SUBSCRIPTION AGREEMENT

EX-10.9

Subscription Agreement



                                                                   EXHIBIT 10.09

                                                                  EXECUTION COPY

                             SUBSCRIPTION AGREEMENT

          SUBSCRIPTION AGREEMENT, dated as of December 23, 2004 (this
"Agreement"), among 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") and
Cypress Side-By-Side LLC, a Delaware limited liability company ("Side-by-Side"
and, together with Cypress Onshore, Cypress Offshore and 55th Street, "Cypress")
and CSA Acquisition Corp., a Delaware corporation (the "Company").

          WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as
of September 16, 2004, as 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 (together with Cooper, the "Sellers") and the
Company, the Company will purchase equity interests held by the Sellers in the
Sold Companies (the "Transaction"); and

          WHEREAS, on the terms and subject to the conditions set forth below,
Cypress desires to subscribe for and acquire from the Company, and the Company
desires to issue and sell to Cypress, the number of shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company set forth herein.

          NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the adequacy of which are hereby acknowledged, the parties
hereto agree as follows:

          1. Definitions. Capitalized terms used and not defined herein shall
have the meaning assigned to such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the meanings set forth below:

          "55th Street" has the meaning assigned to such term in the preamble
     hereto.

          "Affiliate" of any Person means any other Person directly or
     indirectly controlling, controlled by or under common control with such
     Person. The term "control" means, with respect to any Person, the power to
     direct or cause the direction of the management or policies of such Person,
     directly or indirectly, whether through the ownership of voting securities,
     by contract or otherwise; and the terms "controlling" and "controlled" have
     meanings correlative to the foregoing.

          "Agreement" has the meaning set forth in the preamble hereto.

          "Business Day" means any day other than a Saturday, Sunday or day on
     which commercial banks in New York, New York are authorized or required by
     law to remain closed.

          "Closing" has the meaning set forth in Section 3 below.



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          "Closing Date" has the meaning set forth in Section 3 below.

          "Common Stock" has the meaning set forth in the preamble hereto.

          "Company" has the meaning set forth in the preamble hereto.

          "Cooper" has the meaning assigned to such term in the preamble hereto.

          "Cypress" has the meaning assigned to such term in the preamble
     hereto.

          "Cypress Offshore" has the meaning assigned to such term in the
     preamble hereto.

          "Cypress Onshore" has the meaning assigned to such term in the
     preamble hereto.

          "Governmental Body" means any government or governmental or regulatory
     body thereof, or political subdivision thereof, of any country or
     subdivision thereof, whether international, supranational, national,
     federal, state or local, or any agency or instrumentality thereof, or any
     court or regulatory (including a stock exchange or other self-regulatory
     body) authority or agency.

          "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
     1976, as amended, and the rules and regulations promulgated thereunder.

          "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.

          "Purchase Agreement" has the meaning set forth in the preamble hereto.

          "Purchase Price" has the meaning set forth in Section 2 below.

          "Registration Rights Agreement" means the Registration Rights
     Agreement, substantially in the form of Exhibit B hereto.

          "Securities Act" means the Securities Act of 1933, as amended, and the
     rules and regulations promulgated thereunder.

          "Sellers" has the meaning assigned to such term in the preamble
     hereto.

          "Side-by-Side" has the meaning assigned to such term in the preamble
     hereto.

          "Stockholders Agreement" means the Stockholders Agreement
     substantially in the form of Exhibit A hereto.

          "Transaction" has the meaning set forth in the preamble hereto.



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          2. Subscription for and Purchase of the Common Stock. Pursuant to the
terms and subject to the conditions set forth in this Agreement, Cypress hereby
subscribes for and agrees to purchase, and the Company hereby agrees to issue
and sell to Cypress, on the Closing Date 1,590,000 shares of Common Stock (the
"Shares") having an aggregate purchase price equal to $159,000,000 (the
"Purchase Price"). For purposes of this Agreement, the price per share of Common
Stock shall be $100, subject to adjustments in respect thereof for any stock
dividends, combinations, splits or the like subsequent to the date hereof and
prior to the Closing. Of the total number of Shares to be so acquired by
Cypress, the portion of the Shares of Common Stock to be acquired by each of
Cypress Onshore, Cypress Offshore, 55th Street and Side-by-Side shall be
1,508,152.1964 shares by Cypress Onshore, 64,113.9393 shares by Cypress
Offshore, 14,553.8642 shares by 55th Street and 3,180 shares by Side-by-Side.

