressed in paragraph 1, we have exclusively relied upon the certificate of the Bureau of Commercial Services of the Michigan Department of Labor and Economic Growth mentioned above. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is predicated solely upon laws and regulations in existence as of the current date, and as they currently apply, and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion should the present laws of the State of Michigan be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose, except that Kirkland & Ellis may rely upon this opinion to the same extent as if it were an addressee hereof. We hereby consent to the filing of this opinion with the commission as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, DICKINSON WRIGHT PLLC /s/ Dickinson Wright PLLC EX-5.3 14 c80925exv5w3.txt OPINION OF FROST BROWN TODD LLC EXHIBIT 5.3 [FROST BROWN TODD LLC LETTERHEAD] Creation Group, Inc. Creation Group Holdings, Inc. Dura Automotive Systems of Indiana, Inc. Universal Tool & Stamping Company Inc. c/o Dura Automotive Systems, Inc. 2791 Research Drive Rochester Hills, Michigan 48309 RE: REGISTRATION STATEMENT ON FORM S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special Indiana counsel to Creation Group, Inc., Creation Group Holdings, Inc., Dura Automotive Systems of Indiana, Inc. and Universal Tool & Stamping Company Inc., each an Indiana corporation (the "Guarantors"), in connection with the proposed guarantee of each Guarantor, along with the other guarantors under the Indenture (as defined below), of $50,000,000 in aggregate principal amount of 8?% Senior Notes, due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by Dura Operating Corp., a Delaware corporation (the "Issuer"), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on January 20, 2004, under the Securities Act of 1933, as amended (the "Securities Act"). The obligations of the Issuer under the Exchange Notes are to be guaranteed by each Guarantor (individually, a "Guarantee" and collectively, the "Guarantees"), along with other guarantors pursuant to the Indenture (defined below). The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of April 18, 2002, among the Issuer, the Guarantors, certain other parties, and BNY Midwest Trust Company, as amended by that certain Supplemental Indenture, dated as of October 31, 2003, among the Issuer, the Guarantors, certain other parties, and BNY Midwest Trust Company (the "Indenture"). In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the Articles of Incorporation, as amended, of each Guarantor, (ii) the by-laws of each Guarantor, (iii) Certificates of Existence certified on January 20, 2004 by the Secretary of State of the State of Indiana with respect to each Guarantor, (iv) unanimous written consents of the board of directors of each Guarantor with respect to the Indenture and the issuance of its Guarantee as set forth in the Indenture, (v) the Registration Statement and (vi) the Indenture. Creation Group, Inc. Creation Group Holdings, Inc. Dura Automotive Systems of Indiana, Inc. Universal Tool & Stamping Company Inc. January 20,2004 Page 2 We have also examined such other records, documents, certificates and instruments, and have made such other investigations as in our judgment are necessary to enable us to render the opinions expressed below. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantors, and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantors. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon one or more certificates of the Guarantors' officers and other statements and representations of officers and other representatives of each Guarantor and others. Based upon and subject to the foregoing assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that: 1. Each Guarantor is a corporation validly existing under the laws of the State of Indiana. 2. The Indenture has been duly authorized, executed and delivered by each Guarantor by all necessary corporate action. 3. When (i) the Registration Statement has been declared effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for Old Notes, the Guarantee of the Exchange Notes will have been duly authorized, executed and delivered by each Guarantor by all necessary corporate action. 4. The execution and delivery of the Indenture by each Guarantor and the performance by each Guarantor of its obligations thereunder (including with respect to its Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the charter, bylaws or other organizational documents of each Guarantor or (ii) any statute or governmental rule or regulation of the State of Indiana or any political subdivision thereof. 