0001193125-08-259635 Sample Contracts

THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • December 23rd, 2008 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York

THIRD AMENDMENT AND WAIVER, dated as of December 18, 2008 (this “Third Amendment”), among COOPER-STANDARD HOLDINGS INC., a Delaware corporation (f/k/a CSA Acquisition Corp.) (“Holdings”), COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation (the “U.S. Borrower”), COOPER-STANDARD AUTOMOTIVE CANADA LIMITED, a corporation organized under the laws of Ontario (the “Canadian Borrower”), COOPER-STANDARD AUTOMOTIVE INTERNATIONAL HOLDINGS B.V. (f/k/a STEFFENS BEHEER BV), a company incorporated under the laws of The Netherlands (the “Dutch Borrower”), various Lenders party to the Credit Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”).

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