ASSET PURCHASE AGREEMENT


    
      

    

     

    EXHIBIT 10.4

     

    
       

      


      


      


      


      


      ASSET
        PURCHASE AGREEMENT

      


      BY
        AND AMONG

      


      THE
        GOODYEAR TIRE & RUBBER COMPANY,

      GOODYEAR
        CANADA INC., 

      GOODYEAR
        SERVICIOS COMERCIALES, S. DE R.L. DE C.V.,
        

      THE
        KELLY-SPRINGFIELD TIRE CORPORATION

      


      AND

      


      TITAN
        TIRE CORPORATION

      


      


      


      _______________________________________________________

      


      


      DATED
        FEBRUARY 28, 2005

      


      _______________________________________________________

      


      


      


      


      


      


      
      

      


      
        
          
            


            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      



      TABLE
        OF CONTENTS

       

      


       

      
        	
                 

                Article
                  1 

                 

              	
                 

                CERTAIN
                  DEFINITIONS; RELATED MATTERS

                 

              	
                 

                2

                 

              
	
                Section
                  1.1

              	
                Definitions

              	
                2

              
	
                Section
                  1.2

              	
                Definitions
                  can be substantive

              	
                13

              
	
                Section
                  1.3

              	
                Definitions
                  Not in Article I

              	
                13

              
	
                Section
                  1.4

              	
                Non-Business
                  Day Performance

              	
                13

              
	
                Section
                  1.5

              	
                Calculation
                  Of Day Periods

              	
                13

              
	 	 	 
	
                 

                ARTICLE
                  2 

                 

              	
                 

                PURCHASE
                  AND SALE OF ASSETS

                 

              	
                 

                13

                 

              
	
                Section
                  2.1

              	
                Purchase
                  and Sale

              	
                13

              
	
                Section
                  2.2

              	
                Excluded
                  Assets

              	
                16

              
	
                Section
                  2.3

              	
                Consideration
                  to Be Paid by Purchaser

              	
                19

              
	
                Section
                  2.4

              	
                Preliminary
                  Purchase price; Determination of Purchase Price

              	
                19

              
	
                Section
                  2.5

              	
                Assumption
                  of Liabilities

              	
                21

              
	
                Section
                  2.6

              	
                Excluded
                  Liabilities

              	
                22

              
	
                Section
                  2.7

              	
                Assignment
                  and Transfer of Contracts and Permits

              	
                23

              
	
                Section
                  2.8

              	
                Allocation
                  of the Purchase Price

              	
                24

              
	 	 	 
	
                 

                ARTICLE
                  3 

                 

              	
                 

                THE
                  CLOSING

                 

              	
                 

                24

                 

              
	
                Section
                  3.1

              	
                The
                  Closing

              	
                24

              
	
                Section
                  3.2

              	
                Closing
                  Deilveries

              	
                25

              
	
                Section
                  3.3

              	
                Further
                  Assurances

              	
                28

              
	
                Section
                  3.4

              	
                Administration
                  of Accounts

              	
                28

              
	
                Section
                  3.5

              	
                Bulk
                  Sales Laws

              	
                29

              
	 	 	 
	
                 

                ARTICLE
                  4 

                 

              	
                 

                REPRESENTATIONS
                  AND WARRANTIES OF SELLER

                 

              	
                 

                29

                 

              
	
                Section
                  4.1

              	
                Incorporation;
                  Authorization; Etc.

              	
                29

              
	
                Section
                  4.2

              	
                No
                  Conflict

              	
                30

              
	
                Section
                  4.3

              	
                Real
                  and Tangible Personal Property

              	
                30

              
	
                Section
                  4.4

              	
                Financial
                  Reports

              	
                32

              
	
                Section
                  4.5

              	
                Absence
                  of Certain Changes

              	
                32

              
	
                Section
                  4.6

              	
                Inventories

              	
                33

              
	
                Section
                  4.7

              	
                Litigation

              	
                33

              
	
                Section
                  4.8

              	
                Intellectual
                  Property

              	
                33

              
	
                Section
                  4.9

              	
                Employee
                  Benefits

              	
                34

              
	