5. No consent, waiver, approval, authorization or order of any State of Indiana court or governmental authority of the State of Indiana or any political subdivision thereof is Creation Group, Inc. Creation Group Holdings, Inc. Dura Automotive Systems of Indiana, Inc. Universal Tool & Stamping Company Inc. January 20, 2004 Page 3 required for the issuance by each Guarantor of its Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended. The foregoing opinions are subject to the following qualifications: Our opinion as to the valid existence of each Guarantor is based solely on the Certificate of Existence issued by the Secretary of State of Indiana with respect to that Guarantor, without any further independent investigation with respect thereto. We are members of the Bar of the State of Indiana and do not hold ourselves out as experts on, or as generally familiar with, or qualified to express opinions under, laws other than the laws of the State of Indiana and the United States, and the opinion given hereunder is limited thereto. We are special Indiana counsel for the Guarantors and have not represented the Guarantors except in connection with rendering the opinions in this opinion letter, and our knowledge concerning the Guarantors has been obtained solely in connection therewith. We have not negotiated or prepared any of the Indenture or the Guarantee. The terms "knowledge", "known to us", "of which we have knowledge" or similar language, whenever used in this opinion letter with respect to our firm, means that nothing has come to the attention of the lawyers in our firm who have had actual involvement in preparing these opinions indicating the contrary, and shall not imply that we have made any independent verification with respect to such matters. We have not interviewed the Guarantors officers with respect to the representations and warranties of the Guarantors contained in any of the documents described above, and having no actual knowledge or reason to believe that such statements or disclosures are inaccurate, misleading or false, we have assumed the correctness and accuracy of such representation and warranties. We have expressed no opinions with respect to any of the following legal issues unless we have explicitly addressed the specific legal issue in the applicable opinion: (a) Federal Reserve Board margin regulations; (b) pension and employee benefit laws and regulations (e.g. ERISA); (c) Federal and state antitrust and unfair competition laws and regulations; (d) Federal and state laws and regulations concerning filing and notice requirements (such as the Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and the Exon-Florio Act, as amended); (d) compliance with fiduciary duty requirements, (e) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level), and judicial decisions to the extent that they deal with any of the foregoing; (f) fraudulent transfer and fraudulent conveyance laws; (g) Federal and state environmental, land use and subdivision, tax, racketeering, health and safety laws and regulations; (h) Federal patent, copyright and trademark, state trademark, and other Federal and Creation Group, Inc. Creation Group Holdings, Inc. Dura Automotive Systems of Indiana, Inc. Universal Tool & Stamping Company Inc. January 20, 2004 Page 4 state intellectual property laws and regulations; (i) Federal and state health and safety laws and regulations (e.g. OSHA); (j) Federal and state labor laws and regulations; (k) Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; (l) other Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g. mail fraud and wire fraud statutes); (m) any laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Powers Act); (n) the effect of any law, regulation or order which hereafter becomes effective; (o) the Anti-Terrorism Order, as amended, all rules and regulations promulgated thereunder and all federal, state and local laws, statutes, ordinances, orders, governmental rules, regulations, licensing requirements and policies relating to the Anti-Terrorism Order (including without limitation the Executive order of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or Support Terrorism) and the ownership and operation of, or otherwise regulation of, companies which conduct, operate or otherwise pursue the business or businesses now and in the future conducted, operated or otherwise pursued by any of the Transaction Parties including, without limitation, the importation, transportation, manufacturing, dealing, purchase, use or storage of explosive materials; (p) the USA Patriot Act of 2001 and the rules, regulations and policies promulgated thereunder and any foreign assets control regulations of the United States Treasury Department or any enabling legislation or orders relating thereto; (q) Federal securities laws and regulations (including the Investment Company Act of 1940 and all other laws and regulations administered by the United States Securities and Exchange Commission, the "Blue Sky" laws and regulations of Indiana and other laws and regulations relating to commodity (and other) futures and indices and other similar instruments; and (r) any law except the laws of the State of Indiana and the Indiana case law decided thereunder. We have not undertaken any research for purposes of determining whether any of the Guarantors or any of the transactions which may occur in connection with the Indenture or any of the other documents executed in connection therewith are subject to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized as applicable in the absence of research by lawyers in the State of Indiana, and none of our opinions cover any such law or other requirement unless (i) we have knowledge