EX-10.2



 





EXHIBIT 10.2




PLEDGE AGREEMENT




          This PLEDGE AGREEMENT, dated as of November 9, 2007 (together with all amendments, if any,
from time to time hereto, this “Agreement”) by and among COOPER TIRE & RUBBER COMPANY, a
Delaware corporation (“Pledgor”) and BANK OF AMERICA, N.A. in its capacity as Agent for
Lenders (“Agent”).




WITNESSETH:




          WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by
and among the Pledgor, as a Borrower (the “Borrower”), the financial institutions signatory
thereto from time to time as Lenders and the Agent (including all annexes, exhibits and schedules
thereto, and as from time to time amended, restated, supplemented or otherwise modified, the
“Loan Agreement”), the Lenders have agreed to make the Revolver Loans and to incur LC
Obligations for the benefit of Borrower;




          WHEREAS, Pledgor will derive direct and indirect economic benefits from the credit facilities
made available to them under the Loan Agreement; and




          WHEREAS, Pledgor is the record and beneficial owners of the shares of Stock listed in Part A
of Schedule I hereto and the owners of the promissory notes and instruments listed in Part
B of Schedule I hereto; and




          WHEREAS, in order to induce Lenders to make the Loans and to incur the LC Obligations as
provided for in the Loan Agreement, Pledgor has agreed to pledge the Pledged Collateral to Agent in
accordance herewith;




          NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and
to induce Lenders to make Loans and to incur LC Obligations under the Loan Agreement, it is agreed
as follows:




     1. Definitions. Unless otherwise defined herein, terms defined in the Loan Agreement
are used herein as therein defined, and the following shall have (unless otherwise provided
elsewhere in this Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):



          “Bankruptcy Code” means title 11, United States Code, as amended from time to time,
and any successor statute thereto.




          “Issuer” means an issuer of Pledged Debt.




          “Pledged Collateral” has the meaning assigned to such term in Section 2
hereof.




          “Pledged Debt” means the Debt evidenced by promissory notes and instruments listed on
Part B of Schedule I hereto;




          “Pledged Entity” means Cooper Receivables, LLC.




 









 








          “Pledged Shares” means all of Pledgor’s membership interest in Cooper Receivables,
LLC.




          “Secured Obligations” has the meaning assigned to such term in Section 3
hereof.




          “Stock” means all limited liability company membership interests, whether voting or
nonvoting, including “equity security” (as such term is defined in Rule 3a11-1 of the General Rules
and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended).




     2. Pledge. Pledgor hereby pledges to Agent, and grants to Agent for itself and the
benefit of Lenders, a first priority security interest in all of the following owned by it
(collectively, the “Pledged Collateral”):




     (a) the Pledged Shares and all certificates representing the Pledged Shares, if any,
and all dividends, distributions, cash, instruments and other property or proceeds from time
to time received, receivable or otherwise distributed in respect of or in exchange for any
or all of the Pledged Shares;




     (b) such portion, as determined by Agent as provided in Section 6(d) below, of
any additional shares of Stock that Pledged Entity from time to time acquired by Pledgor in
any manner (which shares shall be deemed to be part of the Pledged Shares), and all
certificates representing such additional shares, and all dividends, distributions, cash,
instruments and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such Stock; and




     (c) the Pledged Debt and the promissory notes or instruments evidencing the Pledged
Debt, and all interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of the Pledged Debt.



     3. Security for Obligations. This Agreement secures, and the Pledged Collateral is
security for, the prompt payment in full when due, whether at stated maturity, by acceleration or
otherwise, and performance of all Obligations of any kind under or in connection with the Loan
Agreement and the other Loan Documents, and all obligations of Pledgor now or hereafter existing
under this Agreement including, without limitation, all fees, costs and expenses whether in
connection with collection actions hereunder or otherwise (collectively, the “Secured
Obligations”).



     4. Delivery of Pledged Collateral. All certificates, if any, and all promissory notes
or instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of
Agent, for itself and the benefit of the Lenders, pursuant hereto. All certificates, if any,
representing Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent. All promissory notes or
other instruments evidencing the Pledged Debt shall be indorsed by Pledgor.



