Exhibit 10.1

 

 

COOPER TIRE & RUBBER COMPANY

and

MAX-TRAC TIRE CO., INC.,
as Borrowers

LOAN AND SECURITY AGREEMENT

Dated as of November 9, 2007

$200,000,000

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent

PNC BANK, NATIONAL ASSOCIATION,
as Syndication Agent,

BANC OF AMERICA SECURITIES LLC,
as Joint Lead Arranger and Joint Book Manager,

PNC CAPITAL MARKETS LLC,
as Joint Lead Arranger and Joint Book Manager

and

NATIONAL CITY BUSINESS CREDIT, INC.

and

JPMORGAN CHASE BANK, N.A. ,
as Co-Documentation Agents

 

 

TABLE OF CONTENTS

				Page
SECTION 1.		DEFINITIONS; RULES OF CONSTRUCTION			1
1.1.		Definitions			1
1.2.		Accounting Terms			23
1.3.		Uniform Commercial Code			24
1.4.		Certain Matters of Construction			24
SECTION 2.		CREDIT FACILITIES			24
2.1.		Revolver Commitment			24
2.2.		Letter of Credit Facility			26
2.3.		Facility Increase			28
SECTION 3.		INTEREST, FEES AND CHARGES			29
3.1.		Interest			29
3.2.		Fees			31
3.3.		Computation of Interest, Fees, Yield Protection			32
3.4.		Reimbursement Obligations			32
3.5.		Illegality			32
3.6.		Inability to Determine Rates			32
3.7.		Increased Costs; Capital Adequacy			33
3.8.		Mitigation			34
3.9.		Funding Losses			34
3.10.		Maximum Interest			34
SECTION 4.		LOAN ADMINISTRATION			35
4.1.		Manner of Borrowing and Funding Loans			35
4.2.		Defaulting Lender			36
4.3.		Number and Amount of LIBOR Loans; Determination of Rate			37
4.4.		Borrower Agent			37
4.5.		One Obligation			37
4.6.		Effect of Termination			37
SECTION 5.		PAYMENTS			38
5.1.		General Payment Provisions			38
5.2.		Repayment of Loans			38
5.3.		Payment of Other Obligations			38
5.4.		Marshaling; Payments Set Aside			38
5.5.		Post-Default Allocation of Payments			38
5.6.		Application of Payments			39
5.7.		Loan Account; Account Stated			40
5.8.		Taxes			40
5.9.		Foreign Lenders			41

				Page
5.10.		Nature and Extent of Each Borrower's Liability			41
SECTION 6.		CONDITIONS PRECEDENT			44
6.1.		Conditions Precedent to Initial Loans			44
6.2.		Conditions Precedent to All Credit Extensions			45
6.3.		Limited Waiver of Conditions Precedent			46
SECTION 7.		COLLATERAL			46
7.1.		Grant of Security Interest			46
7.2.		Lien on Deposit Accounts; Cash Collateral			47
7.3.		Other Collateral			47
7.4.		No Assumption of Liability			48
7.5.		Further Assurances			48
SECTION 8.		COLLATERAL ADMINISTRATION			48
8.1.		Borrowing Base Certificates			48
8.2.		Administration of Accounts			48
8.3.		Administration of Inventory			49
8.4.		Administration of Deposit Accounts			50
8.5.		General Provisions			50
8.6.		Power of Attorney			51
SECTION 9.		REPRESENTATIONS AND WARRANTIES			52
9.1.		General Representations and Warranties			52
9.2.		Complete Disclosure			57
SECTION 10.		COVENANTS AND CONTINUING AGREEMENTS			57
10.1.		Affirmative Covenants			57
10.2.		Negative Covenants			60
SECTION 11.		EVENTS OF DEFAULT; REMEDIES ON DEFAULT			65
11.1.		Events of Default			65
11.2.		Remedies upon Default			67
11.3.		Limited Conditional License for Intellectual Property			68
11.4.		Setoff			69
11.5.		Remedies Cumulative; No Waiver			69
SECTION 12.		AGENT			70
12.1.		Appointment, Authority and Duties of Agent			70
12.2.		Agreements Regarding Collateral and Field Examination Reports			71
12.3.		Reliance By Agent			72
12.4.		Action Upon Default			72
12.5.		Ratable Sharing			72
12.6.		Indemnification of Agent Indemnitees			72
12.7.		Limitation on Responsibilities of Agent			73
12.8.		Successor Agent and Co-Agents			73
12.9.		Due Diligence and Non-Reliance			74

				Page
12.10.		Replacement of Certain Lenders			74
12.11.		Remittance of Payments and Collections			75
12.12.		Agent in its Individual Capacity			75
12.13.		Agent Titles			75
12.14.		No Third Party Beneficiaries			76
SECTION 13.		BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS			76
13.1.		Successors and Assigns			76
13.2.		Participations			76
13.3.		Assignments			77
SECTION 14.		MISCELLANEOUS			77
14.1.		Consents, Amendments and Waivers			77
14.2.		Indemnity			78
14.3.		Notices and Communications			79
14.4.		Performance of Borrowers' Obligations			79
14.5.		Credit Inquiries			80
14.6.		Severability			80
14.7.		Cumulative Effect; Conflict of Terms			80
14.8.		Counterparts			80
14.9.		Entire Agreement			80
14.10.		Relationship with Lenders			80
14.11.		No Advisory or Fiduciary Responsibility			80
14.12.		Confidentiality			81
14.13.		Certifications Regarding Indentures			82
14.14.		GOVERNING LAW			82
14.15.		Consent to Forum			82
14.16.		Waivers by Borrowers			82
14.17.		Patriot Act Notice			83

LOAN AND SECURITY AGREEMENT

      THIS LOAN AND SECURITY AGREEMENT is dated as of November 9, 2007, 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 ”), the financial institutions party to this Agreement from time to time as lenders (collectively, “ Lenders ”), BANK OF AMERICA, N.A. , a national banking association, as administrative agent (in such capacity, “ Administrative Agent ”) for the Lenders and collateral agent (in such capacity, “ Collateral Agent ”) for the Lenders and other Secured Parties, PNC Bank, National Association, a national banking association, as syndication agent (“ Syndication Agent ”), Banc of America Securities LLC and PNC Capital Markets LLC, as joint book managers (in such capacity, “ Joint Book Managers ”) and joint lead arrangers (in such capacity, “ Joint Lead Arrangers ”).

RECITALS:

     Borrowers have requested that Lenders provide a credit facility to Borrowers to finance their mutual and collective business enterprise. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

      NOW, THEREFORE , for valuable consideration hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

      1.1. Definitions . As used herein, the following terms have the meanings set forth below:

      Account : as applied to a Borrower, means an account as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

      Account Debtor : a Person who is obligated under an Account, Chattel Paper or General Intangible.

      Accounts Formula Amount : 85% of the Value of Eligible Accounts.

      Acquisition : with respect to any Person, any transaction or series of related transactions for the direct or indirect (whether by purchase, lease, exchange, issuance of Equity Interests or other equity or debt securities, merger, reorganization or any other method) (a) acquisition by such Person of any other Person, which acquired Person shall then become consolidated with the acquiring Person in accordance with GAAP, or (b) acquisition by such Person of all or any substantial part of the assets of any other Person or any division or line of business of any other Person.

      Affiliate : with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to

exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have correlative meanings.

      Agent : Administrative Agent and Collateral Agent.

      Agent Indemnitees : Agent and its officers, directors, employees, Affiliates, agents and attorneys.

      Agent Professionals : attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

      Allocable Amount : as defined in Section 5.10.3 .

      Anti-Terrorism Laws : any laws relating to terrorism or money laundering, including the Patriot Act.

      Applicable Law : all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

      Applicable Margin : with respect to any Type of Loan, the margin set forth below, as determined by Average Availability (defined below) for the last Fiscal Quarter:

Until the end of the second full Fiscal Quarter following the Closing Date, margins shall be determined as if Level III were applicable. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 8.1 of the first Borrowing Base Certificate for each Fiscal Quarter, which change shall be effective as of the first day of such Fiscal Quarter. If, by the fifteenth day of a Fiscal Quarter, the first Borrowing Base Certificate for such Fiscal Quarter has not been received, then the margins shall be determined as if Level I were applicable, from such day until the first day of the calendar month following actual receipt.

      Appraisal Trigger Date : as defined in Section 10.1.1(b) .

      Approved Fund : any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

      Asset Disposition : a sale, lease, license, consignment, transfer or other disposition of Property of a Borrower, including a disposition of Property in connection with a sale-leaseback transaction or synthetic lease.

      Assignment and Acceptance : an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit B .

      Availability : the Borrowing Base minus the principal balance of all Loans.

      Availability Block : $15,000,000.

      Availability Reserve : the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the LC Reserve; (d) the Bank Product Reserve; (e) all accrued Royalties, whether or not then due and payable by a Borrower; (f) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the Availability Block; and (h) such additional reserves, in such amounts and with respect to such matters, as are customary in similar asset-based financing facilities as Agent in its Credit Judgment may elect to impose from time to time.

      Availability Test : any time when (a) no Default or Event of Default exists and (b) as of the date of the proposed transaction, both immediately before and after giving effect thereto, Availability is greater than $30,000,000.

      Average Availability : for any period, an amount equal to the sum of the actual amount of Availability on each day during such period, as calculated by Agent, divided by the number of days in such period, a copy of which calculation in reasonable detail shall be provided by Agent as soon as practicable to Borrower Agent upon request.

      Bank of America : Bank of America, N.A., a national banking association, and its successors and assigns.

      Bank of America Indemnitees : Bank of America and its officers, directors, employees, Affiliates, agents and attorneys.

      Bank Product : any of the following products, services or facilities extended to any Borrower by any Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Borrower, other than Letters of Credit; provided , however , that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.5.1 , the applicable Secured Party and Borrower must have previously provided written notice to Agent of (i) the existence of such Bank Product, (ii) the maximum dollar amount of obligations arising thereunder to be included as a Bank Product Reserve (“ Bank Product Amount ”), and (iii) the methodology to be used by such parties in determining the Bank Product Debt owing from time to time. The Bank Product Amount may be changed from time to time upon written notice to Agent by the Secured Party and Borrower. No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve in such amount would cause an Overadvance.

      Bank Product Amount : as defined in the definition of Bank Product.

      Bank Product Debt : Debt and other obligations of a Borrower relating to Bank Products.

      Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its discretion in respect of Bank Product Debt.

      Bankruptcy Code : Title 11 of the United States Code.

      Base Rate : the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is a rate set by Bank of America based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

      Base Rate Loan : any Loan that bears interest based on the Base Rate.

      Board of Governors : the Board of Governors of the Federal Reserve System.

      Borrowed Money : with respect to any Borrower, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Borrower, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit, surety bonds or similar agreements or arrangements; (d) arises from cash pooling or similar arrangements and (e) guaranties of any Debt of the foregoing types owing by another Person.

      Borrower Agent : as defined in Section 4.4 .

      Borrowing : a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

      Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Revolver Commitments, minus the LC Reserve, minus the Availability Block; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve.

      Borrowing Base Certificate : a certificate, in the form of Exhibit D , by which Borrowers certify calculation of the Borrowing Base.

      Business Day : any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, Ohio, Wisconsin, North Carolina or New York, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.

      Capital Expenditures : all liabilities incurred, expenditures made or payments due (whether or not made) by a Borrower or Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year, including the principal portion of Capital Leases.

      Capital Lease : any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

      Cash Collateral : cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations.

      Cash Collateral Account : a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

      Cash Collateralize : the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “ Cash Collateralization ” has a correlative meaning.

      Cash Equivalents : (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

      Cash Management Services : any services provided from time to time by any Lender or any of its Affiliates to any Borrower in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

      CERCLA : the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).

      Change in Law : the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in

the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

      Change of Control : (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than employee or retiree benefit plans or trusts sponsored or established by Cooper or any Borrower is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 35% or more of the Equity Interests of Cooper; (b) a change in the majority of directors of Cooper, unless approved by the then majority of directors; or (c) all or substantially all of a Borrower’s assets are sold or transferred, other than sale or transfer to another Borrower.

      Claims : all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Borrower to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

      Closing Date : as defined in Section 6.1 .

      Code : the Internal Revenue Code of 1986.

      Collateral : all Property described in Section 7.1 , all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations, excluding Accounts, General Intangibles, Chattel Paper, Payment Intangibles and Supporting Obligations relating to any of the foregoing, in each case solely to the extent sold, purportedly sold (but recharacterized as financed), transferred, assigned, contributed or otherwise conveyed to the Receivables Securitization Facility.

      Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4 ; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2 .

      Compliance Certificate : a certificate, in the form of Exhibit E and covering such other matters as the Agent may request.

      Contingent Obligation : any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“ primary obligations ”) of another obligor (“ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-

making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

      Credit Judgment : Agent’s judgment exercised in good faith, based upon its consideration of any factor that it believes (a) could adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Borrower is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving a Borrower; or (d) creates or could result in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the credit risk of lending to Borrowers on the security of the Collateral.

      CWA : the Clean Water Act (33 U.S.C. §§ 1251 et seq .).

      Debt : as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; (d) obligations of such Person (whether contingent or otherwise) in respect of surety bonds or similar agreements or arrangements; (e) obligations in respect of cash pooling or similar arrangements and (f) in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer.

      Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

      Default Rate : for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

      Deposit Account Control Agreements : the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account listed on Schedule 8.2.4, except RPA Blocked Accounts, for a Borrower, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

      Distribution : any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any distribution, advance or repayment of Debt to a holder of Equity Interests; or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest.

      Dollars : lawful money of the United States.

      Dominion Account : a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes.

      EBITDA : determined on a consolidated basis for Borrowers and Subsidiaries, net income, calculated before interest expense, provision for income taxes, depreciation and amortization expense, gains or losses arising from the sale of capital assets, gains arising from the write-up of assets, and any extraordinary gains (in each case, to the extent included in determining net income).

      Eligible Account : an Account owing to Max-Trac that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its discretion, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 120 days after the original invoice date; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by any Account Debtor or group of affiliated Account Debtors, it exceeds 15% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor or group of Affiliated Account Debtors from time to time); (d) it does not conform to the representations and warranties set forth in Section 9.1.7 hereof; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof) of which the applicable Borrower has knowledge; (f) an Insolvency Proceeding has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, or is not Solvent; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada; (h) it is owing by a Government Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien; (j) the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended, the Account Debtor has made a partial payment, or it arises from a sale on a cash-on-delivery basis; (m) it arises from a sale to an Affiliate, or from a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis; (n) it represents a progress billing or retainage; (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; or (p) it arises from a retail sale to a Person who is purchasing for personal, family or household purposes. In calculating

delinquent portions of Accounts under clauses (a) and (b), credit balances more than 90 days old will be excluded.

      Eligible Assignee : a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which approval by (i) Agent shall not be unreasonably withheld or delayed and (ii) by Borrower Agent shall not be unreasonably withheld or delayed and shall be deemed given if no objection is made within two Business Days after notice of the proposed assignment), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion (approval of any such Person by Agent not to be unreasonably withheld or delayed).

      Eligible Finished Goods Inventory : Eligible Inventory that is domestic finished goods.

      Eligible Inventory : Inventory owned by a Borrower that Agent, in its discretion, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods, raw materials or work-in-process, and not packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies and is not subject to an Account (regardless of whether such Account has been or is to be sold pursuant to the Receivables Securitization Facility and not subject to an Account); (b) is not held on consignment, nor subject to any deposit or downpayment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien; (h) is within the continental United States, is not in transit except between locations of Borrowers, is not consigned to any Person and is not sold on approval; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is not subject to a third party’s trademark or other proprietary right, unless Agent is satisfied that it could sell the inventory on satisfactory terms in a default; and (m) is reflected in the details of a current perpetual inventory report.

      Eligible Raw Materials Inventory : Eligible Inventory that is domestic raw materials Inventory.

      Eligible Work-in-Process Inventory : Eligible Inventory that is domestic work-in-process Inventory.

      Enforcement Action : any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

      Environmental Laws : all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies), relating to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA.

      Environmental Notice : a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

      Environmental Release : a release as defined in CERCLA or under any other Environmental Law.

      Equity Interest : the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.

      ERISA : the Employee Retirement Income Security Act of 1974.

      ERISA Affiliate : any trade or business (whether or not incorporated) under common control with a Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

      ERISA Event : (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the failure by any Borrower or ERISA Affiliate to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or ERISA Affiliate.

      Event of Default : as defined in Section 11 .

      Exchange Act : the Securities Exchange Act of 1934.

      Excluded Tax : with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; and (b) in the case of a Foreign Lender, any withholding tax attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.9 , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax.

      Existing Indenture : that certain Indenture dated as of March 17, 1997 between Cooper and The Chase Manhattan Bank, as trustee.

      Existing Senior Unsecured Notes : those notes evidencing Cooper’s obligations under the Existing Indenture.

      Extraordinary Expenses : all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of a Borrower, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Borrower, any representative of creditors of a Borrower or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Borrower or independent contractors in liquidating any Collateral, and travel expenses.

      Facility : as defined in Section 2.

      Facility Increase : as defined in Section 2.3.

      Facility Increase Amount : as defined in Section 2.3.

      Facility Increase Effective Date : as defined in Section 2.3.

      Fee Letter : the fee letter agreement between Agent and Borrowers.

      Fiscal Quarter : each period of three months, commencing on the first day of a Fiscal Year.

      Fiscal Year : the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on December 31 of each year.

      Fixed Charge Coverage Ratio : the ratio, determined on a consolidated basis for Borrowers and Subsidiaries for the most recent four Fiscal Quarters, of (a) EBITDA minus Capital Expenditures (except those financed with Borrowed Money other than Loans), to (b) Fixed Charges.

      Fixed Charges : the sum of cash interest paid, cash taxes paid, principal payments made on Borrowed Money, and Distributions made.

      FLSA : the Fair Labor Standards Act of 1938.

      Foreign Lender : any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or district thereof.

      Foreign Plan : any employee benefit plan or arrangement (a) maintained or contributed to by any Borrower or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Borrower or Subsidiary.

      Foreign Subsidiary : a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result in material tax liability to Borrowers.

      Full Payment : with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral); and (c) a release of any Claims of the Debtor against Agent, Lenders and Issuing Bank arising on or before the payment date. No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

      GAAP : generally accepted accounting principles in effect in the United States from time to time.

      Governmental Approvals : all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

      Governmental Authority : any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or

administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, or a foreign entity or government.

      Guarantor Payment : as defined in Section 5.10.3 .

      Hedging Agreement : an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

      Immaterial Subsidiary : each Subsidiary of a Borrower organized in a jurisdiction within the United States and that is not a Significant Subsidiary.

      Indemnified Taxes : Taxes other than Excluded Taxes.

      Indemnitees : Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

      Insolvency Proceeding : any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

      Intellectual Property : all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

      Intellectual Property Claim : any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

      Intercreditor Agreement : the Intercreditor Agreement of even date herewith, between PNC Bank, National Association and Agent, relating to the Receivables Securitization Facility.

      Interest Period : as defined in Section 3.1.3 .

      Inventory : as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business (but excluding Equipment).

      Inventory Formula Amount : (a) Until the Appraisal Trigger Date, the sum of (i) 40% of the Value of Eligible Raw Materials Inventory; plus (ii) 55% of the Value of Eligible Work-in-Process Inventory; plus (iii) 70% of the Value of Eligible Finished Goods Inventory and (b) from and after the Appraisal Trigger Date, the sum of (i) the lesser of (A) 40% of the Value of Eligible Raw Materials Inventory or (B) 85% of the NOLV Percentage of such Inventory; plus (ii) the lesser of (A) 55% of the Value of Eligible Work-in-Process Inventory and (B) 85% of the NOLV Percentage of such Inventory; plus (iii) the lesser of (A) 70% of the Value of Eligible Finished Goods Inventory and (B) 85% of the NOLV Percentage of such Inventory.

      Inventory Reserve : reserves established by Agent to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

      Investment : any acquisition of all or substantially all assets of a Person; any acquisition of record or beneficial ownership of any Equity Interests of a Person; or any loan, advance or other extension of credit, guarantee or credit support to or for the benefit of a Person; or capital contribution to or other investment in a Person. “Investment” shall also include any indirect loan or extension of credit to a Subsidiary through any cash pooling arrangement in which a Person Participates.

      IRS : the United States Internal Revenue Service.

      Issuing Bank : Bank of America or an Affiliate of Bank of America.

      Issuing Bank Indemnitees : Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.

      LC Application : an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to Issuing Bank.

      LC Conditions : the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in Section 6 ; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and, if no Loans are outstanding, the LC Obligations do not exceed the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation); (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Revolver Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the purpose and form of the proposed Letter of Credit is satisfactory to Agent and Issuing Bank in their discretion.

      LC Documents : all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.

      LC Obligations : the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.

