REGISTRATION RIGHTS AGREEMENT

EX-10.8

Registration Rights Agreement



                                                                    EXHIBIT 10.8

                          REGISTRATION RIGHTS AGREEMENT

                                  BY AND AMONG

                              CSA ACQUISITION CORP.

                                       AND

                          THE STOCKHOLDERS NAMED HEREIN

                          DATED AS OF DECEMBER 23, 2004



                          REGISTRATION RIGHTS AGREEMENT

          REGISTRATION RIGHTS AGREEMENT, dated as of December 23, 2004 (the
"Agreement"), by and among CSA Acquisition Corp., a Delaware corporation (the
"Company") and 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.
("Goldman Direct" and, together with Goldman Onshore, Goldman Offshore, Goldman
KG and Goldman Employee, "Goldman"; Goldman and Cypress are referred to herein
as the "Sponsor Stockholders"), the Management Stockholders (as defined in the
Stockholders Agreement) and the Director Stockholders (as defined in the
Stockholders Agreement) (the Sponsor Stockholders, Management Stockholders and
Director Stockholders, collectively, the "Stockholders").

                                    RECITALS

          WHEREAS, the Company has entered into that certain Stock Purchase
Agreement, dated as of September 16, 2004 and amended as of December 3, 2004
(the "Purchase Agreement"), by and among Cooper Tire & Rubber Company, a
Delaware corporation ("Cooper"), Cooper Tyre & Rubber Company UK Limited, a
company organized under the laws of England and Wales ("Cooper UK", and,
together with Cooper, the "Sellers") and the Company, pursuant to which the
Company will purchase equity interests held by the Sellers in the Sold Companies
(as defined in the Purchase Agreement);

          WHEREAS, the Company and each Stockholder have entered into a
Subscription Agreement and a Stockholders Agreement pursuant to which the
Company will issue and sell, and the Stockholders will purchase, shares of
Common Stock (as defined below);

          WHEREAS, the Company desires to provide to the Stockholders and to
each other Holder (as defined below) rights to registration under the Securities
Act (as defined below) of Registrable Securities (as defined below), on the
terms and subject to the conditions set forth herein.

          NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual promises hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1. Defined Terms. As used in this Agreement, the following
capitalized terms shall have the following respective meanings:



          "Common Stock" means the common stock, par value $0.01 per share, of
     the Company and any securities issued in respect thereof, or in
     substitution therefor, in connection with any stock split, dividend or
     combination, or any reclassification, recapitalization, merger,
     consolidation, exchange or other similar reorganization.

          "Demand Party" means one or more Sponsor Holders; provided that to be
     a Demand Party such Holder or Holders must either individually or in the
     aggregate own at least five percent (5%) of the total number of Registrable
     Securities.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
     or any similar federal statute then in effect, and a reference to a
     particular section thereof shall be deemed to include a reference to the
     comparable section, if any, of any such similar federal statute.

          "Holder" means each of the Stockholders and any Permitted Transferee
     of such Stockholder who or which holds Registrable Securities (including
     Sponsor Holders), provided, in the case of a Permitted Transferee, that
     such Permitted Transferee agrees in writing to be bound by the provisions
     of this Agreement.

          "IPO" means the initial public offering of Common Stock pursuant to an
     effective registration statement under the Securities Act.

          "IPO Date" means the first date of the issuance of Common Stock in an
     IPO.

          "Permitted Transferee" as to any Stockholder, has the meaning given to
     such term in the Stockholders Agreement.

          "Person" means any individual, corporation, limited liability company,
     limited or general partnership, joint venture, association, joint-stock
     company, trust, unincorporated organization, government or any agency or
     political subdivisions thereof or any group comprised of two or more of the
     foregoing.

          "Qualified Sale Date" means the date upon which Cypress and Goldman
     have sold to the public pursuant to one or more effective registration
     statements under the Securities Act (or pursuant to Rule 144 (or any
     successor provision) under the Securities Act) at least 25% of the
     outstanding shares of Common Stock (the number of shares representing such
     percentage to be adjusted following the date hereof to reflect any stock
     dividend or stock split or other distribution, recapitalization,
     reclassification or similar event following the date hereof) held by the
     Sponsor Stockholders in the aggregate on the date hereof.