     5. Representations and Warranties. Pledgor represents and warrants to Agent that:



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     (a) Pledgor is, and at the time of delivery of the Pledged Shares to Agent will be, the
sole holder of record and the sole beneficial owner of the Pledged Collateral pledged by
Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any
Lien created by this Agreement; Pledgor is and at the time of delivery of the Pledged Debt
to Agent will be, the sole owner of such Pledged Collateral free and clear of any Lien
thereon or affecting title thereto, except for any Lien created by this Agreement;




     (b) All of the Pledged Shares have been duly authorized, validly issued and are fully
paid and, to the extent applicable, non-assessable; the Pledged Debt has been duly
authorized, authenticated or issued and delivered by, and is the legal, valid and binding
obligations of the Issuer and the Issuer is not in default thereunder;




     (c) Pledgor has the right and requisite authority to pledge, assign, transfer, deliver,
deposit and set over the Pledged Collateral pledged by Pledgor to Agent as provided herein;




     (d) None of the Pledged Shares or Pledged Debt has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject;




     (e) All of the Pledged Shares pledged by Pledgor hereunder are presently owned by
Pledgor. As of the date hereof, (i) there are no existing options, warrants, calls or
commitments of any character whatsoever relating to the Pledged Shares and (ii) none of the
Pledges Shares are represented by certificates;




     (f) No consent, approval, authorization or other order or other action by, and no
notice to or filing with, any governmental authority or any other Person is required (i) for
the pledge by Pledgor of the Pledged Collateral pledged by it pursuant to this Agreement or
for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the
exercise by Agent of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be
required in connection with such disposition by laws affecting the offering and sale of
securities generally;




     (g) The pledge, assignment and delivery of the Pledged Collateral pursuant to this
Agreement will create a valid first priority Lien on and a first priority perfected security
interest in favor of the Agent for the benefit of Agent and Lenders in the Pledged
Collateral and the proceeds thereof, securing the payment of the Secured Obligations,
subject to no other Lien;




     (h) This Agreement has been duly authorized, executed and delivered by Pledgor and
constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in
accordance with its terms;




     (i) The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of
the Pledged Entity; and



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     (j) Except as disclosed on Part B of Schedule I, none of the Pledged Debt is
subordinated in right of payment to other Debt (except for the Secured Obligations) or
subject to the terms of an indenture.



          The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.




     6. Covenants. Pledgor covenants and agrees that until Full Payment of the Obligations
and termination of all Revolver Commitments (the “Termination Date”):




     (a) Without the prior written consent of Agent, Pledgor will not sell, assign,
transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral,
or any unpaid dividends, interest or other distributions or payments with respect to the
Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly
permitted by the Loan Agreement;




     (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such
instruments and take all such actions as Agent from time to time may request in order to
ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral
intended to be created by this Agreement, including the filing of any necessary UCC
financing statements, which may be filed by Agent with or (to the extent permitted by
Applicable Law) without the signature of Pledgor, and will cooperate with Agent, at
Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings
under federal, state, local or foreign law in connection with such Liens or any sale or
transfer of the Pledged Collateral;




     (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of
Agent in the Pledged Collateral against the claim of any Person and will maintain and
preserve such Liens except for claims and Liens relating to the Receivables Securitization
Facility;




     (d) Pledgor will not permit or cause any of the Pledges Shares to be represented by
certificates; provided, however, in the event that any Pledged Shares become
represented by certificates in contravention of this provision, Pledgor shall immediately
deliver, or cause to be delivered, to Agent, to be held by Agent on its behalf and on behalf
of the Lenders, all such certificates, together with duly executed instruments of transfer
or assignment in black, all in form and substance satisfactory to Agent; and




     (e) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes
or instruments of a Pledged Entity or Issuer, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three
(3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in
substantially the form of Schedule II hereto (a “Pledge Amendment”) in
respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall
pledge to Agent all of such additional Stock, notes or instruments. Pledgor hereby
authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all
Pledged



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Shares and Pledged Debt listed on any Pledge Amendment delivered to Agent shall for
all purposes hereunder be considered Pledged Collateral.



