Limited Liability Company Agreement

Exhibit 10.39

LIMITED LIABILITY COMPANY AGREEMENT

of

NISHIKAWA STANDARD COMPANY LLC

A Delaware Limited Liability Company

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.

RECITALS

A. On October 9, 1986, the Nishikawa Rubber and The Standard Products Company, the predecessor to Cooper-Standard, and Standard Products (Canada) Limited, entered into a Formation Agreement (" Formation Agreement" ) pursuant to which the Company was established.

B. On March 23, 1989, the Members entered into a partnership agreement (the " Original Partnership Agreement" ) pursuant to which the Company was reorganized as a Delaware general partnership. Simultaneously therewith, the Members adopted the By-Laws of the Policy Committee (" By-Laws" ).

C. On November 1, 1990, the Members entered into Amendment No. 1 to the Partnership Agreement. On December 7, 1992, the Members entered into a Supplemental Formation Agreement and Amendment No. 2 to Partnership Agreement. On April 15, 1998, the Members entered into Amendment No. 3 to the Partnership Agreement

D. The Members desire to amend, restate, consolidate and replace all of the following documents in their entirety: Formation Agreement, Original Partnership Agreement, By-Laws, Amendment No. 1 to Partnership Agreement, Supplemental Formation Agreement, Amendment No. 2 to Partnership Agreement and Amendment No. 3 to Partnership Agreement (collectively, the " Original Agreements" ).

E. Simultaneously herewith, the Members have caused the Company to be converted to a Delaware limited liability company pursuant to the filing of the Certificate of Conversion and Certificate of Formation.

The parties, intending to be legally bound, agree as follows:


ARTICLE I

ORGANIZATION

1.1 Background . The Company is engaged in the business of the design, development, manufacture and marketing of such weather sealing products as the Members may from time to time agree (collectively, " Products" ), for sale to Japanese transplant and domestic original equipment motor vehicle manufacturers (" OEMs" ) where such Products are shipped to OEM assembly plants, primarily but not exclusively those located in the United States and Canada (" Business" ).

1.2 Conversion to Limited Liability Company and Continuation of Business . The Members converted the Company from a Delaware general partnership to a Delaware limited liability company pursuant to the Act in accordance with the terms and conditions of the Certificate of Conversion and Certificate of Formation. The Members agree to continue the Business of the Company pursuant to the terms and conditions set forth in this Agreement which amends, restates, consolidates and replaces the terms and conditions of all the Original Agreements in their entirety.

1.3 Name . The name of the Company shall be Nishikawa Standard Company LLC.

1.4 Places of Business; Registered Agent and Office . The principal business offices of the Company are located at 39550 Orchard Hill Place, Novi, Michigan. The Company currently operates manufacturing facilities in Topeka, Indiana and Bremen, Indiana. The Company may add, move or close offices and other places of business as it shall from time to time deem necessary or advisable in accordance with this Agreement. The Management Committee shall select the registered agent and the location of the registered offices of the Company.

1.5 Term . The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement.

ARTICLE II

PURPOSE OF COMPANY

The Company shall continue to (a) conduct the Business, and (b) engage in any and all acts, things, businesses and activities that are related, incidental or conducive, directly or indirectly, to the attainment of the foregoing purpose. Subject to the terms of this Agreement, the Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes described in this Agreement, including, without limitation, the purchase and ownership of real and personal property and all acts in connection therewith.


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ARTICLE III

BOOKS AND RECORDS; REPORTS AND ACCOUNTING

3.1 Books and Records .

(a) The Company shall make and keep books, records and accounts that accurately and fairly reflect in all material respects the assets, liabilities and operations of the Company. The Company shall also maintain a reasonable system of internal accounting controls that complies with applicable laws.

3.2 Fiscal Year; Accounting . The fiscal year of the Company shall be January 1 through December 31 (" Fiscal Year" ). The accounting methods and principles to be followed by the Company shall be determined by the Management Committee but shall be maintained in accordance with generally accepted accounting principles in the United States of America consistently applied (" GAAP" ).

3.3 Financial Statements . As soon as practicable after the close of each Fiscal Year, the Company shall cause to be furnished to the Members financial statements of the Company for such Fiscal Year prepared in accordance with GAAP (collectively, " Financial Statements" ) The Financial Statements of the Company shall be audited as of the end of each Fiscal Year by an independent certified public accounting firm selected by the Management Committee. Each Member shall have the right, at its expense, to cause its internal or external auditors or other representatives at any time during normal business hours to examine, review, copy and/or audit all of the Financial Statements and books and records of the Company.

