EX-10.2



 Exhibit 10.2 
 FOURTH AMENDMENT TO 
 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

 THIS FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of
July 27, 2011, 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. Amendments to the Agreement. As
contemplated by Section 3 of that certain Third Amendment to the Agreement, dated as of June 2, 2011 (the “3rd RPA Amendment”), the Agreement is hereby amended by
(i) deleting the amount “$125,000,000” from where it appears in the definitions of (A) the Group Commitment of Market Street’s Purchasers Group, (B) Market Street’s Commitment as a Related Committed Purchaser,
(C) PNC’s Commitment as the LC Bank and as an LC Participant and (D) the Purchase Limit, in each case, as set forth in Exhibit I to the Agreement, and (ii) replacing such amount with “$175,000,000” in each such
definition. 
 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. 
 (d) Conditions Precedent. On the date hereof, each of the conditions
precedent set forth in Section 3 of the 3rd RPA
Amendment has been satisfied. 
 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; and 
 (b) confirmation that the
“Additional Structuring Fee” payable under the Fee Letter in connection with this Amendment has been paid in full. 

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. 
 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/ 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 P. Falcon

		 	Name:	 	William P. Falcon
		 	Title:	 	Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as Purchaser Agent

		
	By:	 	 /s/ William P. Falcon

		 	Name:	 	William P. Falcon
		 	Title:	 	Vice President
	
	 PNC BANK, NATIONAL ASSOCIATION,
 as the LC Bank and as an LC Participant

		
	By:	 	 /s/ Joseph G. Moran

		 	Name:	 	Joseph G. Moran
		 	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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