          "Registrable Securities" means any Common Stock held at any time by
     the Stockholders (including shares of Common Stock issued upon exercise of
     options or issued to Management Stockholders and Director Stockholders
     pursuant to the Original Subscription Agreements (as defined in the
     Stockholders Agreement) following the date hereof), and any Common Stock
     which may be issued or distributed in respect thereof by way of stock
     dividend or stock split or other distribution, recapitalization,
     reclassification or similar event following the date hereof. Any particular
     Registrable Securities that are


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     issued shall cease to be Registrable Securities when (i) a registration
     statement with respect to the sale by the Holder of such securities shall
     have become effective under the Securities Act and such securities shall
     have been disposed of in accordance with such registration statement, (ii)
     such securities shall have been transferred to the public pursuant to Rule
     144 (or any successor provision) under the Securities Act, or (iii) such
     securities shall have ceased to be outstanding.

          "Registration Expenses" means any and all expenses incident to
     performance of or compliance with this Agreement, including, without
     limitation, (i) all SEC and stock exchange or National Association of
     Securities Dealers, Inc. (the "NASD") registration and filing fees
     (including, if applicable, the fees and expenses of any "qualified
     independent underwriter," as such term is defined in NASD conduct rule
     2720, and of its counsel), (ii) all fees and expenses of complying with
     securities or blue sky laws (including fees and disbursements of counsel
     for the underwriters in connection with blue sky qualifications of the
     Registrable Securities), (iii) all printing, messenger and delivery
     expenses, (iv) all fees and expenses incurred in connection with the
     listing of the Registrable Securities on any securities exchange pursuant
     to clause (viii) of Section 4.1(a) and all rating agency fees, (v) the fees
     and disbursements of counsel for the Company and of its independent public
     accountants, including the expenses of any special audits and/or "cold
     comfort" letters required by or incident to such performance and
     compliance, (vi) the reasonable fees and disbursements of counsel selected
     pursuant to Section 7.1 hereof by the Holders of the Registrable Securities
     being registered to represent such Holders in connection with each such
     registration, (vii) any fees and disbursements of underwriters customarily
     paid by the issuers or sellers of securities, including liability insurance
     if the Company so desires or if the underwriters so require, and the
     reasonable fees and expenses of any special experts retained in connection
     with the requested registration, but excluding underwriting discounts and
     commissions and transfer taxes, if any, and (viii) other reasonable
     out-of-pocket expenses of Holders (provided that such expenses shall not
     include expenses of counsel other than those provided for in clause (vi)
     above).

          "Securities Act" means the Securities Act of 1933, as amended, or any
     similar federal statute then in effect, and a reference to a particular
     section thereof shall be deemed to include a reference to the comparable
     section, if any, of any such similar federal statute.

          "SEC" means the Securities and Exchange Commission or any other
     federal agency at the time administering the Securities Act or the Exchange
     Act.

          "Sponsor Holder" means each of the Sponsor Stockholders and any other
     Permitted Transferee of such Sponsor Stockholder) who or which holds
     Registrable Securities and is a direct or indirect transferee of a Sponsor
     Stockholder, provided such Permitted Transferee agrees in writing to be
     bound by the provisions of this Agreement.

          "Stockholders Agreement" means the Stockholders Agreement, dated as of
     the date hereof, by and among the Company, Cypress, Goldman, the Management


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     Stockholders and the Director Stockholders, as it may be amended,
     supplemented or restated from time to time.