                Section
                  4.10

              	
                Employment
                  and Labor Matters

              	
                34

              
	
                Section
                  4.11

              	
                Compliance
                  with Laws

              	
                34

              
	
                Section
                  4.12

              	
                Contracts

              	
                34

              
	
                Section
                  4.13

              	
                Licenses
                  and Permits

              	
                34

              
	
                Section
                  4.14

              	
                Taxes

              	
                35

              
	
                Section
                  4.15

              	
                Insurance

              	
                35

              
	
                Section
                  4.16

              	
                Product
                  Warranty

              	
                35

              


      

      


      
        
          i

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	
                Section
                  4.17

              	
                Customers
                  and Suppliers

              	
                35

              
	
                Section
                  4.18

              	
                Environmental
                  Matters

              	
                36

              
	
                Section
                  4.19

              	
                Brokers,
                  Finders, Etc.

              	
                37

              
	
                Section
                  4.20

              	
                Accuracy
                  of Information; Full Disclosure

              	
                37

              
	 	 	 
	
                 

                ARTICLE
                  5 

                 

              	
                 

                REPRESENTATIONS
                  AND WARRANTIES OF PURCHASER

                 

              	
                 

                37

                 

              
	
                Section
                  5.1

              	
                Organization
                  and Good Standing

              	
                37

              
	
                Section
                  5.2

              	
                Authorization;
                  Etc.

              	
                37

              
	
                Section
                  5.3

              	
                No
                  Conflict

              	
                38

              
	
                Section
                  5.4

              	
                Independent
                  Analysis

              	
                38

              
	
                Section
                  5.5

              	
                Litigation

              	
                38

              
	
                Section
                  5.6

              	
                Finders,
                  Brokers

              	
                38

              
	 	 	 
	
                 

                ARTICLE
                  6 

                 

              	
                 

                COVENANTS
                  OF SELLER AND PURCHASER

                 

              	
                 

                38

                 

              
	
                Section
                  6.1

              	
                Access
                  to Information; Confidentiality

              	
                38

              
	
                Section
                  6.2

              	
                Conduct
                  of the Business

              	
                39

              
	
                Section
                  6.3

              	
                Notification
                  of Certain Matters

              	
                39

              
	
                Section
                  6.4

              	
                Efforts
                  Concerning Closing Conditions; 

              	 
	 	
                Regulatory
                  and Other Authorizations; Notices and Consents

              	
                40

              
	
                Section
                  6.5

              	
                Public
                  Statements

              	
                41

              
	
                Section
                  6.6

              	
                Cooperation

              	
                41

              
	
                Section
                  6.7

              	
                Transfer
                  Taxes and Fees

              	
                41

              
	
                Section
                  6.8

              	
                Expenses

              	
                42

              
	
                Section
                  6.9

              	
                Access
                  to Former Business Records; Cooperation Concerning Tax
                  Issues

              	
                42

              
	
                Section
                  6.10

              	
                Corporate
                  Names and Trademarks

              	
                43

              
	
                Section
                  6.11

              	
                Transfer
                  of Permits

              	
                43

              
	
                Section
                  6.12

              	
                Restrictive
                  Covenants

              	
                43

              
	
                Section
                  6.13

              	
                Real
                  Estate

              	
                47

              
	
                Section
                  6.14

              	
                Unaudited
                  Financial Statements

              	
                49

              
	
                Section
                  6.15

              	
                Certain
                  Government Contracts

              	
                49

              
	
                Section
                  6.16

              	
                Transfer
                  of Inventories

              	
                50

              
	 	 	 
	 ARTICLE
                7
                	 EMPLOYMENT
                MATTERS	 50
                 

              
	Section
                7.1	Employment	50 
	Section
                7.2 	Employee
                Retirement benefits	51 
	Section
                7.3	Scope
                of this Article 	51
	 	 	 
	
                 

                ARTICLE
                  8 

                 

              	
                 

                ENVIRONMENTAL
                  MATTERS

                 

              	
                 

                52

                 

              
	