of its applicability at the time our letter was delivered on the date it bears and (ii) it is not excluded from coverage by other provisions in this opinion letter. The opinion is limited to the matters expressly stated herein and no other opinions are implied by, or are to be inferred from, this opinion letter. This opinion is furnished to you in connection with the filing of the Registration Statement and without our specific written consent, this opinion may not be relied upon in any Creation Group, Inc. Creation Group Holdings, Inc. Dura Automotive Systems of Indiana, Inc. Universal Tool & Stamping Company Inc. January 20, 2004 Page 5 manner by any person, firm or entity other than you and your counsel, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof. The information set forth herein is as of the date of this opinion, and we assume no obligation to advise you or your counsel of any changes, whether or not deemed material, of which we may subsequently learn. We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.3 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, FROST BROWN TODD LLC By /s/ Edward M. King -------------------------- Edward M. King, Member EX-5.4 15 c80925exv5w4.txt OPINION OF FROST BROWN TODD LLC EXHIBIT 5.4 [FROST BROWN TODD LLC LETTERHEAD] Mark I Molded Plastics of Tennessee, Inc. c/o Dura Automotive Systems, Inc. 2791 Research Drive Rochester Hills, Michigan 48309 RE: REGISTRATION STATEMENT ON FORM S-4 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special Tennessee counsel to Mark I Molded Plastics of Tennessee, Inc., a Tennessee corporation (the "Guarantor"), in connection with the proposed guarantee of the Guarantor, along with the other guarantors under the Indenture (as defined below), of $50,000,000 in aggregate principal amount of 8?% Senior Notes, due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued by Dura Operating Corp., a Delaware corporation (the "Issuer"), in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-4 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") on January 20, 2004, under the Securities Act of 1933, as amended (the "Securities Act"). The obligations of the Issuer under the Exchange Notes are to be guaranteed by the Guarantor (individually, a "Guarantee" and collectively, the "Guarantees"), along with other guarantors pursuant to the Indenture (defined below). The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of April 18, 2002, among the Issuer, the Guarantors, certain other parties, and BNY Midwest Trust Company, as amended by that certain Supplemental Indenture, dated as of October 31, 2003, among the Issuer, the Guarantors, certain other parties, and BNY Midwest Trust Company (the "Indenture"). In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the Charter, as amended, of the Guarantor, (ii) the by-laws of the Guarantor, (iii) Certificate of Existence certified on January 15, 2004 by the Secretary of State of the State of Tennessee with respect to the Guarantor, (iv) unanimous written consent of the board of directors of the Guarantor with respect to the Indenture and the issuance of its Guarantee as set forth in the Indenture, (v) the Registration Statement and (vi) the Indenture. Mark I Molded Plastics of Tennessee, Inc. January 20, 2004 Page 2 We have also examined such other records, documents, certificates and instruments, and have made such other investigations as in our judgment are necessary to enable us to render the opinions expressed below. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor, and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon one or more certificates of the Guarantor's officers and other statements and representations of officers and other representatives of the Guarantor and others. Based upon and subject to the foregoing assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that: 1. The Guarantor is a corporation validly existing and in good standing under the laws of the State of Tennessee. 2. The Indenture has been duly authorized, executed and delivered by the Guarantor by all necessary corporate action. 3. When (i) the Registration Statement has been declared effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the Indenture and duly delivered to the holders thereof in exchange for Old Notes, the Guarantee of the Exchange Notes will have been duly authorized, executed and delivered by the Guarantor by all necessary corporate action. 4. The execution and delivery of the Indenture by the Guarantor and the performance by the Guarantor of its obligations thereunder (including with respect to its Guarantee) do not and will not conflict with or constitute or result in a breach or default under (or an event which with notice or the passage of time or both would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the charter, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the State of Tennessee or any political subdivision thereof. 