Credit Agreement

EXHIBIT 10.5 Execution Version CREDIT AGREEMENTdated as ofJune 25, 2008,amongDURA AUTOMOTIVE GRUNDSTUECKSVERWALTUNG GMBH,
DURA AUTOMOTIVE BODY & GLASS SYSTEMS GMBH,
DURA AUTOMOTIVE PLETTENBERG LEISTEN & BLENDEN GMBH,
DURA AUTOMOTIVE SELBECKE LEISTEN & BLENDEN GMBH,
DURA AUTOMOTIVE HOLDING GMBH & CO. KG,
DURA AUTOMOTIVE SYSTEMS EINBECK GMBH,
DURA AUTOMOTIVE SYSTEMS GMBH,and
DURA AUTOMOTIVE SYSTEMS ROTENBURG GMBH,
as German Borrowers,DURA AUTOMOTIVE SYSTEMS CZ, S.R.O.,
as the Czech Borrower,DURA EUROPEAN HOLDING LLC & CO. KG,andDURA HOLDING GERMANY GMBH,
as Guarantors,THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIMETHE LENDERS PARTY HERETOandDeutsche Bank Trust Company Americas,
as Administrative Agent and Collateral Agent


Table of Contents
(continued) Page ARTICLE I Definitions 2 SECTION 1.01. Defined Terms 2 SECTION 1.02. Terms Generally 31 SECTION 1.03. Pro Forma Calculations 32 ARTICLE II The Credits 32 SECTION 2.01. Term Loan Facility 32 SECTION 2.02. Term Loans 32 SECTION 2.03. Borrowing Procedure 33 SECTION 2.04. Evidence of Debt; Repayment of Term Loans 33 SECTION 2.05. Fees 34 SECTION 2.06. Interest on Term Loans 34 SECTION 2.07. Default Interest 35 SECTION 2.08. Alternate Rate of Interest 35 SECTION 2.09. Termination 36 SECTION 2.10. Repayment of Term Borrowings 36 SECTION 2.11. Voluntary Prepayment 36 SECTION 2.12. Mandatory Prepayments 36 SECTION 2.13. Prepayment Premium 38 SECTION 2.14. Reserve Requirements; Change in Circumstances 38 SECTION 2.15. Change in Legality 39 SECTION 2.16. Indemnity 39 SECTION 2.17. Pro Rata Treatment 40 SECTION 2.18. Sharing of Setoffs 40 SECTION 2.19. Payments 40 SECTION 2.20. Taxes 41 SECTION 2.21. Assignment of Term Loan Commitments Under Certain Circumstances; Duty to Mitigate 43 SECTION 2.22. Parallel Debt owed to the Collateral Agent 44 SECTION 2.23. German Parent as Agent 44 ARTICLE III Representations and Warranties 45 SECTION 3.01. Organization; Powers 45 SECTION 3.02. Authorization 45 SECTION 3.03. Enforceability 45 SECTION 3.04. Governmental Approvals 46 SECTION 3.05. Financial Statements 46 SECTION 3.06. No Material Adverse Change 47 SECTION 3.07. Title to Properties; Possession Under Leases 47 SECTION 3.08. Subsidiaries 48 SECTION 3.09. Litigation; Compliance with Laws 48 SECTION 3.10. Agreements 48

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Table of Contents
Page SECTION 3.11. Federal Reserve Regulations 49 SECTION 3.12. Investment Company Act 49 SECTION 3.13. Use of Proceeds 49 SECTION 3.14. Tax Returns 49 SECTION 3.15. No Material Misstatements 49 SECTION 3.16. Employee Benefit Plans 50 SECTION 3.17. Environmental Matters 50 SECTION 3.18. Insurance 51 SECTION 3.19. Security Documents 51 SECTION 3.20. Location of Real Property and Leased Premises 51 SECTION 3.21. Labor Matters 52 SECTION 3.22. Solvency 52 SECTION 3.23. Sanctioned Persons 52 SECTION 3.24. No Financial Assistance 53 SECTION 3.25. Deduction of Tax 53 SECTION 3.26. No Default 53 SECTION 3.27. Pari passu ranking 53 SECTION 3.28. Dormant Subsidiaries 53 SECTION 3.29. Eligible Accounts 53 ARTICLE IV Conditions of Lending 53 SECTION 4.01. Closing Date 53 ARTICLE V Affirmative Covenants 57 SECTION 5.01. Existence; Compliance with Laws; Businesses and Properties 57 SECTION 5.02. Insurance 58 SECTION 5.03. Obligations and Taxes 58 SECTION 5.04. Financial Statements, Reports, etc . 58 SECTION 5.05. Litigation and Other Notices 61 SECTION 5.06. Information Regarding Collateral 61 SECTION 5.07. Maintaining Records; Access to Properties and Inspections; Collateral Appraisals 61 SECTION 5.08. Use of Proceeds 61 SECTION 5.09. Employee Benefits 62 SECTION 5.10. Compliance with Environmental Laws 62 SECTION 5.11. Preparation of Environmental Reports 62 SECTION 5.12. Further Assurances 62 SECTION 5.13. Interest Rate Protection 63 SECTION 5.14. Maintenance of Separate Business 63 SECTION 5.15. Disclosure of Certain Non-Public Information 64 SECTION 5.16. Accession of Czech Borrower 64 SECTION 5.17. Dormant Subsidiaries 64 SECTION 5.18. Canadian Pledgor 64