                Section
                  8.1

              	
                Environmental
                  matters

              	
                52

              
	
                Section
                  8.2

              	
                Other
                  environmental Matters

              	
                54

              
	 	 	 
	
                 

                ARTICLE
                  9

                 

              	
                 

                CONDITIONS
                  TO CLOSING

                 

              	
                 

                54

                 

              
	
                Section
                  9.1

              	
                Conditions
                  to Obligations of all Parties

              	
                54

              


      

      


      
        
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                Section
                  9.2

              	
                Conditions
                  to Obligations of Sellers

              	
                55

              
	
                Section
                  9.3

              	
                Conditions
                  to Obligations of Purchaser

              	
                56

              
	 	 	 
	
                 

                ARTICLE
                  10 

                 

              	
                 

                REMEDIES

                 

              	
                 

                57

                 

              
	
                Section
                  10.1

              	
                Survival

              	
                57

              
	
                Section
                  10.2

              	
                Indemnification
                  By Seller

              	
                58

              
	
                Section
                  10.3

              	
                Indemnification
                  by Purchaser

              	
                58

              
	
                Section
                  10.4

              	
                Procedure
                  for Establishment of Claim

              	
                58

              
	
                Section
                  10.5

              	
                Limitations
                  and Remedies

              	
                60

              
	
                Section
                  10.6

              	
                Exclusive
                  Remedy

              	
                61

              
	 	 	 
	
                 

                ARTICLE
                  11 

                 

              	
                 

                TERMINATION

                 

              	
                 

                61

                 

              
	
                Section
                  11.1

              	
                Termination

              	
                61

              
	
                Section
                  11.2

              	
                Procedure
                  and Effect of Termination

              	
                62

              
	 	 	 
	
                 

                ARTICLE
                  12 

                 

              	
                 

                MISCELLANEOUS

                 

              	
                 

                62

                 

              
	
                Section
                  12.1

              	
                Interpretation.

              	
                62

              
	
                Section
                  12.2

              	
                Notices.

              	
                62

              
	
                Section
                  12.3

              	
                Waiver

              	
                63

              
	
                Section
                  12.4

              	
                Entire
                  Agreement

              	
                64

              
	
                Section
                  12.5

              	
                Titan
                  International Guaranty

              	
                64

              
	
                Section
                  12.6

              	
                Amendment

              	
                64

              
	
                Section
                  12.7

              	
                Parties
                  in Interest; Assignment

              	
                64

              
	
                Section
                  12.8

              	
                No
                  Partnership

              	
                64

              
	
                Section
                  12.9

              	
                Governing
                  Law; Disputes

              	
                64

              
	
                Section
                  12.10

              	
                Counterparts

              	
                65

              
	
                Section
                  12.11

              	
                Severability

              	
                65

              
	
                Section
                  12.12

              	
                Times
                  of the Essence

              	
                65

              


      

      


      


      
      

      


      
        
          
            


            
            

            


          

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      LIST
        OF SCHEDULES

      


      
        	
                Schedule
                  A

              	
                Knowledge
                  Officers of Sellers

              
	
                Schedule
                  B

              	
                Knowledge
                  Officers of Buyer

              
	
                Schedule
                  2.1(a)(i)

              	
                Tangible
                  Personal Property

              
	
                Schedule
                  2.1(a)(iii)

              	
                Assumed
                  Contracts

              
	
                Schedule
                  2.1(a)(iv)

              	
                IT/Personal
                  Property Leases

              
	
                Schedule
                  2.1(a)(vi)

              	
                Utility
                  Contracts

              
	
                Schedule
                  2.1(a)(vii)

              	
                Freeport
                  Permits

              
	
                Schedule
                  2.1(a)(ix)

              	
                Leases
                  between Goodyear and Larry Frey

              
	
                Schedule
                  2.2(c)

              	
                Excluded
                  Tangible Assets and Equipment

              
	
                Schedule
                  2.2(j)

              	
                Excluded
                  Contracts

              
	
                Schedule
                  2.2(l)i

              	
                Excluded
                  Computer Hardware and Equipment

              
	