      LC Request : a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to Agent and Issuing Bank.

      LC Reserve : the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if no Default or Event of Default exists, those constituting charges owing to the Issuing Bank.

      Lender Indemnitees : Lenders and their officers, directors, employees, Affiliates, agents and attorneys.

      Lenders : as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

      Lending Office : the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.

      Letter of Credit : any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower.

      Letter of Credit Subline : $30,000,000.

      LIBOR : for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded upward, if necessary, to the nearest 1/8th of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

      LIBOR Loan : a Loan that bears interest based on LIBOR.

      License : any license or agreement under which a Borrower is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

      Licensor : any Person from whom a Borrower obtains the right to use any Intellectual Property.

      Lien : any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

      Lien Waiver : an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

      Loan : a loan made pursuant to Section 2.1 , and any Swingline Loan, Overadvance Loan or Protective Advance.

      Loan Account : the loan account established by each Lender on its books pursuant to Section 5.7 .

      Loan Documents : this Agreement, Other Agreements and Security Documents.

      Loan Year : each calendar year commencing on the Closing Date and on each anniversary of the Closing Date.

      Margin Stock : as defined in Regulation U of the Board of Governors.

      Material Adverse Effect : the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, prospects or condition (financial or otherwise) of any Borrower, on the value of any material Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) impairs the ability of any Borrower to perform any obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.

      Material Contract : any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Borrower or Subsidiary, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that relates to Debt in an aggregate amount of $10,000,000 or more.

      Moody’s : Moody’s Investors Service, Inc., and its successors.

      Multiemployer Plan : any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or ERISA Affiliate makes or is obligated to make

contributions, or during the preceding five plan years, has made or been obligated to make contributions.

      Net Proceeds : with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.

      NOLV Percentage : the net orderly liquidation value of Inventory, expressed as a percentage of Value, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of Borrowers’ Inventory after the Appraisal Trigger Date performed by an appraiser and on terms satisfactory to Agent.

      Notes : each promissory note executed by Borrowers in favor of a Lender in the form of Exhibit A , which shall be in the amount of such Lender’s Commitment and shall evidence the Loans made by such Lender or other promissory note executed by a Borrower to evidence any Obligations.

      Notice of Borrowing : a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Loans, in form satisfactory to Agent.

      Notice of Conversion/Continuation : a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent.

      Notice of Facility Increase : as defined in Section 2.3.

      Obligations : all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Borrowers with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Borrowers under Loan Documents, (d) obligations of Borrowers under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and liabilities of any kind owing by Borrowers pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

      Offerees : as defined in Section 2.3.

      Ordinary Course of Business : the ordinary course of business of any Borrower or Subsidiary, consistent with past practices and undertaken in good faith.

      Organic Documents : with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

      OSHA : the Occupational Safety and Hazard Act of 1970.

      Other Agreement : each Note; LC Document; Fee Letter; Lien Waiver; Intercreditor Agreement; Borrowing Base Certificate, Compliance Certificate, financial statement or report delivered hereunder; or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by a Borrower or other Person to Agent or a Lender in connection with any transactions relating hereto.

      Other Taxes : all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

      Overadvance : as defined in Section 2.1.5 .

      Overadvance Loan : a Base Rate Loan made when an Overadvance exists or is caused by the funding thereof.

      Participant : as defined in Section 13.2 .

      Patriot Act : the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

      Payment Item : each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

      PBGC : the Pension Benefit Guaranty Corporation.

      Pension Plan : any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or ERISA Affiliate or to which the Borrower or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.

      Permitted Asset Disposition : as long as no Default or Event of Default exists and all Net Proceeds are remitted to Agent, an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (c) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from a Borrower’s default; (d)

a disposition by Cooper of all of its Equity Interests in Oliver Rubber Company, a California corporation; or (e) approved in writing by Agent and Required Lenders; provided that any Asset Disposition described in clauses (b) and (d) shall be for fair market value and 80% cash consideration.

      Permitted Contingent Obligations : Contingent Obligations (a) arising from indorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (f) arising from unsecured guarantees of Debt of a foreign Subsidiary incurred to finance such foreign Subsidiary’s operations; or (h) in an aggregate amount of $20,000,000 or less at any time.

      Permitted Lien : as defined in Section 10.2.2 .

      Permitted Purchase Money Debt : Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $20,000,000 at any time.

      Person : any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

      Plan : any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by a Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

      Pledge Agreement : the Pledge Agreement dated the date hereof, by Cooper and Collateral Agent.

      Pro Rata : with respect to any Lender, a percentage (carried out to the ninth decimal place) determined (a) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments; and (b) at any other time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate amount of all outstanding Loans and LC Obligations.

      Properly Contested : with respect to any obligation of a Borrower, (a) the obligation is subject to a bona fide dispute regarding amount or the Borrower’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Borrower; (e) no Lien is imposed on assets of the Borrower, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

      Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

      Protective Advances : as defined in Section 2.1.6 .

      Purchase and Sale Agreement : Purchase and Sale Agreement, dated as of August 30, 2006, between the Originators party thereto and Cooper Receivables LLC, as amended, modified, or supplemented through the Closing Date and from time to time thereafter to the extent permitted by subsection 10.1 thereof and Section 10.2.17 hereof.

      Purchase Money Debt : (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 30 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

      Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and the proceeds thereof and constituting a Capital Lease or a purchase money security interest under the UCC.

      RCRA : the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

      Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

      Receivables Accounts : any Accounts sold pursuant to the Receivables Securitization Facility.

      Receivables Purchase Agreement : Amended and Restated Receivables Purchase Agreement, dated as of September 14, 2007, among Cooper, Cooper Receivables LLC, the various Purchasers and Purchaser Agents from time to time party thereto and PNC Bank, National Association, as amended, modified, or supplemented through the Closing Date and from time to time thereafter to the extent permitted by subsection 6.1 thereof and Section 10.2.17 hereof.

      Receivables Securitization Facility : the $125,000,000 accounts receivable securitization facility provided for by (a) the Purchase and Sale Agreement, (b) the Receivables Purchase Agreement and (c) all documents, agreements, and instruments relating to either of the foregoing, in each case, as amended, modified, or supplemented through the Closing Date and from time to time thereafter to the extent permitted by subsection 10.1 of the Purchase and Sale Agreement, Section 6.1 of the Receivables Purchase Agreement and Section 10.2.17 hereof.

      Receivables Securitization Facility Subordinated Note : the Company Note dated August 30, 2006 executed by Cooper Receivables LLC in favor of Cooper.

      Refinancing Conditions : the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than, the Debt being extended, renewed or

refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default or Event of Default exists.

      Refinancing Debt : Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2. 1(c) or (e) .

      Reimbursement Date : as defined in Section 2.2.2 .

      Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by a Borrower to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver.

      Report : as defined in Section 12.2.3 .

      Reportable Event : any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

      Required Lenders : Lenders (subject to Section 4.2 ) having Revolver Commitments in excess of 50% of the aggregate Revolver Commitments.

      Reserve Percentage : the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

      Restricted Investment : any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that are subject to Agent’s Lien and control, pursuant to documentation in form and substance satisfactory to Agent; (c) loans and advances permitted under Section 10.2.6 ; (d) loans and advances that, when taken together with all loans and advances permitted under Section 10.2.6(d) , do not exceed $10,000,000 in the aggregate at any time outstanding; and (e) Investments in connection with the Receivables Securitization Facility.

      Restrictive Agreement : an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower or Subsidiary to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

      Revolver Commitment : for any Lender, its obligation to make Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1 , or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “ Revolver Commitments ” means the aggregate amount of such commitments of all Lenders.

      Revolver Credit Maximum Amount : $200,000,000, as such amount may be increased or reduced from time to time pursuant to the terms of this Agreement.

      Revolver Termination Date : ► November 9, 2012.

      Royalties : all royalties, fees, expense reimbursement and other amounts payable by a Borrower or its Subsidiaries or Affiliates under a License.

      RPA Blocked Accounts : blocked accounts established in connection with the Receivables Securitization Facility.

      S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

      Secured Parties : Agent, Issuing Bank, Lenders and providers of Bank Products.

      Security Documents : the Pledge Agreement, Deposit Account Control Agreements, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

      Senior Officer : the chief financial officer or treasurer of a Borrower.

      Settlement Report : a report delivered by Agent to Lenders summarizing the Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

      Significant Subsidiary : a “significant subsidiary” within the meaning of Regulation S-X promulgated under the Exchange Act and organized under any state of the United States of America.

      Solvent : as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “ Fair salable value ” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

      Subsidiary : any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers (including indirect ownership by a

Borrower through other entities in which the Borrower directly or indirectly owns 50% of the voting securities or Equity Interests).

      Swingline Loan : any Borrowing of Base Rate Loans funded with Agent’s funds, until such Borrowing is settled among Lenders pursuant to Section 4.1.3 .

      Taxes : all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

      Transferee : any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

      Trigger Period : the period (a) commencing on the day that an Event of Default occurs, or Availability is less than $10,000,000 at any time; and (b) continuing until, during the preceding 90 consecutive days, no Event of Default has existed and Availability has been greater than $10,000,000 at all times.

      Type : any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

      UCC : the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

      Unfunded Pension Liability : the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

      Upstream Payment : a Distribution by a Subsidiary of a Borrower to such Borrower.

      Value : (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

      1.2. Accounting Terms .  Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change and the change is disclosed to Agent.

      1.3. Uniform Commercial Code . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Investment Property,” “Letter-of-Credit Right,” “Payment Intangibles” and “Supporting Obligation.”

      1.4. Certain Matters of Construction . The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 14.3.1 ; or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.

SECTION 2. CREDIT FACILITIES

          Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Loan Documents, Lenders agree, severally and not jointly, to make a credit facility (the “ Facility ”) of up to the Revolving Credit Maximum Amount available upon Borrowers’ request therefor, as follows:

      2.1. Revolver Commitment .

          2.1.1. Loans . Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Loans to Borrowers from time to time through the Commitment Termination Date. The Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Loan if the unpaid balance of Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.

          2.1.2. Notes . The Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Note to such Lender.

          2.1.3. Use of Proceeds . The proceeds of Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; and (d) for working capital, capital expenditures and other lawful corporate purposes of Borrowers.

          2.1.4. Voluntary Reduction or Termination of Revolver Commitments .

          (a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 90 days prior written notice to Agent, Borrowers may, at their option, terminate the Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the termination date, Borrowers shall make Full Payment of all Obligations.

          (b) Borrowers may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender, upon at least 90 days prior written notice to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $25,000,000, or an increment of $1,000,000 in excess thereof.

          2.1.5. Overadvances . If the aggregate Loans exceed the Borrowing Base (“ Overadvance ”) or the aggregate Revolver Commitments at any time, the excess amount shall be payable by Borrowers on demand by Agent, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance, together with any Protective Advances, is not known by Agent to exceed 10% of the Borrowing Base; and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance (i) is not increased by more than $5,000,000, and (ii) does not continue for more than 30 consecutive days. In no event shall Overadvance Loans be required that would cause the outstanding Loans and LC Obligations to exceed the aggregate Revolver Commitments. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event

shall any Borrower be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

          2.1.6. Protective Advances . Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Loans (“ Protective Advances ”) (a) as long as the Overadvance, together with any Protective Advances, is not known by Agent to exceed 10% of the Borrowing Base, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Borrowers under any Loan Documents, including costs, fees and expenses. In no event shall Protective Advances be permitted to the extent they would cause the outstanding Loans and LC Obligations to exceed the aggregate Revolver Commitments. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

      2.2. Letter of Credit Facility .

          2.2.1. Issuance of Letters of Credit . Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

          (a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; and (ii) each LC Condition is satisfied. If Issuing Bank receives written notice from a Lender at least five Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

          (b) Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.

          (c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity,

sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

          (d) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

          2.2.2. Reimbursement; Participations .

          (a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“ Reimbursement Date ”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

          (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not

reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

          (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Borrower may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Borrower. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower.

          (d) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct. Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

          2.2.3. Cash Collateral . If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default exists, (b) that Availability is less than zero, (c) after the Commitment Termination Date, or (d) within 20 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit and pay to Issuing Bank the amount of all other LC Obligations. If Borrowers fail to provide Cash Collateral as required herein, Lenders may (and shall upon direction of Agent) advance, as Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

      2.3. Facility Increase . Borrowers may from time to time request an increase in the Revolver Credit Maximum Amount and the aggregate Revolver Commitments by an aggregate amount of up to $50,000,000 (each such increase, a “ Facility Increase ”). Each Facility Increase shall be made on notice given by any Borrower to Agent no later than 12:00 noon (Central time) 30 days prior to the date of the proposed Facility Increase. Each such notice (a “ Notice of Facility Increase ”) shall (i) specify the date of such proposed Facility Increase (the “ Facility

Increase Effective Date ”), (ii) specify the aggregate amount of such proposed Facility Increase, which shall be in an amount not less than $10,000,000 (the “ Facility Increase Amount ”), and (iii) certify that, (a) at such time, no Default or Event of Default shall have occurred and be continuing (provided that by accepting a requested Facility Increase, Borrower shall be deemed to have represented to Lenders that no Default or Event of Default shall have occurred and be continuing at the time the Facility Increase becomes effective) and (b) all representations and warranties shall be true and correct in all material respects immediately prior to and immediately after giving effect to, the incurrence of the Facility Increase. Agent shall give each Lender prompt notice of Agent’s receipt of a Notice of Facility Increase. Each Lender, in its sole and absolute discretion, may notify the Agent within ten Business Days after the Notice of Facility Increase whether or not it agrees to provide part of the Facility Increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. If the existing Lenders do not agree to the full amount of the Facility Increase, then the Agent may approach the existing Lenders to provide the Facility Increase, or, at Borrowers’ request, Agent shall invite such other financial institutions selected by Borrowers and reasonably acceptable to Agent to provide the Facility Increase and become Lenders (such existing Lenders and other financial institutions, the “ Offerees ”). Each Offeree shall have until 3:00 p.m. (Central time) on the fifth Business Day preceding the Facility Increase Effective Date to commit in writing to all or a portion of the Facility Increase. If the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase on any basis Agent determines appropriate in consultation with Borrower Agent. On the Facility Increase Effective Date, (A) each Offeree committing to a portion of such Facility Increase shall execute an assumption agreement satisfactory to Agent pursuant to which such Offeree agrees to be bound by the terms of this Agreement as a Lender, (B) the Revolver Credit Maximum Amount and the Revolver Commitments will be increased by the Facility Increase Amount in accordance with the allocations determined by Agent, and (C) each Lender, after giving effect to such Facility Increase, shall purchase or sell the Loans held by it from or to the other Lenders, as directed by Agent, such that after giving effect to such purchases and sales each Lender holds its ratable portion of the outstanding Loans. If the commitments of the Offerees in respect of such Facility Increase are less than the Facility Increase Amount, none of the Lenders shall have any obligation to commit to the uncommitted portion of such Facility Increase, and Borrowers may elect either to reduce the Facility Increase Amount accordingly or to terminate the request for a Facility Increase. Upon the effective date of any Facility Increase, Agent shall have received, if requested, opinion letters, promissory notes and such other agreements, documents and instruments reasonably requested by and reasonably satisfactory to Agent in its reasonable discretion evidencing and setting for the conditions of the Facility Increase. Notwithstanding the foregoing, no Facility Increase shall be effected unless the conditions set forth in Section 6.2 are satisfied on the Facility Increase Effective Date.

SECTION 3. INTEREST, FEES AND CHARGES

      3.1. Interest .

          3.1.1. Rates and Payment of Interest .

          (a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue.

          (b) During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, Obligations shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for this.

          (c) Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month and, for any LIBOR Loan, the last day of its Interest Period; provided , however , that if any Interest Period exceeds three month, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand .

          3.1.2. Application of LIBOR to Outstanding Loans .

          (a) Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

          (b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.

          3.1.3. Interest Periods . In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“ Interest Period ”) to apply, which interest period shall be one, two, three or six months; provided , however , that:

          (a) the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar month at its end;

          (b) if any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

          (c) no Interest Period shall extend beyond the Revolver Termination Date.

          3.1.4. Interest Rate Not Ascertainable . If Agent shall determine that on any date for determining LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

      3.2. Fees .

          3.2.1. Unused Line Fee . Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to 0.25% per annum times the amount by which the Revolver Commitments exceed the average daily balance of Loans and stated amount of Letters of Credit during any month. Such fee shall be payable in arrears, on the first day of each month for the preceding month and on the Commitment Termination Date.

          3.2.2. LC Facility Fees . Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of Letters of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter for the preceding Fiscal Quarter and on the Commitment Termination Date; (b) to Agent, for its own account, a fronting fee equal to 0.125% per annum on the stated amount of each Letter of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter for the preceding Fiscal Quarter and on the Commitment Termination Date; and (c) to Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum.

          3.2.3. Closing Fee . Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a closing fee in accordance with the terms of the fee letter among the Arrangers and the Borrowers, which shall be paid concurrently with the funding of the initial Loans hereunder.

          3.2.4. Agent Fees . In consideration of Agent’s syndication of the Commitments and service as Agent hereunder, Borrowers shall pay to Agent, for its own account, the fees described in the Fee Letter.

      3.3. Computation of Interest, Fees, Yield Protection . All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9 , submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.

      3.4. Reimbursement Obligations . Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b) , each inspection, audit or appraisal with respect to any Borrower or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their billed rates. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due on demand .

      3.5. Illegality . If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

      3.6. Inability to Determine Rates . If Required Lenders notify Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR

Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Lender. Thereafter, the obligation of Lenders to make or maintain LIBOR Loans shall be suspended until Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan.

      3.7. Increased Costs; Capital Adequacy .

          3.7.1. Change in Law . If any Change in Law shall:

          (a) impose modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or Issuing Bank;

          (b) subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.8 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or

          (c) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in LC Obligations;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

          3.7.2. Capital Adequacy . If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change

in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

          3.7.3. Compensation . Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

      3.8. Mitigation . If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7 , or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.8 , then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable in the future, as applicable; and (b) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrowers agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

      3.9. Funding Losses . If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) Borrowers fail to repay a LIBOR Loan when required hereunder, then Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including loss of anticipated profits and any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans.

      3.10. Maximum Interest . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“ maximum rate ”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an

expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 4. LOAN ADMINISTRATION

      4.1. Manner of Borrowing and Funding Loans .

          4.1.1. Notice of Borrowing .

          (a) Whenever Borrowers desire funding of a Borrowing of Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified).

          (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Loans on the due date, in the amount of such Obligations. The proceeds of such Loans shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates.

          4.1.2. Fundings by Lenders . Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 12:00 noon on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Loans as directed by Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share of any Borrowing is not in fact received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to such Borrowing.

          4.1.3. Swingline Loans; Settlement .

          (a) Agent may, but shall not be obligated to, advance Swingline Loans to Borrowers, up to an aggregate outstanding amount of $15,000,000, unless the funding is specifically required to be made by all Lenders hereunder. Each Swingline Loan shall constitute a Loan for all purposes, except that payments thereon shall be made to Agent for its own account. The obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of Agent and need not be evidenced by any promissory note.

          (b) To facilitate administration of the Loans, Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Loans may take place periodically on a date determined from time to time by Agent, which shall occur at least once each week. On each settlement date, settlement shall be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in its discretion apply payments on Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan and shall transfer the amount of such participation to Agent, in immediately available funds, within one Business Day after Agent’s request therefor.

          4.1.4. Notices . Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers based on telephonic or e-mailed instructions. Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

      4.2. Defaulting Lender . If a Lender fails to make any payment to Agent that is required hereunder, Agent may (but shall not be required to), in its discretion, retain payments that would otherwise be made to such defaulting Lender hereunder, apply the payments to such Lender’s defaulted obligations or readvance the funds to Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan or to make a payment in respect of a LC Obligation shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for default by another Lender. Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of determining a defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

      4.3. Number and Amount of LIBOR Loans; Determination of Rate . No more than 5 Borrowings of LIBOR Loans may be outstanding at any time, and each Borrowing of LIBOR Loans when made shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.

      4.4. Borrower Agent . Each Borrower hereby designates Cooper (“ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of such Borrower. Each of Agent, Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

      4.5. One Obligation . The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

      4.6. Effect of Termination . On the effective date of any termination of the Commitments, all Obligations shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, only with the consent of Agent, any Cash Management Services). All undertakings of Borrowers contained in the Loan Documents shall survive any termination, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations. Notwithstanding Full Payment of the Obligations, Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Agent receives (a) a written agreement, executed by Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying Agent and Lenders from any such damages; or (b) such Cash Collateral as Agent, in its discretion, deems necessary to protect against any such damages. The provisions of Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.4, 5.8, 12, 14.2 and this Section, and the obligation of each Borrower and Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility.