                                   ARTICLE II

                            INCIDENTAL REGISTRATIONS

          Section 2.1. Right to Include Registrable Securities. (a) If the
Company at any time after the IPO Date (or in the case of a Management
Stockholder, the Qualified Sale Date) proposes to register its Common Stock
under the Securities Act (other than a registration filed by the Company in
connection with the IPO or a registration statement on Form S-4 or S-8, or any
successor or other forms promulgated for similar purposes), whether or not for
sale for its own account, in a manner which would permit registration of
Registrable Securities for sale to the public under the Securities Act, it will,
at each such time, give prompt written notice to all eligible Holders of
Registrable Securities of its intention to do so and of such Holders' rights
under this Article II. Upon the written request of any such Holder made within
fifteen (15) days after the receipt of any such notice (which request shall
specify the Registrable Securities intended to be disposed of by such Holder),
the Company will use its reasonable best efforts to effect the registration
under the Securities Act of all Registrable Securities which the Company has
been so requested to register by the Holders thereof, to the extent requisite to
permit the disposition of the Registrable Securities so to be registered;
provided that (a) if, at any time after giving written notice of its intention
to register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to proceed with the proposed registration of the
securities to be sold by it, the Company may, at its election, give written
notice of such determination to each Holder of Registrable Securities and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay the Registration Expenses in connection therewith), and (b) if such
registration involves an underwritten offering, all Holders of Registrable
Securities requesting to be included in the Company's registration must sell
their Registrable Securities to the underwriters selected by the Company on the
same terms and conditions as apply to the Company, with such differences,
including any with respect to indemnification and liability insurance, as may be
customary or appropriate in combined primary and secondary offerings. If a
registration requested pursuant to this Section 2.1 involves an underwritten
public offering, any Holder of Registrable Securities requesting to be included
in such registration may elect, in writing prior to the effective date of the
registration statement filed in connection with such registration, not to
register such securities in connection with such registration.

          (b) For the avoidance of doubt, no Management Stockholder or Director
Stockholder (or Permitted Transferee thereof) will have the right to require the
Company to effect the registration under the Securities Act of Registrable
Securities of such Management Stockholder or Director Stockholder (or Permitted
Transferee thereof) pursuant to this Section 2.1 prior to the Qualified Sale
Date.

          Section 2.2. Expenses. The Company will pay all Registration Expenses
in connection with each registration of Registrable Securities pursuant to this
Article II.


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          Section 2.3. Priority in Incidental Registrations. If a registration
pursuant to this Article II involves an underwritten offering and the managing
underwriter advises the Company in writing that, in its opinion, the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering, so as to be likely to have an adverse effect
on the price, timing or distribution of the securities offered in such offering
as contemplated by the Company (other than the Registrable Securities), then the
Company will include in such registration (i) first, 100% of the securities the
Company proposes to sell, (ii) second, to the extent of the number of
Registrable Securities requested to be included in such registration pursuant to
Article III which, in the opinion of such managing underwriter, can be sold
without having the adverse effect referred to above, the number of Registrable
Securities which the Holders have requested to be included in such registration,
such amount to be allocated pro rata among all requesting Holders pursuant to
Article III on the basis of the relative number of shares of Registrable
Securities then held by each such Holder (provided that any shares thereby
allocated to any such Holder that exceed such Holder's request will be
reallocated among the remaining requesting Holders in like manner) and (iii)
third, to the extent of the number of Registrable Securities requested to be
included in such registration pursuant to this Article II which, in the opinion
of such managing underwriter, can be sold without having the adverse effect
referred to above, the number of Registrable Securities which the Holders have
requested to be included in such registration, such amount to be allocated pro
rata among all requesting Holders on the basis of the relative number of shares
of Registrable Securities then held by each such Holder (provided that any
shares thereby allocated to any such Holder that exceed such Holder's request
will be reallocated among the remaining requesting Holders in like manner). The
priority of registration of any shares being registered by the Company pursuant
to the exercise of (a) "demand registration rights" granted following the date
of this Agreement to holders of shares of Common Stock other than the Sponsor
Stockholders or the Management Stockholders and Director Stockholders relative
to other shares being registered pursuant to this Article II shall be on the
basis provided in clause (ii) above and (b) "piggyback registration rights"
granted following the date of this Agreement to holders of shares of Common
Stock other than the Sponsor Stockholders or the Management Stockholders and
Director Stockholders relative to other shares being registered pursuant to this
Article II shall be pro rata with such shares on the basis provided in clause
(iii) above.