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Table of Contents Page SECTION 5.19. Holding Germany 64 ARTICLE VI Negative Covenants 64 SECTION 6.01. Indebtedness 65 SECTION 6.02. Liens 66 SECTION 6.03. Sale and Lease-Back Transactions 68 SECTION 6.04. Investments, Loans and Advances 68 SECTION 6.05. Mergers, Consolidations and Sales of Asset 70 SECTION 6.06. Restricted Payments; Restrictive Agreements 71 SECTION 6.07. Transactions with Affiliates 72 SECTION 6.08. Business of the Loan Parties and Subsidiaries 72 SECTION 6.09. Other Indebtedness and Agreements 72 SECTION 6.10. Capital Expenditures 73 SECTION 6.11. Maximum Leverage Ratio 74 SECTION 6.12. Fiscal Year 74 SECTION 6.13. Certain Equity Securities 74 SECTION 6.14. Anti-Terrorism Law 75 SECTION 6.15. Deposit Accounts 75 SECTION 6.16. Restriction on Fundamental Changes 75 SECTION 6.17. Minimum Cash Requirement 75 ARTICLE VII Events of Default 75 ARTICLE VIII The Administrative Agent and the Collateral Agent 78 ARTICLE IX Miscellaneous 80 SECTION 9.01. Notices; Electronic Communications 80 SECTION 9.02. Survival of Agreement 82 SECTION 9.03. Binding Effect 82 SECTION 9.04. Successors and Assigns 83 SECTION 9.05. Expenses; Indemnity 86 SECTION 9.06. Right of Setoff 88 SECTION 9.07. Applicable Law 88 SECTION 9.08. Waivers; Amendment 89 SECTION 9.09. Interest Rate Limitation 89 SECTION 9.10. Entire Agreement 90 SECTION 9.11. WAIVER OF JURY TRIAL 90 SECTION 9.12. Severability 90 SECTION 9.13. Counterparts 90 SECTION 9.14. Headings 91 SECTION 9.15. Jurisdiction ; Consent to Service of Process 91

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Table of Contents
Page SECTION 9.16. Confidentiality 91 SECTION 9.17. Lender Action 92 SECTION 9.18. USA PATRIOT Act Notice 92 ARTICLE X Guarantee 93 SECTION 10.01. The Guarantee 93 SECTION 10.02. Obligations Unconditional 93 SECTION 10.03. Reinstatement 94 SECTION 10.04. Subrogation; Subordination 94 SECTION 10.05. Remedies 95 SECTION 10.06. Instrument for the Payment of Money 95 SECTION 10.07. Continuing Guarantee 95 SECTION 10.08. General Limitation on Guarantee Obligations 95 SECTION 10.09. Right of Contribution 95 SECTION 10.10. Guarantee Limitations 95 SECTION 10.11. Release 101 ARTICLE XI Executive Proceedings 101 SECTION 11.01. Spanish Public Document 101

