EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Michigan
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 1, 2008 by and between COOPER-STANDARD AUTOMOTIVE INC. (the “Company”) and Michael C. Verwilst (the “Executive”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • March 31st, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 11, 2006, between Cooper-Standard Automotive FHS Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Cooper-Standard Automotive Inc., an Ohio corporation, and Wilmington Trust Company, as trustee (the “Trustee”).
EXECUTIVE PUT OPTION AGREEMENTExecutive Put Option Agreement • March 31st, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
This Executive Put Option Agreement (this “Agreement”) is entered into on this 19th day of December, 2007 by and among James S. McElya (“McElya”), Cooper-Standard Holdings Inc. (f/k/a CSA Acquisition Corp.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners II L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Merchant B II C.V., a limited partnership formed under the laws of The Netherlands (“Cypress Offshore”), 55th Street Partners II L.P., a Delaware limited partnership (“55th Street”), Cypress Side-By-Side LLC, a Delaware limited liability company (“Side-by-Side” and, together with Cypress Onshore, Cypress Offshore and 55th Street, “Cypress”), GS Capital Partners 2000, L.P. (“Goldman Onshore”), GS Capital Partners 2000 Offshore, L.P. (“Goldman Offshore”), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG (“Goldman KG”), GS Capital Partners 2000 Employee Fund, L.P. (“Goldman Employee”) and Goldman Sachs Direct Investment Fund 2000, L.P. (“Gol
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Michigan
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 19th day of December, 2007 (the “Effective Date”) between COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation with its principal offices located at 39550 Orchard Hill Place Drive, Novi, Michigan 48375 (the “Company”), and James S. McElya, residing at 5421 Burnt Hickory Drive, Valrico, Florida 33594 (the “Executive”). The Company’s parent corporation, Cooper-Standard Holdings, Inc., is a party to this Agreement solely for purposes of Section 9(d).
LIMITED LIABILITY COMPANY AGREEMENT of NISHIKAWA STANDARD COMPANY LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • March 31st, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) is dated as of March 31, 2008, but effective as of January 1, 2008, by and among (i) NISHIKAWA OF AMERICA INC. (“NOA”), a Delaware corporation; (ii) NISHIKAWA RUBBER CO., LTD., a Japanese corporation (“Nishikawa Rubber”); (iii) NISCO HOLDING COMPANY (“CSA-NHC”), a Delaware corporation; (iv) COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation (“Cooper-Standard”); and (v) NISHIKAWA STANDARD COMPANY LLC, a Delaware limited liability company (the “Company”). NOA and CSA-NHC shall each be referred to herein as a “Member” and collectively as the “Members”. Capitalized terms used herein shall have the meaning ascribed to them in Article XVIII of this Agreement.
