EXECUTION COPY


 


[COOPER]


 


FIFTH AMENDMENT TO


AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT


 


THIS FIFTH AMENDMENT
TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of August 10, 2012, is entered
into among COOPER RECEIVABLES LLC (the “Seller”), COOPER TIRE & RUBBER COMPANY (the “Servicer”),
MARKET STREET FUNDING LLC (“Market Street”), as Related Committed Purchaser and as Conduit Purchaser and PNC
BANK, NATIONAL ASSOCIATION (“PNC”), as Administrator, as LC Participant, as LC Bank and as Purchaser Agent.


 


RECITALS


 


1.          The
parties hereto are parties to the Amended and Restated Receivables Purchase Agreement, dated as of September 14, 2007 (as amended,
restated, supplemented or otherwise modified through the date hereof, the “Agreement”); and


 


2.          The
parties hereto desire to amend the Agreement as hereinafter set forth.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


SECTION
1.          Certain Defined Terms. Capitalized terms that
are used but not defined herein shall have the meanings set forth in the Agreement.


 


SECTION
2.          Amendment to the Agreement. The definition of
“Facility Termination Date” set forth in Exhibit I to the Agreement is amended by replacing each reference
to the date “June 2, 2014” where it appears therein with “June 30, 2015”.


 


SECTION
3.          Representations and Warranties. Each
of the Seller and the Servicer hereby represents and warrants to the Administrator, each Purchaser and the Purchaser Agent as follows:


 


(a)          Representations
and Warranties. The representations and warranties made by it in the Transaction Documents are true and correct as of the date
hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct
as of such earlier date).


 


(b)          Enforceability.
The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment
and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary
organizational action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally
binding obligations, enforceable in accordance with its terms.


 



    	 



    	 



    

 


(c)          No
Termination Event. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby,
no Termination Event or Unmatured Termination Event exists or shall exist.


 


SECTION
4.          Effect of Amendment. All provisions of the Agreement,
as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective,
all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein”
or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment.
This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement
other than as set forth herein.


 


SECTION
5.          Effectiveness. This Amendment shall become effective
as of the date hereof upon receipt by the Administrator of each of the following, each in form and substance satisfactory to the
Administrator:


 


(a)          duly
executed counterparts of this Amendment;


 


(b)          duly
executed counterparts of that certain Structuring Fee Letter, dated as of the date hereof, by and among the Administrator, PNC
Capital Markets, LLC, Market Street Funding LLC, the Seller and the Servicer;


 


(c)          confirmation
that the “Structuring Fee” payable pursuant to the above-described Structuring Fee Letter has been paid in full in
accordance with the terms of such Structuring Fee Letter;


 


(d)          certificates
of the Secretary or Assistant Secretary of the Seller and the Servicer certifying as to: (i) its articles of incorporation, limited
liability company agreement, operating agreement or similar organizational documents, as applicable; (ii) its bylaws, if any; (iii)
the resolutions or unanimous written consents of its Board of Directors authorizing its execution, delivery and performance of
this Amendment and the other Transaction Documents to which it is a party (as amended hereby); and (iv) the names and true signatures
of its officers who are authorized to sign this Amendment and the other Transaction Documents to which it is a party; and


 


(e)          good
standing certificates with respect to the Seller and the Servicer issued by the Secretary of State (or similar official) of its
state of organization or incorporation.


 


SECTION
6.          Counterparts. This Amendment may be executed
in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery by facsimile
or email of an executed signature page of this Amendment shall be effective as delivery of an originally executed counterpart hereof.


 


SECTION
7.          Governing Law. This Amendment shall be governed
by, and construed in accordance with, the internal laws of the State of New York.


 



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SECTION
8.          Section Headings. The various headings of this
Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement
or any provision hereof or thereof.


 


[Signatures
begin on next page]


 



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IN WITNESS WHEREOF,
the parties have executed this Amendment as of the date first written above.


 


	 	COOPER RECEIVABLES LLC, as Seller
	 	 
	 	By:	/s/ Stephen O. Schroeder
	 	Name:	Stephen O. Schroeder
	 	Title:	President and Treasurer
	 	 	 
	 	By:	/s/ Jerry A. Long
	 	Name:	Jerry A. Long
	 	Title:	Assistant Treasurer
	 	 	 
	 	COOPER TIRE & RUBBER COMPANY, as Servicer
	 	 
	 	By:	/s/ Bradley E. Hughes
	 	Name:	Bradley E. Hughes
	 	Title:	Vice President and Chief Financial Officer
	 	 	 
	 	By:	/s/ Stephen O. Schroeder
	 	Name:	Stephen O. Schroeder
	 	Title:	Vice President and Treasurer


 



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	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Administrator
	 	 	 	 
	 	By:	/s/ William Falcon
	 	 	Name:	William Falcon
	 	 	Title:	Vice President
	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Purchaser Agent
	 	 	 	 
	 	By:	/s/ Mark S Falcione
	 	 	Name:	Mark S Falcione
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as the LC Bank and as an LC Participant
	 	 	 	 
	 	By:	/s/ Mark S Falcione
	 	 	Name:	Mark S Falcione
	 	 	Title:	Senior Vice President


 



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	 	MARKET STREET FUNDING LLC,
	 	as a Related Committed Purchaser and as Conduit Purchaser
	 	 	 	 
	 	By:	/s/ Karla L. Boyd
	 	 	Name:	Karla L. Boyd
	 	 	Title:	Vice President


 



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