     7. Pledgors’ Rights. As long as no Default or Event of Default shall be deemed to
have occurred under the Loan Agreement and be continuing and until written notice shall be given to
Pledgor in accordance with Section 8(a) hereof or as otherwise permitted under the Loan
Agreement:




     (a) Pledgor shall have the right, from time to time, to vote and give consents with
respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent
with the provisions of this Agreement, the Loan Agreement or any other Loan Document;
provided, however, that no vote shall be cast, and no consent shall be given
or action taken, which would have the effect of impairing the position or interest of Agent
in respect of the Pledged Collateral or which would authorize, effect or consent to (unless
and to the extent expressly permitted by the Loan Agreement):




     (i) the dissolution or liquidation, in whole or in part, of any Pledged Entity;




     (ii) the consolidation or merger of any Pledged Entity with any other Person;




     (iii) the sale, disposition or encumbrance of all or substantially all of the
assets of any Pledged Entity, except for Liens in favor of Agent;




     (iv) any change in the authorized number of shares, the stated capital or the
authorized share capital of any Pledged Entity or the issuance of any additional
Stock; or




     (v) the alteration of the voting rights with respect to the Stock of any
Pledged Entity; and




(b) (i) Pledgor shall be entitled, from time to time, to collect and receive for its
own use all cash dividends and interest paid in respect of the Pledged Shares and
Pledged Debt to the extent not in violation of the Loan Agreement other than
any and all: (A) dividends and interest paid or payable other than in cash in
respect of any Pledged Collateral, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for, any Pledged
Collateral; (B) dividends and other distributions paid or payable in cash in respect
of any Pledged Shares in connection with a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus or paid-in
capital of any Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged
Collateral; provided, however, that until actually paid all rights
to such distributions shall remain subject to the Lien created by this Agreement;
and




     (ii) all dividends and interest (other than such cash dividends and interest as
are permitted to be paid to Pledgor in accordance with clause (i) above)



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and all other distributions in respect of any of the Pledged Shares or Pledged Debt,
whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and
shall, if received by Pledgor, be received in trust for the benefit of Agent, be
segregated from the other property or funds of Pledgor, and be forthwith delivered
to Agent as Pledged Collateral in the same form as so received (with any necessary
indorsement).



     8. Defaults and Remedies; Proxy.




     (a) After an Event of Default shall be deemed to have occurred under the Loan Agreement
and during the continuation of such Event of Default, and concurrently with written notice
to Pledgor, Agent (personally or through an agent) is hereby authorized and empowered to
transfer and register in its name or in the name of its nominee the whole or any part of the
Pledged Collateral, to exchange certificates or instruments representing or evidencing
Pledged Collateral for certificates or instruments of smaller or larger denominations, to
exercise the voting and all other rights as a holder with respect thereto, to collect and
receive all cash dividends, interest, principal and other distributions made thereon, to
sell in one or more sales after ten (10) days’ notice of the time and place of any public
sale or of the time at which a private sale is to take place (which notice Pledgor agrees is
commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise
act with respect to the Pledged Collateral. Any sale shall be made at a public or private
sale at Agent’s place of business, or at any place to be named in the notice of sale, either
for cash or upon credit or for future delivery at such price as Agent may deem fair, and
Agent may be the purchaser of the whole or any part of the Pledged Collateral so sold and
hold the same thereafter in its own right free from any claim of Pledgor or any right of
redemption. Each sale shall be made to the highest bidder, but Agent reserves the right to
reject any and all bids at such sale which, in its discretion, it shall deem inadequate.
Demands of performance, except as otherwise herein specifically provided for, notices of
sale, advertisements and the presence of property at sale are hereby waived and any sale
hereunder may be conducted by an auctioneer or any officer or agent of Agent. PLEDGOR
HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF
PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED
SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND
ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION
DATE (AS DEFINED ABOVE). IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE
APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL
OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF
SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH
PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING
ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY



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ANY PERSON
(INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY
DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY
FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.




     (b) Agent may, on one or more occasions and in its discretion, postpone any of said
sales by public announcement at the time of sale or the time of previous postponement of
sale, and no other notice of such postponement or postponements of sale need be given, any
other notice being hereby waived; provided, however, that any sale or sales
made after such postponement shall be after ten (10) days’ notice to Pledgor.




