1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, being a director or officer or both of each Adwest Electronics, Inc.,
Atwood Automotive, Inc., Atwood Mobile Products, Inc., Dura Automotive Systems
Cable Operations, Inc., Dura Automotive Systems of Indiana, Inc., Mark I Molded
Plastics of Tennessee, Inc. and Universal Tool & Stamping Company, Inc.
(collectively, the "Subsidiary Guarantors"), constitutes and appoints Karl F.
Storrie, David R. Bovee and S.A. Johnson, and each of them, such person's true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-4 relating
to debt securities of Dura Operating Corp. (the "Company") and the guaranties of
such debt securities by the Subsidiary Guarantors, as contemplated by the
Registration Rights Agreement by and among the Company, Dura Automotive Systems,
Inc. and the Subsidiary Guarantors and Banc of America Securities LLC, Credit
Suisse First Boston Corporation, J.P. Morgan Securities Inc. and the other
initial purchasers named therein and all amendments (including post-effective
amendments) to such Registration Statement on Form S-4 (and any registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, for the offering which such Registration Statement on Form S-4
relates), and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact an agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
-----------------------------
Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed by the following persons in the capacities and on
the dates indicated:
SIGNATURES CAPACITY DATES
---------- -------- -----
/s/ David R. Bovee President, Chief Financial Officer July 2, 2001
- ----------------------- and Treasurer, (Principal Executive
David R. Bovee Officer) (Principal Financial and
Accounting Officer); Director
/s/ Brian Ghesquiere Director July 2, 2001
- -----------------------
Brian Ghesquiere
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, being a director or officer or both of each of Dura Operating Corp. (the
"Company") and Dura Automotive Systems, Inc. ("Parent"), constitutes and
appoints Karl F. Storrie, David R. Bovee and S.A. Johnson, and each of them,
such person's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-4 relating to debt securities of the Company and the guaranties of
such debt securities by Parent, as contemplated by the Registration Rights
Agreement by and among the Company, Parent and each of the Subsidiary Guarantors
named therein and Banc of America Securities LLC, Credit Suisse First Boston
Corporation, J.P. Morgan Securities Inc. and the other initial purchasers named
therein and all amendments (including post-effective amendments) to such
Registration Statement on Form S-4 (and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the
offering which such Registration Statement on Form S-4 relates), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact an agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
--------------------------
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURES CAPACITY DATES
---------- -------- -----
/s/ Karl F. Storrie President and Chief Executive Officer, July 2, 2001
- ------------------------------ (Principal Executive Officer); Director
Karl F. Storrie
/s/ David R. Bovee Vice President and Chief Financial Officer July 2, 2001
- ------------------------------ (Principal Financial and Accounting
David R. Bovee Officer)
/s/ Robert E. Brooker, Jr. Director July 3, 2001
- ------------------------------
Robert E. Brooker, Jr.
/s/ Jack K. Edwards Director July 3, 2001
- ------------------------------
Jack K. Edwards
/s/ James O. Futterknecht, Jr. Director July 3, 2001
- ------------------------------
James O. Futterknecht, Jr.
/s/ S.A. Johnson Director July 3, 2001
- ------------------------------
S.A. Johnson
/s/ J. Richard Jones Director July 3, 2001
- ------------------------------
J. Richard Jones
/s/ John C. Jorgensen Director July 3, 2001
- ------------------------------
John C. Jorgensen
/s/ William L. Orscheln Director July 3, 2001
- ------------------------------
William L. Orscheln
/s/ Eric J. Rosen Director July 2, 2001
- ------------------------------
Eric J. Rosen
/s/ Ralph R. Whitney Director July 3, 2001
- ------------------------------
Ralph R. Whitney