5. No consent, waiver, approval, authorization or order of any State of Tennessee court or governmental authority of the State of Tennessee or any political subdivision thereof is required for the issuance by the Guarantor of its Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended. The foregoing opinions are subject to the following qualifications: Mark I Molded Plastics of Tennessee, Inc. January 20, 2004 Page 3 Our opinion as to the valid existence of the Guarantor is based solely on the Certificate of Existence issued by the Secretary of State of Tennessee with respect to the Guarantor, without any further independent investigation with respect thereto. We are members of the Bar of the State of Tennessee and do not hold ourselves out as experts on, or as generally familiar with, or qualified to express opinions under, laws other than the laws of the State of Tennessee and the United States, and the opinion given hereunder is limited thereto. We are special Tennessee counsel for the Guarantor and have not represented the Guarantor except in connection with rendering the opinions in this opinion letter, and our knowledge concerning the Guarantor has been obtained solely in connection therewith. We have not negotiated or prepared any of the Indenture or the Guarantee. The terms "knowledge", "known to us", "of which we have knowledge" or similar language, whenever used in this opinion letter with respect to our firm, means that nothing has come to the attention of the lawyers in our firm who have had actual involvement in preparing these opinions indicating the contrary, and shall not imply that we have made any independent verification with respect to such matters. We have not interviewed the Guarantors officers with respect to the representations and warranties of the Guarantor contained in any of the documents described above, and having no actual knowledge or reason to believe that such statements or disclosures are inaccurate, misleading or false, we have assumed the correctness and accuracy of such representation and warranties. We have expressed no opinions with respect to any of the following legal issues unless we have explicitly addressed the specific legal issue in the applicable opinion: (a) Federal Reserve Board margin regulations; (b) pension and employee benefit laws and regulations (e.g. ERISA); (c) Federal and state antitrust and unfair competition laws and regulations; (d) Federal and state laws and regulations concerning filing and notice requirements (such as the Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and the Exon-Florio Act, as amended); (d) compliance with fiduciary duty requirements, (e) the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities, and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level), and judicial decisions to the extent that they deal with any of the foregoing; (f) fraudulent transfer and fraudulent conveyance laws; (g) Federal and state environmental, land use and subdivision, tax, racketeering, health and safety laws and regulations; (h) Federal patent, copyright and trademark, state trademark, and other Federal and state intellectual property laws and regulations; (i) Federal and state health and safety laws and regulations (e.g. OSHA); (j) Federal and state labor laws and regulations; (k) Federal and state laws, regulations and policies concerning (i) national and local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws; (l) other Federal and state statutes of general application to the extent they provide for criminal prosecution (e.g. mail fraud and wire fraud statutes); (m) any laws, regulations, directives and executive orders that prohibit or limit the enforceability of obligations based on attributes of the party seeking enforcement (e.g., the Trading with the Enemy Act and the International Emergency Economic Mark I Molded Plastics of Tennessee, Inc. January 20, 2004 Page 4 Powers Act); (n) the effect of any law, regulation or order which hereafter becomes effective; (o) the Anti-Terrorism Order, as amended, all rules and regulations promulgated thereunder and all federal, state and local laws, statutes, ordinances, orders, governmental rules, regulations, licensing requirements and policies relating to the Anti-Terrorism Order (including without limitation the Executive order of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or Support Terrorism) and the ownership and operation of, or otherwise regulation of, companies which conduct, operate or otherwise pursue the business or businesses now and in the future conducted, operated or otherwise pursued by any of the Transaction Parties including, without limitation, the importation, transportation, manufacturing, dealing, purchase, use or storage of explosive materials; (p) the USA Patriot Act of 2001 and the rules, regulations and policies promulgated thereunder and any foreign assets control regulations of the United States Treasury Department or any enabling legislation or orders relating thereto; (q) Federal securities laws and regulations (including the Investment Company Act of 1940 and all other laws and regulations administered by the United States Securities and Exchange Commission, the "Blue Sky" laws and regulations of Tennessee and other laws and regulations relating to commodity (and other) futures and indices and other similar instruments; and (r) any law except the laws of the State of Tennessee and