SECTION 5. PAYMENTS

      5.1. General Payment Provisions . All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 1:00 noon on the due date. Any payment after such time shall be deemed made on the next Business Day. If any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation of interest and fees. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9 . Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans; provided, however, that as long as no Event of Default exists, prepayments of LIBOR Loans may, at the option of Borrowers and Agent, be held by Agent as Cash Collateral and applied to such Loans at the end of their Interest Periods.

      5.2. Repayment of Loans . Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Loans may be prepaid from time to time, without penalty or premium. If any Asset Disposition results in an Overadvance, Borrowers shall apply such portion of the Net Proceeds of such Asset Disposition to the Loans in order to eliminate the Overadvance. Upon the occurrence of a Default or Event of Default, Borrowers shall apply all Net Proceeds from Asset Dispositions to the Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Loans in an amount sufficient to reduce the principal balance of Loans to the Borrowing Base.

      5.3. Payment of Other Obligations . Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand .

      5.4. Marshaling; Payments Set Aside . None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Borrower or against any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or Agent, Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

      5.5. Post-Default Allocation of Payments .

          5.5.1. Allocation . Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Borrowers, realization on Collateral, setoff or otherwise, shall be allocated as follows:

          (a) first , to all costs and expenses, including Extraordinary Expenses, owing to Agent;

          (b) second , to all amounts owing to Agent on Swingline Loans;

          (c) third , to all amounts owing to Issuing Bank on LC Obligations;

          (d) fourth , to all Obligations constituting fees (excluding amounts relating to Bank Products);

          (e) fifth , to all Obligations constituting interest (excluding amounts relating to Bank Products);

          (f) sixth , to provide Cash Collateral for outstanding Letters of Credit;

          (g) seventh , to all other Obligations, other than Bank Product Debt; and

          (h) last , to Bank Product Debt.

Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Borrower. This Section is not for the benefit of or enforceable by any Borrower.

          5.5.2. Erroneous Application . Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

      5.6. Application of Payments . The ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day, during any Trigger Period. If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists. Each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds, and agrees that Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable, notwithstanding any entry by Agent in its records.

      5.7. Loan Account; Account Stated .

          5.7.1. Loan Account . Agent shall maintain in accordance with its usual and customary practices an account or accounts (“ Loan Account ”) evidencing the Debt of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any failure of Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Agent may maintain a single Loan Account in the name of Borrower Agent, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.

          5.7.2. Entries Binding . Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

      5.8. Taxes .

          5.8.1. Payments Free of Taxes . Any and all payments by any Borrower on account of any Obligations shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if a Borrower shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made; (b) the Borrower shall make such deductions; and (c) Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities.

          5.8.2. Payment . Borrowers shall indemnify, hold harmless and reimburse Agent, Lenders and Issuing Bank, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, any Lender or Issuing Bank with respect to any Obligations, Letters of Credit or Loan Documents, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower Agent by a Lender or Issuing Bank (with a copy to Agent), or by Agent, shall be conclusive absent manifest error. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt issued by the Governmental Authority evidencing such payment or other evidence of payment satisfactory to Agent.

      5.9. Foreign Lenders .

          5.9.1. Exemption . Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments under any Loan Document shall deliver to Agent and Borrower Agent, at the time or times prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Agent or Borrower Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent as will enable Agent and Borrower Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

          5.9.2. Documentation . Without limiting the generality of the foregoing, if a Borrower is resident for tax purposes in the United States, a Foreign Lender shall deliver to Agent and Borrower Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder (and from time to time thereafter upon the request of Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), (a) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) duly completed copies of IRS Form W-8ECI; (c) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (i) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, and (ii) duly completed copies of IRS Form W-8BEN; or (d) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding tax, duly completed together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrowers to determine the withholding or deduction required to be made.

           5.10. Nature and Extent of Each Borrower’s Liability .

          5.10.1. Joint and Several Liability . Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Borrower is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the

absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Borrower; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Borrower for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.

     5.10.2. Waivers .

          (a) Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Borrower, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of all Obligations. It is agreed among each Borrower, Agent and Lenders that the provisions of this Section 5.10 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

          (b) Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Section 5.10 . If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Agent may bid all or a portion of the Obligations at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.10 , notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

          5.10.3. Extent of Liability; Contribution .

          (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.10 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

          (b) If any Borrower makes a payment under this Section 5.10 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “ Guarantor Payment ”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “ Allocable Amount ” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.10 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

          (c) Nothing contained in this Section 5.10 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder. Agent and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of such Loans and Letters of Credit to such Borrower.

          5.10.4. Joint Enterprise . Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease the administration of their relationship with Lenders, all to the mutual advantage of Borrowers. Borrowers acknowledge and agree that Agent’s and Lenders’ willingness to extend credit to Borrowers and to administer the Collateral on a combined basis, as set forth herein, is done solely as an accommodation to Borrowers and at Borrowers’ request.

          5.10.5. Subordination . Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Borrower, howsoever arising, to the Full Payment of all Obligations.

SECTION 6. CONDITIONS PRECEDENT

      6.1. Conditions Precedent to Initial Loans . In addition to the conditions set forth in Section 6.2 , Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“ Closing Date ”) that each of the following conditions has been satisfied:

          (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Borrower shall be in compliance with all terms thereof.

          (b) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.

          (c) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.

          (d) Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.

          (e) Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying as to (i) such Borrower’s Organic Documents; (ii) resolutions authorizing execution and delivery of the Loan Documents; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower in writing.

          (f) Agent shall have received a written opinion of Shumaker, Loop & Kendrick, LLP, as well as any local counsel to Borrowers or Agent, in form and substance satisfactory to Agent concerning enforceability under the laws of the State of New York and other customary matters (including, without limitation, no conflicts with the Existing Indenture, the Purchase and Sale Agreement, Receivables Purchase Agreement and other contracts) as well as opinions under the laws of the State of Ohio and the State of Delaware as to organization, existence, good standing, perfection and validity of security interests, and other customary matters (including, without limitation, no conflicts with the Existing Indenture, the Purchase and Sale Agreement, Receivables Purchase Agreement and other contracts).

          (g) Agent shall have received copies of the charter documents of each Borrower, certified by the Secretary of State or other appropriate official of such Borrower’s jurisdiction of organization. Agent shall have received good standing certificates for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower’s

jurisdiction of organization and each jurisdiction where such Borrower’s conduct of business or ownership of Property necessitates qualification.

          (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.

          (i) Agent shall have completed its business, financial and legal due diligence of Borrowers, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Borrower or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2006.

          (j) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date.

          (k) Agent shall have received a Borrowing Base Certificate prepared as of September 30, 2007. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $100,000,000.

          (l) Agent shall have received, each in form and substance satisfactory to them, (a) 5 year projections of Borrowers and Subsidiaries, dated as of the Closing Date, which balance sheet shall reflect no material adverse changes from the most recent pro forma balance sheet of the Borrowers previously delivered to Agent and (b) interim financial statements for Borrowers as of a date no more than 45 days prior to the Closing Date.

          (m) Agent shall have received an executed copy of the Intercreditor Agreement in form and substance acceptable to Agent and Cooper.

      6.2. Conditions Precedent to All Credit Extensions . Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:

          (a) No Default or event described in Section 11.1(a) — (n) shall exist at the time of, or result from, such funding, issuance or grant, regardless of whether or not the existence of the event is deemed an Event of Default;

          (b) The representations and warranties of each Borrower in the Loan Documents shall be true and correct on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date);

          (c) All conditions precedent in any other Loan Document shall be satisfied;

          (d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect; and

          (e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied.

Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it deems appropriate in connection therewith.

      6.3. Limited Waiver of Conditions Precedent .   If Agent, Issuing Bank or Lenders fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of Agent, Issuing Bank and Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding, issuance or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

SECTION 7. COLLATERAL

      7.1. Grant of Security Interest .   To secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of the following Property of such Borrower, whether now owned or hereafter acquired, and wherever located:

          (a) all Accounts, excluding Accounts sold to the Receivables Securitization Facility and excluding all Accounts owed by The Pep Boys — Manny, Moe & Jack;

          (b) all Inventory;

          (c) all Deposit Accounts of the Borrowers;

          (d) all Chattel Paper arising from the sale of Inventory, excluding Chattel Paper to the extent sold, purportedly sold (but recharacterized as financed), transferred, assigned, contributed or otherwise conveyed to the Receivables Securitization Facility;

          (e) all Payment Intangibles arising from the sale of Inventory, excluding Payment Intangibles to the extent sold, purportedly sold (but recharacterized as financed), transferred, assigned, contributed or otherwise conveyed to the Receivables Securitization Facility;

          (f) the Receivables Securitization Facility Subordinated Note;

          (g) the membership interests of Cooper Receivables LLC;

          (h) all Documents relating to any of the foregoing;

          (i) all Supporting Obligations relating to any of the foregoing;

          (j) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and

          (k) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

      7.2. Lien on Deposit Accounts; Cash Collateral .

          7.2.1. Deposit Accounts . To further secure the prompt payment and performance of all Obligations, each Borrower hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Borrower, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept, but excluding any RPA Blocked Accounts. Each Borrower shall authorize and direct each bank or other depository to deliver to Agent (following notice to such banks and other depositories delivered by Agent of a Default or Event of Default), on a daily basis, all balances in each Deposit Account maintained by such Borrower with such depository for application to the Obligations then outstanding. Each Borrower irrevocably appoints Agent as such Borrower’s attorney-in-fact to collect such balances to the extent any such delivery is not so made. Cooper shall at all times cause the collections from all RPA Blocked Accounts to be swept daily (except Canadian Accounts) to a Deposit Account of Cooper that is subject to the foregoing requirements.

          7.2.2. Cash Collateral . Any Cash Collateral may be invested, at Agent’s discretion, in Cash Equivalents, but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Borrower, and shall have no responsibility for any investment or loss. Each Borrower hereby grants to Agent, for the benefit of Secured Parties, a security interest in all Cash Collateral held from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in a Cash Collateral Account or elsewhere. Agent may apply Cash Collateral to the payment of any Obligations, in such order as Agent may elect, as they become due and payable. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent. No Borrower or other Person claiming through or on behalf of any Borrower shall have any right to any Cash Collateral, until Full Payment of all Obligations.

      7.3. Other Collateral . By the fifteenth day of each Fiscal Quarter of Borrowers, Borrowers shall notify Agent in writing if any Borrower has obtained any interest in any Collateral consisting of Deposit Accounts, Documents, or Inventory since Borrowers’ prior such disclosure and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement (subject to the requirements of Section 8.4 hereof) or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, Borrowers shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

      7.4. No Assumption of Liability . The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of Borrowers relating to any Collateral.

      7.5. Further Assurances . Promptly upon request, Borrowers shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Borrower authorizes Agent to file any financing statement that indicates the Collateral as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 7.1 and ratifies any action taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral.

SECTION 8. COLLATERAL ADMINISTRATION

      8.1. Borrowing Base Certificates . (a) By the 15th day of each Fiscal Quarter of Borrowers, and (b) from and after such time as the sum of the total principal amount of all Loans and LC Obligations exceeds $10,000,000, by the 15th day of each month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous Fiscal Quarter or month, as applicable, and at such other times as Agent may request. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve. Concurrently with the delivery of each Borrowing Base Certificate pursuant to this Section, Borrowers shall deliver to Agent, in form reasonably acceptable to Agent, a reconciliation of the Borrowing Base (including Accounts, Inventory and Loans) to the general ledger of Borrowers and of such general ledger to the financial statements most recently delivered pursuant to Section 10.1.2 .

      8.2. Administration of Accounts .

          8.2.1. Records and Schedules of Accounts . Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall also provide to Agent, on or before the 15th day of each month or quarterly as provided for in Section 8.1 , a detailed aged trial balance of all Accounts of Max-Trac, except when a Default or Event of Default exists, then all Accounts, as of the end of the preceding month, specifying each Account’s Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request. If Accounts in an aggregate face amount of $1,000,000 or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within one Business Day) after any Borrower has knowledge thereof.

          8.2.2. Taxes . If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

          8.2.3. Account Verification . Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, any designee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Max-Trac by mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

          8.2.4. Maintenance of Dominion Account . Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent as listed on Schedule 8.2.4. Borrowers shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank listed on Schedule 8.2.4, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised by Agent during any Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, Agent may, during any Trigger Period, require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. Neither Agent nor Lenders assume any responsibility to Borrowers for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

          8.2.5. Proceeds of Collateral . Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts of Max-Trac and, when a Default or Event of Default exists, all Accounts of Cooper, and all payments otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Dominion Account. Cooper shall require Cooper Receivables LLC to transfer (on a daily basis) all collections except Canadian collections held in all RPA Blocked Accounts to a Dominion Account.

      8.3. Administration of Inventory .

          8.3.1. Records and Reports of Inventory . Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Agent may request. Agent may participate in and observe each physical count.

          8.3.2. Returns of Inventory . No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $10,000,000; and (d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations.

          8.3.3. Acquisition, Sale and Maintenance . Borrower shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

      8.4. Administration of Deposit Accounts . Schedule 8.4 sets forth all Deposit Accounts maintained by Borrowers, including all Dominion Accounts. Each Borrower shall take all actions necessary to establish Agent’s control of each Dominion Account and, after an Event of Default, each other such Deposit Account (other than an account exclusively used for payroll, payroll taxes or employee benefits, or an account containing not more that $10,000 at any time or RPA Blocked Accounts). Each Borrower shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.4 to reflect same.

      8.5. General Provisions .

          8.5.1. Location of Collateral . All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.5.1 , except that Borrowers may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.5 ; and (b) move Collateral to another location in the United States, upon 5 Business Days prior written notice to Agent.

          8.5.2. Insurance of Collateral; Condemnation Proceeds .

          (a) Each Borrower shall maintain property and casualty and third party liability insurance with respect to the Collateral in amounts, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Agent. All proceeds relating to or arising out of a loss or claim with respect to Collateral under each property and casualty policy shall be payable to Agent. From time to time upon request, Borrowers shall deliver to Agent the originals or certified copies of its property and casualty liability insurance policies. Prior to the earlier of (i) March 31, 2008 and (ii) the making of any Loans or issuance of any Letters of Credit, unless Agent shall agree otherwise, each property and casualty policy shall include satisfactory endorsements (i) showing Agent as sole loss payee or additional insured, as appropriate; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Borrower or the owner

of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. Upon request, Borrowers shall deliver to Agent originals or certified copies of third party liability insurance policies and certificates of insurance evidencing third party liability coverage naming Agent as an additional insured and requiring 30 days’ prior written notice to Agent of any cancellation. If any Borrower fails to provide and pay for any required property and casualty or third party liability insurance, Agent may, at its option, but shall not be required to, procure such insurance and charge Borrowers therefor. During any period that no Event of Default exists, Borrowers may settle, adjust or compromise any insurance claim relating to or arising out of a loss or claim with respect to Collateral, as long as the proceeds are delivered to Agent. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

          (b) Any proceeds of insurance that relate to Inventory shall be paid to Agent and applied to payment of the Loans, and then to any other Obligations (other than Bank Product Debt) outstanding. Thereafter, any excess will be returned to Borrowers.

          8.5.3. Protection of Collateral . All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.

          8.5.4. Defense of Title to Collateral . Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

      8.6. Power of Attorney . Each Borrower hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Borrower’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Borrower’s name, but at the cost and expense of Borrowers:

          (a) Indorse a Borrower’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and

          (b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign a Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of

mail addressed to a Borrower, and notify postal authorities to change the address for delivery thereof to such address as Agent may designate; (vii) indorse any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under policies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which a Borrower is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Borrower’s obligations under the Loan Documents.

SECTION 9. REPRESENTATIONS AND WARRANTIES

      9.1. General Representations and Warranties . To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Borrower represents and warrants that:

          9.1.1. Organization and Qualification . Each Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Borrower is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

          9.1.2. Power and Authority . Each Borrower is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any Borrower, other than those already obtained; (b) contravene the Organic Documents of any Borrower; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Borrower.

          9.1.3. Enforceability . Each Loan Document is a legal, valid and binding obligation of each Borrower party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

          9.1.4. Capital Structure . Schedule 9.1.4 shows, for each Borrower, its name, its jurisdiction of organization, its authorized and issued Equity Interests, the holders of its Equity Interests, and all agreements binding on such holders with respect to their Equity Interests. Each Borrower has good title to its Equity Interests in its Subsidiaries, free and clear of all Liens, and all such Equity Interests are duly issued, fully paid and non-assessable. There are no outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to any Equity Interests of any Borrower or Subsidiary.

          9.1.5. Corporate Names; Locations . During the five years preceding the Closing Date, except as shown on Schedule 9.1.5 , no Borrower has been known as or used any

corporate, fictitious or trade names, has been the surviving corporation of a merger or combination, or has acquired any substantial part of the assets of any Person. The chief executive offices and other places of business of Borrowers are shown on Schedule 8.5.1 . During the five years preceding the Closing Date, no Borrower has had any other office or place of business.

          9.1.6. Title to Properties; Priority of Liens . Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all Inventory, free of Liens except Permitted Liens. Each Borrower and Significant Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

          9.1.7. Accounts . Agent may rely, in determining which Accounts of Max-Trac are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

          (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

          (b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto;

          (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request;

          (d) it is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect;

          (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;

          (f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and

          (g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business;

and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a Material Adverse Effect on the Account Debtor’s financial condition.

          9.1.8. Financial Statements . The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholder’s equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Borrowers and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since December 31, 2006, there has been no change in the condition, financial or otherwise, of any Borrower or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Borrower and Subsidiary is Solvent.

          9.1.9. Taxes . Each Borrower and Subsidiary has filed all federal, state and local tax returns and other reports that it is required by law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable other than (a) those presently payable without penalty or interest or (b) those which are being Properly Contested or (c) those which could not, individually or not, in the aggregate, be reasonably expected to have a Material Adverse Effect. The provision for Taxes on the books of each Borrower is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

          9.1.10. Brokers . There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

          9.1.11. Intellectual Property . Each Borrower and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others, except where the failure to own or have such right to use or the existence of conflict with any rights of others could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to any Borrower’s knowledge, threatened Intellectual Property Claim with respect to any Borrower, any Subsidiary or any of their Property (including any Intellectual Property), which could be reasonably likely to have a Material Adverse Effect.

          9.1.12. Governmental Approvals . Each Borrower and Significant Subsidiary has, is in compliance with, and is in good standing with respect to, all material Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

          9.1.13. Compliance with Laws . Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to any Borrower or Subsidiary under any Applicable Law that could reasonably be expected to have a Material Adverse Effect. No Inventory has been produced in violation of the FLSA.

          9.1.14. Compliance with Environmental Laws . To any Borrower’s knowledge, except as set forth in the Forms 10-K, 10-Q, 8-K or S-4 filed by the Borrowers with the SEC after January 1, 2007 and prior to July 31, 2007, the Borrowers and their Subsidiaries are in material compliance with all Environmental Laws.

          9.1.15. Burdensome Contracts . No Borrower is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect. No Borrower is, and as of the Closing Date, no Subsidiary is, party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.15 , none of which prohibit the execution or delivery of any Loan Documents by a Borrower nor the performance by a Borrower of any obligations thereunder.

          9.1.16. Litigation . Except as set forth in Forms 10-K, 10-Q, 8-K or S-4 filed with the SEC after January 1, 2007 and prior to July 31, 2007, there is no litigation or governmental proceedings pending or, to any Borrower’s knowledge, after diligent inquiry, threatened against any Borrower or Subsidiary, that could reasonably be expected to have a Material Adverse Effect. No Borrower or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority.

          9.1.17. No Defaults . No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Borrower is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract or in the payment of any Borrowed Money in excess of $10,000,000. There is no basis upon which any party (other than a Borrower or Subsidiary) could terminate a Material Contract prior to its scheduled termination date.

          9.1.18. ERISA . Except as disclosed on Schedule 9.1.18 :

          (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Borrower and ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

          (b) There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan

that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect.

          (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Borrower or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Borrower or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Borrower or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, in the case of clauses (i) — (v) above, except to the extent such event could not reasonably be expected to have a Material Adverse Effect.

          (d) Except to the extent that, if any such event occurred or status exists, it could not reasonably be expected to have a Material Adverse Effect, with respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

          9.1.19. Trade Relations . There exists no actual or threatened termination, limitation or modification of any business relationship between any Borrower or Subsidiary and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of such Borrower or Subsidiary. There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower or Significant Subsidiary to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.

          9.1.20. Labor Relations . Each Borrower and Subsidiary is in compliance with all employee benefit plans, employment agreements, collective bargaining agreements and labor contracts and all applicable federal, state and local labor and employment laws including, but not limited to, those related to equal employment opportunity and affirmative action, labor relations, minimum wage, overtime, child labor, medical insurance continuation, worker adjustment and relocation notices, immigration controls and worker and unemployment compensation, except where the failure to comply could not be reasonably likely to have a Material Adverse effect. Except as described on Schedule 9.1.20 , no Borrower is party to or bound by any collective bargaining agreement, management agreement or consulting agreement. Schedule 9.1.20 sets forth the scheduled expiration or termination date of each such collective bargaining agreement,

management agreement or casualty agreement. There are no material grievances, disputes or controversies with any union or other organization of any Borrower’s employees, or, to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining.