     (c) After an Event of Default shall be deemed to have occurred under the Loan Agreement
and during the continuation of such Event of Default, if, at any time when Agent shall
determine to exercise its right to sell the whole or any part of the Pledged Collateral
hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any
similar statute then in effect) (the “Act”), Agent may, in its discretion (subject
only to requirements of Applicable Law), sell such Pledged Collateral or part thereof by
private sale in such manner and under such circumstances as Agent may deem necessary or
advisable, but subject to the other requirements of this Section 8, and shall not be
required to effect such registration or to cause the same to be effected. Without limiting
the generality of the foregoing, in any such event, Agent in its discretion (x) may, in
accordance with applicable securities laws, proceed to make such private sale
notwithstanding that a registration statement for the purpose of registering such Pledged
Collateral or part thereof could be or shall have been filed under said Act (or similar
statute), (y) may approach and negotiate with a single possible purchaser to effect such
sale, and (z) may restrict such sale to a purchaser who is an accredited investor under the
Act and who will represent and agree that such purchaser is purchasing for its own account,
for investment and not with a view to the distribution or sale of such Pledged Collateral or
any part thereof. In addition to a private sale as provided above in this Section
8, if any of the Pledged Collateral shall not be freely distributable to the public
without registration under the Act (or similar statute) at the time of any proposed sale
pursuant to this Section 8, then Agent shall not be required to effect such
registration or cause the same to be effected but, in its discretion (subject only to
requirements of Applicable Law), may require that any sale hereunder (including a sale at
auction) be conducted subject to restrictions:




     (i) as to the financial sophistication and ability of any Person permitted to
bid or purchase at any such sale;




     (ii) as to the content of legends to be placed upon any certificates
representing the Pledged Collateral sold in such sale, including restrictions on
future transfer thereof;



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     (iii) as to the representations required to be made by each Person bidding or
purchasing at such sale relating to that Person’s access to financial information
about the Pledged Entity and such Person’s intentions as to the holding of the
Pledged Collateral so sold for investment for its own account and not with a view to
the distribution thereof; and




     (iv) as to such other matters as Agent may, in its discretion, deem necessary
or appropriate in order that such sale (notwithstanding any failure so to register)
may be effected in compliance with the Bankruptcy Code and other laws affecting the
enforcement of creditors’ rights and the Act and all applicable state securities
laws.




     (d) Pledgor recognizes that Agent may be unable to effect a public sale of any or all
the Pledged Collateral and may be compelled to resort to one or more private sales thereof
in accordance with clause (c) above. Pledgor also acknowledges that any such
private sale may result in prices and other terms less favorable to the seller than if such
sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall not be deemed to have been made in a commercially unreasonable manner
solely by virtue of such sale being private. Agent shall be under no obligation to delay a
sale of any of the Pledged Collateral for the period of time necessary to permit the Pledged
Entity or Issuer to register such securities for public sale under the Act, or under
applicable state securities laws, even if Pledgor and the Pledged Entity or Issuer would
agree to do so.




     (e) Pledgor agrees to the maximum extent permitted by Applicable Law that after an
Event of Default shall be deemed to have occurred under the Loan Agreement, it will not at
any time plead, claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or delay the
enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor
waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees
that it will not interfere with any right, power and remedy of Agent provided for in this
Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or
the exercise or beginning of the exercise by Agent of any one or more of such rights, powers
or remedies. No failure or delay on the part of Agent to exercise any such right, power and
remedy and no notice or demand which may be given to or made upon Pledgor by Agent with
respect to any such remedies shall operate as a waiver thereof, or limit or impair Agent’s
right to take any action or to exercise any power or remedy hereunder, without notice or
demand, or prejudice its rights as against Pledgor in any respect.




     (f) Pledgor further agrees that a breach of any of the covenants contained in this
Section 8 will cause irreparable injury to Agent, that Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and
every covenant contained in this Section 8 shall be specifically enforceable against
Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action
for specific performance of such covenants except for a defense that the Secured Obligations
are not



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then due and payable in accordance with the agreements and instruments governing and
evidencing such obligations.



     9. Waiver. No delay on Agent’s part in exercising any power of sale, Lien, option or
other right hereunder, and no notice or demand which may be given to or made upon Pledgor by Agent
with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver
thereof, or limit or impair Agent’s right to take any action or to exercise any power of sale,
Lien, option, or any other right hereunder, without notice or demand, or prejudice Agent’s rights
as against Pledgor in any respect.



     10. Assignment. Agent may assign, indorse or transfer any instrument evidencing all
or any part of the Secured Obligations as provided in, and in accordance with, the Loan Agreement,
and the holder of such instrument shall be entitled to the benefits of this Agreement.



