exv10wxi






Exhibit (10) (xi)




     This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is entered into as
of July 8, 2010 by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation
(“Cooper”), MAX-TRAC TIRE CO., INC., an Ohio corporation (“Max-Trac” and together
with Cooper, collectively, “Borrowers”), BANK OF AMERICA, N.A., as administrative agent (in
such capacity, the “Administrative Agent”) for the Lenders, and the Lenders party hereto.



Recitals




     A. The Borrowers, the Lenders and the Administrative Agent are party to that certain Loan and
Security Agreement, dated as of November 9, 2007, (as such agreement may be amended, restated, or
otherwise modified from time to time, the “Loan Agreement”) pursuant to which the Lenders
have agreed to make certain loans and extend certain other financial accommodations to the Borrower
as provided therein. Terms defined in the Loan Agreement, where used in this Amendment, shall have
the same meanings in this Amendment as are prescribed by the Loan Agreement.



     B. The Borrowers have requested that the Issuing Bank and Required Lenders amend certain terms
of the Loan Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any
loans or financial accommodations heretofore, now, or hereafter made to or for the benefit of the
Borrowers by the Lenders, it hereby is agreed as follows:



ARTICLE 1




AMENDMENT TO LOAN AGREEMENT



     Section 1.1 Amendment. The defined term “Letter of Credit Subline” located in
Section 1.1 of the Loan Agreement is hereby amended and restated to read in its entirety as
follows:



               “Letter of Credit Subline: $75,000,000.”



ARTICLE 2




MISCELLANEOUS



     Section 2.1 Conditions to Effectiveness. This Amendment shall become effective upon
satisfaction or waiver of the following conditions precedent, as determined by the Administrative
Agent in its sole discretion:




	 	(a)	 	this Amendment shall have been duly executed and delivered by the
Administrative Agent, Borrowers, Issuing Bank and Required Letters; and
	 
	 	(b)	 	all representations and warranties of the Borrowers contained
herein shall be true and correct in all aspects.





     Section 2.2 Representations, Warranties, and Covenants of the Borrowers. Each
Borrower hereby represents and warrants that as of the date of this Amendment and after giving
effect hereto (a) no event has occurred and is continuing which, after giving effect to this
Amendment, constitutes a Default or an Event of Default, (b) the representations and warranties of
such Borrower contained in the Loan Agreement and the other Loan Documents are true and correct in
all material respects on and as of the date hereof to the same extent as though made on and as of
the date hereof, except to the extent such representations and warranties specifically relate to an
earlier date, in which case they are true and correct in all material respects as of such earlier
date, (c) the execution and delivery by such Borrower of this Amendment and the performance by such
Borrower of the Loan Agreement, as amended by this Amendment, are within such Borrower’s corporate
powers and have been duly authorized by all necessary action, (d) this Amendment and the Loan
Agreement, as amended by this Amendment, are legal, valid, and binding obligations of such Borrower
enforceable against such Borrower in accordance with their terms, and (e) the execution and
delivery by such Borrower of this Amendment and the performance by such Borrower of the Loan
Agreement, as amended by this Amendment, do not require the consent of any Person (other than that
which has been obtained) and do not contravene the terms of such Borrower’s Organic Documents, any
Restrictive Agreement or any other indenture, agreement, or undertaking to which such Borrower is a
party or by which such Borrower or any of its property is bound.



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     Section 2.3 Reference to and Effect on the Loan Agreement. Except as expressly
provided herein, the Loan Agreement and all other Loan Documents shall remain unmodified and in
full force and effect and are hereby ratified and confirmed. The execution, delivery, and
effectiveness of this Amendment shall not operate as a waiver or forbearance of (a) any right,
power, or remedy of the Lenders under the Loan Agreement or any of the other Loan Documents or (b)
any Default or Event of Default. This Amendment shall constitute a Loan Document.



     Section 2.4 Fees, Costs, and Expenses. Subject to and in accordance with Section
3.4 of the Loan Agreement, the Borrowers agree to pay on demand all reasonable costs and
expenses of the Administrative Agent in connection with the preparation, negotiation, execution and
delivery, and closing of this Amendment and all related documentation, including the fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect thereto.



