exv10w1






Exhibit 10.1




EXECUTION COPY





               THIRD AMENDMENT
dated as of December 18, 2009 (this “Amendment”), to
the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 20,
2007, as amended (the “Credit Agreement”), among THE GOODYEAR TIRE &
RUBBER COMPANY, an Ohio corporation (“Goodyear”); GOODYEAR DUNLOP TIRES
EUROPE B.V., a corporation organized under the laws of the Netherlands;
GOODYEAR DUNLOP TIRES GERMANY GMBH, a company organized under the laws of
the Federal Republic of Germany; GOODYEAR DUNLOP TIRES OPERATIONS S.A., a
société anonyme organized under the laws of Luxembourg; the lenders party
thereto (together with their successors and permitted assigns thereunder,
the “Lenders”); J.P. MORGAN EUROPE LIMITED, as Administrative Agent (in
such capacity, the “Administrative Agent”); and JPMORGAN CHASE BANK, N.A.,
as Collateral Agent.



     WHEREAS, on the terms and conditions set forth in the Credit Agreement, the Lenders have
extended and agreed to extend credit to the Borrowers; and



     WHEREAS Goodyear and the Borrowers have requested that the Lenders amend, and the Lenders
under the Credit Agreement whose signatures appear below, constituting at least the Majority
Lenders, are willing to amend, certain provisions of the Credit Agreement on the terms and subject
to the conditions set forth herein.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:



     SECTION 1. Defined Terms. Capitalized terms used and not defined herein shall have the
meanings given to them in the Credit Agreement or, if not defined therein, in the Guarantee and
Collateral Agreement, each as amended hereby or pursuant hereto.



     SECTION 2. Amendment of the Credit Agreement. Upon the effectiveness of this Amendment
as provided in Section 5 below, Section 1.01 of the Credit Agreement is hereby amended by replacing
the definition of Consolidated Net J.V. Indebtedness, with the following definition:




          “Consolidated Net J.V. Indebtedness” means, at any date, (a)
the sum for the European J.V. and its Consolidated Subsidiaries at such
date, without duplication, of (i) all Indebtedness (other than
obligations in respect of Swap Agreements) that is included on the
European J.V.’s consolidated balance sheet, (ii) all Capitalized Lease
Obligations, (iii) all synthetic lease financings and (iv) all Qualified
Receivables Transactions, minus (b) the Cash Amount,



 









 






all determined in accordance with GAAP. For purposes of computing
Consolidated Net J. V. Indebtedness, (A) the amount of any synthetic lease
financing shall equal the amount that would be capitalized in respect of
such lease if it were a Capitalized Lease Obligation, (B) Indebtedness owing
by the European J. V. or any of its Consolidated Subsidiaries to Goodyear or
any of its Consolidated Subsidiaries shall be disregarded, and (C) the “Cash
Amount” shall mean:




          (x) for any date on or before March 31, 2011, the sum of (i) the
aggregate amount of cash and Temporary Cash Investments in excess of
$100,000,000 held at such time by the European J.V. and its Consolidated
Subsidiaries, (ii) the aggregate amount of cash and Temporary Cash
Investments in excess of $150,000,000 held at such time by Goodyear and
its Consolidated Subsidiaries that are US Subsidiaries and (iii) if at
such date the requirements of Section 6.09 of the First Lien Agreement
do not apply and the conditions to borrowing under the First Lien
Agreement are met, the amount equal to the difference between (1) the
lesser of (x) the Borrowing Base (as defined in the First Lien
Agreement) and (y) the aggregate amount of the Commitments (as defined
in the First Lien Agreement) in effect at such time under the First Lien
Agreement minus (2) the aggregate amount of the Credit Exposures (as
defined in the First Lien Agreement) at such time, and




          (y) for any date on and after April 1, 2011, the aggregate amount
of cash and Temporary Cash Investments in excess of $100,000,000 held at
such time by the European J.V. and its Consolidated Subsidiaries.




For purposes of Section 6.09, Consolidated Net J.V. Indebtedness will be
determined in Euros based upon the Exchange Rate in effect on the last day
of the applicable period.



     SECTION 3. Representations and Warranties. Each of Goodyear and each Borrower
represents and warrants to the Administrative Agent and the Lenders that:



          (a) After giving effect to this Amendment, no Default has occurred
and is continuing.



          (b) All representations and warranties of Goodyear, the European
J.V. and each other Borrower set forth herein and in the Credit Agreement are true
and correct in all material respects, except to the extent such representations and
warranties relate to an earlier date (in which case they were true and correct as of
such earlier date).