     11. Termination. Immediately following the Termination Date, Agent shall deliver to
Pledgor the Pledged Collateral pledged by Pledgor at the time subject to this Agreement and all
instruments of assignment executed in connection therewith, free and clear of the Liens hereof and,
except as otherwise provided herein, all of Pledgor’s obligations hereunder shall at such time
terminate.



     12. Lien Absolute. All rights of Agent hereunder, and all obligations of Pledgor
hereunder, shall be absolute and unconditional irrespective of:




     (a) any lack of validity or enforceability of the Loan Agreement, any other Loan
Document, or any other agreement or instrument governing or evidencing any Secured
Obligations;




     (b) any change in the time, manner or place of payment of, or in any other term of, all
or any part of the Secured Obligations, or any other amendment or waiver of or any consent
to any departure from the Loan Agreement, any other Loan Document, or any other agreement or
instrument governing or evidencing any Secured Obligations;




     (c) any exchange, release or non-perfection of any other Collateral, or any release or
amendment or waiver of or consent to departure from any guaranty, for all or any of the
Secured Obligations;




     (d) the insolvency of any Borrower or Subsidiary of any Borrower; or




     (e) any other circumstance which might otherwise constitute a defense available to, or
a discharge of, Pledgor.



     13. Release. Pledgor consents and agrees that Agent may at any time, or from time to
time, in its discretion:




     (a) renew, extend or change the time of payment, and/or the manner, place or terms of
payment of all or any part of the Secured Obligations; and



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     (b) exchange, release and/or surrender all or any of the Collateral (including the
Pledged Collateral), or any part thereof, by whomsoever deposited, which is now or may
hereafter be held by Agent in connection with all or any of the Secured Obligations; all in
such manner and upon such terms as Agent may deem proper, and without notice to or further
assent from Pledgor, it being hereby agreed that Pledgor shall be and remain bound upon this
Agreement, irrespective of the value or condition of any of the Collateral, and
notwithstanding any such change, exchange, settlement, compromise, surrender, release,
renewal or extension, and notwithstanding also that the Secured Obligations may, at any
time, exceed the aggregate principal amount thereof set forth in the Loan Agreement, or any
other agreement governing any Secured Obligations. Pledgor hereby waives notice of
acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor
of any and all of the Secured Obligations, and promptness in commencing suit against any
party hereto or liable hereon, and in giving any notice to or of making any claim or demand
hereunder upon Pledgor. No act or omission of any kind on Agent’s part shall in any event
affect or impair this Agreement.



     14. Reinstatement. This Agreement shall remain in full force and effect and continue
to be effective should any petition be filed by or against Pledgor or the Pledged Entity for
liquidation or reorganization, should Pledgor or the Pledged Entity become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of Pledgor’s or the Pledged Entity’s assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the Secured
Obligations, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount,
or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a
“voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.



     15. Miscellaneous.




     (a) Agent may execute any of its duties hereunder by or through agents or employees and
shall be entitled to advice of counsel concerning all matters pertaining to its duties
hereunder.




     (b) Pledgor agrees to promptly reimburse Agent for actual out-of-pocket expenses,
including, without limitation, reasonable counsel fees, incurred by Agent in connection with
the administration and enforcement of this Agreement.




     (c) Neither Agent, nor any of its respective officers, directors, employees, agents or
counsel shall be liable for any action lawfully taken or omitted to be taken by it or them
hereunder or in connection herewith, except for its or their own gross negligence or willful
misconduct as finally determined by a court of competent jurisdiction.




     (d) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND ASSIGNS
(INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL INURE TO THE BENEFIT OF,
AND BE



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ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE
WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF
AGENT AND PLEDGOR.



     16. Severability. If for any reason any provision or provisions hereof are determined
to be invalid and contrary to any existing or future law, such invalidity shall not impair the
operation of or effect those portions of this Agreement which are valid.