3.4 Interim Reports . The Company shall cause to be furnished to the Members unaudited Financial Statements of the Company for interim periods, forecasts for the remainder of the Fiscal Year and other information as may be reasonably requested by each Member.

3.5 Tax Election . The Management Committee may elect whether to make any available elections under the Code, including an election pursuant to section 734, 743 and/or 754 of the Code (or corresponding future provisions of law) to adjust the basis of the assets of the Company in the case of a transfer of all or any part of the Interest of any Member.

3.6 Tax Matters Partner . The Management Committee shall designate a Tax Matters Partner (" Tax Matters Partner" ). The Tax Matters Partner is authorized and required to represent the Company (at the Company' s expense) in connection with all examinations of the Company' s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Partner shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred and for reasonable charges for services provided. The Tax Matters Partner agrees to promptly provide to the Members copies of any correspondence or other documents received from or sent to any federal, state, local or foreign tax authorities relating to any examination of the Company' s affairs. Each Member shall, at its own expense, be permitted to attend and participate in any discussions, negotiations, or proceedings in which the Tax Matters Partner is involved on behalf of the Company.


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3.7 Insurance . The Company shall obtain and at all times maintain insurance coverage (including, without limitation, commercial general liability coverage) adequate for the Business, as required by applicable law and as otherwise reasonably requested by the Members with carriers, in amounts and on such terms as are usual and customary for businesses of the size and type of the Company' s Business.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1 Capital Contributions by the Members . The interests of the respective Members in the equity of the Company (their respective " Sharing Ratios" ) are set forth on Schedule 4.1 attached to this Agreement. No interest shall accrue on any Capital Contribution and no Member shall have any right to be repaid any Capital Contribution except as provided in this Agreement.

4.2 Authorized Capital Contributions . The Members have authorized the Management Committee to increase the total authorized capital of the Company up to Fifty-One Million Two Hundred Thousand Dollars ($51,200,000) (" Authorized Capital" ) at the times and in the amounts as the Management Committee deems appropriate. The Management Committee shall provide notice to each of the Members in writing at least thirty (30) days prior to the date on which the additional capital contributions are due. The capital call notice shall describe in reasonable detail the purposes and uses of the additional capital, the amounts of the additional capital required and the date by which payment of the additional capital is required. Each Member shall be obligated to make any additional capital contribution in addition to any unfulfilled capital contribution pro rata in accordance with that Member' s Sharing Ratio.

4.3 Additional Capital Contributions . The Members may, by unanimous written consent, determine that the total authorized capital of the Company shall be increased and/or authorize the Management Committee to call for additional capital contributions from the Members. The Members shall provide written notice to the Management Committee of any such action (" Notice of Authorized Capital" ). Unless otherwise provided in the Notice of Authorized Capital, the Management Committee shall be authorized to call for additional capital contributions from the Members up to the amount provided in the Notice of Authorized Capital. The Management Committee shall provide notice to each of the Members in writing at least thirty (30) days prior to the date on which the additional capital contributions are due setting forth the amount of the additional capital required and the date by which payment of the additional capital is required. Each Member shall be obligated to make such additional capital contribution in addition to any unfulfilled capital contribution pro rata in accordance with that Member' s Sharing Ratio.

4.4 Failure to Contribute .

(a) Rights of Company . In the event a Member (" Refusing Member" ) fails to make any capital contribution when required, the Company may, in addition to the other rights and remedies the Company may have under the Act or applicable law, take any enforcement action (including, the commencement and prosecution of court proceedings) against the Refusing Member as the other Member considers appropriate.


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(b) Rights of Members . In the event a Refusing Member fails to make any additional Capital Contribution required pursuant to Sections 4.2 or 4.3 above (" Unpaid Contribution" ), the other Member (who has made its additional Capital Contribution and any prior additional Capital Contributions) (" Electing Member" ), shall have the right but not the obligation to elect to make the Unpaid Contribution of any Refusing Member. If the Electing Member makes the Unpaid Contribution of the Refusing Member, the Electing Member, at its option, may either convert the Unpaid Contribution into an increased Sharing Ratio for the Electing Member or treat the Unpaid Contribution as an extension of credit to the Refusing Member. An Electing Member may exercise its option by giving written notice to the Refusing Member of the Electing Member' s intent to contribute the Unpaid Contribution and to either convert the Unpaid Contribution into an increased Sharing Ratio (" Notice of Intent to Convert" ) or treat the Unpaid Contribution as an extension of credit to the Refusing Member (" Notice of Extension of Credit" ).