                Schedule
                  2.2(l)(ii)

              	
                Excluded
                  Computer Software

              
	
                Schedule
                  2.2(n)

              	
                Freeport
                  Auto Leases

              
	
                Schedule
                  2.2(p)(i)

              	
                Farm
                  Tires Omitted from Sale

              
	
                Schedule
                  2.2(p)(ii)

              	
                Contracts
                  for Tires

              
	
                Schedule
                  2.2(p)(iii)

              	
                Molds
                  and Drums

              
	
                Schedule
                  2.2(v)

              	
                Other
                  Excluded Assets

              
	
                Schedule
                  2.3(a)

              	
                Wire
                  Transfer Instructions

              
	
                Schedule
                  2.5(e)

              	
                Other
                  Assumed Liabilities

              
	
                Schedule
                  2.8

              	
                Allocation
                  of Purchase Price

              
	
                Schedule
                  3.3

              	
                Custom
                  Label Contract Assets

              
	
                Schedule
                  4.2(a)

              	
                Defaults
                  Created by Sale

              
	
                Schedule
                  4.2(b)

              	
                Seller
                  Required Approvals

              
	
                Schedule
                  4.3(a)

              	
                Owned
                  Property; Liens

              
	
                Schedule
                  4.3(b)

              	
                Exceptions
                  to Leased Real Property

              
	
                Schedule
                  4.3(c)

              	
                Permit
                  Exceptions

              
	
                Schedule
                  4.3(e)

              	
                Liens
                  on PPE

              
	
                Schedule
                  4.3(f)

              	
                IT
                  Personal Property Leases

              
	
                Schedule
                  4.3(g)

              	
                Permitted
                  Liens

              
	
                Schedule
                  4.4

              	
                Income
                  and Loss Reports

              
	
                Schedule
                  4.5

              	
                Absence
                  of Material Changes

              
	
                Schedule
                  4.6

              	
                Inventories

              
	
                Schedule
                  4.7

              	
                Litigation
                  and Orders

              
	
                Schedule
                  4.9

              	
                Employee
                  Benefits

              
	
                Schedule
                  4.10

              	
                Employment
                  & Labor

              
	
                Schedule
                  4.12

              	
                Issues
                  Affecting Assumed Contracts

              
	
                Schedule
                  4.13

              	
                Material
                  Permit Exceptions

              
	
                Schedule
                  4.14

              	
                Taxes

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	
                Schedule
                  4.16

              	
                Product
                  Warranty

              
	
                Schedule
                  4.17

              	
                Top
                  10 Customers/Top 10 Suppliers

              
	
                Schedule
                  4.18

              	
                Environmental

              
	
                Schedule
                  6.2

              	
                Exceptions
                  to Operating Covenants

              
	
                Schedule
                  6.13(b)

              	
                Title
                  Objections

              
	
                Schedule
                  6.15

              	
                Government
                  Contracts

              
	
                Schedule
                  7.1(c)

              	
                Retained
                  Employees

              
	
                Schedule
                  9.1(d)

              	
                Lien
                  Discharges

              
	
                Schedule
                  9.3(d)

              	
                Consents
                  and Approvals

              
	
                Schedule
                  9.3(h)

              	
                USWA
                  Agreement

              


      

      


      


      
      

      


      
        
          
            


            


            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      



      LIST
        OF EXHIBITS

      


      


      


      
        	
                Exhibit
                  A

              	
                Assignment
                  and Bill of Sale

              
	
                Exhibit
                  B

              	
                Assumption
                  Agreement

              
	
                Exhibit
                  C

              	
                Special
                  Warranty Deed

              
	
                Exhibit
                  D

              	
                Sublease

              
	
                Exhibit
                  E

              	
                Personal
                  Property Lease Assignments

              
	
                Exhibit
                  F

              	
                Farm
                  Lease Assignments

              
	
                Exhibit
                  G

              	
                Offtake
                  Agreement

              
	
                Exhibit
                  H

              	
                Mixing
                  Agreement

              
	
                Exhibit
                  I

              	
                Service
                  Agreement

              
	