     17. Notices. Except as otherwise provided herein, whenever it is provided herein that
any notice, demand, request, consent, approval, declaration or other communication shall or may be
given to or served upon any of the parties by any other party, or whenever any of the parties
desires to give or serve upon any other a communication with respect to this Agreement, each such
notice, demand, request, consent, approval, declaration or other communication shall be in writing
and either shall be delivered in person or sent by registered or certified mail, return receipt
requested, with proper postage prepaid, or by facsimile transmission and confirmed by delivery of a
copy by personal delivery or United States mail as otherwise provided herein:




	 	(a)	 	If to Agent, at:




Bank of America Business Capital

One South Wacker Drive

Suite 3400

Chicago, IL 60606

Attention: __________________________

Fax No.:     (_________) _______-_______



With copies to:



Latham & Watkins

233 S. Wacker Drive, Suite 5800

Chicago, Illinois 60606

Attention: Brad Kotler

Fax No.: (312) 993-9767





	 	(b)	 	If to Pledgor, at:




c/o Cooper Tire & Rubber Company

                                                            

                                                            

Attention:              
         
             
       




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Fax No.:                                             



With copies to:



                                                            

                                                            

                                                            

Attention:         
            
          
            

Fax No.:          
            
            
            



or at such other address as may be substituted by notice given as herein provided. The giving of
any notice required hereunder may be waived in writing by the party entitled to receive such
notice. Every notice, demand, request, consent, approval, declaration or other communication
hereunder shall be deemed to have been duly served, given or delivered (i) upon the earlier of
actual receipt and three (3) Business Days after deposit in the United States mail, registered or
certified mail, return receipt requested, with proper postage prepaid, (ii) upon transmission, when
sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly
confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in
this Section 17), (iii) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid, or (iv) when delivered, if hand-delivered by messenger. Failure
or delay in delivering copies of any notice, demand, request, consent, approval, declaration or
other communication to the persons designated above to receive copies shall in no way adversely
affect the effectiveness of such notice, demand, request, consent, approval, declaration or other
communication.




     18. Section Titles. The Section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever and are not a part of the agreement
between the parties hereto.



     19. Counterparts. This Agreement may be executed in any number of counterparts, which
shall, collectively and separately, constitute one agreement.



     20. Benefit of Lenders. All security interests granted or contemplated hereby shall
be for the benefit of Agent and Lenders, and all proceeds or payments realized from the Pledged
Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms
of the Loan Agreement.



[signature page follows]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	COOPER TIRE & RUBBER COMPANY

 	 
	 	By:  	/s/ Charles F. Nagy
 	 
	 	 	Name:  	Charles F. Nagy 	 
	 	 	Title:  	Assistant Treasurer 	 



	 	 	 	 	 
	 	By:  	                                        /s/ Philip G. Weaver
 	 
	 	 	Name:  	Philip G. Weaver 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Thomas H. Herron
 	 
	 	 	Name:  	Thomas H. Herron 	 
	 	 	Its Duly Authorized Signatory 	 





[Signature Page to Pledge Agreement]



 









 






	 	 	 	 	 



SCHEDULE I




PART A




PLEDGED DEBT




	 	 	 	 	 
	Payor	 	Payee	 	Issue Date
	Cooper Receivables LLC

	 	Cooper Tire & Rubber Company
	 	August 30, 2006






 









 






SCHEDULE II




PLEDGE AMENDMENT




     
     This Pledge Amendment, dated ______________, 20__ is delivered pursuant to Section
6(d) of that certain Pledge Agreement dated November 9, 2007,
between Cooper Tire & Rubber
Company, as Pledgor, and Bank of America, N.A., as Agent (the “Pledge Agreement”). All
defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the
Pledge Agreement. The undersigned hereby certifies that the representations and warranties in
Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the
promissory notes, instruments and shares pledged prior to this Pledge Amendment and as to the
promissory notes, instruments and shares pledged pursuant to this Pledge Amendment. The
undersigned further agrees that this Pledge Amendment may be attached to the Pledge Agreement, and
that the Pledged Shares and Pledged Debt listed on this Pledge Amendment shall be and become a part
of the Pledged Collateral referred to in the Pledge Agreement and shall secure all Secured
Obligations referred to in the Pledge Agreement.




	 	 	 	 	 
	 	COOPER TIRE & RUBBER COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Certificate	 	Number	 	Percentage of
	Pledged Entity	 	of Stock	 	Number(s)	 	of Shares	 	Outstanding Shares
	Cooper Receivables LLC
	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	 	Initial	 	 
	Issuer	 	Principal Amount	 	Issue Date
	Cooper Receivables LLC
	 	 	 	 







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