8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 9, 2007

COOPER TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	1-04329	34-4297750
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

701 Lima Avenue, Findlay, Ohio	45840
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 423-1321

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On August 30, 2006, Cooper Tire & Rubber Company, a Delaware corporation (the “Company”), established a $175 million accounts receivable securitization facility. Pursuant to a Purchase and Sale Agreement, dated as of August 30, 2006 (the “Purchase and Sale Agreement”), by and among the Company, Oliver Rubber Company, a California corporation and wholly-owned subsidiary of the Company (“Oliver”), and Cooper Receivables LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“CRLLC”), the Company agreed to sell certain of its and Oliver’s domestic trade receivables, on a continuous basis, to CRLLC in exchange for cash or a short-term note. In turn, CRLLC agreed to sell from time to time senior undivided ownership interests in the purchased trade receivables, without recourse, to PNC Bank, National Association pursuant to a Receivables Purchase Agreement, dated as of August 30, 2006 (the “Receivables Purchase Agreement”), for the benefit of the purchasers named in such Receivables Purchase Agreement. This transaction was reported on a Current Report on Form 8-K filed by the Company on August 31, 2006.

     On November 30, 2006, the Company, CRLLC and PNC Bank, National Association, amended the calculation of the percentage of consolidated indebtedness to consolidated capitalization covenant in the $175 million accounts receivable securitization facility pursuant to a First Amendment to Receivables Purchase Agreement by and among the Company, CRLLC, Market Street Funding LLC (“Market Street”) and PNC Bank, National Association (the “First Amendment to Receivables Purchase Agreement” and, the Receivables Purchase Agreement, as amended by the First Amendment to Receivables Purchase Agreement, the “Amended Receivables Purchase Agreement”). This amendment was made in anticipation of the adoption of Financial Accounting Standards Board Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans, as of December 31, 2006.” This amendment was reported on a Current Report on Form 8-K filed by the Company on December 1, 2006.

     As of March 9, 2007, the Company, CRLLC, Market Street and PNC Bank, National Association entered into a Second Amendment to Receivables Purchase Agreement (the “Second Amendment to Receivables Purchase Agreement”) by which the parties amended the definition of “Specifically Reserved Dilution Amount” contained in the Amended Receivables Purchase Agreement and the Company and CRLLC renewed certain representations and warranties.

     The summary of the Second Amendment to Receivables Purchase Agreement described above is qualified in its entirety by reference to the Second Amendment to Receivables Purchase Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
10.1	Second Amendment to Receivables Purchase Agreement, dated as of March 9, 2007, by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, Market Street Funding LLC and PNC Bank, National Association

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COOPER TIRE & RUBBER COMPANY
By:	/s/ James E. Kline
Name:	James E. Kline
Title:	Vice President, General Counsel and Secretary

Date: March 13, 2007

EXHIBIT INDEX

Exhibit Number	Description
10.1	Second Amendment to Receivables Purchase Agreement, dated as of March 9, 2007, by and among Cooper Receivables LLC, Cooper Tire & Rubber Company, Market Street Funding LLC and PNC Bank, National Association

EX-10.1

Exhibit 10.1

EXECUTION COPY

[COOPER]

SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 9, 2007, is entered into among COOPER RECEIVABLES LLC (the “Seller”), COOPER TIRE & RUBBER COMPANY (the “Servicer”), MARKET STREET FUNDING LLC, as Related Committed Purchaser and as Conduit Purchaser and PNC BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”) and as Purchaser Agent for the Market Street Purchaser Group.

RECITALS

     1. The parties hereto are parties to the Receivables Purchase Agreement, dated as of August 30, 2006 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Agreement”); and

     2. The parties hereto desire to amend the Agreement as hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement.

     SECTION 2. Amendment to the Agreement. The definition of “Specifically Reserved Dilution Amount” set forth in Exhibit I to the Agreement is hereby amended and restated in its entirety as follows:

     “Specifically Reserved Dilution Amount” means, at any time of determination, the sum of (i) the “Cooper Tire Volume Rebate Liability”, which shall equal the amount recorded on the books and records of Cooper Tire as the aggregate accrued liability for future volume rebate payments of all Originators at such time and (ii) the “Cooper Tire Marketing and Merchandising Reserve”, which shall equal the amount recorded on the books and records of Cooper Tire as the aggregate accrued liability for marketing and merchandising customer incentive payments for all Originators at such time.

     SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to the Administrator, the Purchaser and the Purchaser Agent as follows:

     (a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

     (b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.

     (c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

     SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

     SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto.

     SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

     SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     SECTION 8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Signatures begin on next page]

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

COOPER RECEIVABLES LLC, as Seller
By:	/s/ Charles F. Nagy
Name:  Charles F. Nagy
Title:   Assistant Treasurer
By:	/s/ Stephen O. Schroeder
Name:  Stephen O. Schroeder
Title:   President and Treasurer
COOPER TIRE & RUBBER COMPANY, as Servicer
By:	/s/ Philip G. Weaver
Name:  Philip G. Weaver
Title:    Vice President & Chief Financial Officer
By:	/s/ Stephen O. Schroeder
Name:  Stephen O. Schroeder
Title:   Vice President and Treasurer

(STAMP)      

Second Amendment to RPA (Cooper)

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Consented and Agreed;
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:	/s/ William P. Falcon
	Name: William P. Falcon
	Title:   Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Purchaser Agent for the Market Street Purchaser Group
By:	/s/ William P. Falcon
	Name: William P. Falcon
	Title:   Vice President
MARKET STREET FUNDING LLC,
as a Related Committed Purchaser and as Conduit
Purchaser
By:	/s/ Doris J. Hearn Name: Doris J. Hearn
	Title:    Vice President

Second Amendment to RPA (Cooper)

S-2