the Tennessee case law decided thereunder. We have not undertaken any research for purposes of determining whether any of the Guarantors or any of the transactions which may occur in connection with the Indenture or any of the other documents executed in connection therewith are subject to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized as applicable in the absence of research by lawyers in the State of Tennessee, and none of our opinions cover any such law or other requirement unless (i) we have knowledge of its applicability at the time our letter was delivered on the date it bears and (ii) it is not excluded from coverage by other provisions in this opinion letter. The opinion is limited to the matters expressly stated herein and no other opinions are implied by, or are to be inferred from, this opinion letter. This opinion is furnished to you in connection with the filing of the Registration Statement and without our specific written consent, this opinion may not be relied upon in any manner by any person, firm or entity other than you and your counsel, except that Kirkland & Ellis LLP may rely upon this opinion to the same extent as if it were an addressee hereof. The information set forth herein is as of the date of this opinion, and we assume no obligation to advise you or your counsel of any changes, whether or not deemed material, of which we may subsequently learn. Mark I Molded Plastics of Tennessee, Inc. January 20, 2004 Page We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.4 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, FROST BROWN TODD LLC By /s/ William C. Gullett --------------------------- William C. Gullett, Member EX-8.1 16 c80925exv8w1.txt OPINION OF KIRKLAND & ELLIS LLP Exhibit 8.1 [KIRKLAND & ELLIS LLP LETTERHEAD] January 20, 2004 Dura Operating Corp. and the Guarantors set forth below 4508 IDS Center Minneapolis, MN, 55402 Re: Registration Statement on Form S-4 (Registration No. 333-______) Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special legal counsel to Dura Operating Corp., a Delaware corporation (the "Issuer"), and Dura Automotive Systems, Inc., a Delaware corporation ("Parent"), Adwest Electronics, Inc., a Delaware corporation ("Adwest"), Atwood Automotive Inc., a Michigan corporation ("Atwood Automotive"), Atwood Mobile Products, Inc., an Illinois corporation ("Atwood Mobile"), Creation Group, Inc., an Indiana corporation ("Creation Group"), Creation Group Holdings, Inc., an Indiana corporation ("Creation Group Holdings"), Dura Automotive Systems Cable Operations, Inc., a Delaware corporation ("Dura Cable"), Dura Automotive Systems of Indiana, Inc., an Indiana corporation ("Dura Indiana"), Dura G.P., a Delaware general partnership ("Dura GP"), Mark I Molded Plastics of Tennessee, Inc., a Tennessee corporation ("Mark I"), and Universal Tool & Stamping Company Inc., an Indiana corporation ("Universal Tool"). Parent, Adwest, Atwood Automotive, Atwood Mobile, Creation Group, Creation Group Holdings, Dura Cable, Dura Indiana, Dura GP, Mark I and Universal Tool are collectively referred to in this opinion letter as the "Guarantors" and, together with the Issuer, as the "Registrants." This opinion letter is being delivered in connection with the proposed registration by the Issuer of $50,000,000 in aggregate principal amount of the Issuer's 8 5/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant to a Registration Statement on Form S-4 (Registration No. 333- ) originally filed with the Securities and Exchange Commission (the "Commission") on January 20, 2004, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). You have requested our opinion as to certain United States federal income tax consequences of participating in the exchange offer for Exchange Notes described in the Registration Statement. Our opinion, under the law in effect on the date hereof, is set forth in the statements made in the Registration Statement under the caption "Certain U.S. federal tax consequences - - U.S. Holders - The exchange offer." The opinion set forth therein is based on the applicable provisions of the Internal Revenue Code of 1986, as amended; the Treasury Regulations promulgated or proposed thereunder; current positions of the Internal Revenue Service (the "IRS") contained in published revenue rulings, revenue procedures and announcements; existing judicial decisions; and other applicable authorities, all of which are subject to change, possibly with retroactive effect. Unlike a ruling from the IRS, opinions of counsel are not binding on the IRS. Hence, no assurance can be given that the opinion stated in the Registration Statement will not be successfully challenged by the IRS or rejected by a court. We express no opinion concerning any Federal income tax matter other than those discussed in the Registration Statement under the caption "Certain U.S. federal tax consequences - U.S. Holders - The exchange offer." We hereby consent to the filing of this opinion with the commission as Exhibit 8.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Sincerely, /s/ Kirkland & Ellis Kirkland & Ellis 2 EX-12.1 17 c80925exv12w1.htm STATEMENT RE: COMPUTATION OF RATIOS exv12w1