(i) Right to Convert Unpaid Capital Contribution into Increased Sharing Ratio . Upon receipt by the Refusing Member of Notice of Intent to Convert and effective as of the date the Electing Member contributes the Unpaid Contribution to the Company, the Refusing Member' s Sharing Ratio shall be reduced and the Electing Member' s Sharing Ratio shall be increased, so that each Member' s Sharing Ratio is equal to a fraction, the numerator of which is that Member' s total Capital Contributions (which shall include all Capital Contributions, all additional Capital Contributions and any portion of the Unpaid Contribution paid by that Member) and the denominator of which is the total Capital Contributions of both Members. The Management Committee shall amend Schedule 4.1 accordingly.

(ii) Right to Treat Unpaid Contribution as Extension of Credit . Upon receipt by the Refusing Member of a Notice of Extension of Credit and effective as of the date the Electing Member contributes the Unpaid Contribution to the Company, the Unpaid Contribution made by the Electing Member shall be treated as an extension of credit to the Refusing Member, payable on demand, with interest accruing thereon at a per annum rate equal to two (2) percentage points over the Prime Rate until paid (" Shortfall Loan" ). In the event a Refusing Member becomes entitled to a distribution from the Company for any reason other than a distribution pursuant to Section 5.2 below while any portion of the Shortfall Loan remains unsatisfied, the distribution shall be applied to the Shortfall Loan as provided in Section 5.7 below.

4.5 Capital Accounts . The Company shall maintain separate Capital Accounts for each Member. Each Member' s Capital Account shall reflect the Member' s capital contributions, and increases for the Member' s share of any net income or gain of the Company. Each Member' s Capital Account shall also reflect decreases for distributions made to the Member, and the Member' s share of any losses and deductions of the Company.

4.6 Member Loans . If the majority of the Management Committee determines that funds are needed by the Company in addition to the Capital Contributions unanimously agreed upon by the Members, either Member may, but shall not be obligated to, loan any additional funds to the Company as may be reasonably necessary for the continued operation of the Business of the Company (" Member Loans" ). All Member Loans shall be evidenced by a promissory note executed by or on behalf of the Company which shall contain such


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commercially reasonable terms and conditions as may be agreed to by the Member making the Member Loan and the Management Committee. Except for the distributions referenced in Section 5.2 below, the amount of principal and interest payable on Member Loans shall be paid to the Members that have made Member Loans to the Company pro rata based upon the respective principal balances of the Member Loans outstanding prior to any distribution of available funds to the Members pursuant to Article V being made.

4.7 Loans by Financial Institutions . Upon the consent of the Management Committee, the Company may borrow funds from banks or other financial institutions. It is the intention of the Members to avoid guarantees of the Company' s debt by the Parent Companies..

ARTICLE V

DISTRIBUTIONS

5.1 Distributions . Except as otherwise provided in this Article V or Article XIII, all distributions shall be made to the Members in accordance with their Sharing Ratios. Distributions shall be in cash or property or partially in both, as determined by the Management Committee.

5.2 Restrictions on Distributions . No distribution shall be declared or made if, after giving it effect: (a) the Company would not be able to pay its debts as they become due in the usual course of business; or (b) the Company' s total assets would be less than the sum of its total liabilities (calculated without regard to Member Loans.

ARTICLE VI

ALLOCATIONS

Profits and Losses of the Company shall be allocated among the Members in accordance with their respective Sharing Ratios except as may be required by the Code, the Regulations or this Agreement.

