Item 1.01 Entry into a Material Definitive Agreement.
On December 17, 2020, Cooper Tire & Rubber Company, a Delaware corporation (the
"Company"), and Cooper Receivables, LLC, a Delaware limited liability company
("CRLLC"), entered into Omnibus Amendment No. 1 (the "Amendment") amending (x)
that certain Second Amended and Restated Receivables Purchase Agreement, dated
as of February 15, 2018 (the "Original Receivables Purchase Agreement" and as
amended by the Amendment, the "RPA"), (y) that certain Purchase and Sale
Agreement, dated as of August 30, 2006, as amended by the First Amendment to
Purchase and Sale Agreement, dated September 14, 2007 (as amended by the
Amendment, the "PSA") and (z) that certain Performance Guaranty, dated August
30, 2006 (as amended by the Amendment, the "Performance Guaranty"). Pursuant to
the Amendment, among other things, the purchase limit for the Company's accounts
receivable facility (the "AR Facility") was reduced from $150.0 million to
$100.0 million, the maturity date of the AR Facility was extended from February
12, 2021 to December 19, 2022, and modifications were made to trigger levels in
the termination events set forth in the AR Facility. Also, Wells Fargo Bank,
National Association replaced PNC Bank, National Association as Administrator
and LC Bank, Purchaser Agent, Related Committed Purchaser and LC Participant
under the AR Facility.
CRLLC pays Discount (as defined in the RPA) with respect to amounts advanced by
the Purchasers under the AR Facility. CRLLC is also required to pay a program
fee, a structuring fee and an unused fee in connection with the AR Facility.
The RPA, the PSA and the Performance Guaranty contain customary representations
and warranties, affirmative and negative covenants, and termination events.
Other material terms are consistent with the Original Receivables Purchase
Agreement.
The foregoing descriptions of the Amendment are qualified in their entirety by
reference to the Amendment, a copy of which is filed as Exhibits 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in "Item 1.01. Entry into a Material Definitive
Agreement" is hereby incorporated by reference into this "Item 2.03. Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant."
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10 .1 Omnibus Amendment No. 1, dated December 17, 2020, by and among
Cooper Receivables, LLC, Cooper Tire & Rubber Company, and Wells Fargo Bank,
National Association
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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