Delaware	3714	38-2961431
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)


Delaware	3714	38-3185711
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)






		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price	Aggregate	Amount of
Securities to be Registered	Registered	Per Unit	Offering Price	Registration Fee


8 5/8% Senior Notes due 2012, series B	$50,000,000	100%	$50,000,000		$4,045(1)

Guarantees on Senior Notes(2)	—	—	—			(3)


TABLE OF CONTENTS
MARKET, RANKING AND OTHER DATA
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION BY REFERENCE
PROSPECTUS SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
DESCRIPTION OF OTHER FINANCING ARRANGEMENTS
DESCRIPTION OF NOTES
BOOK-ENTRY SETTLEMENT AND CLEARANCE
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
CERTAIN ERISA CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
Purchase Agreement
Articles of Incorporation
Articles of Amendment of the Articles of Incorp.
By-laws
Articles of Incorporation
Articles of Amendment of the Articles of Incorp.
By-Laws
Supplemental Indenture
Registration Rights Agreement
Opinion of Kirkland & Ellis LLP
Opinion of Dickinson Wright PLLC
Opinion of Frost Brown Todd LLC
Opinion of Frost Brown Todd LLC
Opinion of Kirkland & Ellis LLP
Statement re: Computation of Ratios
Subsidiaries of Parent
Consent of Deloitte & Touche LLP
Power of Attorney
Statement of Eligibility of Trustee
Form of Letter of Transmittal
Form of Notice of Guaranteed Delivery
Form of Tender Instructions


The exchange offer		We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on November 4, 2003 in the initial offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.

Resales		We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act provided that:

		• the exchange notes are being acquired in the ordinary course of your business;

		• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and

		• you are not an affiliate of ours.

		If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

		Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-marking


			I.R.S. Employer
Exact Name of Additional Registrants*	Jurisdiction of Formation		Identification No.

Adwest Electronics, Inc.		Delaware		38-3223055
Atwood Automotive Inc.		Michigan		38-2112709
Atwood Mobile Products, Inc.		Illinois		38-4334203
Creation Group, Inc.		Indiana		35-1891884
Creation Group Holdings, Inc.		Indiana		35-1965518
Dura Automotive Systems Cable Operations, Inc.		Delaware		38-3383557
Dura Automotive Systems of Indiana, Inc.		Indiana		35-1188181
Dura G.P.		Delaware		38-3638092
Mark I Molded Plastics of Tennessee, Inc.		Tennessee		62-1109669
Universal Tool & Stamping Company Inc.		Indiana		35-0797817


• The terms of the notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. • The notes to be issued in the exchange offer will be identical to, and will trade as a single series with, the publicly registered 8 5/8% senior notes due 2012 which were issued pursuant to an indenture dated as of April 18, 2002. • The exchange notes will be unconditionally guaranteed by Dura Automotive Systems, Inc. and by each of our material existing and future domestic subsidiaries on a senior unsecured basis. • There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.		• You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn. • The exchange offer expires at 5:00 p.m., New York City time, on , 2004, unless extended. • We believe that the exchange of notes will not be a taxable event for U.S. federal income tax purposes. • The exchange offer is subject to customary conditions, including the condition that the exchange offer will not violate applicable law or any applicable interpretation of the Staff of the SEC. • We will not receive any proceeds from the exchange offer.


	Page

Prospectus summary		1
Risk factors		11
Exchange offer		23
Use of proceeds		29
Capitalization		30
Description of other financing arrangements		32
Description of notes		36
Book-entry settlement and clearance		70
Certain U.S. federal tax considerations		73
Certain ERISA considerations		77
Plan of distribution		79
Legal matters		79
Experts		80


Special procedures for beneficial owners		If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.

Guaranteed delivery procedures		If you wish to tender your outstanding notes and:

		• time will not permit your notes or other required documents to reach the exchange agent by the expiration date; or

		• the procedure for book-entry transfer cannot be completed on time;

		you may tender your notes by completing a notice of guaranteed delivery and complying with the guaranteed delivery procedures.

Withdrawal rights		You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on , 2004.

Federal income tax considerations		We believe that the exchange of outstanding notes will not be a taxable event for United States federal income tax purposes.

Use of proceeds		We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.

Exchange agent		BNY Midwest Trust Company is serving as the exchange agent in connection with the exchange offer.


