Exhibit 10(II)-AMEND 1 TO CREDIT AGREEMENT 3-27-01



Exhibit (10)(ii)


AMENDMENT NO. 1 TO

AMENDED AND RESTATED CREDIT AGREEMENT


      THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of
March 27, 2001 (this “Amendment No. 1”), by and among COOPER TIRE & RUBBER
COMPANY, a Delaware corporation (as more fully defined in the Original Credit
Agreement referred to below, the “Borrower”), and the Banks (as defined in the
Original Credit Agreement) and PNC BANK, NATIONAL ASSOCIATION, in its capacity
as the issuer of letters of credit under the Original Credit Agreement and as
agent for the Banks under the Original Credit Agreement (in such capacity, as
more fully defined in the Original Credit Agreement, as the “Agent”), amends
that certain Amended and Restated Credit Agreement dated as of September 1,
2000, by and among the Borrower, the Banks and the Agent (such Credit Agreement
is herein referred to as the “Original Credit Agreement”).


WITNESSETH:


      WHEREAS, the Borrower has requested an amendment of certain covenants
contained in the Original Credit Agreement; and the Banks and the Agent have
agreed to certain amendments to the Original Credit Agreement upon the terms
and conditions set forth herein.


      NOW THEREFORE, in consideration of the premises (each of which is
incorporated herein by reference), the Borrower, the Banks and the Agent,
intending to be legally bound hereby, agree as follows:


ARTICLE I

AMENDMENTS TO ORIGINAL CREDIT AGREEMENT


      Section 1.01. Amendment to Section 1.1 of the Original Credit Agreement.
The following definition set forth in Section 1.1 of the Original Credit
Agreement is amended and restated to read as follows:



		
	 	      “Loan Documents” shall mean this Agreement, the Notes, the
Requests for Disbursement, the Amendment No. 1 Loan Documents and
any other instruments, certificates or documents delivered or
contemplated to be delivered hereunder or thereunder or in
connection herewith or therewith, as the same may be supplemented
or amended from time to time in accordance herewith or therewith;
and “Loan Document” shall mean any of the Loan Documents.



      Section 1.02. Addition of Definitions to Section 1.1 of the Original
Credit Agreement. The following definitions are hereby added to Section 1.1 of
the Original Credit Agreement and shall be inserted in their correct
alphabetical order:



		
	 	      “Amendment No. 1” shall mean that certain Amendment No. 1 to
Credit Agreement dated as of March 27, 2001, by and among the
Borrower, the Agent and the Banks.



 











		
	 	      “Amendment No. 1 Closing Date” shall mean March 27, 2001.




		
	 	      “Amendment No. 1 Loan Documents” shall mean this Amendment No. 1,
and any other documents delivered or contemplated to be
delivered hereunder or thereunder or in connection herewith or
therewith, as the same may be supplemented or amended from time to
time in accordance herewith or therewith; and the term “Amendment
No. 1 Loan Document” shall mean any of the Amendment No. 1 Loan
Documents.



      Section 1.03. Amendment to Section 3.5 of the Original Credit Agreement.
Section 3.5 of the Original Credit Agreement is amended and restated to read as
follows:



		
	 	      3.5 Litigation; Title to Properties. Except as set forth in
Forms 10-K, 10-Q, 8-K or S-4 most recently filed with the SEC and
the Disclosure Letter, to the Borrower’s knowledge, after diligent
inquiry, there is no litigation or governmental proceedings pending
or threatened against the Borrower or any Subsidiary the results of
which might materially affect the Borrower’s or such Subsidiary’s
financial condition or operations. The Borrower and each
Subsidiary has good title to its respective properties and assets
except (i) for defects in title which taken as a whole are not
material to the Borrower or the Subsidiary, or (ii) for
Encumbrances permitted by Section 5.3 hereof. Other than any
liability provided for or disclosed in this Section 3.5 or in the
financial statements referred to in Section 3.4, neither the
Borrower nor any Subsidiary has any material contingent
liabilities.



