[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 agreeme