                                  ARTICLE III

                             REGISTRATION ON REQUEST

          Section 3.1. Request by the Demand Party. (a) At any time, after the
IPO Date, upon the written request of the Demand Party requesting that the
Company effect the registration under the Securities Act of all or part of such
Demand Party's Registrable Securities and specifying the amount and intended
method of disposition thereof, the Company will promptly give written notice of
such requested registration to all other Holders of Registrable Securities, and
thereupon will, as expeditiously as possible, use its reasonable best efforts to
effect the registration under the Securities Act of:

               (i) such Registrable Securities which the Company has been so
          requested to register by the Demand Party; and


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               (ii) all other Registrable Securities of the same class or series
          as to which the Company has been requested by a Demand Party and which
          the Company has been requested to register by any other Holder thereof
          by written request given to the Company within fifteen (15) days after
          the giving of such written notice by the Company (which notice shall
          specify the amount and intended method of disposition of such
          Registrable Securities),

all to the extent necessary to permit the disposition (in accordance with the
intended method thereof as aforesaid) of the Registrable Securities so to be
registered in accordance with the timing specified in Section 4.1(a)(i).
Notwithstanding the foregoing, the Company shall not be obligated to file a
registration statement relating to any registration request under this Section
3.1 within a period of 180 days after the IPO Date or ninety (90) days after the
effective date of any other registration statement relating to any registration
request under this Section 3.1 or relating to any registration effected under
Article II unless Holders of a majority of the shares of Registrable Securities
held by Sponsor Holders consent thereto in writing. In the case of a Sponsor
Holder requesting registration pursuant to clause (ii) above, such Sponsor
Holder shall have the option to specify whether the Registrable Securities such
Sponsor Holder wishes to include in such registration are to be included
pursuant to this Article III or pursuant to Article II. In the absence of such a
specification, the Registrable Securities requested to be included will be
included on the basis set forth in Article II.

          (b) For the avoidance of doubt, no Management Stockholders or Director
Stockholders (or Permitted Transferee thereof) will have the right to require
the Company to effect the registration under the Securities Act of Registrable
Securities of such Management Stockholder or Director Stockholders (or Permitted
Transferee thereof) pursuant to this Section 3.1 (it being understood that such
rights may be exercised pursuant to Article II and only after the Qualified Sale
Date).

          Section 3.2. Registration Statement Form. If any registration
requested pursuant to this Article III which is proposed by the Company to be
effected by the filing of a registration statement on Form S-3 (or any successor
or similar short-form registration statement) shall be in connection with an
underwritten public offering, and if the managing underwriter shall advise the
Company in writing that, in its opinion, the use of another form of registration
statement is of material importance to the success of such proposed offering,
then such registration shall be effected on such other form.

          Section 3.3. Expenses. The Company will pay all Registration Expenses
in connection with registrations of each class or series of Registrable
Securities pursuant to this Article III.

          Section 3.4. Effective Registration Statement. A registration
requested pursuant to this Article III will not be deemed to have been effected
unless it has become effective and remains effective for the period provided in
Section 4.1(a)(ii); provided that if, within 180 days after it has become
effective, the offering of Registrable Securities pursuant to such registration
is interfered with by any stop order, injunction or other order or requirement
of the SEC or other governmental agency or court, such registration will be
deemed not to have been effected.


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          Section 3.5. Selection of Underwriters. If a requested registration
pursuant to this Article III involves an underwritten offering, the Holders of a
majority of the shares of Registrable Securities which are held by Holders and
which the Company has been requested to register pursuant to Article III shall
have the right to select the investment banker or bankers and managers to
administer the offering; provided, however, that such investment banker or
bankers and managers shall be reasonably satisfactory to the Company.

          Section 3.6. Priority in Requested Registrations. (a) If a requested
registration pursuant to this Article III involves an underwritten offering and
the managing underwriter advises the Company in writing that, in its opinion,
the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities or
which are Registrable Securities proposed to be sold pursuant to Article II)
exceeds the number which can be sold in such offering, the Company will first
include in such registration only the Registrable Securities of the Holders
requested to be included in such registration pursuant to this Article III. In
the event that the number of Registrable Securities of the Holders requested to
be included in such registration pursuant to this Article III exceeds the number
which, in the opinion of such managing underwriter, can be sold, the number of
such Registrable Securities to be included in such registration shall be
allocated pro rata among all such requesting Holders pursuant to this Article
III on the basis of the relative number of shares of Registrable Securities then
held by each such Holder (provided that any shares thereby allocated to any such
Holder that exceed such Holder's request shall be reallocated among the
remaining requesting Holders in like manner).