      Section 1.04. Amendment to Section 5.2 of the Original Credit Agreement.
The Section 5.2 of the Original Credit Agreement is amended and restated to
read as follows:



		
	 	      5.2 Fixed Charge Coverage Ratio. The Borrower shall not incur
or remain liable for Consolidated Indebtedness owing to any Person
if (a) the incurrence of such Consolidated Indebtedness (after
giving effect thereto) would cause the Borrower to be in violation
of any provision of this Agreement or (b) the Borrower’s
Consolidated Net Income Available for Fixed Charges for the period
of the four (4) Fiscal Quarters immediately preceding the Date of
Determination is equal to or less than (i) two hundred percent
(200%) of all Fixed Charges payable in respect of the four (4)
Fiscal Quarter periods ending September 30, 2000 or December 31,
2000, (ii) one hundred eighty percent (180%) of all Fixed Charges
payable in respect of the four (4) Fiscal Quarter period ending
March 31, 2001, (iii) one hundred sixty percent (160%) for all
Fixed Charges payable in respect of the four (4) Fiscal Quarter
periods ending June 30, 2001 and September 30, 2001, and (iv) two
hundred percent (200%) for all Fixed Charges payable in respect of
each of the four (4) Fiscal Quarter periods ending on or after
December 31, 2001.



      Section 1.05. No Other Amendments. The amendments to the Original Credit
Agreement set forth in Sections 1.01 through and including 1.04 of this
Amendment No. 1 do not either implicitly or explicitly alter, waive or amend,
except as expressly provided in this


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Amendment No. 1, the provisions of the Original Credit Agreement. The
amendments set forth in Sections 1.01 through and including 1.04 of this
Amendment No. 1 do not waive, now or in the future, compliance with any other
covenant, term or condition to be performed or complied with nor does it impair
any rights or remedies of the Banks or the Agent under the Original Credit
Agreement with respect to any such violation.


ARTICLE II

BORROWER’S SUPPLEMENTAL REPRESENTATIONS


      As an inducement to the Banks and the Agent to enter into this Amendment
No. 1, the Borrower hereby represents and warrants that:


      Section 2.01. Incorporation by Reference. The Borrower hereby repeats
herein for the benefit of the Banks and the Agent the representations and
warranties made by the Borrower in Article III of the Original Credit
Agreement, as amended hereby, except that for purposes hereof such
representations and warranties shall be deemed to extend to and cover this
Amendment No. 1.


ARTICLE III

MISCELLANEOUS


      Section 3.01. Ratification of Terms. This Amendment No. 1 shall be
construed in connection with and as part of the Original Credit Agreement; and
the Original Credit Agreement is hereby amended and modified to include this
Amendment No. 1. Except as expressly amended by this Amendment No. 1, the
Original Credit Agreement and each and every representation, warranty,
covenant, term and condition contained therein is specifically ratified and
confirmed.


      Section 3.02. References. All notices, communications, agreements,
certificates, documents or other instruments executed and delivered after the
execution and delivery of this Amendment No. 1 may refer to the Original Credit
Agreement without making specific reference to this Amendment No. 1, but
nevertheless all such references shall include this Amendment No. 1 unless the
context requires otherwise.


      Section 3.03. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts, and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Amendment No. 1 by telecopier shall be effective as of delivery of a manually
executed counterpart of this Amendment No. 1.


      Section 3.04. Capitalized Terms. Except for proper nouns and as otherwise
defined herein, capitalized terms used herein shall have the meanings ascribed
to them in the Original Credit Agreement, as amended hereby.


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      Section 3.05. Conditions Precedent. It shall be a condition precedent to
the effectiveness of this Amendment No. 1 and to the amendment of terms of the
Original Credit Agreement as herein set forth that:


      (i) The Agent shall have received on behalf of the Banks, on or before the
Amendment Effective Date (as hereinafter defined) the following items, each,
unless otherwise indicated, dated on or before the Amendment Effective Date and
in form and substance satisfactory to the Agent and its counsel:



		
	 	      (A) A duly executed counterpart original of this Amendment No. 1;
	 
	 	      (B) A copy of the corporate action of the Borrower certified by the
Secretary or Assistant Secretary of the Borrower to authorize the execution and
delivery of, and performance under, this Amendment No. 1 and the other
Amendment No. 1 Loan Documents to which it is a party;
	 
	 	      (C) A certificate of the secretary or assistant secretary of the Borrower
certifying the names of the persons authorized to sign this Amendment No. 1 and
the other Amendment No. 1 Loan Documents to which it is a party, and all other
documents and certificates delivered hereunder together with the true
signatures of such persons;
	 
	 	      (D) A certificate of the Chief Financial Officer of the Borrower
certifying that the statements set forth in Section 3.05(ii) of this Amendment
No. 1, as of the Amendment No. 1 Closing Date, are true and correct;
	 
	 	      (E) The Borrower shall have paid to the Agent for the benefit of each Bank
that executes and delivers to the Agent a counterpart signature page of this
Amendment No. 1 an amendment fee of five (5) basis points times the stated
Commitment of such a Bank; and
	 