ARTICLE VII

MEMBERS

7.1 Actions Requiring Member Approval . Notwithstanding any other provision of this Agreement, the following actions of the Company may be taken only upon the affirmative vote of both of the Members:

(a) amendment or restatement of the Certificate of Formation or this Agreement;

(b) the admission of a new member, except in strict compliance with the terms of this Agreement;

(c) reorganization, recapitalization, merger or consolidation involving the Company or the entering into of any joint venture involving the Company;


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(d) the sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company;

(e) the authorization of an increase in the total Authorized Capital of the Company;

(f) the dissolution or liquidation of the Company or the taking of any action that would make it impossible for the Company to continue in the ordinary course of business;

(g) the taking any act that would contravene the Certification of Formation, this Agreement or the Act; or

(h) the taking of any other action that this Agreement specifically requires to be unanimously agreed upon by the Members.

7.2 Member Meetings .

(a) Meetings . There shall be no required annual meeting of the Members. Any Member or the Chair of the Management Committee may call a special meeting of the Members by giving the notice specified in Section 7.2(e) below.

(b) Participation . Members may participate in a meeting of the Members by conference video or telephone or similar communications equipment.

(c) Written Consent . Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting upon the written consent of both Members.

(d) Notice . Written notice of each special meeting of the Members will be given to each Member at least five (5) business days before the meeting and will identify the items of business to be conducted at the meeting.

7.3 No Duty of Members; Limitation of Liability .

(a) Competition with Company and other Members . No Member has any duty by reason of its being a Member in the Company to refrain from competing with, or participating in transactions or other activities having an effect on, the Company or the other Member, except: (i) with respect to sales to existing customers of the Company of specific Products being sold by the Company to such customers, and (ii) to refrain from conduct constituting an unwaivable breach of the covenant of good faith and fair dealing implied by law.

(b) Limitations of Liability . In carrying out its duties under this Agreement, no Member shall be liable to the Company, or to the other Member for any actions taken in good faith and reasonably believed to be in the best interests of the Company, or for errors in judgment, but shall be liable for grossly negligent or reckless conduct, intentional misconduct, knowing violation of law, and acts or omissions that constitute an unwaivable breach of the covenant of good faith and fair dealing implied by law.


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7.4 Other Business Interests of Members . The Members may have other business interests and may engage in other activities in addition to those conducted by the Company. This Agreement does not create any agency relationship between the Members and/or the Company with respect to any other ventures or activities of a Member.

7.5 Representations and Warranties . Each Member represents and warrants to the other Member and the Company that (a) this Agreement constitutes the legal, valid and binding obligations of the Member, enforceable against the Member in accordance with its terms, (b) the Member has the absolute unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, (c) the Member and its Related Companies own or otherwise have acquired all rights in their Intellectual Property necessary to fulfill their obligations, and to grant the Company and the other Member the rights set forth in this Agreement.

7.6 Compensation of Members . Excepted as may be specifically agreed by both Members, or as otherwise provided in this Agreement, no Member shall receive any compensation for services rendered to the Company.

7.7 Wrongful Withdrawal . No Member may withdraw or resign from the Company without the written consent of the other Member. The voluntary or involuntary dissolution and liquidation of a Member shall be considered a withdrawal or resignation.

7.8 Deadlock . If any matter requiring the consent of the Members under Section 7.1 shall be presented by one Member to the other Member and not receive the necessary approval of the Members, then the Chair of the Management Committee, at the request of one or both Members in writing, shall promptly declare a deadlock (" Deadlock" ). The parties shall attempt to resolve the Deadlock in accordance with Section 7.9 below. If the parties are unable to resolve the Deadlock in accordance with Section 7.9 below, the matter shall be deemed not to have been approved by the Members.

7.9 Dispute Resolution Procedures Member Deadlock . In the event of any Deadlock, the subject matter of the Deadlock, shall be referred to the chief executive officer of the Parent Company of each Member. The chief executive officers will promptly meet, consult and negotiate in good faith to resolve the Deadlock. If they are unable to agree within twenty (20) business days of the date a Deadlock is declared, any Member shall be free to exercise the remedies available to it under Article XV.

7.10 Cooperation Between Members . Subject to the terms of this Agreement, it is the Members' intention to jointly cooperate in a spirit of friendship and unity to improve and expand the Company. This mutual cooperation relates to all aspects of the Company' s operations, including technology, research and development, sales, production, purchasing, finance and administration.

(a) Purchases from Members . The Company shall be a participant in the Members' worldwide purchasing groups and shall be entitled to receive the full benefit of any price reduction in machinery, tooling, raw materials or other products which may result from such joint/group purchasing efforts, and to receive the direct benefit from specially bargained volume discounts for computer hardware and software.