          9.1.21. Payable Practices . No Borrower or Significant Subsidiary has made any material change in its historical accounts payable practices from those in effect on the Closing Date.

          9.1.22. Not a Regulated Entity . No Borrower or Significant Subsidiary is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

          9.1.23. Margin Stock . No Borrower or Significant Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

          9.1.24. Immaterial Subsidiaries . The Borrowers’, Immaterial Subsidiaries, taken as a whole, do not represent more than 20%% of Cooper’s consolidated EBITDA or 20% of Cooper’s consolidated assets.

          9.1.25. Significant Subsidiaries . On the Closing Date, Cooper has no Significant Subsidiary that is organized under the laws of a State in the United States other than Max-Trac.

      9.2. Complete Disclosure . No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading. There is no fact or circumstance that any Borrower has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Effect.

SECTION 10.  COVENANTS AND CONTINUING AGREEMENTS

      10.1. Affirmative Covenants . As long as any Commitments or Obligations are outstanding, each Borrower shall:

          10.1.1. Inspections; Appraisals.

          (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower, inspect, audit and make extracts from any Borrower’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor

any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

          (b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Borrower’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) after the Appraisal Trigger Date, appraisals of Inventory up to two times per Loan Year; provided , however , that if an examination or appraisal is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits. Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. The limitations on Borrowers’ liability under this Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes. In addition to the foregoing, Borrowers shall cooperate with Agent in connection with appraisals of Inventory from and after the date, if any, that the sum of the total principal amount of all Loans and LC Obligations exceeds $50,000,000 (such date, the “ Appraisal Trigger Date ”), such appraisal to be accomplished within 45 days following the Appraisal Trigger Date.

          10.1.2. Financial and Other Information . Keep, and cause each Subsidiary to keep, adequate records and books of account with respect to its business activities, in which proper entries, which, for Borrowers and Domestic Subsidiaries, are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:

          (a) as soon as available, and in any event within 90 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on a consolidated basis for Borrowers and Subsidiaries, which consolidated statements shall be audited and certified (without qualification as to scope, “going concern” or similar items) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent;

          (b) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter, unaudited balance sheets as of the end of such quarter and the related statements of income and cash flow for such quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrowers and Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such quarter and period, subject to normal year-end adjustments and the absence of footnotes;

          (c) with each of the financial statements delivered under clauses (a) and (b) above, internally prepared consolidating statements by business segment;

          (d) concurrently with delivery of financial statements under clauses (a) and (b) above, or more frequently if requested by Agent while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer of Borrower Agent;

          (e) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Borrowers by their accountants in connection with such financial statements;

          (f) no later than 60 days after the end of each Fiscal Year, projections of Borrowers’ and Subsidiaries’ consolidated balance sheets, results of operations, cash flow and Availability for the next Fiscal Year, month by month;

          (g) at Agent’s request, a listing of each Borrower’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to Agent;

          (h) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Borrower has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Borrower to the public concerning material changes to or developments in the business of such Borrower;

          (i) at Agent’s request, promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan; and

          (j) such other reports and information (financial or otherwise) as Agent may request from time to time in connection with any Collateral or any Borrower’s or Subsidiary’s financial condition or business.

          10.1.3. Notices . Notify Agent and Lenders in writing, promptly after a Borrower’s obtaining knowledge thereof, of any of the following that affects a Borrower: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $10,000,000; (f) the assertion of any Intellectual Property Claim, if an adverse resolution could have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could have a Material Adverse Effect; (h) any Environmental Release by a Borrower or on any Property owned, leased or occupied by a Borrower; or receipt of any Environmental Notice regarding a noncompliance or violation which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (i) the occurrence of any ERISA Event in an amount exceeding $10,000,000; (j) an Immaterial Subsidiary is now a Significant Subsidiary; or (k) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants.

          10.1.4. Landlord and Storage Agreements . Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between a Borrower and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

          10.1.5. Compliance with Laws . Comply, and cause each Subsidiary to comply, with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any Properties of any Borrower or any Significant Subsidiary, it shall act promptly and diligently to investigate and report to Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not directed to do so by any Governmental Authority.

          10.1.6. Taxes . Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

          10.1.7. Insurance . Maintain casualty and third party liability insurance as required by Section 8.5.2 .

          10.1.8. Licenses . Keep, and cause each Subsidiary to keep, each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of Borrowers and Subsidiaries in full force and effect; promptly notify Agent of any proposed modification to any such License, or entry into any new License, in each case at least 30 days prior to its effective date; pay, and cause each Subsidiary to pay, all Royalties when due; and notify Agent of any default or breach asserted by any Person to have occurred under any License.

          10.1.9. Post Closing Matters . Notwithstanding any provision of the Agreement to the contrary, Borrower Agent agrees that it shall deliver to the Agent (a) within 90 days after the Closing Date, the executed Deposit Account Control Agreements and (b) no later than the earlier to occur of (i) 90 days after the Closing Date and (ii) the date of the initial Borrowing or Letter of Credit issuance hereunder, resolutions of the Board of Directors of each Borrower in form and substance satisfactory to the Agent and certified by an authorized officer of each Borrower ratifying the borrowing of money and incurrence of loans and financing obligations hereunder and under the other Loan Documents on the terms and conditions set forth herein and therein, the grant of Liens and security interests contemplated in the Loan Documents, and the execution and delivery of the Loan Documents, any amendments or modifications thereto, and any and all agreements, instruments or documents contemplated thereby and the performance of such other acts as necessary or desirable to carry out the purposes of such resolutions.

      10.2. Negative Covenants . As long as any Commitments or Obligations are outstanding, each Borrower shall not:

          10.2.1. Permitted Debt . Create, incur, guarantee or suffer to exist any Debt, except:

          (a) the Obligations;

          (b) Permitted Purchase Money Debt;

          (c) Borrowed Money (other than the Obligations and Permitted Purchase Money Debt), but only to the extent such Debt is listed on Schedule 10.2.1 , outstanding on the Closing Date and not satisfied with proceeds of the initial Loans;

          (d) Bank Product Debt;

          (e) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition;

          (f) Permitted Contingent Obligations;

          (g) Refinancing Debt as long as each Refinancing Condition is satisfied;

          (h) Debt under the Receivables Securitization Facility;

          (i) Debt secured by a Lien permitted under Section 10.2.2(l) hereof to the extent reasonably satisfactory to the Agent;

          (j) Unsecured Contingent Obligations of a Borrower for debts of its Subsidiaries to the extent such incurrence is customary in the conduct of the Borrowers’ business; and

          (k) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and has a maturity date at least 6 months after the Revolver Termination Date.

          10.2.2. Permitted Liens . Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “ Permitted Liens ”):

          (a) Liens in favor of Agent;

          (b) Purchase Money Liens securing Permitted Purchase Money Debt;

          (c) Liens for Taxes not yet due or being Properly Contested;

          (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary;

          (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent’s Liens;

          (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;

          (g) Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens;

          (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business;

          (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection;

          (j) existing Liens shown on Schedule 10.2.2 ;

          (k) Liens arising in connection with the Receivables Securitization Facility; and

          (l) Liens on assets that constitute Principal Property (as defined in the Existing Indenture) and sale and leaseback transactions (as defined in the Existing Indenture) of Cooper and its Subsidiaries, in each case to the extent permitted by the terms of the Existing Indenture (assuming that, at the time of incurrence, such Existing Indenture are in full force and effect).

          10.2.3. Distributions; Upstream Payments . Declare or make any Distributions, except Upstream Payments; or create or suffer to exist any encumbrance or restriction on the ability of Max-Trac or any other domestic Subsidiary of any Borrower to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.15 ; provided that such limitations on Distributions shall not apply if at the time of the declaration of such Distribution, the Availability Test is met and the most recently delivered Projections indicate that the Availability Test will also be met at the time of payment of such Distribution.

          10.2.4. Restricted Investments and Acquisitions . Make any Restricted Investment; provided that limitations on Restricted Investments (other than restrictions on Acquisitions) shall not apply if the Availability Test is met as of both the date the applicable Borrower commits to make such Restricted Investment and the date the Borrower funds such Restricted Investment; make, directly or indirectly through any Subsidiary or Affiliate, any Acquisitions unless (i) no Default or Event of Default has occurred and is continuing; (ii) the acquired business is primarily in the same or a substantially similar line of business as the

Borrowers or a reasonable extension of such line of businesses; (iii) such Acquisition is approved by the Board of Directors and shareholders of the acquired business; and (iv) the consideration paid in such Acquisition does not exceed $30,000,000 for any individual Acquisition or $100,000,000 for all Acquisitions since the Closing Date; provided that limitations on the amount of consideration that may be paid in connection with Acquisitions shall not apply if the Availability Test is met and the Fixed Charge Coverage Ratio is greater than 1.0:1.0 in each case at the time the Borrower commits to such Acquisition and at the time the Borrower funds such Acquisition.

          10.2.5. Disposition of Assets . Make any Asset Disposition, except the following

          (a) Permitted Asset Dispositions; and

          (b) intercompany transfers among the Borrowers and any other intercompany transfers (excluding transfers and liens under the Receivables Securitization Facility) so long as on an arms-length basis and in the Ordinary Course of Business;

          (c) all other Asset Dispositions so long as, both immediately before and after such Asset Disposition (and the accompanying prepayment, if applicable), Borrowers are in compliance with the Availability Test;

          (d) Dispositions of Accounts, General Intangibles, Chattel Paper, Payment Intangibles and Supporting Obligations, in each case solely to the extent sold, purportedly sold (but recharacterized as financed), transferred, assigned, contributed or otherwise conveyed to the Receivables Securitization Facility; and

          (e) so long as no Default is continuing, sales of Accounts owned by Cooper that are owed by foreign account debtors.

          10.2.6. Loans . Make any loans or other advances (or distributions) of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) any Investments permitted under Section 10.2.4 and (d) loans and advances that, when taken together with all loans and advances permitted under clause (d) of the definition of “Restricted Investments" , do not exceed $10,000,000 in the aggregate at any time outstanding.

          10.2.7. Restrictions on Payment of Certain Debt . Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent); provided the restrictions on voluntary payments shall not apply so long as the Availability Test is met at the time of such prepayment.

          10.2.8. Fundamental Changes . Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations of a wholly-owned Subsidiary with or into a Borrower (so long as a Borrower is the surviving entity of such merger

or consolidation); change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

          10.2.9. Organic Documents . Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date in a manner adverse to the Lenders.

          10.2.10. Tax Consolidation . File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

          10.2.11. Accounting Changes . Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.2 ; or change its Fiscal Year.

          10.2.12. Restrictive Agreements . Become, or permit any domestic Significant Subsidiary (other than Cooper Receivables LLC) to become, a party to any Restrictive Agreement, except (a) a Restrictive Agreement as in effect on the Closing Date and shown on Schedule 9.1.15 ; (b) a Restrictive Agreement relating to secured Debt permitted hereunder, if such restrictions apply only to the collateral for such Debt; and (c) customary provisions in leases and other contracts restricting assignment thereof.

          10.2.13. Hedging Agreements . Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business (including interest rate swaps) and not for speculative purposes.

          10.2.14. Conduct of Business . Engage in any business, other than its business as conducted on the Closing Date and any activities incidental thereto.

          10.2.15. Affiliate Transactions . Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, and loans and advances permitted by Section 10.2.6 ; (c) payment of customary directors’ fees and indemnities; (d) transactions solely among Borrowers; (e) transactions with Affiliates that were consummated prior to the Closing Date, as shown on Schedule 10.2.17 ; (f) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms (if requested by Agent, fully disclosed to Agent) and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate; (g) sales of accounts receivable, payment intangibles and related assets or participations therein, in connection with the Receivables Securitization Facility; and (h) Restricted Investments permitted under Section 10.2.4 hereof.

          10.2.16. Plans . Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date.

          10.2.17. Amendments and Notices of Amendments to Receivables Purchase Agreement or Purchase and Sale Agreement . Except for extensions and renewals, Cooper shall (a) provide Agent with written notice of any proposed amendment, modification or other change to, and each consent to a departure from, the terms or provisions of the Receivables Securitization Facility and (b) promptly following the effectiveness thereof, provide Agent with a copy of each such amendment, modification or other change to, and each such consent to a

departure from, the terms or provisions of the Receivable Securitization Facility. Prior to a Facility Termination Date (as defined under the Receivables Securitization Facility), Cooper shall not, without the prior written consent of Agent, amend, modify or otherwise change or obtain a consent to a departure from Section 1.4, the definition of “Termination Day”, or any changes to Section 2 of Exhibit II thereof, in each case under and as defined in the Receivables Purchase Agreement that (i) would be adverse in any way (as determined by Agent in its commercially reasonable discretion) to the Agent or Lenders or (ii) could in any way impair the Lien of Agent or Lenders in the Collateral (including, without limitation, by impairing the creation, attachment, perfection, or priority of such Lien).

SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

      11.1. Events of Default . Each of the following shall be an “ Event of Default ” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

          (a) A Borrower fails to pay (i) any Obligations (except Bank Product Debt in an aggregate amount less than $1,000,000) when due or (ii) Bank Product Debt in an aggregate amount equal to or greater than $1,000,000 within three (3) days following the date due, (in each case, whether at stated maturity, on demand , upon acceleration or otherwise);

          (b) Any representation, warranty or other written statement of a Borrower made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

          (c) A Borrower breaches or fail to perform any covenant contained in Section 7.2, 7.3, 7.5, 8.1 (unless the Borrowing Base Certificate is delivered within 3 days following the date due), 8.2.4, 8.2.5, 8.5.2, 10.1.1, 10.1.2 (unless the required deliveries are made within 10 days following the date due) , or 10.2 ;

          (d) A Borrower breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 30 days after a Senior Officer of such Borrower has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided , however , that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by a Borrower;

          (e) A Borrower denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by Agent and Lenders);

          (f) Any breach or default of a Borrower occurs under any document, instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $10,000,000 if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach; or

any termination event or unmatured termination event, however named, occurs under the Receivables Securitization Facility (or any other securitization facility) to which Borrower or any special purpose entity established by either Borrower is a party, relating to any debt, interests in either Borrower’s Accounts (including, without limitation, Receivables Accounts) or similar investment in excess of $10,000,000, if such event allows such securitization facility to be accelerated or terminated or causes the reinvestment of collections in new Accounts (including, without limitation, Receivables Accounts) to terminate or be suspended.

          (g) Any judgment or order for the payment of money is entered against a Borrower in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Borrowers, $10,000,000 (net of any insurance coverage, cash reserve or self-insurance coverage therefor acknowledged in writing by the insurer), unless a stay of enforcement of such judgment or order is obtained within sixty (60) days of the date of such judgment or order;

          (h) A loss, theft, damage or destruction occurs with respect to any Collateral in excess of $3,000,000 if the such Collateral is not covered by insurance;

          (i) A Borrower or any Significant Subsidiary is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business; a Borrower or any Significant Subsidiary suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any material part of a Borrower’s or any Significant Subsidiary’s business for a material period of time; any material Collateral or Property of a Borrower is taken or impaired through condemnation; a Borrower or any Significant Subsidiary agrees to or commences any liquidation, dissolution or winding up of its affairs; or a Borrower or any Significant Subsidiary ceases to be Solvent;

          (j) An Insolvency Proceeding is commenced by a Borrower or any Significant Subsidiary; a Borrower or any Significant Subsidiary makes an offer of settlement, extension or composition to its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of a Borrower or any Significant Subsidiary; or an Insolvency Proceeding is commenced against a Borrower or any Significant Subsidiary and: the Borrower or any Significant Subsidiary consents to institution of the proceeding, the petition commencing the proceeding is not timely controverted by the Borrower or the applicable Significant Subsidiary, the petition is not dismissed within 30 days after filing, or an order for relief is entered in the proceeding;

          (k) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of a Borrower to a Pension Plan, Multiemployer Plan or PBGC in excess of $10,000,000, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension Plan or Multiemployer Plan; a Borrower or ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan;

          (l) A Borrower or any Significant Subsidiary or any of their respective Senior Officers is criminally indicted or convicted for (i) a felony committed in the conduct of the Borrower’s or a Significant Subsidiary’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material Property or any Collateral;

          (m) A Change of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect; or

          (n) The Existing Senior Unsecured Notes are not refinanced, defeased or reserved for under the Borrowing Base at least 90 days prior to the maturity date of such Existing Senior Unsecured Notes.

Notwithstanding any other provision in this Section 11.1, no Event of Default under Sections 11.1(a) — (h) and (k) — (n) shall be deemed to occur if, at the time of the occurrence of an event under any of Sections 11.1(a) — (h) or (k) — (n):

     (i) (a) no Loans and LC Obligations are outstanding and (b) within five (5) Business Days, all fees and expenses then due under this Agreement have been paid in full in cash and all other Obligations have been cash collateralized in an amount equal to 100% of the outstanding amount of such Obligations and otherwise to Administrative Agent’s reasonable satisfaction; or

     (ii) (a) the aggregate outstanding principal balance of all Loans and LC Obligations is less than $50,000,000, (b) both immediately before and during the immediately succeeding five (5) Business Day period following such event, Availability is greater than $100,000,000 and (c) within five (5) Business Days , (I) all Loans, drawings under Letters of Credit, fees and expenses have been paid in full in cash, (II) all other LC Obligations have been cash collateralized in an amount equal to 105% of the stated amount of such LC Obligations and otherwise to Administrative Agent’s reasonable satisfaction and (III) all other Obligations have been cash collateralized in an amount equal to 100% of the outstanding amount of such LC Obligations and otherwise to Administrative Agent’s reasonable satisfaction.

      11.2. Remedies upon Default . If an Event of Default described in Section 11. 1(j) occurs with respect to any Borrower, then to the extent permitted by Applicable Law, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:

          (a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;

          (b) require Borrowers to Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if Borrowers fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required

Lenders) advance the required Cash Collateral as Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied);

          (c) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Borrower’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations; and

          (d) direct Account Debtors of the Borrowers (or require Borrowers to direct such Account Debtors) to pay all amounts owing to Borrowers to a Dominion Account (or other depository account identified by Agent).

Upon the occurrence of any event described in Section 11.1(a) — (n), Agent may, in its discretion, (or, at the request of Requisite Lenders, shall) terminate, reduce or condition any Commitment or make any adjustment to the Borrowing Base.

      11.3. Limited Conditional License for Intellectual Property . In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each of the Borrowers hereby assigns, transfers and conveys to the Agent, for use upon the occurrence and during the continuation of an Event of Default, the irrevocable, nonexclusive right and license to use all present and future trademarks, trade names, trade dress and copyrights owned or used by such Borrower that relate to the Collateral, together with any goodwill associated therewith, all to the extent necessary to enable the Agent to realize on, and exercise all rights of the Agent and the Lenders in relation to, the Collateral in accordance with this Agreement (including without limitation advertising in all media as the Agent deems appropriate in connection with marketing and sales of the Collateral) and to enable any transferee or assignee of the Collateral to enjoy the benefits of the Collateral, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided , however, the license granted under this Section 11.3 shall not be construed to limit such Borrower’s ability to take reasonable steps, in accordance with its then current business practices, to protect and preserve its trademarks, trade names, trade dress and copyrights. This right shall inure to the benefit of all successors, assigns and transferees of the Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in

lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Borrower. In addition, each Borrower hereby grants to the Agent and its employees, representatives and agents the right to visit such Borrower’s and any of its Affiliate’s or subcontractor’s plants, facilities and other places of business that are utilized in connection with the manufacture, production, inspection, storage or sale of Collateral (or which were so utilized during the prior six month period), and to inspect the quality control and all other records relating thereto upon reasonable advance written notice to such Borrower and at reasonable dates and times and as often as may be reasonably requested. Notwithstanding the fact that the foregoing license does not extend to or cover patents, patent applications and technical processes The Borrowers acknowledge and agree that following the occurrence and continuance of an Event of Default, Agent shall be permitted to sell the Collateral without liability for intellectual property infringement.

      11.4. Setoff . At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Borrower against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

11.5. Remedies Cumulative; No Waiver .

          11.5.1. Cumulative Rights . All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Borrowers contained in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise.

          11.5.2. Waivers . The failure or delay of Agent or any Lender to require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Obligations. No modification of any terms of any Loan Documents (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to Borrowers and executed by Agent or the requisite Lenders, and such modification shall be applicable only to the matter specified. No waiver of any Default or Event of Default shall constitute a waiver of any other Default or Event of Default that may exist at such time, unless expressly stated. If Agent or any Lender accepts performance by any Borrower or any Significant Subsidiary under any Loan Documents in a manner other than that specified therein, or during any Default or Event of Default, or if Agent or any Lender

shall delay or exercise any right or remedy under any Loan Documents, such acceptance, delay or exercise shall not operate to waive any Default or Event of Default nor to preclude exercise of any other right or remedy.