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Table of Contents
(continued) SCHEDULES Schedule 1.01(a) - Mandatory Cost FormulaeSchedule 1.01(b) - Subsidiary GuarantorsSchedule 1.01(c) - Mortgaged PropertySchedule 1.01(d) - Existing DebtSchedule 2.01 - Lenders and CommitmentsSchedule 3.04 - Governmental Approvals, Notices and PermitsSchedule 3.06 - Material Adverse ChangesSchedule 3.07(d) - Rights of First Refusal, Options, Rights to Sell PropertySchedule 3.07(g) - Warrants, Options, etc.Schedule 3.08(a) - SubsidiariesSchedule 3.08(b) - Structure Chart of Subsidiaries of German ParentSchedule 3.08(c) - Structure Chart of Company GroupSchedule 3.09 - LitigationSchedule 3.17 - Environmental MattersSchedule 3.18 - InsuranceSchedule 3.20(a) - Owned Real PropertySchedule 3.20(b) - Leased Real PropertySchedule 3.29 - Eligible AccountsSchedule 4.01(d) - Local CounselSchedule 4.01(n) - Security DocumentsSchedule 6.01 - Permitted Existing DebtSchedule 6.02 - Permitted Existing LiensSchedule 6.04 - Investments EXHIBITS Exhibit A - Form of Administrative QuestionnaireExhibit B - Form of Assignment and AcceptanceExhibit C - Form of Borrowing RequestExhibit D - Form of Affiliate Subordination AgreementExhibit E - Form of Compliance CertificateExhibit F - Form of Borrowing Base CertificateExhibit G - Form of Post-Closing AgreementExhibit H - Form of Selection NoticeExhibit I - Form of Accession Agreement

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CREDIT AGREEMENT, dated as of June 25 2008, among Dura Automotive Grundstuecksverwaltung (" Automotive" ), a limited liability company organized under the laws of Germany; Dura Automotive Body & Glass Systems GmbH, a limited partnership organized under the laws of Germany (" DABG" ), Dura Automotive Plettenberg Leisten & Blenden GmbH, a limited liability company organized under the laws of Germany (" Plettenberg" ), Dura Automotive Selbecke Leisten & Blenden GmbH, a limited liability company organized under the laws of Germany (" Selbecke" ), Dura Automotive Holding GmbH & Co. KG, a limited liability company organized under the laws of Germany (" Holding KG" ), Dura Automotive Systems Einbeck GmbH, a limited liability company organized under the laws of Germany (" Einbeck" ), Dura Automotive Systems GmbH, a limited liability company organized under the laws of Germany (" Systems" ), Dura Automotive Systems Rotenburg GmbH, a limited liability company organized under the laws of Germany (" Rotenburg" , together with Automotive, DABG, Plettenberg, Selbecke, Holding KG, Einbeck and Systems, the " G erman Borrowers" ), Dura Automotive Systems CZ, s.r.o., a limited liability company organized under the laws of the Czech Republic (the " Czech Borrower" , and, together with the German Borrowers, the " Borrowers" ), Dura European Holding LLC & Co. KG, a limited liability company organized under the laws of Germany (the " German Parent" ), as Guarantor (such term and each other capitalized term used but not defined in this preamble or the recitals having the meaning given it in Article I), Dura Holding Germany GmbH, a limited liability company organized under the laws of Germany (" Holding Germany" ), as Guarantor, the Subsidiary Guarantors, the Lenders and Deutsche Bank Trust Company Americas, a New York banking corporation, as administrative agent (in such capacity, together with its successors and assigns, the " Administrative Agent" ) and as collateral agent (in such capacity, together with its successors and assigns, the " Collateral Agent" ). WHEREAS, on October 30, 2006 Dura Automotive Systems, Inc. (the " Parent" ) and certain of its direct and indirect Subsidiaries (together with the Parent, the " Debtors" ) filed voluntary petitions for relief commencing cases (the " Chapter 11 Cases" ) under chapter 11 of title 11 of the United States Code (the " Bankruptcy Code" ) in the United States Bankruptcy Court for the District of Delaware (the " Bankruptcy Court" ); WHEREAS, during the Chapter 11 Cases, the Debtors entered into the Existing DIP Agreement; WHEREAS, on May 13, 2008, the Bankruptcy Court entered an order (the " Confirmation Order" ) confirming the Revised Joint Plan of Reorganization (the " Plan of Reorganization" ) proposed by the Debtors under chapter 11 of the Bankruptcy Code; WHEREAS, on the Closing Date, the Debtors intend to reorganize pursuant to the terms and conditions of the Plan of Reorganization; and WHEREAS, the Borrowers have requested the Lenders to extend credit to the Borrowers in the form of Term Loans on the Closing Date, in an aggregate principal amount of ? 32,247,662.04 in connection with the consummation of the Plan of Reorganization.


NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants set forth herein, and for other good and valuable consideration, the parties hereto agree as follows:ARTICLE I Definitions SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below: " Accession Agreement" shall mean an Accession Agreement in the form of Exhibit I pursuant to which a person shall become a Loan Party. " Accountants" shall have the meaning assigned to such term in Section 5.04(a). " Acquisition Consideration" shall mean the purchase consideration for any Permitted Acquisition and all other payments by the Loan Parties or any of their Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, " earn-outs" and other agreements to make any payment the amount of which is, or the terms of payment which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business. " Adjusted EURIBOR Rate" shall mean, for any Interest Period, an interest rate per annum equal to the product of (a) the EURIBOR Rate in effect for such Interest Period, (b) Statutory Reserves and (c) Mandatory Cost, if any. The Adjusted EURIBOR Rate shall be adjusted automatically on and as of the effective date of any change in Statutory Reserves or Mandatory Cost. " Administrative Agent" shall have the meaning assigned to such term in the preamble hereto. " Administrative Agent Fees" shall have the meaning assigned to such term in Section 2.05(b). " Administrative Questionnaire" shall mean an Administrative Questionnaire in the form of Exhibit A , or such other form as may be supplied from time to time by the Administrative Agent. " Affected Lender" shall have the meaning ascribed to such term in Section 2.20(g). " Affiliate" shall mean, when used with respect to a specified person, another person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided , however , that the term " Affiliate" shall

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also include any person that directly or indirectly owns 10% or more of any class of Equity Interests of the person specified or that is an officer or director of the person specified; provided further that none of the Agents, any Lender nor any Affiliate of the foregoing shall be considered an " Affiliate" of Dura or the Loan Parties for purposes of this Agreement by virtue of the transactions contemplated by the Loan Documents; provided further that GSO shall not be considered an " Affiliate" of Dura or the Loan Parties for the purposes of this Agreement. " Affiliate Subordination Agreement" shall mean an Affiliate Subordination Agreement in the form of Exhibit D pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations. " Agency Fee Letter" shall mean the fee proposal dated June 9, 2008 from Deutsche Bank, Securities & Trust Services setting out the Administrative Agent Fees and the Collateral Agent Fees and the notice of acceptance of the Agency Fee Letter from Holding Germany dated June 13, 2008. " Agents" shall have the meaning assigned to such term in Article VIII. " Agreement" shall mean this Credit Agreement. " Anti-Terrorism Laws" shall mean the Executive Order, the Bank Secrecy Act (31 U.S.C. a7a7 5311 et seq.), the Money Laundering Control Act of 1986 (18 U.S.C. a7a7 1956 et seq.), the USA PATRIOT Act, the International Emergency Economic Powers Act (50 U.S.C. a7a7 1701 et seq.), the Trading with the Enemy Act (50 U.S.C. App. a7a7 1 et seq.), any other law or regulation administered by OFAC, and any similar law enacted in the United States after the date of this Agreement. " Applicable Margin" shall mean, for any day, with respect to any Term Loan, 9.25% per annum. " Approved Factoring Arrangements" shall mean receivables financing arrangements entered into and by and between the Loan Parties and factors on terms reasonably satisfactory to, and approved in writing by, the Required Lenders. " Approved Factors" shall mean factors that are counterparties to Approved Factoring Arrangements. " Arbitration Court" shall have the meaning assigned to such term in Section 9.15(b). " Asset Sale" shall mean any Disposition by any of the Loan Parties or any Subsidiary to any person other than a Loan Party of (a) any Equity Interests of any of the Loan Parties or the Subsidiaries (other than directors' qualifying shares), (b) any other assets or property of the Loan Parties or any of the Subsidiaries (other than (i) inventory, damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case Disposed of in the ordinary course of business and consistent with past practices, (ii) any Disposition or series of related Dispositions that yields gross proceeds (valued at the initial principal amount thereof, in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) not in excess of ? 250,000 or its equivalent or (iii) a Disposition of accounts