     Section 2.5 Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto as separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
when taken together, shall constitute but one and the same agreement. A telecopy, pdf or similar
electronic file of any such executed counterpart shall be deemed valid and may be relied upon as an
original.



     Section 2.6 Effect; Ratification.




	 	(a)	 	Except as specifically set forth above, the Loan Agreement and
the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
	 
	 	(b)	 	The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the
Administrative Agent or any Lender under the Loan Agreement or any other
Loan Document, nor constitute amendment of any provision of the Loan
Agreement or any other Loan Document, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words
of similar import shall mean and be a reference to the Loan Agreement as
amended hereby.
	 
	 	(c)	 	Each Borrower acknowledges and agrees that the amendments set
forth herein are effective solely for the purposes set forth herein and that
the execution and delivery by the Administrative Agent, Issuing Bank and the
Required Lenders of this Amendment shall not be deemed (i) except as
expressly provided in this Amendment, to be a consent to any amendment,
waiver or modification of any term or condition of the Loan Agreement or of
any other Loan Document, (ii) to create a course of dealing or otherwise
obligate the Administrative Agent, Issuing Bank or Lenders to forbear,
waive, consent or execute similar amendments under the same or similar
circumstances in the future, or (iii) to amend, prejudice, relinquish or
impair any right of the Administrative Agent, Issuing Bank or Lenders to
receive any indemnity or similar payment from any Person or entity as a
result of any matter arising from or relating to this Amendment.





     Section 2.7 Reaffirmation. Each Borrower hereby acknowledges and reaffirms all of its
obligations and undertakings under each of the Loan Documents to which it is a party and
acknowledges and agrees that subsequent to, and after taking account of the provisions of this
Amendment, each such Loan Document is and shall remain in full force and effect in accordance with
the terms thereof.



     Section 2.8 No Oral Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     Section 2.9 GOVERNING LAW. THIS AMENDMENT, UNLESS OTHERWISE SPECIFIED, SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW
PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).



[Signature Pages Follow]




     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first written above.



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	 	BORROWERS :



COOPER TIRE & RUBBER COMPANY

 	 
	 	By:  	/s/ C. F. Nagy
 	 
	 	 	Name:  	C.F. Nagy  	 
	 	 	Title:  	Assistant Treasurer 	 
	 	 	 
	 	By:  	     /s/ Bradley E. Hughes
 	 
	 	 	Name:  	Bradley E. Hughes  	 
	 	 	Title:  	Vice President & Chief Financial Officer 	 
	 
	 	MAX-TRAC TIRE CO., INC.

 	 
	 	By:  	/s/ C. F. Nagy
 	 
	 	 	Name:  	C.F. Nagy  	 
	 	 	Title:  	Assistant Treasurer 	 
	 	 	 
	 	By:  	     /s/ Donald P. Ingols
 	 
	 	 	Name:  	Donald P. Ingols  	 
	 	 	Title:  	Vice President 	 
	 
	 	LENDERS :



BANK OF AMERICA, N.A.,

as Administrative Agent, Issuing Bank and a Lender

 	 
	 	By:  	/s/ Charles Fairchild
 	 
	 	 	Name:  	Charles Fairchild  	 
	 	 	Title:  	Officer 	 
	 
	 	PNC BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Thomas L. Humbyrd
 	 
	 	 	Name:  	Thomas L. Humbyrd  	 
	 	 	Title:  	Vice President 	 
	 
	 	JP MORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Adam Endsley
 	 
	 	 	Name:  	Adam Endsley  	 
	 	 	Title:  	Vice President 	 
	 
	 	FIFTH THIRD BANK, as a Lender

 	 
	 	By:  	/s/ Brian Jelinski
 	 
	 	 	Name:  	Brian Jelinski  	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	KEY BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Robert R. Conrad, Jr.
 	 
	 	 	Name:  	Robert R. Conrad, Jr.  	 
	 	 	Title:  	Senior Vice President 	 



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