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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