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receivable pursuant to Approved Factoring Arrangements), or (c) all or substantially all of the assets of any Loan Party or any of the Subsidiaries, including any inventory, whether in one transaction or a series of transactions. " Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent. " Auditor' s Determination" shall have the meaning assigned to such term in section 10.10(c)(ii)(C). " Available Commitment" shall mean, in relation to the Term Loan Facility, each Lender' s Term Loan Commitment set forth on Schedule 2.01 minus the amount of its outstanding Term Loans under the Term Loan Facility. " Bankruptcy Code" shall have the meaning assigned to such term in the recitals hereto. " Bankruptcy Court" shall have the meaning assigned to such term in the recitals hereto. " Board" shall mean the Board of Governors of the Federal Reserve System of the United States of America. " Body and Glass Division" shall mean the operating divisions of each Loan Party primarily engaged in the design and manufacture of component parts relating to the following product categories as described in the Disclosure Statement: glass systems, door systems and modules, engineered assemblies and exterior trim systems. " Borrower Materials" shall have the meaning assigned to such term in Section 9.01. " Borrowers" shall have the meaning assigned to such term in the preamble hereto. " Borrowing" shall mean a borrowing under the Term Loan Facility. " Borrowing Base" shall mean, as of any date of determination by the Administrative Agent, an amount equal to the sum of: (a) 90% of cash held in Eligible Deposit Accounts as set forth on the most recent Borrowing Base Certificate; plus (b) 40% of the Collateral Value of Eligible Inventory as set forth on the most recent Borrowing Base Certificate; plus (c) 50% of the book value of Eligible PP&E as set forth on the most recent Borrowing Base Certificate, provided that the aggregate amount of Eligible PP&E included within the Borrowing Base shall at no time exceed 28% of the Borrowing Base; and, provided further , that at all times the portion of the Borrowing Base consisting of cash in Eligible Deposit Accounts shall be no less than the Minimum Cash Requirement.

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For purposes of this definition, the Collateral Values of Eligible Inventory shall be determined after deduction of all Eligibility Reserves then effective with respect to such items. " Borrowing Base Certificate" shall have the meaning assigned to such term in Section 5.04(l). " Borrowing Request" shall mean a request by German Parent on behalf of the Borrowers in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C , or such other form as shall be approved by the Administrative Agent. " Breakage Event" shall have the meaning assigned to such term in Section 2.16. " Business Day" shall mean (a) any day other than a Saturday, Sunday or day on which commercial banks in New York City are authorized or required by law to close and (b) any day on which banks are not open for dealings in Euro deposits in the European interbank market. " Canadian Pledge Agreement" shall mean that certain pledge agreement entered into by Dura Holdings Canada LP and the Collateral Agent under French law in relation to the Equity Interests in Dura Automotive Systems, S.A.S. " Canadian Pledgor" shall mean Dura Holdings Canada LP as pledgor under the Canadian Pledge Agreement. " Capital Expenditures" shall mean, for any period, the sum (without duplication) of (a) the aggregate of all expenditures (paid in cash) in respect of additions to property, plant and equipment and other capital expenditures of German Parent and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of German Parent for such period prepared in accordance with GAAP, including, without limitation, all transactional costs incurred in connection with such expenditures provided the same have been capitalized and (b) the aggregate of all Capital Lease Obligations incurred by German Parent and its consolidated Subsidiaries during such period, but excluding in each case any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or indemnification or damage recovery proceeds relating to any such damage, loss, destruction or condemnation as evidenced in writing and submitted to the Administrative Agent together with any Compliance Certificate delivered pursuant to Section 5.04(c). " Capital Lease Obligations" of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. " Cash Pooling Arrangements" shall mean arrangements whereby cash is swept and transferred on a daily basis from any Loan Party or any Subsidiary to any other Loan Party or other Subsidiary.