          (b) In the event that the number of Registrable Securities requested
to be included in such registration is less than the number which, in the
opinion of the managing underwriter, can be sold, the Company may include in
such registration the securities the Company proposes to sell up, for its own
account or for the account of others (including pursuant to Article II) to the
number of securities that, in the opinion of the underwriter, can be sold.

          Section 3.7. Limitation on Registration on Request. Notwithstanding
anything in this Article III to the contrary, the Company shall not be obligated
to take any action to effect any registration pursuant to this Article III if
the Company has previously effected a number of registrations upon the request
of a Sponsor Stockholder pursuant to this Article III equaling or exceeding, in
accordance with Section 3.4 above, (a) five (5) registrations in the aggregate,
in the case of Cypress and its Permitted Transferees and (b) five (5)
registrations in the aggregate, in the case of Goldman and its Permitted
Transferees. For purposes of the foregoing, a Sponsor Holder requesting
registration of Registrable Securities pursuant to Section 3.1(a)(ii) which
chooses to include such shares pursuant to this Article III shall be treated as
having made a request pursuant to this Article III.

          Section 3.8. Postponements in Requested Registrations. (a) If the
Company shall at any time furnish to the Holders a certificate signed by its
chairman of the board, chief executive officer, president or any other of its
authorized officers stating that the filing of a registration statement would
require the disclosure of material information the disclosure of which would, in
the good faith judgment of the Board of Directors of the Company, have a
material adverse effect on the business, operations or prospects of the Company,
the Company may postpone the filing (but not the preparation) of a registration
statement required


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by this Article III for up to forty-five (45) days and (b) if the Board of
Directors of the Company determines in its good faith judgment, that the
registration and offering otherwise required by this Article III would have an
adverse effect on a then contemplated public offering of the Company's Common
Stock, the Company may postpone the filing (but not the preparation) of a
registration statement required by this Article III, during the period starting
with the thirtieth (30th) day immediately preceding the date of the anticipated
filing of, and ending on a date ninety (90) days (or such shorter period as the
managing underwriter may permit) following the effective date of, the
registration statement relating to such other public offering; provided that the
Company shall at all times in good faith use its reasonable best efforts to
cause any registration statement required by this Article III to be filed as
soon as possible and; provided, further, that the Company shall not be permitted
to postpone registration pursuant to this Section 3.8 more than once in any
360-day period. The Company shall promptly give the Holders requesting
registration thereof pursuant to this Article III written notice of any
postponement made in accordance with the preceding sentence. If the Company
gives the Holders such a notice, the Holders shall have the right, within
fifteen (15) days after receipt thereof, to withdraw their request in which
case, such request will not be counted for purposes of Section 3.7.

                                   ARTICLE IV

                             REGISTRATION PROCEDURES

          Section 4.1. Procedures. (a) If and whenever the Company is required
to use its reasonable best efforts to effect or cause the registration of any
Registrable Securities under the Securities Act as provided in this Agreement,
the Company will, as expeditiously as possible:

               (i) prepare and, in any event within ninety (90) days after the
          end of the period within which a request for registration may be given
          to the Company pursuant to Article II or III, file with the SEC a
          registration statement with respect to such Registrable Securities and
          use its reasonable best efforts to cause such registration statement
          to become effective as promptly as practicable, provided, however,
          that the Company may discontinue any registration of its securities
          which is being effected pursuant to Article II at any time prior to
          the effective date of the registration statement relating thereto;

               (ii) prepare and file with the SEC such amendments and
          supplements to such registration statement and the prospectus used in
          connection therewith as may be necessary to keep such registration
          statement effective for a period not in excess of 180 days and to
          comply with the provisions of the Securities Act, the Exchange Act and
          the rules and regulations of the SEC thereunder with respect to the
          disposition of all securities covered by such registration statement
          during such period in accordance with the intended methods of
          disposition by the seller or sellers thereof set forth in such
          registration statement; provided that before filing a registration
          statement or prospectus, or any amendments or supplements thereto, the
          Company will furnish to counsel selected pursuant to Article VII
          hereof by the Holders of the Registrable Securities covered by such
          registration statement to


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          represent such Holders, copies of all documents proposed to be filed,
          which documents will be subject to the review of such counsel;

               (iii) furnish to each seller of such Registrable Securit