SECTION 12. AGENT

      12.1. Appointment, Authority and Duties of Agent .

          12.1.1. Appointment and Authority . Each Lender appoints and designates Bank of America as Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Borrower or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error in judgment.

          12.1.2. Duties . Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

          12.1.3. Agent Professionals . Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

          12.1.4. Instructions of Required Lenders . The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Agent may request instructions from Required

Lenders with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by Agent in connection with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1 , and in no event shall Required Lenders, without the prior written consent of each Lender, direct Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

      12.2. Agreements Regarding Collateral and Field Examination Reports .

          12.2.1. Lien Releases; Care of Collateral . Lenders authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrowers certify in writing to Agent is a Permitted Asset Disposition, an Asset Disposition permitted by Section 10.2.5 or a Lien which Borrowers certify is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; or (d) with the written consent of all Lenders. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured or encumbered, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

          12.2.2. Possession of Collateral . Agent and Lenders appoint each other Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held by such Lender, to the extent such Liens are perfected by possession. If any Lender obtains possession of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions.

          12.2.3. Reports . Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field audit, examination or appraisal prepared by or on behalf of Agent with respect to any Borrower or Collateral (“ Report ”). Each Lender agrees (a) that neither Bank of America nor Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Borrowers’ books and records as well as upon representations of Borrowers’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to

such Lender’s Participants, attorneys and accountants or to the extent required by Applicable Law or applicable Governmental Authorities) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as any Claims arising in connection with any third parties that obtain any part or contents of a Report through such Lender.

      12.3. Reliance By Agent . Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

      12.4. Action Upon Default . Agent shall not be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or Borrower specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify Agent and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Borrower where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding.

      12.5. Ratable Sharing . If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5.1 , as applicable, such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5.1 , as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. No Lender shall set off against any Dominion Account without the prior consent of Agent.

      12.6. Indemnification of Agent Indemnitees . EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY BORROWERS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF BORROWERS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT), EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF

SUCH AGENT INDEMNITEE. In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Lenders. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

      12.7. Limitation on Responsibilities of Agent . Agent shall not be liable to Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or Lender of any obligations under the Loan Documents. Agent does not make to Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Borrower. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Borrower of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

      12.8. Successor Agent and Co-Agents.

          12.8.1. Resignation; Successor Agent . Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2 . Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

          12.8.2. Separate Collateral Agent . It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Lenders shall execute and deliver such documents as Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

      12.9. Due Diligence and Non-Reliance . Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Borrower and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Lender has made such inquiries concerning the Loan Documents, the Collateral and each Borrower as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders and Agent have made no representations or warranties concerning any Borrower, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Lender will, independently and without reliance upon the other Lenders or Agent, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Lender with any notices, reports or certificates furnished to Agent by any Borrower or any credit or other information concerning the affairs, financial condition, business or Properties of any Borrower (or any of its Affiliates) which may come into possession of Agent or any of Agent’s Affiliates.

      12.10. Replacement of Certain Lenders . If a Lender (a) fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and such failure is not cured within two Business Days, (b) defaults in performing any of its obligations under the Loan Documents, or (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, then, in addition to any other rights and remedies that any Person may have, Agent may, by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

      12.11. Remittance of Payments and Collections.

          12.11.1. Remittances Generally . All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Lender shall be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such Lender under the Loan Documents.

          12.11.2. Failure to Pay . If any Lender fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by Agent as customary in the banking industry for interbank compensation. In no event shall Borrowers be entitled to receive credit for any interest paid by a Lender to Agent.

          12.11.3. Recovery of Payments . If Agent pays any amount to a Lender in the expectation that a related payment will be received by Agent from a Borrower and such related payment is not received, then Agent may recover such amount from each Lender that received it. If Agent determines at any time that an amount received under any Loan Document must be returned to a Borrower or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by Agent to any Obligations are later required to be returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent, on demand , such Lender’s Pro Rata share of the amounts required to be returned.

      12.12. Agent in its Individual Capacity . As a Lender, Bank of America shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Each of Bank of America and its Affiliates may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, Borrowers and their Affiliates, as if Bank of America were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In their individual capacity, Bank of America and its Affiliates may receive information regarding Borrowers, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that Bank of America and its Affiliates shall be under no obligation to provide such information to Lenders, if acquired in such individual capacity and not as Agent hereunder.

      12.13. Agent Titles . Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents

other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

      12.14. No Third Party Beneficiaries . This Section 12 is an agreement solely among Lenders and Agent, and shall survive Full Payment of the Obligations. This Section 12 does not confer any rights or benefits upon Borrowers or any other Person. As between Borrowers and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Lenders.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

      13.1. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, and their respective successors and assigns, except that (a) no Borrower shall have the right to assign its rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3 . Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 13.3 . Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

      13.2. Participations.

          13.2.1. Permitted Participants; Effect . Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to a financial institution (“ Participant ”) a participating interest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.8 unless Borrowers agree otherwise in writing.

          13.2.2. Voting Rights . Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower or substantial portion of the Collateral.

          13.2.3. Benefit of Set-Off . Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if such Participant were a Lender.

      13.3. Assignments.

          13.3.1. Permitted Assignments . A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $10,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided , however , that any payment by Borrowers to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Borrowers’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder.

          13.3.2. Effect; Effective Date . Upon delivery to Agent of an assignment notice in the form of Exhibit C and a processing fee of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3 . From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable. The transferee Lender shall comply with Section 5.9 and deliver, upon request, an administrative questionnaire satisfactory to Agent.

SECTION 14. MISCELLANEOUS

      14.1. Consents, Amendments and Waivers.

          14.1.1. Amendment . No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Borrower party to such Loan Document; provided , however , that

          (a) without the prior written consent of Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Agent;

          (b) without the prior written consent of Issuing Bank, no modification shall be effective with respect to any LC Obligations or Section 2.2 ;

          (c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; or (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender; and

          (d) without the prior written consent of all Lenders (except a defaulting Lender as provided in Section 4.2 ), no modification shall be effective that would (i) extend the Revolver Termination Date; (ii) alter Section 5.5, 7.1 (except to add Collateral) or 14.1.1 ; (iii) amend the definitions of Borrowing Base (and the defined terms used in such definition), Pro Rata or Required Lenders; (iv) increase any advance rate, decrease the Availability Block or increase total Commitments; (vi) release all or substantially all of the Collateral; or (vii) release any Borrower from liability for any Obligations.

          14.1.2. Limitations . The agreement of Borrowers shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to the Fee Letter or any agreement relating to a Bank Product shall be required for any modification of such agreement, and no Affiliate of a Lender that is party to a Bank Product agreement shall have any other right to consent to or participate in any manner in modification of any other Loan Document. The making of any Loans during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default, nor to establish a course of dealing. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing, and then only in the specific instance and for the specific purpose for which it is given.

          14.1.3. Payment for Consents . No Borrower will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

      14.2. Indemnity . EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

      14.3. Notices and Communications .

          14.3.1. Notice Address . Subject to Section 4.1.4 , all notices and other communications by or to a party hereto shall be in writing and shall be given to any Borrower, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3 . Each such notice or other communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.1.4, 2.3, 3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at Agent such notice is required to be sent. Any written notice or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by Borrower Agent shall be deemed received by all Borrowers. Each Person who becomes a Lender after the Closing Date shall give Agent and Borrowers an Assignment Notice in the form of Exhibit C, and until the Person provides Borrowers the Assignment Notice of the Person’s address, no Borrower is required to give the Person notice hereunder.

          14.3.2. Electronic Communications; Voice Mail . Electronic mail and internet websites may be used only for routine communications, such as financial statements, Borrowing Base Certificates and other information required by Section 10.1.2 , administrative matters, distribution of Loan Documents for execution, and matters permitted under Section 4.1.4 . Agent and Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

          14.3.3. Non-Conforming Communications . Agent and Lenders may rely upon any notices purportedly given by or on behalf of any Borrower even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Borrower shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of a Borrower.

      14.4. Performance of Borrowers’ Obligations . Agent may, in its discretion at any time and from time to time, at Borrowers’ expense, pay any amount or do any act required of a Borrower under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent by Borrowers, on demand , with interest from the date incurred to the date of payment thereof at the Default Rate applicable to Base Rate Loans. Any payment made or action taken by

Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

      14.5. Credit Inquiries . Each Borrower hereby authorizes Agent and Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Borrower or Subsidiary.

      14.6. Severability . Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

      14.7. Cumulative Effect; Conflict of Terms . The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations, tests or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

      14.8. Counterparts . Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by telecopy shall be effective as delivery of a manually executed counterpart of such agreement.

      14.9. Entire Agreement . Time is of the essence of the Loan Documents. The Loan Documents constitute the entire contract among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

      14.10. Relationship with Lenders . The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled, to the extent not otherwise restricted hereunder, to protect and enforce its rights arising out of the Loan Documents. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of Agent or Lenders pursuant to the Loan Documents shall be deemed to constitute Agent and Lenders to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Borrower.

      14.11. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated by any Loan Document, Borrowers acknowledge and agree that (a)(i) this credit facility and any related arranging or other services by Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between Borrowers and such Person; (ii) Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) Borrowers are capable of

evaluating and understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any arranger is and has been acting solely as a principal in connection with this credit facility, is not the financial advisor, agent or fiduciary for Borrowers, any of their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from Borrowers and their Affiliates, and have no obligation to disclose any of such interests to Borrowers or their Affiliates. To the fullest extent permitted by Applicable Law, each Borrower hereby waives and releases any claims that it may have against Agent, Lenders, their Affiliates and any arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by a Loan Document.

      14.12. Confidentiality . Each of Agent, Lenders and Issuing Bank agrees to maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by Applicable Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies, the enforcement of any rights, or any action or proceeding relating to any Loan Documents; (f) subject to an agreement containing provisions substantially the same as those of this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent of the Borrower; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Borrowers. Agent, Lenders and Issuing Bank shall use reasonable efforts to provide Borrowers notice of all requests for information described in item (c) above to the extent not prohibited by law or judicial process. Notwithstanding the foregoing, Agent and Lenders may issue and disseminate to the public general information describing this credit facility, including the names and addresses of Borrowers and a general description of Borrowers’ businesses, and may use Borrowers’ names in advertising and other promotional materials. For purposes of this Section, “Information” means all information received from a Borrower or Subsidiary relating to it or its business, other than any information that is available to Agent, any Lender or Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or Subsidiary, provided that, in the case of information received from a Borrower or Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information concerning a Borrower or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public

information; and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state securities laws.

      14.13. Certifications Regarding Indentures . Borrowers certify to Agent and Lenders that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrowers violates the Indenture, dated as of March 17, 1997, between Cooper and The Chase Manhattan Bank. Agent may condition Borrowings, Letters of Credit and other credit accommodations under the Loan Documents from time to time upon Agent’s receipt of evidence that the Commitments and Obligations continue to constitute permitted debt at such time.

      14.14. GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, 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).

      14.15. Consent to Forum .

          14.15.1. Forum . EACH BORROWER HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH BORROWER IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Borrower in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

      14.16. Waivers by Borrowers . To the fullest extent permitted by Applicable Law, each Borrower waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default (except as set forth in Section 11. 1(d) with respect to knowledge of such default), non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which a Borrower may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as

opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Borrower acknowledges that the foregoing waivers are a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Borrowers. Each Borrower has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

      14.17. Patriot Act Notice . Agent and Lenders hereby notify Borrowers that pursuant to the requirements of the Patriot Act, Agent and Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Agent and Lenders to identify it in accordance with the Patriot Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth.

[Remainder of page intentionally left blank; signatures begin on following page]

      IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above.

[Signature Page to Loan and Security Agreement]

[Signature Page to Loan and Security Agreement]

[Signature Page to Loan and Security Agreement]

[Signature Page to Loan and Security Agreement]

EXHIBIT A
to
Loan and Security Agreement

NOTE

[Date]		$		[City, State of Governing Law]

     COOPER TIRE & RUBBER COMPANY, a Delaware corporation (“ Cooper ”), MAX-TRAC TIRE CO., INC., an Ohio corporation (“ Max-Trac ”, and together with Cooper, collectively, “ Borrowers ”), for value received, hereby unconditionally promise to pay, on a joint and several basis, to the order of                                             (“ Lender ”), the principal sum of                                             DOLLARS ($                        ), or such lesser amount as may be advanced by Lender as Loans and owing as LC Obligations from time to time under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Loan and Security Agreement dated as of November 9, 2007, among Borrowers, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (“ Loan Agreement ”).

     Principal of and interest on this Note from time to time outstanding shall be due and payable as provided in the Loan Agreement. This Note is issued pursuant to and evidences Loans and LC Obligations under the Loan Agreement, to which reference is made for a statement of the rights and obligations of Lender and the duties and obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions.

     The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrowers hereunder or under any other Loan Documents.

     Time is of the essence of this Note. Each Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law.

     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this Note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law.

     This Note 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).

      IN WITNESS WHEREOF , this Note is executed as of the date set forth above.

Attest:
Secretary				By
						Title:
[Seal]
Attest:
Secretary				By
						Title:
[Seal]
Attest:
Secretary				By
						Title:
[Seal]

EXHIBIT B
to
Loan and Security Agreement

ASSIGNMENT AND ACCEPTANCE

     Reference is made to the Loan and Security Agreement dated as of November ___, 2007, as amended (“ Loan Agreement ”), among COOPER TIRE & RUBBER COMPANY (“ Cooper ”), MAX-TRAC TIRE CO., INC. (“ Max-Trac ”, and together with Cooper, collectively, “ Borrowers ”), BANK OF AMERICA, N.A. , as agent (“ Agent ”) for the financial institutions from time to time party to the Loan Agreement (“ Lenders ”), and such Lenders. Terms are used herein as defined in the Loan Agreement.

                                                                      (“ Assignor ”) and                                                                 (“ Assignee ”) agree as follows:

     1. Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor (a) a principal amount of $                        of Assignor’s outstanding Loans and $                        of Assignor’s participations in LC Obligations and (b) the amount of $                        of Assignor’s Revolver Commitment (which represents ___% of the total Revolver Commitments) (the foregoing items being, collectively, the “ Assigned Interest ”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“ Effective Date ”) indicated in the corresponding Assignment Notice delivered to Agent, provided such Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. From and after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s obligations in respect of the Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable to or for Assignor’s account in respect of the Assigned Interest shall be payable to or for Assignee’s account, to the extent such amounts accrue on or after the Effective Date.

     2. Assignor (a) represents that as of the date hereof, prior to giving effect to this assignment, its Revolver Commitment is $                        and the outstanding balance of its Loans and participations in LC Obligations is $                        ; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance by Borrowers of their obligations under the Loan Documents. [Assignor is attaching the Note[s] held by it and requests that Agent exchange such Note[s] for new Notes payable to Assignee [and Assignor].]

     3. Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received copies of the Loan Agreement and

such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it shall, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto; (f) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” under the Loan Documents; and (g) represents and warrants that the assignment evidenced hereby will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA.

     4. This Agreement shall be governed by the laws of the State of New York. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect.

     5. Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission, or by first-class mail, shall be deemed given when sent and shall be sent as follows:

(a)

If to Assignee, to the following address (or to such other address as Assignee may designate from time to time):

__________________________
__________________________
__________________________

(b)

If to Assignor, to the following address (or to such other address as Assignor may designate from time to time):

__________________________
__________________________
__________________________
__________________________

     Payments hereunder shall be made by wire transfer of immediately available Dollars as follows:

     If to Assignee, to the following account (or to such other account as Assignee may designate from time to time):

__________________________
__________________________
ABA No.___________________
__________________________
Account No.________________
Reference: _________________

     If to Assignor, to the following account (or to such other account as Assignor may designate from time to time):

__________________________
__________________________
ABA No. __________________
__________________________
Account No. ________________
Reference: __________________

      IN WITNESS WHEREOF , this Assignment and Acceptance is executed as of                       .

                                                                                    
(“Assignee”)

By                                                                                  
     Title:

                                                                                     
(“Assignor”)

By                                                                                  
     Title:

EXHIBIT C
to
Loan and Security Agreement

ASSIGNMENT NOTICE

     Reference is made to (1) the Loan and Security Agreement dated as of November ___, 2007, as amended (“ Loan Agreement ”), among COOPER TIRE & RUBBER COMPANY (“ Cooper ”), MAX-TRAC TIRE CO., INC. (“ Max-Trac ”, and together with Cooper, collectively, “ Borrowers ”), BANK OF AMERICA, N.A. , as agent (“ Agent ”) for the financial institutions from time to time party to the Loan Agreement (“ Lenders ”), and such Lenders; and (2) the Assignment and Acceptance dated as of                        , 20___(“ Assignment Agreement ”), between                                              (“ Assignor ”) and                                             (“ Assignee ”). Terms are used herein as defined in the Loan Agreement.

     Assignor hereby notifies Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment Agreement (a) a principal amount of $                        of Assignor’s outstanding Loans and $                        of Assignor’s participations in LC Obligations and (b) the amount of $                        of Assignor’s Revolver Commitment (which represents ___% of the total Revolver Commitments) (the foregoing items being, collectively, the “ Assigned Interest ”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“ Effective Date ”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrowers, if applicable. Pursuant to the Assignment Agreement, Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date.

     For purposes of the Loan Agreement, Agent shall deem Assignor’s Revolver Commitment to be reduced by $                        , and Assignee’s Revolver Commitment to be increased by $                        .

     The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is:

__________________________
__________________________
__________________________
__________________________

     The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment and Acceptance.

     This Notice is being delivered to Borrowers and Agent pursuant to Section 13.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.

      IN WITNESS WHEREOF , this Assignment Notice is executed as of                       .

                                                                                    
(“Assignee”)

By                                                                                  
     Title:

                                                                                     
(“Assignor”)

By                                                                                  
     Title:

ACKNOWLEDGED AND AGREED,
AS OF THE DATE SET FORTH ABOVE:

BORROWERS :*

By
		Title:
By
		Title:
By
		Title:

BANK OF AMERICA, N.A. ,
as Agent

By
		Title:

EXHIBIT D

Exhibit D intentionally omitted.

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

COOPER TIRE & RUBBER COMPANY

Date:                        ,   200___

     This Certificate is provided by Cooper Tire & Rubber Company, a Delaware corporation (“Cooper”), pursuant to Section 10.1.2(d) of that certain Loan and Security Agreement dated as of November ___, 2007 (as amended, restated or otherwise modified from time to time, the “Loan Agreement”) among Cooper, Max-Trac Tire Co., Inc. (together with Cooper, the “Borrowers”), the financial institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders and collateral agent for the Lenders and other Secured Parties (in such capacities, “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Loan Agreement.

     The undersigned is the chief financial officer of Cooper and is duly authorized to execute and deliver this Certificate on behalf of the Borrowers. By executing this Certificate, such officer hereby certifies to Agent and Lenders on behalf of the Borrowers (and not in a personal capacity) that:

          (a) the financial statements delivered with this Certificate in accordance with Section 10.1.2(a) and/or 10.1.2(b) of the Loan Agreement fairly present in all material respects the results of operations and financial condition of Borrowers and Subsidiaries as of the dates of such financial statements;

          (b) I have reviewed the terms of the Loan Agreement and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of the Borrowers and Subsidiaries during the accounting period covered by such financial statements;

          (c) such review has not disclosed the existence during or at the end of such accounting period, and I have no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth below, which includes a description of the nature and period of existence of such Default or Event of Default and what action the Borrowers have taken, are taking and propose to take with respect thereto;

                         [Description, if any]

          (d) the Borrowers and Subsidiaries are, as of the date of this Certificate, in compliance in all material respects with all of the covenants and agreements in the Loan Agreement and the other Loan Documents [except — describe if applicable]; and

          (e) except as described below, subsequent to the date of the most recent Compliance Certificate submitted by Cooper, neither any Borrower nor any Subsidiary has (i) changed its name as it appears in official filings in the jurisdiction of its organization, (ii) changed its chief executive office or principal place of business, (iii) changed the type of entity that it is, (iv) changed (or has had changed) its organization identification number, if any, issued

by its jurisdiction of organization, (v) changed its jurisdiction of organization, (vi) changed the end of its Fiscal Year, or (vii) formed any new Subsidiary.

EXHIBIT 10.2

PLEDGE AGREEMENT

          This PLEDGE AGREEMENT, dated as of November 9, 2007 (together with all amendments, if any, from time to time hereto, this “ Agreement ”) by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (“ Pledgor ”) and BANK OF AMERICA, N.A. in its capacity as Agent for Lenders (“ Agent ”).

