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                                                                    EXHIBIT 10a
                                                                 EXECUTION COPY

                                SECOND AMENDMENT
                                       TO
                         RECEIVABLES PURCHASE AGREEMENT

     This Second Amendment to Receivables Purchase Agreement, dated as of
October 1, 1996 (this "Amendment") is among THE STANDARD PRODUCTS FUNDING
CORPORATION, a Delaware corporation ("Seller"), THE STANDARD PRODUCTS COMPANY,
an Ohio corporation  ("Standard"), CLIPPER RECEIVABLES CORPORATION, a Delaware
corporation ("Purchaser"), STATE STREET BOSTON CAPITAL CORPORATION, a
Massachusetts corporation ("Administrator") and NATIONAL CITY BANK a national
bank ("NCB"), and is consented to by the financial institutions listed under
the caption "Facility Banks" on the signature pages hereto (the "Facility
Banks").  Unless otherwise indicated, terms defined in Appendix A to the
Receivables Purchase Agreement have the same meanings when used herein.

                                    RECITALS

     1. The parties hereto have entered into that certain Receivables Purchase
Agreement, dated as of September 22, 1995 (the "Original Receivables Purchase
Agreement") as amended by this Amendment (as amended, the "Amended Agreement").

     2. No Liquidity Loans have been made under the related Liquidity Agreement
up to and including the date hereof.

     3. Pursuant to this Amendment, the parties wish to amend certain
definitions and financial covenants in the Original Receivables Purchase
Agreement.

     NOW THEREFORE, the parties agree that the Original Receivables Purchase
Agreement shall be amended on the terms herein provided:

     SECTION 1 AMENDMENTS.  The following amendments to the Receivables
Purchase Agreement shall be effective upon satisfaction of the conditions in
Section 3 of this Amendment.

           SECTION 1.1 Amendments to Appendix A:  Definitions.  Each of the
      following definitions set forth in Appendix A to the Original Receivables
      Purchase Agreement shall be amended and restated in its entirety as
      follows:

           "General Liquidation Cost Reserve" means, on any day an amount equal
      to the product of

                  (a) (x) 1.25 times (y) the Average Days' Sales Outstanding of
             all Pool Receivables (other than Tooling Receivables), calculated
             as of the Cut-Off Date for the next preceding Settlement Period,
             divided by (z) 360; times

                  (b) the sum of (i) 2% over the Alternate Base Rate in effect
             on such day, plus (ii) the percentage as may be in effect for the
             purposes of calculating the Program Fee applicable to the
             Purchaser's Total Investment, plus (iii) 1.00% (or, if greater,
             such other percentage as may be in effect for purposes of clause
             (b) (x) of the definition of "Master Servicer's Fee"); times

                  (c) the General Percentage of the Purchaser's Total
             Investment on such day.


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           "Special Liquidation Cost Reserve" means, on any day, an amount
      equal to the product of

                  (a) (x) 2.5 times (y) the Average Days' Sales Outstanding of
             all Pool Receivables (other than Tooling Receivables), calculated
             as of the Cut-Off Date for the next preceding Settlement Period,
             divided by (z) 360; times

                  (b) the sum of (i) 2% over the Alternate Base Rate in effect
             on such day, plus (ii) the percentage as may be effect for the
             purposes of calculating the Program Fee applicable to the
             Purchaser's Total Investment, plus (iii) 1.00% (or, if greater,
             such clause (b) (x) of the definition of "Master Servicer's Fee"),
             plus (iv) the percentage as may be in effect for the purposes of
             calculating the Concentration Fees; times

                  (c) the Special Percentage of the Purchaser's Total
             Investment on such day.

           "Default Ratio" means the ratio (expressed as a percentage) computed
      as of each Cut-Off Date by dividing (x) the sum of (i) the aggregate
      Unpaid Balance of all Pool Receivables (other than Tooling Receivables)
      that are Defaulted Receivables on such Cut-Off Date by application of
      clauses (a) or (e) of the definition of Defaulted Receivable, except, in
      the case of Receivables that are Defaulted Receivables by application of
      clause (e), to the extent such Receivable (or portion thereof) is the
      subject of a good faith dispute between the applicable Obligor and
      Originator, plus (ii) the aggregate Unpaid Balance of all Pool
      Receivables (other than Tooling Receivables) that are Defaulted
      Receivables and became Defaulted Receivables solely by application of
      clause (b), (c) or (d) of the definition of Defaulted Receivable during
      the Settlement Period ended on such Cut-Off Date by (y) the Unpaid
      Balance of all Pool Receivables (other than Tooling Receivables) as of
      such Cut-Off Date.