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7.11 Transfer of Member Employees to the Company .

(a) The Members may transfer one or more of their employees to the Company as may be necessary to the operations of the Company in accordance with guidelines established by the Management Committee.

(b) The Company shall be responsible for the normal costs of compensation, such as base salary, fringe benefits and bonuses, with respect to employees who are transferred to the Company pursuant to Section 7.12(a). The Company shall also be responsible for such additional expenses associated with such employees as may be approved by the Management Committee.

7.12 Compensation of Members for Design, Development and other Assistance .

(a) When either Member is required to provide design and/or development assistance with respect to products to be manufactured by the Company, such Member shall be compensated for such assistance and related expenses through a royalty or other arrangement as may be agreed between such Member and the Company.

(b) When either Member is required to provide substantial assistance on matters other than those specifically described in Section 7.12(a), such Member may be compensated for such assistance and related expenses through such arrangement as may be agreed between such Member and the Company.

ARTICLE VIII

MANAGEMENT

8.1 Management Committee .

(a) Managers . The business and affairs of the Company will be managed exclusively by or under the direction of a management committee (" Management Committee" ) consisting of six (6) individuals (each a " Manager" and collectively, " Managers" ) appointed by the Members as follows: (i) three (3) Managers will be appointed by NOA; and (ii) three (3) Managers will be appointed by CSA-NHC. Except for the right to appoint a delegate in Section 8.2(f) below and for the delegation of authority to Officers provided in Section 8.8 below, no Manager may delegate his or her rights and powers to manage and control the business and affairs of the Company. No Member may remove or replace a Manager appointed by the other Member. By written notice to the other Member and Managers, a Member may in its sole discretion remove and replace with or without cause one or more of its appointed Managers with other individuals. A Manager may be an officer or employee of a Member or of a Related Company of a Member. Each Manager will serve on the Management Committee until his or her successor is appointed or until his or her earlier death, resignation or removal by the Member that appoints such Manager.


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(b) Compensation . Each Member will pay the compensation and expenses of the Managers it appoints, unless otherwise specifically agreed by both Members or as otherwise provided in this Agreement.

(c) Signing on Behalf of the Company . The signature of the Chair of the Management Committee, the President or any Manager or other individual to whom the Management Committee has delegated appropriate authority is sufficient to constitute execution of a document on behalf of the Company. A copy or extract of this Agreement may be shown to the relevant parties in order to confirm such authority.

(d) No Authority of Members to Act on Behalf of the Company . Except as otherwise specifically provided in this Agreement, no Member will act for, deal on behalf of, or bind the Company in any way other than through its representatives (acting as such) on the Management Committee.

8.2 Management Committee Meetings .

(a) Meetings . The Management Committee will hold regular meetings at the times and places as it determines. Any Manager or the Chair may call a special meeting of the Management Committee by giving the notice specified in Section 8.2(g) below. The Chair will preside at all meetings of the Management Committee.

(b) Participation . Managers may participate in a meeting of the Management Committee by conference video or telephone or similar communications equipment.

(c) Written Consent . Any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting upon the written consent of the number of Managers otherwise required to approve such matter at a Management Committee meeting at which all Managers were present.

(d) Delegation . Each Manager has the right to appoint, by written notice to the other Managers, any individual as his or her delegate. That delegate may attend meetings of the Management Committee on his or her behalf and exercise all of the Manager' s authority for all purposes until the appointment is revoked.

(e) Notice . Written notice of each special meeting of the Management Committee will be given to each Manager at least five (5) business days before the meeting and will identify the items of business to be conducted at the meeting.

8.3 Voting of Managers; Quorum .

(a) Generally . Each Manager will have one (1) vote. All actions by the Management Committee will require the approval of at least four (4) of the Managers present at a meeting at which a quorum exists.

(b) Quorum . Four (4) Managers will constitute a quorum for the transaction of business, unless (A) a duly called meeting is adjourned because (1) none of the Managers appointed by a Member attends that meeting and (2) none of the Managers appointed by that


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Member attends a meeting duly called as to the same items of business of the adjourned meeting within thirty (30) days after the adjournment of that first meeting and (B) notice of both meetings complied with Section 8.2(f). In that event, three (3) Managers will constitute a quorum for the transaction of business at such adjour ...