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     SECTION 4. Fees. Goodyear agrees to pay on the Amendment Effective Date to the
Administrative Agent, for the account of each Lender that executes and delivers a counterpart of
this Amendment to the Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York City
time, on December 18, 2009, a work fee (the “Work Fee”) in an amount equal to 0.125% of the
aggregate amount of such Lender’s Commitments. All such fees shall be payable in immediately
available funds and shall not be refundable.



     SECTION 5. Conditions Precedent to Effectiveness. This Amendment shall become
effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent
shall have received (a) counterparts hereof duly executed and delivered by Goodyear, each Borrower
and the Majority Lenders, (b) a certificate of a Financial Officer of Goodyear stating that on the
Amendment Effective Date (i) no Default or Event of Default has occurred and is continuing, and
(ii) the representations and warranties of Goodyear, the European J.V. and each other Borrower set
forth herein and in the Credit Agreement are true and correct in all material respects on and as of
the Amendment Effective Date, except to the extent such representations and warranties relate to an
earlier date (in which case they were true and correct as of such earlier date), and (c) the Work
Fees payable to the Lenders that delivered counterparts of this Amendment on or prior to the time
specified in Section 4.



     SECTION 6. No Other Amendments or Waivers; Confirmation. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.
Nothing herein shall be deemed to entitle Goodyear or the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement in similar or different circumstances. This Amendment
shall be a Credit Document for all purposes of the Credit Agreement. On and after the Amendment
Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified
hereby.



     SECTION 7. Expenses. Goodyear agrees to pay or reimburse the Administrative Agent for
its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable
fees, charges and disbursements of Cravath, Swaine & Moore LLP and Allen & Overy LLP, counsel for
the Administrative Agent.



     SECTION 8. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the laws of the
State of New York.



     SECTION 9. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile
transmission of the signature pages hereof.



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     SECTION 10. Austrian Matters. Each party hereto is reminded of its obligations under
Section 9.20 of the Credit Agreement and confirms that it will execute this Amendment outside the
Republic of Austria, it will not send any notice or other communication in respect of this
Amendment into or from the Republic of Austria and it will not send to or otherwise produce in
Austria an original copy, notarised copy or certified copy of this Amendment.



     SECTION 11. Headings. The section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.



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     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their duly authorized officers as of the day and
year first above written.




	 	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER
COMPANY,
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Damon J. Audia
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Damon J. Audia
	 

	 	 	 	 	 	Title: Senior Vice President, Finance and Treasurer
	 
	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES EUROPE B.V.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Dominique Golsong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Dominique Golsong
	 

	 	 	 	 	 	Title: Director
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Olivier Rousseau
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Olivier Rousseau
	 

	 	 	 	 	 	Title: Vice President Finance — Europe, Middle East and Africa Tire
	 
	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES GERMANY GMBH,
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Rainer Landwehr
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Rainer Landwehr
	 

	 	 	 	 	 	Title: Managing Director Goodyear Dunlop Tires Germany GmbH
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Ajay Sirohi
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Ajay Sirohi
	 

	 	 	 	 	 	Title: Director of Finance Goodyear Dunlop Tires Germany GmbH






 









 





	 	 	 	 	 	 	 
	 	 	GOODYEAR DUNLOP TIRES OPERATIONS
S.A.,
	 
	 	 	 	 	 	 
	 

	 	 	 	by 	/s/ Arthur de Bok 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Arthur de Bok 
	 

	 	 	 	 	 	Title: Director
	 
	 	 	 	 	 	 
	 

	 	 	 	by 	/s/ D Golsong
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: D Golsong






 









 






	 	 	 	 	 	 	 
	 	 	J.P. MORGAN EUROPE LIMITED, individually
	 	 	and as Administrative Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Ching Loh
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Ching Loh
	 

	 	 	 	 	 	Title: Associate
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A. individually
	 	 	and as Collateral Agent,
	 
	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Robert P. Kellas
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Robert P. Kellas
	 

	 	 	 	 	 	Title: Executive Director






 









 






	 	 	 	 	 	 	 
	 	 	     The undersigned institution hereby approves and becomes a party to the Third Amendment dated
as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of April
30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:
	 
	 	 	 	 	 	 
	 	 	     NAME OF INSTITUTION:
	 
	 	 	     GE CORPORATE FINANCE BANK SAS
	 
	 	 	 	 	 	 
	 

	 	 	 	     by	 	/s/ Max Jessernigg
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Max Jessernigg
	 

	 	 	 	 	 	Title: Executive Director
	 
	 	 	 	 	 	 
	 	 	For any institution requiring a second signature line:
	 