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" Change in Control" shall be deemed to have occurred if after the Closing Date (a) any " person" or " group" (within the meaning of Rule 13d 5 of the Securities Exchange Act of 1934 as in effect on the date hereof), other than the Permitted Investors, shall own, directly or indirectly, beneficially or of record, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of New Dura, (b) a majority of the seats (other than vacant seats) on the Governing Board of New Dura shall at any time be occupied by persons who were neither (i) nominated by the Governing Board of New Dura nor (ii) appointed by directors so nominated, (c) any change in control (or similar event, however denominated) with respect to New Dura, any Borrower, any Loan Party or any Subsidiary shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which any such person is a party, (d) New Dura shall cease to directly or indirectly own, beneficially and of record, 100% of the issued and outstanding Equity Interests of any Borrower or (e) a change in control or similar concept, as defined in the U.S. ABL Facility, the U.S. Second Lien Credit Facility, the European Factoring Facilities or in any agreement evidencing Material Indebtedness shall occur. " Change in Law" shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority or any Lender after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15, by any lending office of such Lender or by such Lender' s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. " Chapter 11 Cases" shall have the meaning assigned to such term in the recitals hereto. " Charges" shall have the meaning assigned to such term in Section 9.09. " Civil Code" shall mean Bfcrgerliches Gesetzbuch (BGB), as amended. " Civil Procedural Law" shall have the meaning assigned to such term in Section 11.01(a). " Closing Date" shall mean the date upon which all conditions precedent have been satisfied or waived. " Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. " Coface" shall mean Coface Finanz GmbH or its Affiliate. " Coface Intercreditor Agreement" shall mean an intercreditor agreement by and among the Agents and Coface in form and substance satisfactory to the Required Lenders as the same may be amended, supplemented, modified or restated from time to time. " Collateral" shall mean, collectively, all of the " Collateral" as defined in any Security Document and shall also include the Mortgaged Properties. " Collateral Agent" shall have the meaning assigned to such term in the preamble hereto.

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" Collateral Agent Fees" shall have the meaning assigned to such term in Section 2.05(c). " Collateral Value" shall mean with respect to any item of Eligible Inventory, the Euro equivalent of the value (determined at the lower of cost, on a first-in, first-out, basis and market value) of such Eligible Inventory. " Commitment Fee" shall have the meaning assigned to such term in Section 2.05(a). " Commitment Letter" shall mean the Commitment Letter dated June 1, 2008, between Holding Germany, the Parent, Dura, New Dura and GSO. " Communications" shall have the meaning assigned to such term in Section 9.01. " Company Group" shall mean the Parent, New Dura and Dura and each of their Subsidiaries. " Compliance Certificate" shall mean a certificate in the form of Exhibit E and signed by a Financial Officer of German Parent. " Confirmation Order" shall have the meaning assigned to such term in the recitals hereto. " Consolidated Adjusted EBITDA" means, for any period, an amount determined for German Parent and its Subsidiaries on a consolidated basis equal to Consolidated Net Income, plus (i) to the extent reducing Consolidated Net Income, the sum, without duplication, of the amounts for such period of (a) consolidated interest expense, (b) consolidated income, withholding, franchise and similar tax expense, (c) total depreciation expense, (d) total amortization expense (including amortization of intangibles), (e) Transaction Costs (including fees, costs and expenses incurred in connection with the Approved Factoring Arrangements), so long as Transaction Costs are incurred on or prior to the Closing Date or, if incurred within one year after the Closing Date, do not exceed $8,000,000 in cash (and all non-cash charges whenever incurred with respect to the foregoing Transaction Costs), (f) cash non-recurring items and non-cash, non-recurring items reducing Consolidated Net Income, in each case, without duplication and including charges related to the ongoing operational restructuring provided , however, that cash operational restructuring charges shall not exceed $17,000,000 for the period commencing on the Closing Date through December 31, 2009 or $21,000,000 for the term of this Agreement (and provided further that any other non-recurring items shall not be included in the computation of any maximum amount set forth in this subclause (f)), (g) foreign exchange losses, (h) fees, costs and expenses of the German Parent and its Subsidiaries incurred as a result of Permitted Acquisitions, investments permitted hereunder, Asset Sales, any Equity Issuance or Indebtedness permitted hereunder, (i) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs, (j) expenses to the extent actually reimbursed in cash under any indemnification, and (k) non-recurring (or recurring with respect to non-cash) losses as a result of fresh-start accounting procedures in connection with the emergence from the Chapter 11 Cases, minus (ii) to the extent included in Consolidated Net Income, the sum, without duplication, of the amounts for such period of (a) cash and non-cash non-recurring or (recurring with respect to non-cash) items

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increasing Consolidated Net Income for such period, (b) gains from extraordinary items, (c) foreign exchange gains and (d) non-recurring gains as a result of fresh-start accounting in connection with the emergence from the Chapter 11 Cases. For purposes of determining the Leverage Ratio as of or for the periods ended on June 30, 2008, September 30, 2008 and December 31, 2008, Consolidated Adjusted EBITDA will be deemed to be equal to (i) for the fiscal quarter ended September 30, 2007, ? 11,400,000, (ii) for the fiscal quarter ended December 31, 200 ...