EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Michigan
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of January 1, 2009 by and between COOPER-STANDARD AUTOMOTIVE INC. (the “Company”) and Michael C. Verwilst (the “Executive”).
DEBTOR-IN-POSSESSION CREDIT AGREEMENT among COOPER-STANDARD HOLDINGS INC., COOPER-STANDARD AUTOMOTIVE INC., COOPER-STANDARD AUTOMOTIVE CANADA LIMITED, METZELER AUTOMOTIVE PROFILE SYSTEMS GMBH, VARIOUS LENDING INSTITUTIONS, DEUTSCHE BANK TRUST COMPANY...Possession Credit Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories
DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of December 18, 2009, among COOPER-STANDARD HOLDINGS INC., a Delaware corporation (“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” or the “Canadian Debtor”), METZELER AUTOMOTIVE PROFILE SYSTEMS GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) (the “German Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the administrative agent (in such capacity, the “Administrative Agent”), as the collateral agent (in such capacity, the “Collateral Agent”), and as the documentation agent (in such capacity, the “Documentation Agent”), and DEUTSCHE BANK SECURITIES INC., as the syndication agent (the “Syndication Agent”), and as sole lead arranger and sole book runner (in such capacity, the “Sole Lead Arranger”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 18, 2009 (this “Sixth 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” and together with the U.S. Borrower and the Canadian Borrower, the “Borrowers” and each a “Borrower”), various LENDERS party to the Credit Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meaning provided to such terms in the Credit Agreement.
WHEREAS, the U.S. Debtors are debtors-in-possession under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in jointly administered cases (collectively, the “U.S. Cases”) pending in the United States Bankruptcy Court for the...Pledge Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
WHEREAS, Holdings, the Borrowers, the Lenders from time to time party thereto, the Administrative Agent, and the other agents party thereto entered into a Debtor-In-Possession Credit Agreement, dated as of December 18, 2009 (as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time, and including any agreement extending the maturity of, refinancing or restructuring (including, but not limited to, the inclusion of additional borrowers or guarantors thereunder or any increase in the amount borrowed) of all or any portion of, the indebtedness under such agreement or any successor agreements, whether or not with the same agent, trustee, representative lenders or holders, the “DIP Credit Agreement”) providing for the making of Loans to the Borrowers, all as contemplated therein (the Lenders, the Administrative Agent, and each other Agent are hereinafter collectively referred to as the “DIP Lender Creditors”);
U.S. SECURITY AGREEMENT among COOPER-STANDARD HOLDINGS INC., COOPER-STANDARD AUTOMOTIVE INC., CERTAIN SUBSIDIARIES OF COOPER-STANDARD HOLDINGS INC. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as COLLATERAL AGENT Dated as of December 30, 2009S. Security Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
WHEREAS, Holdings, the Borrowers, the Lenders from time to time party thereto, the Administrative Agent, and the other agents party thereto entered into a Debtor-In-Possession Credit Agreement, dated as of December 18, 2009 (as amended, modified, extended, renewed, replaced, restated, supplemented or refinanced from time to time, and including any agreement extending the maturity of, refinancing or restructuring (including, but not limited to, the inclusion of additional borrowers or guarantors thereunder or any increase in the amount borrowed) of all or any portion of, the indebtedness under such agreement or any successor agreements, whether or not with the same agent, trustee, representative lenders or holders, the “DIP Credit Agreement”) providing for the making of Loans to the Borrowers, all as contemplated therein (the Lenders, the Administrative Agent, and each other Agent are hereinafter collectively referred to as the “DIP Lender Creditors”);
SEVENTH AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
THIS SEVENTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT, dated as of December 16, 2009 (this “Seventh Amendment”), is entered into by 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” and together with the U.S. Borrower and the Canadian Borrower, the “Borrowers” and each a “Borrower”), various LENDERS party to the Existing Credit Agreement referred to below, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meaning provided to such te
FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT, dated as of July 14, 2009 (this “Fifth 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” and together with the U.S. Borrower and the Canadian Borrower, the “Borrowers” and each a “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”). All capitalized terms used herein and not otherwise defined herein shall have the respective meaning provided to such terms in the Credit Agreement.
SEPARATION AGREEMENTSeparation Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Michigan
THIS SEPARATION AGREEMENT (this “Agreement”) is made as of March 31, 2009 by and among Cooper-Standard Holdings Inc., a Delaware corporation (“CSA Holdings”), Cooper-Standard Automotive Inc., an Ohio corporation, (the “Company”), and Larry J. Beard (“Executive”).
COMMITMENT AGREEMENT by and between COOPER-STANDARD HOLDINGS INC. and THE BACKSTOP PURCHASERS SET FORTH HEREIN Dated as of March 19, 2010Commitment Agreement • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
This Commitment Agreement (this “Agreement”), dated as of March 19, 2010, is made by and between Cooper-Standard Holdings Inc., a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and the Backstop Purchasers identified on Schedule I hereto (the “Backstop Purchasers”).
GLOBAL SUBSIDIARIES GUARANTYGlobal Subsidiaries Guaranty • March 31st, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
GLOBAL SUBSIDIARIES GUARANTY, dated as of December 30, 2009 (as so amended and restated and as the same may be further amended, modified, restated and/or supplemented from time to time, this “Guaranty”), made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 22 hereof, collectively, the “Guarantors”) in favor of Deutsche Bank Trust Company Americas, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the DIP Credit Agreement (as defined below) shall be used herein as therein defined.
