Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - COOPER TIRE & RUBBER CO | ctb-03312017xex32.htm |
| EX-31.2 - EXHIBIT 31.2 - COOPER TIRE & RUBBER CO | ctb-03312017xex312.htm |
| EX-31.1 - EXHIBIT 31.1 - COOPER TIRE & RUBBER CO | ctb-03312017xex311.htm |
| 10-Q - 10-Q - COOPER TIRE & RUBBER CO | ctb-03312017x10q.htm |
EXECUTION VERSION
721626405 01832020
[COOPER]
NINTH AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT (this “Amendment”), dated as of February 8, 2017, is entered into
among COOPER RECEIVABLES LLC (the “Seller”), COOPER TIRE & RUBBER
COMPANY (the “Servicer”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as
Administrator, as LC Participant, as LC Bank, as a Related Committed Purchaser 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. Amendment to the Agreement. The Agreement is hereby amended by
amending the definition of “Minimum Usage Amount” set forth in Exhibit I by replacing the
dollar amount “$30,000,000” where it appears therein with the dollar amount “$0” therefor.
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.
721626405 01832020 - 2 -
(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.
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 the Administrator’s receipt of counterparts of this Amendment, duly executed by
each of the parties hereto.
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. Severability. If any one or more of the agreements, provisions or terms of
this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such
agreements, provisions or terms shall be deemed severable from the remaining agreements,
provisions and terms of this Amendment and shall in no way affect the validity or enforceability
of the provisions of this Amendment or the Agreement.
SECTION 9. 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]