          3. The Closing. The closing (the "Closing") of the issuance and sale
of the Shares shall take place on the day (the "Closing Date ") of, and
simultaneously with, the consummation of the Transaction pursuant to the
Purchase Agreement. The Closing shall occur at the offices of Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, or at such other
place as the parties may mutually agree. At the Closing, the following shall
occur:

          (a) Cypress shall deliver to the Company the Purchase Price payable by
     delivery to the Company of such amount by a single wire transfer of
     immediately available funds as consideration for all of the Shares to be
     issued hereunder; and

          (b) the Company shall duly issue the Shares to be received by Cypress
     and shall deliver to Cypress stock certificates representing the Shares
     purchased by Cypress consistent with the apportionment described in Section
     2.

          4. Stockholders Agreement and Registration Rights Agreement. On the
date of consummation of the Transaction pursuant to the Purchase Agreement,
Cypress and the Company shall execute and deliver the Stockholders Agreement and
the related Registration Rights Agreement.

          5. Representations and Warranties of the Company. The Company
represents and warrants to Cypress as follows:

          (a) (i) the Company is a corporation duly incorporated, validly
     existing and in good standing under the laws of the State of Delaware and
     has full corporate power and authority to execute and deliver this
     Agreement and to perform its obligations hereunder, and (ii) this Agreement
     has been duly authorized, executed and delivered by the Company and is
     valid, binding and enforceable against the Company in accordance with its
     terms;

          (b) the Shares to be issued to Cypress pursuant to this Agreement,
     when issued and delivered in accordance with the terms hereof, will be duly
     and validly issued and, upon receipt by the Company of the Purchase Price
     therefor, will be fully paid and nonassessable with no personal liability
     attached to the ownership thereof and will not be



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     subject to any preemptive rights and restrictions on transfer other than
     under applicable securities laws, the terms of this Agreement and the
     Stockholders Agreement;

          (c) the execution, delivery and performance by the Company of this
     Agreement will not (i) conflict with the certificate of incorporation or
     by-laws of the Company, (ii) result in any material breach of any terms or
     provisions of, or constitute a material default under, any material
     contract, agreement or instrument to which the Company is a party or by
     which the Company is bound, (ii) violate any United States federal or state
     law, rule or regulation applicable to the Company or (iv) require any
     consent, waiver, approval, order, permit or authorization of, or
     declaration or filing with, or notification or report to, any Governmental
     Body;

          (d) immediately after giving effect to the transactions pursuant to
     the Purchase Agreement, including equity issued in connection therewith on
     the date of the closing thereunder, the capitalization of the Company shall
     be substantially as set forth on Exhibit C hereto; and

          (e) the transactions contemplated by this Agreement do not violate any
     "blue sky" or other securities law of any jurisdiction or require the
     Company to file a registration statement with the SEC or apply to qualify
     any securities under the "blue sky" or other securities law of any
     jurisdiction.

          6. Representations and Warranties of Cypress. Each of Cypress Onshore,
Cypress Offshore 55th Street, and Side-by-Side represents and warrants to the
Company as follows:

          (a) (i) each of Cypress Onshore, Cypress Offshore and 55th Street is a
     limited partnership duly formed, validly existing and in good standing
     under the laws of the jurisdiction of its formation and has full
     partnership power and authority to execute and deliver this Agreement and
     to perform its obligations hereunder, (ii) Side-by-Side is a limited
     liability company duly incorporated, validly existing and in good standing
     under the laws of the State of Delaware and has full corporate power and
     authority to execute and deliver this Agreement and to perform its
     obligations hereunder, and (iii) each of this Agreement has been duly
     authorized, executed and delivered by each of Cypress Onshore, Cypress
     Offshore, 55th Street and Side-by-Side and is valid, binding and
     enforceable against each of Cypress Onshore, Cypress Offshore, 55th Street
     and Side-by-Side in accordance with its terms;

          (b) the execution, delivery and performance by Cypress of this
     Agreement will not (i) conflict with the partnership agreement or
     certificate of formation of Cypress Onshore, Cypress Offshore or 55th
     Street, (ii) conflict with the certificate of incorporation or bylaws of
     Side-by-Side, (iii) result in any material breach of any terms or
     provisions of, or constitute a material default under, any material
     contract, agreement or instrument to which Cypress Onshore, Cypress
     Offshore, 55th Street or Side-by-Side is a party or by which Cypress
     Onshore, Cypress Offshore, 55th Street or Side-by-Side is bound or (iv)
     except for compliance with the applicable requirements of the HSR Act,
     require any



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     consent, waiver, approval, order, permit or authorization of, or
     declaration or filing with, or notification or report to, any Governmental
     Body;

          (c) Cypress is acquiring the Shares for investment and solely fo