     SECTION 1.2 Other Amendments.  Section 7.05 (c) of the Original
Receivables Purchase Agreement shall be amended and restated in its entirety as
follows:

                  (c) Current Ratio.  Not permit the Current Ratio to be less
             than 1.00 to 1.00 at any time

     SECTION 2 REPRESENTATIONS AND WARRANTIES.  Seller and Standard hereby
represent and warrant to the Purchaser, Administrator and NCB that:

           (a) The execution and delivery by them of this Amendment and the
      performance of their obligations under the Amended Agreement, are within
      their corporate powers, have been duly authorized by all necessary
      corporate action, have received all necessary governmental and other
      consents and approvals (if any shall be required) and do not and will not
      contravene or conflict with, or create a lien under, (i) any provision of
      law, (ii) their constituent documents, (iii) any court or administrative
      decree applicable to them, or (iv) any contractual restriction binding
      upon them or their property.

           (b) The representations and warranties of Seller contained in
      Section 6.01 of the Receivables Purchase Agreement are true and correct
      as of the date of Seller's execution and delivery of this Amendment and
      after giving effect hereto (except for those representations and
      warranties that relate solely to an earlier date).

           (c) This Amendment has been duly executed and delivered by them, and
      the Amended Agreement is their legal, valid and binding obligation,
      enforceable against them in accordance with its terms.

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           (d) After giving effect to this Amendment, no Liquidation Event or
      Unmatured Liquidation Event shall have occurred and be continuing.

    
     SECTION 3      CONDITIONS TO EFFECTIVENESS.  This Amendment shall be 
effective as of the date hereof when the following conditions shall have been 
satisfied (the "Condition Satisfaction Date"):


          SECTION 3.1    Delivery of Counterparts.  The Administrator shall have
      received (by telecopy or otherwise) counterparts of this Amendment or the
      signature pages hereto, executed by each Seller, Standard, Purchaser, 
      Administrator, NCB and Facility Banks holding 66-2/3% of the Liquidity 
      Commitments and Concentration Commitments (as each is defined in the
      Liquidity Agreement) at the time such counterparts are received.

          SECTION 3.2    Other Conditions.  The conditions set forth in Section 
      5.02 of the Receivables Purchase Agreement shall be satisfied with the 
      same effect as if a Purchase were to be made on the the Condition 
      Satisfaction Date.

      SECTION 4     MISCELLANEOUS PROVISIONS.

          SECTION 4.1    Reaffirmation.  As hereby amended, the Receivables 
      Purchase Agreement is hereby ratified and reaffirmed by Seller and 
      Standard and the guarantee of Standard set forth in Section 12.1 of the 
      Purchase Agreement is also hereby ratified and reaffirmed and shall 
      continue in full force and effect after the Condition Satisfaction Date.

          SECTION 4.2    Costs and Expenses.  Seller and Standard, jointly and
      severally, hereby agree to pay on demand all costs and expenses incurred 
      by the Administrator and NCB (including legal fees and other charges of 
      counsel to the Administrator and NCB) in connection with the preparation, 
      execution and delivery of this Amendment.

          SECTION 4.3    Captions.  The various captions in this Amendment are
      included for convenience only and shall not affect the meaning or 
      interpretation of any provision of this Amendment.

          SECTION 4.4    GOVERNING LAW.  THIS AMENDMENT AND THE AMENDED
      AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL
      BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
      THE STATE OF NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
      LAW, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF
      PURCHASER IN THE RECEIVABLES OR RELATED PROPERTY IS GOVERNED BY THE LAWS
      OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          SECTION 4.5    Execution in Counterparts.  This Amendment may be
      executed in any number of counterparts and by the different parties
      hereto in separate counterparts, each of which when so executed shall be
      deemed to be an original and all of which when taken together shall
      constitute one and the same Amendment.


                            [SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized.

                                           THE STANDARD PRODUCTS FUNDING     
                                           CORPORATION                       
                                                                             
                                           By:  /s/ C. F. Nagy               
                                               --------------------------------
                                           Title:  Treasurer                 
                                                 ------------------------------

                                           THE STANDARD PRODUCTS COMPANY     
                                                                             
                                           By:  /s/ Donald R. Sheley, Jr.    
                                               --------------------------------
                                           Title:  V.P. Finance and CFO      
                                                 ------------------------------
                                                                             
                                           CLIPPER RECEIVABLES CORPORATION   
                                                                             
                                           By:  /s/ Tiffany Perorval          
                                               --------------------------------
                                           Title:  Vice President             
                                                  -----------------------------
                                                                             
                                           STATE STREET BOSTON CAPITAL       
                                           CORPORATION                       
                                                                             
                                           By:  /s/ Pauliina Girsen           
                                               --------------------------------
                                           Title:  Associate                  
                                                 ------------------------------

                                           NATIONAL CITY BANK                
                                       
                                           By:  /s/ Marybeth Howe
                                               --------------------------------
                                           Title:  Vice President
                                                  -----------------------------
                                                                             

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  Acknowledged and                      FACILITY BANKS:
   Consented to:                        -------------------
                                        
                                        NATIONAL CITY BANK,
                                        as a Liquidity Bank, a Ford
                                        Concentration Bank and a Chrysler
                                        Concentration Bank 
                                        
                                        By:  /s/ Marybeth S. Howe
                                             ------------------------------
                                        Name:  Marybeth S. Howe
                                             ------------------------------
                                        Title:  Vice President
                                              -----------------------------
                                        Address:  1900 East Ninth Street
                                                  Cleveland, Ohio 44114
                                        Attention:  Marybeth S. Howe
                                        Facsimile No.:  (216) 575-9396


                                       Percentage for
                                        Liquidity Commitment Amount  31.4285715%
                                       Percentage for
                                        Ford Commitment Amount       31.4285715%
                                       Percentage for
                                        Chrysler Commitment Amount   31.4285715%


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  Acknowledged and                      FACILITY BANKS:
    Consented to:                       ---------------
           
                                        COMERICA BANK,
                                        as a Liquidity Bank, a Ford
                                        Concentration Bank and a Chrysler
                                        Concentration Bank 

                                        By:  /s/ Michael T. Shea
                                           ---------------------------
                                        Name:  Michael T. Shea
                                             -------------------------
                                        Title:  Vice President
                                              ------------------------
                                        Address:  500 Woodward Avenue
                                                  Detroit, Michigan 48226
                                        Attention:  Mike Shea
                                        Facsimile No.:  (313) 222-3776


                                       Percentage for
                                        Liquidity Commitment Amount  20.0000000%
                                       Percentage for
                                        Ford Commitment Amount       20.0000000%
                                       Percentage for
                                        Chrysler Commitment Amount   20.0000000%


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     Acknowledged and                   FACILITY BANKS:
       Consented to:                    ----------------------------
           
                                        NBD BANK,
                                        as a Liquidity Bank, a Ford
                                        Concentration Bank and a Chrysler
                                        Concentration Bank 

                                        By:  /s/ Teresa A. Kalil
                                           --------------------------
                                        Name:  Teresa A. Kalil
                                             ------------------------
                                        Title:  Vice President
                                              -----------------------
                                        Address:  611 Woodward Avenue
                                        Detroit, Michigan 48226
                                        Attention:
                                        Facsimile No.:  (313) 225-2290

                                      Percentage for
                                         Liquidity Commitment Amount 22.8571428%
                                      Percentage for
                                         Ford Commitment Amount 22.8571428%
                                      Percentage for
                                         Chrysler Commitment Amount 22.8571428%


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 Acknowledged and                        FACILITY BANKS:
  Consented to:                          ---------------
   
                                         KEYBANK NATIONAL ASSOCIATION fka
                                         SOCIETY NATIONAL BANK, as a Liquidity
                                         Bank, a Ford Concentration Bank and a
                                         Chrysler Concentration Bank

                                         By:  /s/ Thomas A. Crandell
                                            ----------------------------
                                         Name:  Thomas A. Crandell
                                              --------------------------
                                         Title:  AVP
                                               -------------------------
                                         Address:  127 Public Square
                                         Cleveland, Ohio 44114-1306
                                         Attention:
                                         Facsimile No.:  (216) 689-4981

                                       Percentage for
                                        Liquidity Commitment Amount  25.7142857%
                                       Percentage for
                                        Ford Commitment Amount       25.7142857%
                                       Percentage for
                                        Chrysler Commitment Amount   25.7142857%


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