Issuer		Dura Operating Corp., a Delaware corporation.

Securities		$50.0 million in principal amount of 8 5/8% Senior Notes due 2012. The exchange notes will be substantially identical to our existing $350 million 8 5/8% Senior Notes due 2012, Series B, which were issued pursuant to an indenture dated as of April 18, 2002. The exchange notes will be identical to, and will trade as a single series with, such 8 5/8% Senior Notes due 2012, Series B (CUSIP No. 26632QAK9).

Maturity		April 15, 2012.

Interest payment dates		April 15 and October 15, commencing April 15, 2004.


Optional redemption		On or after April 15, 2007, we may redeem some or all of the exchange notes at any time at the redemption prices described in “Description of notes — Optional redemption.” At any time prior to April 15, 2005, we may redeem up to 35% of the exchange notes with the proceeds of certain public offerings of the common equity of Parent or the Issuer at the price listed in “Description of notes — Optional redemption.”

Guarantees		The exchange notes will be unconditionally guaranteed by Parent and by each material existing and future domestic subsidiary of the Issuer on a senior unsecured basis.

Ranking		The exchange notes are general unsecured obligations of the Issuer. Accordingly, they will rank:

		• behind all existing and future secured debt of the Issuer to the extent of the value of the assets securing such debt;

		• equally with all existing and future unsecured debt of the Issuer that does not expressly provide that it is subordinated to the exchange notes;

		• ahead of any of the existing and future debt of the Issuer that expressly provides that it is subordinated to the exchange notes; and

		• structurally behind all of the existing and future liabilities of the Issuer’s subsidiaries that are not guarantors.

		As of September 30, 2003, after giving effect to the offering of our outstanding notes and the application of the net proceeds therefrom, the exchange notes would have been effectively subordinated to approximately $150.7 million of secured indebtedness of the Issuer and approximately $554.7 million of total liabilities (including trade payables) of subsidiaries of the Issuer that are not guarantors and would have ranked equally with approximately $350.0 million of indebtedness of the Issuer.

Covenants		We will issue the exchange notes under an indenture, dated as of April 18, 2002, among the Issuer, the guarantors and BNY Midwest Trust Company, as trustee, which we refer to as the “indenture.” The indenture, among other things, restricts our ability and the ability of our restricted subsidiaries to:

		• borrow money;

		• pay dividends on stock or repurchase stock;

		• make investments;

		• use assets as security in other transactions;

		• enter into agreements that restrict dividends from subsidiaries;

		• enter into transactions with affiliates; and

		• sell certain assets or merge with or into other companies.

		The covenants are subject to certain significant exceptions. See “Description of notes — Certain covenants.”


Mandatory offers to purchase		If we experience a change of control, we may be required to offer to purchase the exchange notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.

		Certain asset dispositions may require us to use the excess proceeds from those asset dispositions to make an offer to purchase the exchange notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase if such proceeds are not otherwise applied within 365 days to certain specified uses.

Use of proceeds		We used the net proceeds of the offering of the outstanding notes to replenish cash balances used to finance the acquisition of the Creation Group in July 2003. Such cash balances will be available for general corporate purposes, including working capital and capital expenditures.



									Nine Months Ended
	Year Ended December 31,								September 30,

	2000		2001			2002			2002			2003


	(Dollars in thousands)
Statement of Operations Data:
Revenues	$	2,465,416	$	2,333,705		$	2,360,323		$	1,783,781		$	1,753,633
Cost of sales		2,084,428		2,013,585			2,035,021			1,536,571			1,537,848

Gross profit		380,988		320,120			325,302			247,210			215,785
Selling, general and administrative expenses		153,931		134,380			135,571			102,550			114,805
Facility consolidation, product recall and other charges		14,948		24,119			16,121			2,780			(2,016	)
Amortization expense		27,091		26,725			989			757			212

Operating income		185,018		134,896			172,621			141,123			102,784
Interest expense, net		111,929		100,514			83,908			64,415			61,627
Loss on early extinguishment of debt(2)		—		—			5,520			5,520			—