	 	 	 	 	 	 
	 

	 	 	 	     by	 	/s/ Julia Gnezdilova
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Julia Gnezdilova
	 

	 	 	 	 	 	Title: Director






 









 





	 	 	 	 	 	 	 
	 	 	The undersigned institution hereby approves and becomes a party to the Third Amendment dated as of
December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of April 30,
2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop
Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:
	 
	 	 	 	 	 	 
	 	 	 	 	CALYON NEW YORK BRANCH:
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Blake Wright
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Blake Wright
	 

	 	 	 	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	For an institution requiring a second signature line:
	 
	 	 	 	 	 	 
	 

	 	 	 	By
	 	/s/ Joseph A. Philbin
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Joseph A. Philbin
	 

	 	 	 	 	 	Title: Director







 












 






     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION: 



     BNP PARIBAS



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Nader Tannous
 	 
	 	 	Name:  	Nader Tannous 	 
	 	 	Title:  	Vice President 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Berangere Allen
 	 
	 	 	Name:  	Berangere Allen 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 





     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION:

     DEUTSCHE BANK AG NEW YORK BRANCH



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Scottye Lindsey
 	 
	 	 	Name:  	Scottye Lindsey 	 
	 	 	Title:  	Director 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Carin Keegan
 	 
	 	 	Name:  	Carin Keegan 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 





     The undersigned institution hereby approves and becomes a party to the Third Amendment dated
as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of April
30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop
Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION: 



     CITIBANK, N.A.



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Wayne Beckmann
 	 
	 	 	Name:  	Wayne Beckmann 	 
	 	 	Title:  	Managing Director 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 










     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION: 



     KBC BANK NV



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Philip Marck
 	 
	 	 	Name:  	Philip Marck 	 
	 	 	Title:  	General Manager

Division Corporate Banking Belgium 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 





     The undersigned institution hereby approves and becomes a party to the Third Amendment dated
as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of April
30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop
Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION:

     MORGAN STANLEY BANK, N.A.



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 



 









 











     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION: 

     UNICREDIT BANK SLOVAKIA A.S.



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Jozef Barta
 	 
	 	 	Name:  	Jozef Barta 	 
	 	 	Title:  	Chairman of Board of Directors 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Miroslav Strokendl
 	 
	 	 	Name:  	Miroslav Strokendl 	 
	 	 	Title:  	Member of Board of Directors 	 



 









 






     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:



     NAME OF INSTITUTION: 



     DEXIA BANQUE INTERNATIONALE A 

     LUXEMBOURG SOCIETE ANONYME



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Marc Schronen
 	 
	 	 	Name:  	Marc Schronen 	 
	 	 	Title:  	Director 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	/s/ André Poorters
 	 
	 	 	Name:  	André Poorters 	 
	 	 	Title:  	Managing Director 	 



 









 









     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION:

     GOLDMAN SACHS CREDIT PARTNERS L.P.



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Allison O’ Connor
 	 
	 	 	Name:  	Allison O’ Connor 	 
	 	 	Title:  	Authorized Signatory 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






     The undersigned institution hereby approves and becomes a party to the Third Amendment
dated as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of
April 30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear
Dunlop Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION: 



     BANK OF AMERICA



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Charles Fairchild
 	 
	 	 	Name:  	Charles Fairchild 	 
	 	 	Title:  	Officer 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 










     The undersigned institution hereby approves and becomes a party to the Third Amendment dated
as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of April
30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop
Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION:

     THE NORTHERN TRUST COMPANY



	 	 	 	 	 
	 	 	 
	 	by  	/s/ Jeffrey P. Sullivan
 	 
	 	 	Name:  	Jeffrey P. Sullivan 	 
	 	 	Title:  	Vice President 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 










     The undersigned institution hereby approves and becomes a party to the Third Amendment dated
as of December 17, 2009, to the Amended and Restated Revolving Credit Agreement dated as of April
30, 2007, of The Goodyear Tire & Rubber Company; Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop
Tires Germany GmbH, and Goodyear Dunlop Tires Operations S.A.:




     NAME OF INSTITUTION: 

     ALIE STREET INVESTMENTS 6 LIMITED



	 	 	 	 	 
	 	 	 
	 	by  	/s/ James Russell
 	 
	 	 	Name:  	James Russell 	 
	 	 	Title:  	Authorized Signatory 	 
	 





For any institution requiring a second signature line:



	 	 	 	 	 
	 	 	 
	 	by  	 	 
	 	 	Name:  	 	 
	 	 	Title: