[COOPER] FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT

[COOPER]

FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this " Amendment "), dated as of November 30, 2006, is entered into among COOPER RECEIVABLES LLC (the " Seller "), COOPER TIRE & RUBBER COMPANY (the " Servicer "), MARKET STREET FUNDING LLC, as Related Committed Purchaser and as Conduit Purchaser and PNC BANK, NATIONAL ASSOCIATION, as administrator (the " Administrator ") and as Purchaser Agent for the Market Street Purchaser Group.

RECITALS

1. The parties hereto are parties to the Receivables Purchase Agreement, dated as of August 30, 2006 (as amended, amended and 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. Amendment to the Agreement . Clause (m) of Exhibit V to the Agreement is hereby amended and restated in its entirety to read as follows:

• Cooper Tire or any of its respective Subsidiaries shall breach, default on or fail to comply with the covenant set forth in Section 5.1 (titled "Percentage of Consolidated Indebtedness to Consolidated Capitalization") of that certain Amended and Restated Credit Agreement, dated as of September 1, 2000, among Cooper Tire, as borrower thereunder, the lenders from time to time thereto, PNC as the agent for the lenders thereunder, as such agreement has been amended, modified, waived or supplemented through the Closing Date, and without giving effect to any future amendment, modification, waiver or supplement thereto (whether or not consented to or waived by the required parties thereunder) unless PNC has given its affirmative consent thereto, as agent thereunder; provided , however , that solely for purposes of this clause (m) , (x) the covenant in such Section 5.1 of such agreement shall be calculated without giving effect to any change in the unfunded post-retirement benefit liability and Consolidated Stockholder’s Equity resulting from FASB Statement No. 158, and (y) such Section 5.1 in such agreement, including any defined terms used, directly or indirectly, in such Section 5.1 of such agreement (as amended, modified, wa