	 	      (F) No event has occurred to the Borrower which would reasonably be likely
to have a Material Adverse Effect on the Borrower; and there shall be delivered
to the Agent for the benefit of each Bank and the Agent a certificate dated the
Closing Date and signed by the Chief Executive Officer, President, Chief
Financial Officer or Vice President of the Borrower to such effect;



      (ii) The following statements shall be true and correct on the Amendment
Effective Date and the Agent shall have received a certificate signed by an
authorized officer of the Borrower, dated the Amendment Effective Date, stating
that:



		
	 	      (A) the representations and warranties contained in Section 2.01 of this
Amendment No. 1 and in the other Loan Documents, as amended hereby, with
respect to the Borrower are true and correct on and as of the Amendment
Effective Date as though made on and as of such date;



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	 	      (B) no Event of Default, or event which, with the passage of time or the
giving of notice or both, would become an Event of Default, has occurred and is
continuing, or would result from the execution of this Amendment No. 1;
	 
	 	      (C) the Borrower has in all material respects performed all agreements,
covenants and conditions required to be performed on or prior to the date
hereof under the Agreement and the other Loan Documents;



For purposes of this Amendment No. 1 the term “Amendment Effective Date” means
the date on which the Agent and its counsel has determined that each of the
conditions set forth in this Section 3.05 have been satisfied by the Borrower
or waived by the Banks or the Agent, as the case may be.


      Section 3.06. Amendment Effective Date. From and after the Amendment
Effective Date, all references in the Original Credit Agreement and each of the
other Loan Documents to the Agreement shall be deemed to be references to the
Original Credit Agreement as amended hereby.


      Section 3.07. Certain Taxes. The Borrower agrees to pay, and save the
Agent and the Banks harmless from, all liability for any stamp or other taxes
which may be payable with respect to the execution of this Amendment No. 1, the
other Amendment No. 1 Loan Documents or any other documents, instruments or
transactions pursuant to or in connection herewith or therewith, which
obligation shall survive the termination of this Amendment No. 1.


      Section 3.08. Costs and Expenses. The Borrower hereby agrees to pay all
reasonable out-of-pocket costs and expenses of the Agent (including, without
limitation, the reasonable fees and the disbursements of the Agent’s special
counsel, Tucker Arensberg, P.C.) in connection with the preparation, execution
and delivery of this Amendment No. 1 and the related documents.


      Section 3.09. Severability. Any provision of this Amendment No. 1 which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
enforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.


      Section 3.10. Governing Law. Amendment No. 1 shall be a contract made
under and governed by the laws of the Commonwealth of Pennsylvania.


      Section 3.11. Headings. The headings of this Amendment No. 1 are for
purposes of reference only and shall not limit or otherwise affect the meaning
thereof.


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      IN WITNESS WHEREOF, the parties hereto, with the intent to be legally
bound hereby, have caused this Amendment No. 1 to be duly executed by their
proper and duly authorized officers as of the day and year first above written.



	 	 	 
			Borrower:
	 
	ATTEST                                  
     (SEAL)		
COOPER TIRE & RUBBER COMPANY,


a Delaware corporation
	 
	By:_____________________________		
By:_____________________________
	
	
	
	

	Name:___________________________		
Name:___________________________
	
	
	
	

	Title:____________________________		
Title:____________________________
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
Agent:
	 
			
PNC BANK, NATIONAL ASSOCIATION,

in its capacity as Agent
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
Banks:
	 
			
PNC BANK, NATIONAL ASSOCIATION
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________



[SIGNATURES FOR OTHER BANKS SET FORTH ON THE FOLLOWING PAGE]


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[SIGNATURES FOR OTHER BANKS SET FORTH BELOW]



	 	 	 
			Banks Cont.:
	 
			
NATIONAL CITY BANK
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
BANK OF AMERICA, N.A.
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
THE CHASE MANHATTAN BANK
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
BANK ONE, MICHIGAN
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
THE BANK OF NEW YORK
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________



SIGNATURES FOR OTHER BANKS SET FORTH ON THE FOLLOWING PAGE]


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[SIGNATURES FOR OTHER BANKS SET FORTH BELOW]



	 	 	 
			Banks Cont.:
	 
			
FIFTH THIRD BANK,
NORTHWESTERN, OHIO, N.A.
	 
			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
			
SUNTRUST BANK
	
	
	
	

			
By:_____________________________
	
	
	
	

			
Name:___________________________
	
	
	
	

			
Title:____________________________
	 
	 




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