WITNESSETH:

          WHEREAS, pursuant to that certain Loan and Security Agreement dated as of the date hereof by and among the Pledgor, as a Borrower (the “ Borrower ”), the financial institutions signatory thereto from time to time as Lenders and the Agent (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”), the Lenders have agreed to make the Revolver Loans and to incur LC Obligations for the benefit of Borrower;

          WHEREAS, Pledgor will derive direct and indirect economic benefits from the credit facilities made available to them under the Loan Agreement; and

          WHEREAS, Pledgor is the record and beneficial owners of the shares of Stock listed in Part A of Schedule I hereto and the owners of the promissory notes and instruments listed in Part B of Schedule I hereto; and

          WHEREAS, in order to induce Lenders to make the Loans and to incur the LC Obligations as provided for in the Loan Agreement, Pledgor has agreed to pledge the Pledged Collateral to Agent in accordance herewith;

          NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and to induce Lenders to make Loans and to incur LC Obligations under the Loan Agreement, it is agreed as follows:

     1.  Definitions . Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as therein defined, and the following shall have (unless otherwise provided elsewhere in this Agreement) the following respective meanings (such meanings being equally applicable to both the singular and plural form of the terms defined):

          “ Bankruptcy Code ” means title 11, United States Code, as amended from time to time, and any successor statute thereto.

          “ Issuer ” means an issuer of Pledged Debt.

          “ Pledged Collateral ” has the meaning assigned to such term in Section 2 hereof.

          “ Pledged Debt ” means the Debt evidenced by promissory notes and instruments listed on Part B of Schedule I hereto;

          “ Pledged Entity ” means Cooper Receivables, LLC.

          “ Pledged Shares ” means all of Pledgor’s membership interest in Cooper Receivables, LLC.

          “ Secured Obligations ” has the meaning assigned to such term in Section 3 hereof.

          “ Stock ” means all limited liability company membership interests, whether voting or nonvoting, including “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended).

     2.  Pledge . Pledgor hereby pledges to Agent, and grants to Agent for itself and the benefit of Lenders, a first priority security interest in all of the following owned by it (collectively, the “ Pledged Collateral ”):

     (a) the Pledged Shares and all certificates representing the Pledged Shares, if any, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;

     (b) such portion, as determined by Agent as provided in Section 6(d) below, of any additional shares of Stock that Pledged Entity from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and all certificates representing such additional shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock; and

     (c) the Pledged Debt and the promissory notes or instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Debt.

     3.  Security for Obligations . This Agreement secures, and the Pledged Collateral is security for, the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all Obligations of any kind under or in connection with the Loan Agreement and the other Loan Documents, and all obligations of Pledgor now or hereafter existing under this Agreement including, without limitation, all fees, costs and expenses whether in connection with collection actions hereunder or otherwise (collectively, the “ Secured Obligations ”).

     4.  Delivery of Pledged Collateral . All certificates, if any, and all promissory notes or instruments evidencing the Pledged Collateral shall be delivered to and held by or on behalf of Agent, for itself and the benefit of the Lenders, pursuant hereto. All certificates, if any, representing Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent. All promissory notes or other instruments evidencing the Pledged Debt shall be indorsed by Pledgor.

     5.  Representations and Warranties . Pledgor represents and warrants to Agent that:

     (a) Pledgor is, and at the time of delivery of the Pledged Shares to Agent will be, the sole holder of record and the sole beneficial owner of the Pledged Collateral pledged by Pledgor free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Agreement; Pledgor is and at the time of delivery of the Pledged Debt to Agent will be, the sole owner of such Pledged Collateral free and clear of any Lien thereon or affecting title thereto, except for any Lien created by this Agreement;

     (b) All of the Pledged Shares have been duly authorized, validly issued and are fully paid and, to the extent applicable, non-assessable; the Pledged Debt has been duly authorized, authenticated or issued and delivered by, and is the legal, valid and binding obligations of the Issuer and the Issuer is not in default thereunder;

     (c) Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Collateral pledged by Pledgor to Agent as provided herein;

     (d) None of the Pledged Shares or Pledged Debt has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

     (e) All of the Pledged Shares pledged by Pledgor hereunder are presently owned by Pledgor. As of the date hereof, (i) there are no existing options, warrants, calls or commitments of any character whatsoever relating to the Pledged Shares and (ii) none of the Pledges Shares are represented by certificates;

     (f) No consent, approval, authorization or other order or other action by, and no notice to or filing with, any governmental authority or any other Person is required (i) for the pledge by Pledgor of the Pledged Collateral pledged by it pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally;

     (g) The pledge, assignment and delivery of the Pledged Collateral pursuant to this Agreement will create a valid first priority Lien on and a first priority perfected security interest in favor of the Agent for the benefit of Agent and Lenders in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations, subject to no other Lien;

     (h) This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms;

     (i) The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of the Pledged Entity; and

     (j) Except as disclosed on Part B of Schedule I , none of the Pledged Debt is subordinated in right of payment to other Debt (except for the Secured Obligations) or subject to the terms of an indenture.

          The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement.

     6.  Covenants . Pledgor covenants and agrees that until Full Payment of the Obligations and termination of all Revolver Commitments (the “ Termination Date ”):

     (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the Loan Agreement;

     (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary UCC financing statements, which may be filed by Agent with or (to the extent permitted by Applicable Law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;

     (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens except for claims and Liens relating to the Receivables Securitization Facility;

     (d) Pledgor will not permit or cause any of the Pledges Shares to be represented by certificates; provided , however , in the event that any Pledged Shares become represented by certificates in contravention of this provision, Pledgor shall immediately deliver, or cause to be delivered, to Agent, to be held by Agent on its behalf and on behalf of the Lenders, all such certificates, together with duly executed instruments of transfer or assignment in black, all in form and substance satisfactory to Agent; and

     (e) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Issuer, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “ Pledge Amendment ”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes or instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged

Shares and Pledged Debt listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

     7.  Pledgors’ Rights . As long as no Default or Event of Default shall be deemed to have occurred under the Loan Agreement and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof or as otherwise permitted under the Loan Agreement:

     (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided , however , that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Loan Agreement):

     (i) the dissolution or liquidation, in whole or in part, of any Pledged Entity;

     (ii) the consolidation or merger of any Pledged Entity with any other Person;

     (iii) the sale, disposition or encumbrance of all or substantially all of the assets of any Pledged Entity, except for Liens in favor of Agent;

     (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of any Pledged Entity or the issuance of any additional Stock; or

     (v) the alteration of the voting rights with respect to the Stock of any Pledged Entity; and

(b) (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Debt to the extent not in violation of the Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of any Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided , however , that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and

     (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above)

and all other distributions in respect of any of the Pledged Shares or Pledged Debt, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary indorsement).

     8.  Defaults and Remedies; Proxy .

     (a) After an Event of Default shall be deemed to have occurred under the Loan Agreement and during the continuation of such Event of Default, and concurrently with written notice to Pledgor, Agent (personally or through an agent) is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after ten (10) days’ notice of the time and place of any public sale or of the time at which a private sale is to take place (which notice Pledgor agrees is commercially reasonable) the whole or any part of the Pledged Collateral and to otherwise act with respect to the Pledged Collateral. Any sale shall be made at a public or private sale at Agent’s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as Agent may deem fair, and Agent may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or any right of redemption. Each sale shall be made to the highest bidder, but Agent reserves the right to reject any and all bids at such sale which, in its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by an auctioneer or any officer or agent of Agent. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT AS THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE (AS DEFINED ABOVE). IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY

ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, AGENT SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO.

     (b) Agent may, on one or more occasions and in its discretion, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided , however , that any sale or sales made after such postponement shall be after ten (10) days’ notice to Pledgor.

     (c) After an Event of Default shall be deemed to have occurred under the Loan Agreement and during the continuation of such Event of Default, if, at any time when Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “ Act ”), Agent may, in its discretion (subject only to requirements of Applicable Law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as Agent may deem necessary or advisable, but subject to the other requirements of this Section 8 , and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Agent in its discretion (x) may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under said Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or any part thereof. In addition to a private sale as provided above in this Section 8 , if any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 8 , then Agent shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to requirements of Applicable Law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:

     (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;

     (ii) as to the content of legends to be placed upon any certificates representing the Pledged Collateral sold in such sale, including restrictions on future transfer thereof;

     (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about the Pledged Entity and such Person’s intentions as to the holding of the Pledged Collateral so sold for investment for its own account and not with a view to the distribution thereof; and

     (iv) as to such other matters as Agent may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws.

     (d) Pledgor recognizes that Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (c) above. Pledgor also acknowledges that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Pledged Entity or Issuer to register such securities for public sale under the Act, or under applicable state securities laws, even if Pledgor and the Pledged Entity or Issuer would agree to do so.

     (e) Pledgor agrees to the maximum extent permitted by Applicable Law that after an Event of Default shall be deemed to have occurred under the Loan Agreement, it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Pledged Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so. Pledgor agrees that it will not interfere with any right, power and remedy of Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of Agent to exercise any such right, power and remedy and no notice or demand which may be given to or made upon Pledgor by Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Pledgor in any respect.

     (f) Pledgor further agrees that a breach of any of the covenants contained in this Section 8 will cause irreparable injury to Agent, that Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 8 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not

then due and payable in accordance with the agreements and instruments governing and evidencing such obligations.

     9.  Waiver . No delay on Agent’s part in exercising any power of sale, Lien, option or other right hereunder, and no notice or demand which may be given to or made upon Pledgor by Agent with respect to any power of sale, Lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power of sale, Lien, option, or any other right hereunder, without notice or demand, or prejudice Agent’s rights as against Pledgor in any respect.

     10.  Assignment . Agent may assign, indorse or transfer any instrument evidencing all or any part of the Secured Obligations as provided in, and in accordance with, the Loan Agreement, and the holder of such instrument shall be entitled to the benefits of this Agreement.

     11.  Termination . Immediately following the Termination Date, Agent shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject to this Agreement and all instruments of assignment executed in connection therewith, free and clear of the Liens hereof and, except as otherwise provided herein, all of Pledgor’s obligations hereunder shall at such time terminate.

     12.  Lien Absolute . All rights of Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:

     (a) any lack of validity or enforceability of the Loan Agreement, any other Loan Document, or any other agreement or instrument governing or evidencing any Secured Obligations;

     (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement, any other Loan Document, or any other agreement or instrument governing or evidencing any Secured Obligations;

     (c) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;

     (d) the insolvency of any Borrower or Subsidiary of any Borrower; or

     (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.

     13.  Release . Pledgor consents and agrees that Agent may at any time, or from time to time, in its discretion:

     (a) renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the Secured Obligations; and

     (b) exchange, release and/or surrender all or any of the Collateral (including the Pledged Collateral), or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Agent in connection with all or any of the Secured Obligations; all in such manner and upon such terms as Agent may deem proper, and without notice to or further assent from Pledgor, it being hereby agreed that Pledgor shall be and remain bound upon this Agreement, irrespective of the value or condition of any of the Collateral, and notwithstanding any such change, exchange, settlement, compromise, surrender, release, renewal or extension, and notwithstanding also that the Secured Obligations may, at any time, exceed the aggregate principal amount thereof set forth in the Loan Agreement, or any other agreement governing any Secured Obligations. Pledgor hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Secured Obligations, and promptness in commencing suit against any party hereto or liable hereon, and in giving any notice to or of making any claim or demand hereunder upon Pledgor. No act or omission of any kind on Agent’s part shall in any event affect or impair this Agreement.

     14.  Reinstatement . This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against Pledgor or the Pledged Entity for liquidation or reorganization, should Pledgor or the Pledged Entity become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Pledgor’s or the Pledged Entity’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

     15.  Miscellaneous .

     (a) Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to advice of counsel concerning all matters pertaining to its duties hereunder.

     (b) Pledgor agrees to promptly reimburse Agent for actual out-of-pocket expenses, including, without limitation, reasonable counsel fees, incurred by Agent in connection with the administration and enforcement of this Agreement.

     (c) Neither Agent, nor any of its respective officers, directors, employees, agents or counsel shall be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

     (d) THIS AGREEMENT SHALL BE BINDING UPON PLEDGOR AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON BEHALF OF PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND BE

ENFORCEABLE BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND PLEDGOR.

     16.  Severability . If for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or effect those portions of this Agreement which are valid.

     17.  Notices . Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give or serve upon any other a communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and either shall be delivered in person or sent by registered or certified mail, return receipt requested, with proper postage prepaid, or by facsimile transmission and confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided herein:

(a)

If to Agent, at:

Bank of America Business Capital
One South Wacker Drive
Suite 3400
Chicago, IL 60606
Attention: __________________________
Fax No.:     (_________) _______-_______

With copies to:

Latham & Watkins
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
Attention: Brad Kotler
Fax No.: (312) 993-9767

(b)

If to Pledgor, at:

c/o Cooper Tire & Rubber Company
                                                              
                                                              
Attention:                                               

Fax No.:                                              

With copies to:

                                                              
                                                              
                                                              
Attention:                                               
Fax No.:                                                  

or at such other address as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly served, given or delivered (i) upon the earlier of actual receipt and three (3) Business Days after deposit in the United States mail, registered or certified mail, return receipt requested, with proper postage prepaid, (ii) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile promptly confirmed by delivery of a copy by personal delivery or United States mail as otherwise provided in this Section 17 ), (iii) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid, or (iv) when delivered, if hand-delivered by messenger. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to the persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

     18.  Section Titles . The Section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

     19.  Counterparts . This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement.

     20.  Benefit of Lenders . All security interests granted or contemplated hereby shall be for the benefit of Agent and Lenders, and all proceeds or payments realized from the Pledged Collateral in accordance herewith shall be applied to the Obligations in accordance with the terms of the Loan Agreement.

[signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

[Signature Page to Pledge Agreement]

SCHEDULE I

PART A

PLEDGED DEBT

Payor		Payee		Issue Date
Cooper Receivables LLC		Cooper Tire & Rubber Company		August 30, 2006

SCHEDULE II

PLEDGE AMENDMENT

           This Pledge Amendment, dated ______________, 20__ is delivered pursuant to Section 6(d) of that certain Pledge Agreement dated November 9, 2007, between Cooper Tire & Rubber Company, as Pledgor, and Bank of America, N.A., as Agent (the “ Pledge Agreement ”). All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Pledge Agreement. The undersigned hereby certifies that the representations and warranties in Section 5 of the Pledge Agreement are and continue to be true and correct, both as to the promissory notes, instruments and shares pledged prior to this Pledge Amendment and as to the promissory notes, instruments and shares pledged pursuant to this Pledge Amendment. The undersigned further agrees that this Pledge Amendment may be attached to the Pledge Agreement, and that the Pledged Shares and Pledged Debt listed on this Pledge Amendment shall be and become a part of the Pledged Collateral referred to in the Pledge Agreement and shall secure all Secured Obligations referred to in the Pledge Agreement.

		Initial
Issuer		Principal Amount		Issue Date
Cooper Receivables LLC

EXHIBIT 10.3

INTERCREDITOR AGREEMENT

     INTERCREDITOR AGREEMENT, dated as of November 9, 2007 (as modified, amended, restated or supplemented from time to time, this “ Agreement ”), by and among PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrator under the Receivables Purchase Agreement (as hereinafter defined) (the “ Administrator ”), BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “ Administrative Agent ”) and Collateral Agent (in such capacity, the “ Collateral Agent ”, and together with the Administrative Agent, the “ Lender Agent ”) under the Loan Agreement (as hereinafter defined), COOPER RECEIVABLES LLC (the “ Transferor ”), and COOPER TIRE & RUBBER COMPANY (“ Cooper Tire ”).

WITNESSETH:

     WHEREAS, Cooper Tire has agreed to sell, contribute, transfer and assign to the Transferor, and the Transferor has agreed to purchase or otherwise acquire from Cooper Tire, as Originator under the Purchase and Sale Agreement (in such capacity, the “ Originator ”), all of the right, title and interest of the Originator in the Receivables (as hereinafter defined) pursuant to that certain Purchase and Sale Agreement dated as of August 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “ Purchase and Sale Agreement ”);

     WHEREAS, the Transferor, as seller, Cooper Tire, in its capacity as Servicer, the Receivables Purchasers (each as defined below), and the Administrator, in its capacities as LC Bank (as defined in the Receivables Purchase Agreement), and as administrator for the Receivables Purchasers, are parties to an Amended and Restated Receivables Purchase Agreement dated as of September 14, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Receivables Purchase Agreement ”), pursuant to which, among other things, (i) the Receivables Purchasers have agreed, among other things, to purchases from the Transferor from time to time undivided percentage ownership interests in Receivables purchased by or contributed to the Transferor pursuant to the Purchase and Sale Agreement and (ii) the Transferor has granted a lien on the Receivables to the Administrator for the benefit of the Receivables Purchasers;

     WHEREAS, the Purchase and Sale Agreement and the Receivables Purchase Agreement provide for the filing of UCC financing statements to perfect the ownership and security interest of the parties thereto with respect to the property covered thereby;

     WHEREAS, Cooper Tire, as a borrower (in such capacity, the “ Borrower ”), Max-Trac Tire Co., Inc., (“ Max-Trac ”), as a borrower, the Lender Agent, PNC, as syndication agent, Banc of America Securities LLC and PNC Capital Markets LLC, as joint book managers and joint lead arrangers, and the financial institutions from time to time party thereto as Lenders are parties to a Loan and Security Agreement dated as of November 9, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”; capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Loan Agreement);

     WHEREAS, to secure Cooper Tire’s obligations to the Lenders and Lender Agent under the Loan Agreement and other Loan Documents (as hereinafter defined), Cooper Tire has granted to the Lender Agent for the benefit of the Lenders a lien over, among other things, inventory, certain accounts receivable and certain general intangibles, including the Unsold Receivables (as hereinafter defined), and all proceeds of the foregoing; and

     WHEREAS, the parties hereto wish to set forth certain agreements with respect to the Receivables Assets (as hereinafter defined) and with respect to the Lender Collateral (as hereinafter defined);

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:

ARTICLE 1.

DEFINITIONS.

     1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

     “ Bankruptcy Code ” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

     “ Borrower ” is defined in the fourth Recital.

     “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York, Pittsburgh, Pennsylvania, Chicago, Illinois, Wisconsin or Charlotte, North Carolina are authorized or required by law to remain closed.

     “ Claim ” means the Lender Claim or the Receivables Claim, as applicable.

     “ Collections ” means, for any Receivable as of any date, (i) all amounts, whether in the form of wire transfer, cash, checks, drafts, or other instruments, that are received (or deemed received) by the Transferor, the Originator, Cooper Tire in its capacity as servicer or the Administrator, in each case in payment of amounts owed in respect of such Receivable (including purchase price, finance charges, interest and other charges), or applied to any amount owed by an Obligor on account of such Receivable, including, without limitation, all amounts received on account of such Receivable (including insurance payments and net proceeds of the sale or disposition of repossessed goods or other collateral or property of an Obligor on account of such Receivable) and all other fees and charges related thereto, (ii) cash proceeds of Returned Goods with respect to such Receivable and (iii) all amounts paid by Cooper Tire in respect of such Receivable pursuant to the Purchase and Sale Agreement and/or the Receivables Purchase Agreement, in each case, whether received or paid on, before, or after the delivery of a Receivables Termination Notice under Section 2.19 of this Agreement.

     “ Commingled Property ” is defined in Section 2.03(d).

     “ Contract ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Disposition ” means, with respect to any assets of Cooper Tire, any liquidation of Cooper Tire or its assets, the establishment of any receivership for Cooper Tire or its assets, the appointment of an administrator, trustee, conservator or other custodian for Cooper Tire or any part of its assets, a bankruptcy proceeding (or any other proceeding under insolvency, debtor relief or debt adjustment laws) of Cooper Tire (either voluntary or involuntary), the payment of any insurance, condemnation, confiscation, seizure or other claim upon any such assets or the condemnation, confiscation, seizure, loss or destruction thereof, or damage to, or any other sale, transfer, assignment or other disposition of such assets.

     “ Enforcement ” means collectively or individually, for (a) any of the Administrator or the Receivables Purchasers to (i) declare a Facility Termination Date to have occurred under the Receivables Documents by reason of an occurrence of a Termination Event thereunder (or any Facility Termination Date shall have occurred automatically by reason of an occurrence of a Termination Event thereunder) or (ii) commence the judicial or nonjudicial enforcement of any of the default rights and remedies under the Receivables Documents and/or (b) any of the Lender Agent or the Lenders during the continuance of a Lender Event of Default (i) to demand payment in full of or accelerate the indebtedness of Cooper Tire owing to the Lenders and Lender Agent or (ii) to commence the judicial or nonjudicial enforcement of any of the default rights and remedies under the Loan Documents.