Income from continuing operations before provision for income taxes and minority interest		73,089		34,382			83,193			71,188			41,157
Provision for income taxes		29,904		10,589			37,605			23,013			13,994
Minority interest — dividends on trust preferred securities, net		2,445		2,569			2,486			1,865			2,051

Income from continuing operations		40,740		21,224			43,102			46,310			25,112
Income (loss) from discontinued operations, net		1,037		(10,005	)		(126,581	)		(39,124	)		81

Income (loss) before accounting change		41,777		11,219			(83,479	)		7,186			25,193
Cumulative effect of change in accounting, net(3)		—		—			(205,192	)		(205,192	)		—

Net income (loss)	$	41,777	$	11,219		$	(288,671	)	$	(198,006	)	$	25,193


	*Because there is no public market for the exchange notes, you may not be able to resell your exchange notes.*


	Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.


PROSPECTUS


	*Recent acquisition*


	*New senior credit facility*



										Nine Months Ended
	Year Ended December 31,									September 30,

	2000			2001			2002			2002			2003


	(Dollars in thousands)
Cash Flow Information:
Net cash provided by (used in):
Operating activities	$	137,334		$	232,635		$	204,240		$	154,829		$	39,118
Investing activities		(119,120	)		(68,092	)		(23,332	)		(7,756	)		(103,901	)
Financing activities		16,099			(133,547	)		(20,681	)		(24,849	)		(3,947	)
Other Financial Data:
Depreciation and amortization	$	79,873		$	89,634		$	69,321		$	53,213		$	56,167
Capital expenditures, net		100,010			68,092			54,312			38,878			46,217
Cash paid for interest expense		119,529			95,729			81,584			43,261			42,677
EBITDA(4)		264,891			224,530			241,942			194,336			158,951
EBITDA margin		10.7	%		9.6	%		10.3	%		10.9	%		9.1	%
Ratio of earnings to fixed charges(5)		1.5x			1.3x			1.9x			1.9x			1.5x
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	30,438		$	32,289		$	143,237		$	123,284		$	77,355
Working capital		169,005			80,642			212,063			191,328			203,187
Total assets		2,357,047			2,121,604			1,936,933			2,265,923			2,025,053
Total debt(6)		1,218,891			1,072,569			1,106,731			1,095,519			1,114,555
Mandatorily redeemable convertible trust preferred securities(7)		55,250			55,250			55,250			55,250			55,250
Stockholders’ investment		453,394			442,397			204,802			478,951			279,693


	If you do not exchange your outstanding notes, your outstanding notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your outstanding notes.


	*We are dependent on our largest customers and on selected vehicle programs.*


	Our inability to compete effectively in the highly competitive automotive supply industry could result in the loss of customers, which could have an adverse effect on our revenues and operating results.


	*Our gross margin and profitability will be adversely affected by the inability to reduce costs or increase prices.*


	*Cyclicality and seasonality in the automotive, recreation and specialty vehicle markets could adversely affect our revenues and net income.*


	*We are subject to certain risks associated with our foreign operations that could harm our revenues and profitability.*


	*Currency exchange rate fluctuations could have an adverse effect on our revenues and financial results.*


	*Our business may be disrupted significantly by work stoppages and other labor matters.*


	*Our operating results may be adversely affected by environmental and safety requirements and liabilities to which we are subject.*


	*We may be adversely affected by product liability exposure claims.*


	*Technological and regulatory changes may adversely affect us.*


	*Certain stockholders currently control all matters submitted to a stockholder vote.*


	*We may make strategic acquisitions and alliances, which present additional risks.*


	*We may incur restructuring charges that would reduce our earnings.*


	*If we are unable to obtain our raw materials at favorable prices, it could adversely impact our financial condition.*


	*We might fail to adequately protect our intellectual property or third parties might assert that our technologies infringe on their intellectual property.*


	*Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.*


	*Despite our substantial indebtedness, we may still incur significantly more debt, which could further exacerbate the risks described above.*


	*To service our indebtedness, including the notes, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.*


	Restrictive covenants in our new senior credit facility and the indentures governing our debt securities, including the exchange notes, may restrict our ability to pursue our business strategies.