REGISTRATION RIGHTS AGREEMENT by and among COOPER-STANDARD HOLDINGS, INC., THE BACKSTOP PURCHASERS and THE OTHER HOLDERS PARTY HERETO Dated as of May 27, 2010Registration Rights Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 27, 2010 by and among Cooper-Standard Holdings, Inc., a Delaware corporation (the “Company”), the parties identified as “Backstop Purchasers” on the signature page hereto and the parties identified as “Holders” on the signature page hereto. Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
Cooper-Standard Holdings Inc. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of May 27, 2010 (the “Effective Time”), among Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”) and Silver Point Capital, L.P., a Delaware limited partnership, on behalf of its affiliates and related funds (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 6 hereof.
LOAN AND SECURITY AGREEMENT among COOPER-STANDARD HOLDINGS INC., as a U.S. Facility Guarantor and a Canadian Facility Guarantor COOPER-STANDARD AUTOMOTIVE INC., as the U.S. Borrower, a U.S. Facility Guarantor and a Canadian Facility Guarantor...Loan and Security Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of May 27, 2010, among COOPER-STANDARD HOLDINGS INC., a Delaware corporation (“Holdings”) as a U.S. Facility Guarantor and a Canadian Facility Guarantor (each as defined herein), COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation (the “U.S. Borrower”), COOPER-STANDARD AUTOMOTIVE CANADA LIMITED, an Ontario corporation (together with its permitted successors, the “Canadian Borrower”, and together with the U.S. Borrower, the “Borrowers”), the other U.S. Subsidiaries (as defined herein) of Holdings which are and may hereafter become party to this Agreement as U.S. Facility Guarantors and Canadian Facility Guarantors, the other Canadian Subsidiaries (as defined herein) of Holdings which are or may hereafter become party to this Agreement as Canadian Facility Guarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking assoc
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 2010 (the “Date of Grant”), between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):
Cooper-Standard Holdings Inc. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Director Nomination Agreement (this “Agreement”) is made as of May 27, 2010 (the “Effective Time”), among Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”) and Capital Research and Management Company, as investment advisor to certain funds it manages, TCW Shared Opportunity Fund IV, L.P., TCW Shared Opportunity Fund IVB, L.P., TCW Shared Opportunity Fund V, L.P., TD High Yield Income Fund, and Lord, Abbett & Co. LLC, as investment manager on behalf of multiple clients (the “Stockholders”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 6 hereof.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 2010 (the “Date of Grant”), between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 2010 (the “Date of Grant”), between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):
Joinder AgreementJoinder Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
WHEREAS, CSA Escrow Corporation and Deutsche Bank Securities Inc., as representative of the Initial Purchasers named on Schedule 1 of the Purchase Agreement (the “Initial Purchasers”), heretofore executed and delivered a Registration Rights Agreement (“Registration Rights Agreement”), dated May 11, 2010, providing for the registration and exchange of the Securities (as defined therein); and
SUPPLEMENTAL INDENTURESupplemental Indenture • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 27, 2010, among COOPER-STANDARD AUTOMOTIVE INC., an Ohio corporation (the “New Company”), COOPER-STANDARD HOLDINGS INC., a Delaware corporation (the “Parent Guarantor”), the subsidiaries of the New Company set forth on the signature page hereto (together with the Parent Guarantor, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
WARRANT AGREEMENT dated as of May 27, 2010 between Cooper-Standard Holdings Inc. and Computershare Inc. and Computershare Trust Company, N.A., collectively as Warrant AgentWarrant Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • New York
This Warrant Agreement (“Warrant Agreement”) dated as of May 27, 2010 is between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent,” or individually, “Computershare” and the “Trust Company,” respectively).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 3rd, 2010 • Cooper-Standard Holdings Inc. • Motor vehicle parts & accessories • Delaware
THIS AGREEMENT (this “Agreement”), is made effective as of the day of , 2010 (the “Date of Grant”), between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”):