     “ Enforcement Notice ” means a written notice delivered in accordance with Section 2.05, which notice shall (i) if delivered by the Administrator, state that a Facility Termination Date has been declared or deemed declared by reason of an occurrence of a Termination Event and state that an Enforcement Period has commenced and (ii) if delivered by the Lender Agent, state that a Lender Event of Default has occurred and that the payment in full of the Lender Claim has been demanded or the indebtedness of Cooper Tire to the Lenders has been accelerated or Lender Agent has otherwise commenced the judicial or nonjudicial enforcement of any default rights and remedies under the Loan Documents, and state that an Enforcement Period has commenced.

     “ Enforcement Period ” means the period of time following the receipt by either the Lender Agent, on the one hand, or the Administrator, on the other, of an Enforcement Notice delivered by the other until the earliest of the following: (i) the Receivables Claim has been satisfied in full, none of the Receivables Purchasers have any further obligations under the Receivables Documents and the Receivables Documents have been terminated; (ii) the Lender Claim has been satisfied in full, the Lenders have no further obligations under the Loan Documents and the Loan Documents have been terminated; and (iii) the parties hereto agree in writing to terminate the Enforcement Period.

     “ Facility Termination Date ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Inventory ” has the meaning ascribed to such term in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or

otherwise used or consumed in the Originator’s business (but excluding equipment (as such term is defined in the UCC) and Returned Goods).

     “ Lender Claim ” means all of the indebtedness, obligations and other liabilities of Cooper Tire and its subsidiaries now or hereafter arising under, or in connection with, the Loan Documents including, but not limited to, all sums now or hereafter lent or advanced to or for the benefit of Cooper Tire, all reimbursement obligations of Cooper Tire with respect to letters of credit, any interest thereon (including, without limitation, interest accruing after the commencement of a bankruptcy, insolvency or similar proceeding relating to Cooper Tire, whether or not such interest is an allowed claim in any such proceeding), any reimbursement obligations, fees or expenses due thereunder, any costs of collection or enforcement, and all other “Obligations” under and as defined in the Loan Agreement.

     “ Lender Collateral ” means all property and interests in property, now owned or hereafter acquired or created, of Cooper Tire in or upon which a Lender Interest is granted or purported to be granted by Cooper Tire to the Lender Agent for the benefit of the Lenders under any of the Loan Documents, and includes, without limitation,

     (a) all of the interests in property described in the first proviso of Section 2.01(a) hereof;

     (b) all Unsold Receivables;

     (c) all rights to, but not the obligations of, the Originator under all Related Security with respect to any of the Unsold Receivables;

     (d) all monies due or to become due to the Originator with respect to any of the foregoing;

     (e) all books and records of the Originator to the extent related to any of the foregoing;

     (f) all Collections and other products and proceeds (as defined in the applicable UCC) of any of the foregoing, including, without limitation, all funds which either are received by the Originator in its individual capacity or as servicer or the Transferor from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the Unsold Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that Cooper Tire, in its individual capacity or as servicer or the Transferor applies in the ordinary course of its business to amounts owed in respect of any of the Unsold Receivables, and the net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of any of the Unsold Receivables or any other parties directly or indirectly liable for payment of such Unsold Receivables); and

     (g) all proceeds of the foregoing.

     In no event shall the Lender Collateral include any property released from the Lender Interest pursuant to Section 2.01(a).

     “ Lender Deposit Account Control Agreement ” means a “Deposit Account Control Agreement” as such term is defined in the Loan Agreement.

     “ Lender Event of Default ” has the meaning ascribed to the term “Event of Default” in the Loan Agreement.

     “ Lender Interest ” means, with respect to any property or interest in property, now owned or hereafter acquired or created, of Cooper Tire, any lien, claim, encumbrance, security interest or other interest of the Lender Agent or the Lenders in such property or interests in property.

     “ Lenders ” means the “Lenders” and “Secured Parties” under and as defined in the Loan Agreement, the Lender Agent, the Syndication Agent, the Joint Lead Arrangers and the Joint Book Managers (each as defined in the Loan Agreement).

     “ Loan Agreement ” is defined in the fourth Recital.

     “ Loan Documents ” has the meaning ascribed to such term in the Loan Agreement.

     “ Lock-Box Account ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Obligor ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Originator ” is defined in the first Recital.

     “ Outstanding Balance ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Person ” means any individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity or a governmental body or any political subdivision thereof.

     “ Pledged Collateral ” means (a) the Transferor Stock, (b) the Subordinated Note, (c) all payments of principal and interest or dividends or other distributions on, and other rights to payment under, any of the foregoing, and (d) all proceeds of any of the foregoing.

     “ Proceeds ” has the meaning ascribed to such term in the UCC.

     “ Purchase and Sale Agreement ” is defined in the first Recital.

     “ Purchased Receivables ” means now owned or hereafter existing Receivables sold, transferred or contributed, or purported to be sold, transferred or contributed by the Originator to the Transferor under the Purchase and Sale Agreement, but does not include any Receivable (or interest therein or Receivables Assets related thereto) that is sold, transferred or contributed, or purported to be sold, transferred or contributed, by the Originator to the Transferor after the Sale Termination Date.

     “ Receivable ” means any indebtedness and other obligations owed to the Originator or the Transferor or any right of the Transferor or the Originator to payment from or on behalf of an Obligor or any right to reimbursement for funds paid or advanced by the Transferor or the Originator on behalf of an Obligor, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, however arising (whether or not earned by performance), and includes, without limitation, the obligation to pay any finance charges, fees and other charges with respect thereto.

     “ Receivables Assets ” means

     (a) each Purchased Receivable;

     (b) all rights to, but not the obligations of, the Originator under all Related Security with respect to any of the foregoing Receivables;

     (c) all monies due or to become due to the Originator with respect to any of the foregoing;

     (d) all books and records of the Originator to the extent related to any of the foregoing;

     (e) all Collections and other products and proceeds (as defined in the applicable UCC) of any of the foregoing, including, without limitation, all funds which either are received by the Originator in its individual capacity or as servicer or the Transferor from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that Cooper Tire, in its individual capacity or as servicer or the Transferor applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and the net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables);

     (f) all right, title and interest (but not obligations) of the Transferor in and to each lock-box account into which any Collections or other products or proceeds (as defined in the applicable UCC) with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other products or proceeds (as such term is defined in the applicable UCC);

     (g) all rights, powers and privileges (but not any obligations) of the Transferor under the Purchase and Sale Agreement; and

     (h) all proceeds of the foregoing.

     “ Receivables Claim ” means all indebtedness, obligations (monetary or otherwise) and other liabilities of the Originator to the Transferor and of the Originator and the Transferor to the Receivables Purchasers and/or the Administrator now or hereafter arising under, or in connection with, the Receivables Documents, including, but not limited to, all sums or increases now or

hereafter advanced or made to or for the benefit of the Transferor thereunder as the purchase price paid for Purchased Receivables (or interests therein), all reimbursement obligations of the Transferor with respect to letters of credit, any interest or yield thereon (including, without limitation, interest or yield accruing after the commencement of a bankruptcy, insolvency or similar proceeding relating to Cooper Tire or the Transferor, whether or not such interest or yield is an allowed claim in any such proceeding), any repayment or reimbursement obligations, fees or expenses due thereunder, and any costs of collection or enforcement.

     “ Receivables Documents ” means the Purchase and Sale Agreement, the Receivables Purchase Agreement and any other agreements, instruments or documents (i) executed by the Originator and delivered to the Transferor, the Administrator or the Receivables Purchasers or (ii) executed by the Transferor and delivered to the Administrator or the Receivables Purchasers.

     “ Receivables Interest ” means, with respect to any property or interests in property, now owned or hereafter acquired or created, of the Originator (regardless of whether sold or contributed by the Originator to the Transferor), any lien, claim, encumbrance, security interest or other interest of the Transferor and/or the Administrator or any Receivables Purchaser in such property or interests in property.

     “ Receivables Purchase Agreement ” is defined in the second Recital.

     “ Receivables Purchaser ” means each Person from time to time party to the Receivables Purchase Agreement in the capacity of a “Purchaser” or “Administrator” (each as defined in the Receivables Purchase Agreement).

     “ Receivables Termination Notice ” means a written notice from the Lender Agent to the Administrator stating that a Lender Event of Default has occurred and that the payment in full of the Lender Claim has been demanded or the indebtedness of Cooper Tire to the Lenders has been accelerated.

     “ Records ” means all Contracts and other documents, books, records and other information (including computer programs, tapes, disks, data processing software and related property and rights) maintained with respect to Receivables, the Obligors thereunder and the Receivables Assets.

     “ Related Security ” means, with respect to any Receivable:

     (a) all of the Originator’s and the Transferor’s interest in any Returned Goods and documentation of title evidencing the shipment or storage of any Returned Goods, the sale of which gave rise to such Receivable,

     (b) all instruments and chattel paper that may evidence such Receivable,

     (c) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto,

     (d) solely to the extent applicable to such Receivable, all of the Originator’s and the Transferor’s rights, interests and claims under the Contracts relating to such Receivable, and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, and

     (e) all of the Originator’s and the Transferor’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents (as such term is defined in the Receivables Purchase Agreement).

     “ Returned Goods ” means returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise to a Receivable.

     “ Sale Termination Date ” means the earliest to occur of (a) the date the Facility Termination Date occurs with respect to all Purchasers (as such term is defined in the Receivables Purchase Agreement), (b) the date on which an Event of Bankruptcy occurs with respect to the Originator and (c) the Business Day immediately following the date on which the Administrator receives a Receivables Termination Notice; provided however , the occurrence of the Sale Termination Date and the cessation of the sale and transfer of Receivables from the Originator to the Transferor shall be subject to applicable bankruptcy laws and any orders of any bankruptcy court.

     “ Servicer ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Subordinated Note ” means the “Company Note” as such term is defined in Section 3.1 of the Purchase and Sale Agreement.

     “ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

     “ Unsold Receivables ” means any Receivables other than Purchased Receivables.

     “ Termination Event ” has the meaning ascribed to such term in the Receivables Purchase Agreement.

     “ Transferor Stock ” means (a) all of the issued and outstanding membership interests of the Transferor, (b) all additional membership interests of the Transferor issued from time to time, (c) all options, warrants and other rights with respect to the foregoing and (d) all dividends and other distributions on account of such membership interests.

     1.02. References to Terms Defined in the Receivables Documents and the Loan Documents . Whenever in Section 1.01 a term is defined by reference to the meaning ascribed to such term in any of the Receivables Documents or in any of the Loan Documents, then, unless otherwise specified herein, such term shall have the meaning ascribed to such term in the Receivables Documents or Loan Documents, respectively, as in existence on the date hereof, without giving effect to any amendments of such term (or any amendment of terms used in such

term) as may hereafter be agreed to by the parties to such documents, unless such amendments have been consented to in writing by all of the parties hereto.

ARTICLE 2.

INTERCREDITOR PROVISIONS.

     2.01. Priorities with Respect to Receivables Assets .

     (a) Notwithstanding any provision of the UCC, any applicable law or decision or any of the Loan Documents or the Receivables Documents, the Lender Agent (for itself and on behalf of each Lender) hereby agrees that, at all times prior to the Sale Termination Date, upon the sale or other transfer or any purported sale or transfer (including, without limitation, by way of capital contribution) (to the extent recharacterized as a financing) of any Receivable (or interest therein) by the Originator to the Transferor pursuant to the Purchase and Sale Agreement, any Lender Interest of the Lenders or the Lender Agent in such Receivables and all Receivables Assets with respect thereto shall automatically and without further action cease and be forever released and discharged and the Lender Agent and the Lenders shall have no right, title or interest therein; provided , however , that nothing in this Section 2.01 or in the definition of “Receivables Assets” shall be deemed to constitute a release or subordination by the Lender Agent or any of the Lenders of: (i) any Lender Interest in the proceeds received by Cooper Tire from the Transferor for the sale of Receivables pursuant to the Purchase and Sale Agreement (including, without limitation, cash payments made by the Transferor under the Subordinated Note (as the outstanding principal balance under the Subordinated Note may increase or decrease from time to time)); (ii) any Lender Interest or right of the Lender Agent or any of the Lenders in any interests that Cooper Tire may acquire from the Transferor or the Administrator in Returned Goods or that Cooper Tire has in Returned Goods; or (iii) any Lender Interest or right that any of the Lenders or the Lender Agent has in any Unsold Receivables and the proceeds thereof, or (iv) any Lender Interest or right that the Lender Agent or any of the Lenders has in any deposit or other bank account subject to any Lender Deposit Account Control Agreement; provided further , however , that any Lender Interest in such Returned Goods shall be junior and subject and subordinate to the Receivables Interest therein unless and until each of Cooper Tire and the Transferor shall have made all payments or adjustments required to be made by it under the Receivables Documents on account of the reduction of the Outstanding Balance of any Purchased Receivable related to such Returned Goods. If any goods or merchandise, the sale of which has given rise to a Purchased Receivable, are returned to or repossessed by Cooper Tire, on behalf of the Transferor, then, upon payment by Cooper Tire or the Transferor of all adjustments required on account thereof under the Receivables Purchase Agreement, the Receivables Interest in such Returned Goods shall automatically and without further action cease to exist and be released and extinguished and such Returned Goods shall thereafter not constitute Receivables Assets for purposes of this Agreement unless and until such Returned Goods have been resold so as to give rise to a Receivable and such Receivable has been sold, contributed, or otherwise transferred to the Transferor.

     (b) The Lender Agent further acknowledges and agrees that to the extent that, notwithstanding Section 2.01(a) above, the Lender Agent or any Lenders are deemed to have any interest, claim or benefit in or from the Receivables Assets whether by operation of law, legal

process, pursuant to applicable provisions of the Bankruptcy Code or otherwise (including without limitation by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then any such interest, claim or benefit in or from the Receivables Assets is and shall be expressly subordinated to the indefeasible payment in full of the Receivables Claim (whether or not any such claim is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including the Bankruptcy Code) including, without limitation, the payment of post-petition interest on such other obligations and liabilities.

     2.02. Respective Interests in Lender Collateral; Transferor Distributions to Originator .

          (a) Except for all rights to access to and use of Records granted to the Transferor, the Administrator, and the Receivables Purchasers pursuant to the Receivables Documents and except for the Receivables Interest of the Administrator (for the benefit of the Receivables Purchasers) in Returned Goods, which interest is senior in all respects to any Lender Interest therein subject to Section 2.01(a), each of the Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) agrees that it does not have and shall not have any Receivables Interest in the Lender Collateral, and that it consents to the creation, attachment, perfection, and continued existence of the Lender Interest in the Lender Collateral and the filing of UCC financing statements in favor of the Lender Agent covering Lender Collateral but excluding any Receivables Assets. Notwithstanding any provision of the UCC, any applicable law or decision or any of the Loan Documents or the Receivables Documents, the Transferor, the Administrator and the Receivables Purchasers hereby agree that, at all times on and after the Sale Termination Date, upon the sale or other transfer or any purported sale or transfer (including, without limitation, by way of capital contribution) (to the extent recharacterized as a financing) of any Receivable (or interest therein) on or after the Sale Termination Date by the Originator to the Transferor, any Receivables Interest in such Receivables and all Lender Collateral with respect thereto shall automatically and without further action cease and be forever released and discharged and the Administrator and the Receivables Purchasers shall have no right, title or interest therein.

          (b) Each of the Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) acknowledges and agrees that to the extent that, notwithstanding Section 2.02(a) above, the Transferor, the Administrator or any Receivables Purchaser is deemed to have any interest, claim or benefit in or from the Lender Collateral whether by operation of law, legal process, pursuant to applicable provisions of the Bankruptcy Code or otherwise (including without limitation by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then any such interest, claim or benefit in or from the Lender Collateral is and shall be expressly subordinated to the indefeasible payment in full of the Lender Claim (whether or not any such claim is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including the Bankruptcy Code) including, without limitation, the payment of post-petition interest on such other obligations and liabilities.

          (c) Transferor shall distribute all payments made by Transferor to Originator in accordance with the Purchase and Sale Agreement into a bank account of Originator that is subject to a Lender Deposit Account Control Agreement.

     2.03. Distribution of Proceeds . At all times, all proceeds of Lender Collateral and Receivables Assets shall be distributed in accordance with the following procedure:

          (a) (i) Subject to the subordination provisions of Section 2.01(a), all proceeds of the Lender Collateral shall be paid to the Lender Agent for application on the Lender Claim and other obligations and liabilities owing under the Loan Agreement and other Loan Documents until the Lender Claim and such other obligations and liabilities have been paid and satisfied in full in cash and the Loan Agreement is terminated; and (ii) any remaining proceeds shall be paid to Cooper Tire or as otherwise required by applicable law, and the Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) agrees that none of the Transferor, the Administrator or the Receivables Purchasers have, nor shall they have, any Receivables Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy that the Transferor, the Administrator or the Receivables Purchasers may have against Cooper Tire under the Receivables Documents or otherwise.

          (b) Subject to the subordination provisions of Section 2.02(a), all proceeds of the Receivables Assets shall be paid to the Administrator for application against the Receivables Claim in accordance with the Receivables Documents until the Receivables Claim has been paid and satisfied in full in cash and the Receivables Documents have terminated; and (ii) subject to Section 2.01 hereof, any remaining proceeds shall be paid to the Transferor or as otherwise required by applicable law. The Lender Agent (for itself and on behalf of each Lender) agrees that, except as set forth in Section 2.01 hereof, neither the Lender Agent nor the Lenders have, nor shall they have, any Lender Interest in such remaining proceeds. The foregoing shall not, however, impair any claim or any right or remedy that the Lender Agent or the Lenders may have against Cooper Tire under the Loan Documents or otherwise.

          (c) The Administrator agrees that, to the extent collections with respect to any Lender Collateral are on deposit in any Lock-Box Account, each of the Administrator and the Servicer shall use its commercially reasonable efforts to identify such collections, and when so identified, will cause such collections to be paid to an account of the Originator controlled by the Lender Agent so long as the forwarding of such collections would not violate any law, governmental rule, regulation or court order. The Lender Agent agrees that, to the extent collections of the Receivables Assets are on deposit in an account controlled by the Lender Agent, each of the Lender Agent and any applicable servicer under the Loan Documents will use its commercially reasonable efforts to identify such collections, and when so identified, cause such collections to be paid to the Lock-Box Account identified by the Administrator so long as the forwarding of such collections would not violate any law, governmental rule, regulation or court order.

          (d) If any Inventory of Cooper Tire has been commingled with Returned Goods in which the Receivables Interest continues as provided in Section 2.01(a) above (such Returned Goods and commingled Inventory, to the extent consisting of the same type and quality as such Returned Goods, collectively, the “Commingled Property”), and the Lender Agent or any Lender receives any proceeds on account of such Commingled Property (whether by reason of sale or by reason of insurance payments on account thereof) prior to release of the Receivables Interest in the Returned Goods included in such Commingled Property, then: (i) all proceeds of such Commingled Property shall be paid to the Lender Agent, and the Lender Agent shall,

immediately upon receipt of such proceeds, pay to the Administrator for application against the Receivables Claim a share of such proceeds equal to the dollar amount of such proceeds multiplied by a fraction, the numerator of which equals the book value of such commingled Returned Goods and the denominator of which equals the book value of all of such Commingled Property; and (ii) any remaining proceeds shall be paid to the Lender Agent for application against the Lender Claim.

     2.04. Unsold Receivables .

          (a) The Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) hereby acknowledge that the Lender Agent on behalf of the Lenders and itself shall be entitled to Collections of Unsold Receivables.

          (b) The Lender Agent agrees that it shall not exercise any rights it may have under the Loan Documents to send any notices to Obligors informing them of the Lenders’ interest (if any) in the Receivables or directing such Obligors to make payments in any particular manner of any amounts due under the Receivables prior to the later of payment in full of the Receivables Claim and the termination of the Receivables Documents, except that from and after the earlier of (i) the date that is 45 days after the Sale Termination Date and (ii) the first date on which the Receivables Claim is less than $5,000,000, the Lender Agent may inform any Obligors of Unsold Receivables that such Unsold Receivables have been assigned to the Lender Agent and direct them as to where and how to make payments on account of Unsold Receivables.

          (c) Cooper Tire shall maintain a system of accounting that enables it to determine, for all Collections, the identity of the Receivables to which such Collections relate, including, without limitation, whether such Receivables are Purchased Receivables or Unsold Receivables. All of the parties hereto agree to cooperate with one another in good faith in making such determinations. In the event that Collections are received after the Sale Termination Date and the Receivable to which such Collections relate cannot be determined with reasonable certainty by the parties hereto after commercially reasonable inquiry, such Collections shall, for purposes of this Agreement, be applied first to the Receivables owed by such Obligor that have not been written off in accordance with GAAP in chronological order beginning with the oldest such Receivable, and then to the Receivables owed by such Obligor that have been written off in accordance with GAAP in chronological order beginning with the oldest such Receivable. In the event that Collections are received after the Sale Termination Date and the Obligor from whom such Collections were received cannot be determined with reasonable certainty by the parties hereto after commercially reasonable inquiry, such Collections shall, for purposes of this Agreement, be applied (to the extent that the parties hereto are entitled under applicable law to retain such Collections) first to the Receivables Claim and the Lender Claim on a pro rata basis, and second to the Transferor. Once identified, all proceeds of Unsold Receivables shall be transferred from the applicable Lock-Box Account to such other deposit accounts as the Lender Agent may specify from time to time.

     2.05. Enforcement Actions . Each of the Lender Agent and the Administrator agrees to use reasonable efforts to give an Enforcement Notice to the other prior to commencement of Enforcement (but failure to do so shall not prevent such Person from commencing Enforcement or

affect its rights hereunder nor create any cause of action or liability against such Person). Subject to the foregoing, each of the parties hereto agrees that during an Enforcement Period:

          (a) Subject to any applicable restrictions in the Receivables Documents, the Administrator may at its option and without the prior consent of the other parties hereto, take any action to (i) accelerate payment of the Receivables Claim or any other obligations and liabilities under any of the Receivables Documents and (ii) liquidate the Receivables Assets or foreclose or realize upon or enforce any of its rights with respect to the Receivables Assets; provided , however , that the Administrator shall not take any action to foreclose or realize upon or to enforce any rights it may have with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral without the prior written consent of the Lender Agent unless the Lender Agent has provided a written notice to the Administrator stating that the Loan Documents have been terminated and all monetary obligations under the Loan Documents have been satisfied in full.

          (b) Subject to any applicable restrictions in the Loan Documents, the Lender Agent or the Lenders may, at their option and without the prior consent of the other parties hereto, take any action to accelerate payment of the Lender Claim or any other obligation or liability arising under any of the Loan Documents, foreclose or realize upon or enforce any of their rights with respect to the Lender Collateral, including, except as otherwise provided in Section 2.03(d), with respect to any Receivables Assets constituting Returned Goods that have been commingled with the Lender Collateral, and take any other actions as they deem appropriate; provided , however , that the Lender Agent shall not otherwise take any action to foreclose or realize upon or to enforce any rights that either of them may have with respect to uncommingled Returned Goods without the Administrator’s prior written consent unless the Administrator has provided a written notice to the Lender Agent stating that the Receivables Documents have been terminated and all monetary obligations under the Receivables Documents have been satisfied in full.

          (c) If Returned Goods are commingled with Inventory, the parties agree to cooperate in the disposition of Commingled Property and the application of the proceeds thereof as provided in Section 2.03(d).

     2.06. Access to Records . (a) Subject to any applicable restrictions in the Receivables Documents (but without limiting any rights under the Receivables Documents), each of the Receivables Purchasers and the Administrator may enter one or more premises of Cooper Tire, the Transferor or their respective affiliates, whether leased or owned, at any time during reasonable business hours, without force or process of law and without obligation to pay rent or compensation to Cooper Tire, the Transferor, such affiliates, the Lenders or the Lender Agent, whether before, during or after an Enforcement Period, and may have access to and use of all Records located thereon and may have access to and use of any other property to which such access and use are granted under the Receivables Documents, in each case provided that such use is for the purpose of enforcing or exercising the Administrator’s and/or the Receivables Purchasers’ rights with respect to the Receivables Assets.

     (b) Subject to any contractual restrictions regarding confidentiality, (i) each of the Receivables Purchasers and the Administrator agrees to provide Lender Agent with access to and use of all Records in its possession; provided such access and use is for the purpose of enforcing

or exercising the Lender Agent’s and Lenders’ rights with respect to the Lender Collateral and (ii) each of the Lender Agent and the Lenders agrees to provide the Administrator with access to and use of all books and records related to the Lender Collateral in its possession; provided such access and use is for the purpose of enforcing or exercising the Administrator’s and the Receivables Purchasers’ rights with respect to the Receivables Assets.

     2.07. Accountings . Cooper Tire agrees to render statements to the Administrator upon request, which statements shall identify in reasonable detail the Unsold Receivables, the Returned Goods and the Receivables to which the Returned Goods may relate. The Lender Agent agrees to inform the Administrator, upon reasonable request, as to the Lender Agent’s then current estimate of the outstanding amount of the Lender Claim, giving effect to the application of proceeds of Lender Collateral as hereinbefore provided. Cooper Tire agrees to render statements to the Lender Agent upon the request of the Lender Agent, which statements shall identify in reasonable detail the Purchased Receivables and shall render an account of the Receivables Claim, giving effect to the application of proceeds of Receivables Assets and Lender Collateral as hereinbefore provided; provided that the Administrator agrees to inform the Lender Agent as to the Administrator’s then current estimate of the outstanding amount of the Receivables Claim upon the reasonable request of the Lender Agent from and after the date (if any) on which Cooper Tire has ceased to be the Servicer under the Receivables Purchase Agreement. The Administrator agrees to provide written notice to the Lender Agent, upon reasonable request, as to the outstanding amount of the Receivables Interest of the Administrator (for the benefit of the Receivables Purchasers) in Returned Goods, subject to receipt by the Administrator of a statement from Cooper Tire identifying such Returned Goods. Cooper Tire and the Transferor hereby authorize the Lender Agent and the Administrator to provide the statements described in this section. None of the Lender Agent, Cooper Tire or the Administrator shall bear any liability if their respective accounts are incorrect.

     2.08. Agency for Perfection . The Administrator and the Lender Agent hereby appoint each other as agent for purposes of perfecting by possession their respective security interests and ownership interests and liens on the Lender Collateral and Receivables Assets, as applicable, described hereunder. In the event that the Administrator obtains possession of any item that it believes with reasonable certainty to be part of the Lender Collateral, the Administrator shall notify the Lender Agent of such fact, shall hold such Lender Collateral and shall deliver such Lender Collateral to the Lender Agent upon request. In the event that the Lender Agent obtains possession of any item that it believes with reasonable certainty to be part of the Receivables Assets, the Lender Agent shall notify the Administrator of such fact, shall hold such Receivables Assets and shall deliver such Receivables Assets to the Administrator upon request. The Administrator shall notify the Lender Agent with reasonable promptness whenever the Receivables Documents are amended to expand the scope of the property owned by or owed to the Receivables Purchasers thereunder; provided , however , that no such amendment shall be deemed to affect the meaning of terms defined in this Agreement unless the parties hereto consent in writing in accordance with Section 1.02 of this Agreement. The Lender Agent shall notify the Administrator with reasonable promptness whenever the Loan Documents are amended to expand the scope of the collateral securing the obligations thereunder; provided , however , that no such amendment shall be deemed to affect the meaning of terms defined in this Agreement unless the parties hereto consent in writing in accordance with Section 1.02 of this Agreement. No party to this Agreement shall be

liable under this Agreement to any other party to this Agreement by reason of its having, in good faith, relinquished possession of Lender Collateral or Receivables Assets.

     2.09. UCC Notices . In the event that any party hereto shall be required by the UCC or any other applicable law to give notice to the other of intended disposition of Receivables Assets or Lender Collateral, respectively, such notice shall be given in accordance with Section 3.01 hereof and ten (10) days’ notice shall be deemed to be commercially reasonable.

     2.10. Independent Credit Investigations . Neither the Receivables Purchasers, the Administrator, the Lender Agent nor the Lenders, nor any of their respective directors, officers, agents or employees, shall be responsible to the other or to any other Person for the solvency, financial condition or ability of Cooper Tire or the Transferor to repay the Receivables Claim or the Lender Claim, or for the worth of the Receivables Assets or the Lender Collateral, or for statements of Cooper Tire or the Transferor, oral or written, or for the validity, sufficiency or enforceability of the Receivables Claim, the Lender Claim, the Receivables Documents, the Loan Documents, the Administrator’s or any Receivables Purchaser’s interest in the Receivables Assets or the Lenders’ or the Lender Agent’s interest in the Lender Collateral. The Lenders and the Receivables Purchasers have entered into their respective agreements with Cooper Tire or the Transferor, as applicable, based upon their own independent investigations. None of the Lender Agent, the Lenders, the Administrator or the Receivables Purchasers makes any warranty or representation to the other nor does it rely upon any representation of the other with respect to matters identified or referred to in this Section 2.10.

     2.11. Limitation on Liability of Parties to Each Other . Except with respect to liability for breach of express obligations under this Agreement, no party shall have any liability to any other party except for liability arising from the gross negligence or willful misconduct of such party or its representatives as determined by a court of competent jurisdiction. No fiduciary duties on the part of the Administrator or the Lender Agent are intended to be created under this Agreement, notwithstanding the use of the terms “agent” or “agency.” Each of the Administrator, on the one hand, and the Lender Agent, on the other hand, are independent contractors with respect to the other and neither of them shall be regarded as the agent, trustee or other fiduciary of the other by virtue of this Agreement. The obligations and rights under this Agreement of each of the Administrator and the Lender Agent apply to each such party solely in its capacity as Administrator and Lender Agent, and not in any other capacity.

     2.12. Amendments to Loan Arrangements or to this Agreement . Each party hereto shall, upon reasonable request of any other party hereto, provide copies of all modifications or amendments and copies of all other documentation relevant to the Receivables Assets or the Lender Collateral. All modifications or amendments of this Agreement must be in writing and duly executed by an authorized officer of each party hereto to be binding and enforceable.

     2.13. Marshalling of Assets . Nothing in this Agreement will be deemed to require either the Administrator or the Lender Agent (i) to proceed against certain property securing the Lender Claim (or any other obligation or liability under the Loan Agreement or any other Loan Document) or the Receivables Claim (or any other obligation or liability under any other Receivables Document), as applicable, prior to proceeding against other property securing such Claim or obligations or liabilities or against certain persons guaranteeing any such obligations or

(ii) to marshal the Lender Collateral (or any other collateral) or the Receivables Assets (as applicable) upon the enforcement of the Lender Agent’s or the Administrator’s remedies under the Loan Documents or Receivables Documents, as applicable.

     2.14. Relative Rights .

          (a) The relative rights of the Lenders, each as against the other, shall be determined by agreement among such parties in accordance with the terms of the Loan Documents. The Administrator and the Receivables Purchasers shall be entitled to rely on the power and authority of the Lender Agent to act on behalf of all of the Lenders to the extent that the provisions of this Agreement have the Lender Agent so act.

          (b) The Lender Agent and the Lenders shall be entitled to rely on the power and authority of the Administrator to act on behalf of the Receivables Purchasers to the extent that the provisions of this Agreement have the Administrator so act.

     2.15. Effect Upon Loan Documents and Receivables Documents . By executing this Agreement, Cooper Tire and the Transferor agree to be bound by the provisions hereof (i) as they relate to the relative rights of the Lenders and the Lender Agent with respect to the property of Cooper Tire, and (ii) as they relate to the relative rights of Cooper Tire, the Transferor, the Receivables Purchasers and/or the Administrator as creditors of (or purchasers from) Cooper Tire or the Transferor, as the case may be. Cooper Tire acknowledges that the provisions of this Agreement shall not give it any substantive rights as against the Lender Agent or the Lenders and that nothing in this Agreement shall (except as expressly provided herein) amend, modify, change or supersede the terms of the Loan Documents as among Cooper Tire, the Lender Agent and the Lenders. The Transferor and Cooper Tire acknowledge that the provisions of this Agreement shall not give the Transferor or Cooper Tire any substantive rights as against the Administrator or the Receivables Purchasers and that nothing in this Agreement shall (except as expressly provided herein) amend, modify, change or supersede the terms of the Receivables Documents as among the Transferor, Cooper Tire, the Administrator and the Receivables Purchasers. Cooper Tire and the Transferor further acknowledge that the provisions of this Agreement shall not give either such party any substantive rights as against the other and that nothing in this Agreement shall amend, modify, change or supersede the terms of the Receivables Documents as between Cooper Tire and the Transferor. Notwithstanding the foregoing, each of the Administrator (for itself and on behalf of each Receivables Purchaser), and the Lender Agent (for itself and on behalf of each Lender) agrees, that, as between themselves, to the extent that the terms and provisions of the other Loan Documents or the Receivables Documents are inconsistent with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control.

     2.16. Nature of the Lender Claim and Modification of Loan Documents . Each of the Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) acknowledge that the Lender Claim and other obligations and liabilities owing under the Loan Documents are, in part, revolving in nature and that the amount of such revolving indebtedness that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed. Except as expressly set forth herein, the terms of the Loan Documents may be modified, extended or amended from time to time, and the amount thereof may be

increased or reduced, all without notice to or consent by any of the Transferor, the Administrator or the Receivables Purchasers and without affecting the provisions of this Agreement; provided that nothing in this Section 2.16 (including, without limitation, the next succeeding sentence) shall be construed to relieve Cooper Tire or the Transferor of its obligation to comply with the covenants under the Receivables Purchase Agreement and the Purchase and Sale Agreement. Without in any way limiting the foregoing, each of the Transferor and the Administrator (for itself and on behalf of each Receivables Purchaser) hereby agrees that the maximum amount of the Lender Claim and other obligations and liabilities owing under the Loan Documents may be increased at any time and from time to time to any amount.

     2.17. Nature of the Receivables Claim and Modification of Receivables Documents . Cooper Tire and the Lender Agent (for itself and on behalf of each Lender) acknowledges that the Receivables Claim and other obligations and liabilities owing under the Receivables Documents are, in part, revolving in nature and that the amount of such revolving obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reincurred. Except as expressly set forth herein, the terms of the Receivables Documents may be modified, extended or amended from time to time, and the amount thereof may be increased or reduced, all without notice to or consent by any of Cooper Tire, the Lenders or the Lender Agent and without affecting the provisions of this Agreement; provided that nothing in this Section 2.17 (including, without limitation, the next succeeding sentence) shall be construed to relieve Cooper Tire of its obligation to comply with the covenants under the Loan Agreement. Without in any way limiting the foregoing, each of Cooper Tire and the Lender Agent (for itself and on behalf of each Lender) hereby agrees that the maximum amount of the Receivables Claim and other obligations and liabilities owing under the Receivables Documents and the amount of Receivables that may be purchased or otherwise financed pursuant to the Receivables Documents may, in each case, be increased at any time and from time to time to any amount.

     2.18. Further Assurances . Each of the parties agrees to take such actions as may be reasonably requested by any other party, whether before, during or after an Enforcement Period, in order to effect the rules of distribution and allocation set forth above in this Article 2 and otherwise to effectuate the agreements made in this Article; provided that any such actions shall not violate any law, governmental rule, regulation or court order.

     2.19. Termination and Cessation of Transfer of Receivables . From and after the Sale Termination Date, Cooper Tire shall terminate and cease all transfers of Receivables to the Transferor. Subject to applicable bankruptcy law, nothing contained in this Section shall affect the rights of the Transferor, Administrator or Receivables Purchasers with respect to Receivables Assets transferred prior to the Sale Termination Date; provided , however , that such termination and cessation shall be subject to applicable bankruptcy laws and any orders of any bankruptcy court. Subject to the foregoing proviso, the parties hereto acknowledge and agree that, notwithstanding anything to the contrary in the Receivables Purchase Agreement or the Purchase and Sale Agreement, delivery of a Receivables Termination Notice hereunder shall constitute a Facility Termination Date under (and as defined in) the Receivables Purchase Agreement and a Purchase and Sale Termination Event under (and as defined in) the Purchase and Sale Agreement. Neither the Lender Agent nor Required Lenders shall deliver a Receivables Termination Notice

on any date during the continuance of any Lender Event of Default if on such date the total utilization of the Revolver Commitment under (and as defined in) the Loan Agreement is zero.

     2.20. No Petition; Subordinated Note; Stock . The Lender Agent (for itself and on behalf of each Lender) hereby agrees, notwithstanding any provision of the Loan Documents, that

          (a) in connection with its rights as pledgee of the Subordinated Note and the Transferor Stock, (i) it will comply with the subordination provisions of the Subordinated Note and (ii) it will not (A) unless and until it has delivered a Receivables Termination Notice, assume ownership of the Subordinated Note or the Transferor Stock, (B) exercise any voting rights under the Transferor Stock, (C) institute, or cause or require the Originator to institute, any action or suit or exercise, or cause or require the Originator to exercise, any rights or remedies of the Originator upon or with respect to any breach or default by the Transferor under any Subordinated Note or by the Transferor or any other Person under any of the Receivables Documents, or (D) exercise any other remedies on default by Cooper Tire under the Loan Documents with respect to the Pledged Collateral or any other rights or interests of the Originator under the Receivables Documents, in each case until receiving notice from the Administrator that all Receivables Claims have been paid in full and the obligations of the Originator and the Transferor under the Receivables Purchase Agreement and the other Receivables Documents have been terminated; provided , however , that, to the extent provided in the Loan Documents or under applicable law, the Lender Agent may take, or require Cooper Tire to take, reasonable actions to assure the validity, perfection and priority of the Lender Agent’s security interest in the Pledged Collateral and proceeds thereof;

          (b) prior to the date that is one year and one day after the date upon which the Receivables Claim is paid in full, it will not institute against, or join any other Person in instituting against, the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other similar proceeding under any bankruptcy or similar law of the United States or any state of the United States;

          (c) it shall not contest or challenge, or join any other Person in contesting or challenging, the transfers of Receivables Assets from the Originator to the Transferor (except to the extent in violation of the terms of this Agreement), whether on the grounds that such transfers were disguised financings, preferential transfers, fraudulent conveyances or otherwise or a transfer other than a “true sale” or a “true contribution.” Without limiting the foregoing, it shall not contest or challenge, or join any other Person in contesting or challenging, the validity, enforceability, priority or perfection of the interest of the Transferor in any of the Receivables Assets, or the validity, enforceability, priority or perfection of the interest of any assignee of the Transferor (including any Receivables Purchaser) in any of the Receivables Assets. In addition, it shall not (x) assert that any Person and the Transferor should be substantively consolidated or that the Transferor is not or was not a limited liability company separate and distinct from the Originator or any other Person, or (y) challenge the valuation of any Receivables Assets which any Receivables Purchaser, any assignee of such Receivables Purchaser or the Administrator may elect to liquidate as permitted under the Receivables Documents, or otherwise assert that any such liquidation was illegal, not done in a commercially reasonable manner, or otherwise invalid or improper; and

          (d) neither the Administrator nor any Receivables Purchaser has a fiduciary duty to any Lender based on the pledge of the Subordinated Note or Transferor Stock.

ARTICLE 3.

MISCELLANEOUS.

     3.01. Notices . All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including by facsimile copy) and delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or facsimile as to each party hereto, at its address set forth under its name on Schedule 3.01 hereto or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective upon receipt or, in the case of notice by telex, when telexed against receipt of the answerback, or in the case of notice by facsimile copy, when verbal confirmation of receipt is obtained, in each case addressed as aforesaid.

     3.02. Agreement Absolute . This Agreement may not be modified or amended, except in accordance with Section 2.12. This Agreement shall be applicable both before and after the filing of any petition under the Bankruptcy Code by or against Cooper Tire or the Transferor and all references herein to Cooper Tire or the Transferor shall be deemed to apply to a debtor-in-possession for such party and all allocations of payments between the Lenders and the Receivables Purchasers shall, subject to any court order to the contrary, continue to be made after the filing of such petition on the same basis that the payments were to be applied prior to the date of the petition.

     3.03. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. The successors and assigns for Cooper Tire and the Transferor shall include a debtor-in-possession or trustee of or for such party. The successors and assigns for the Lenders, the Receivables Purchasers, the Lender Agent and the Administrator, as the case may be, shall include any successor Lenders, Receivables Purchasers, Lender Agent and Administrator, as the case may be, appointed under the terms of the Loan Documents or the Receivables Documents, as applicable. Each of the Lender Agent (for itself and on behalf of each Lender) and the Administrator (for itself and on behalf of each Receivables Purchaser), as the case may be, agrees not to transfer any interest it may have in, to or under the Loan Documents, the Receivables Documents, the Lender Collateral, the Receivables Assets, the Lender Claim or the Receivables Claim unless such transferee has been notified of the existence of this Agreement and has agreed to be bound hereby. Any reference in this Agreement to the Lender Agent shall include each successor Lender Agent that may be appointed from time to time pursuant to the Loan Agreement, and each such successor Lender Agent shall automatically and without further action become, and be deemed to have become, a party hereto by its acceptance of its appointment as a successor Lender Agent.

     3.04. Beneficiaries . The terms and provisions of this Agreement shall be for the sole benefit of the parties hereto, the Lenders and the Receivables Purchasers and their respective successors and assigns, and no other Person shall have any right, benefit or priority by reason of this Agreement.

     3.05. GOVERNING LAW . (A) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

     (B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF NEW YORK COUNTY, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

     3.06. Section Titles . The article and section headings contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement among the parties hereto.

     3.07. Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

     3.08. Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

* * * * *

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.