EX-10.1



 





Exhibit 10.1


EXECUTION COPY




[COOPER]




SECOND AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT




     THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March
9, 2007, is entered into among COOPER RECEIVABLES LLC (the “Seller”), COOPER TIRE & RUBBER COMPANY
(the “Servicer”), MARKET STREET FUNDING LLC, as Related Committed Purchaser and as Conduit
Purchaser and PNC BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”) and as
Purchaser Agent for the Market Street Purchaser Group.



RECITALS




     1. The parties hereto are parties to the Receivables Purchase Agreement, dated as of August
30, 2006 (as amended, amended and 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 “Specifically Reserved
Dilution Amount” set forth in Exhibit I to the Agreement is hereby amended and restated in
its entirety as follows:




     “Specifically Reserved Dilution Amount” means, at any time of
determination, the sum of (i) the “Cooper Tire Volume Rebate Liability”, which shall
equal the amount recorded on the books and records of Cooper Tire as the aggregate
accrued liability for future volume rebate payments of all Originators at such time
and (ii) the “Cooper Tire Marketing and Merchandising Reserve”, which shall equal the
amount recorded on the books and records of Cooper Tire as the aggregate accrued
liability for marketing and merchandising customer incentive payments for all
Originators at such time.



     SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby
represents and warrants to the Administrator, the 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 Default. 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 counterparts of this Amendment (whether by facsimile or
otherwise) executed by each of the other parties hereto.



     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.



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



     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/ Charles F. Nagy
 

	 	   
	 	 	Name:  Charles F. Nagy	 	 
	 	 	Title:   Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen O. Schroeder
 

	 	   
	 	 	Name:  Stephen O. Schroeder	 	 
	 	 	Title:   President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	COOPER TIRE & RUBBER COMPANY, as Servicer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip G. Weaver
 

	 	   
	 	 	Name:  Philip G. Weaver	 	 
	 	 	Title:    Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen O. Schroeder
 

	 	   
	 	 	Name:  Stephen O. Schroeder	 	 
	 	 	Title:   Vice President and Treasurer	 	 





(STAMP)      


Second Amendment to RPA (Cooper)




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	 	 	Consented and Agreed;	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon
 

	 	  
	 

	 	 	 	Name: William P. Falcon	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Purchaser Agent for the Market Street Purchaser Group	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William P. Falcon
 

	 	  
	 

	 	 	 	Name: William P. Falcon	 	 
	 

	 	 	 	Title:   Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	MARKET STREET FUNDING LLC,	 	 
	 	 	as a Related Committed Purchaser and as Conduit	 	 
	 	 	Purchaser	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Doris J. Hearn
 

Name: Doris J. Hearn
	 	  
	 

	 	 	 	Title:    Vice President	 	 






Second Amendment to RPA (Cooper)





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