                Exhibit
                  J

              	
                Supply
                  Agreement

              
	
                Exhibit
                  K

              	
                Raw
                  Materials Agreement

              
	
                Exhibit
                  L

              	
                Trademark
                  License Agreement

              
	
                Exhibit
                  M 

              	
                Technology
                  Agreement

              
	
                Exhibit
                  N

              	
                Employee
                  Leasing Contract

              
	
                Exhibit
                  O 

              	
                Bailment
                  Agreement

              
	
                Exhibit
                  P

              	
                Software
                  License Agreement

              
	
                Exhibit
                  Q

              	
                Estoppel
                  Certificate

              
	
                Exhibit
                  R

              	
                Guaranty
                  - Titan International, Inc. 

              


      

      


      


      


       

      


       

      


       

      
      

      


      
        
          
            


            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      



       

      ASSET
        PURCHASE AGREEMENT

       

      THIS
        ASSET PURCHASE AGREEMENT
        (this
“Agreement”), dated as of February 28, 2005 is made by and among Titan Tire
        Corporation, a corporation organized under the laws of the State of Illinois
        (“Purchaser”) and The Goodyear Tire & Rubber Company (“Goodyear”), a
        corporation organized under the laws of the State of Ohio, Goodyear Canada
        Inc.,
        an Ontario corporation (“Goodyear Canada”), Goodyear
        Servicios Comerciales, S. de R.L. de C.V.,
        a
        Mexican sociedad de responsabilidad limitada (“Goodyear Mexico”) and The
        Kelly-Springfield Tire Corporation, a Delaware corporation (“Kelly,” and,
        collectively with Goodyear, Goodyear Canada and Goodyear Mexico, “Sellers”, and
        each individually, a “Seller”). 

       

      R
        E C I T A L S:

       

      A. Goodyear
        is involved, as of the date hereof, in the manufacture of Farm Tires (as
        herein
        defined) using assets of Goodyear and Kelly located at Goodyear’s manufacturing
        facility at Freeport, Illinois. “Farm Tires” means the tires described in
        Goodyear’s Farm
        Tire Handbook 2003 (the
        “Farm Tire Handbook”), excluding therefrom the tires described in Schedule
        2.2(p)(i) hereto.

       

      B. Goodyear,
        Goodyear Canada and Goodyear Mexico are involved, as of the date hereof,
        in the
        manufacture, distribution and/or sale, in the United States, Canada and Mexico,
        respectively, of Farm Tires (the business described in Recitals A and B hereto,
        as currently conducted, including the goodwill associated therewith, and
        except
        in respect of (i) any assets that constitute Excluded Assets hereunder and
        (ii)
        retail sales to end users other than original equipment manufacturers, the
        “Business”).

       

      C. Kelly
        is
        the owner of the Owned Real Property (as defined herein) used in connection
        with
        the Business.

       

      D. On
        the
        terms and subject to the conditions set forth herein, the parties hereto
        wish to
        effect the following transactions: (i) Goodyear desires to sell to Purchaser,
        and Purchaser desires to purchase from Goodyear, Goodyear’s plant, property and
        equipment located at the Freeport Facility (as defined herein) and used in
        the
        conduct of the Business and such other assets related to the Business at
        the
        Freeport Facility or elsewhere as are defined and described herein; (ii)
        Kelly
        desires to sell to Purchaser and Purchaser desires to purchase from Kelly
        the
        Owned Real Property; (iii) Goodyear, Goodyear Canada (subject to Section
        6.16
        below) and Goodyear Mexico desire to sell to Purchaser and Purchaser desires
        to
        purchase from Goodyear, Goodyear Canada and Goodyear Mexico, the Inventories
        (as
        defined herein) owned by such Sellers as of the Closing Date (as defined
        herein); (iv) Sellers and Purchasers desire to effect certain related
        assignments, transfers and other transactions, each as further described
        herein
        and (v) Purchaser has agreed to assume certain liabilities of Sellers related
        to
        the Business.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      E. In
        connection with the foregoing transactions, on the terms and subject to the
        conditions set forth herein and in the Ancillary Agreements (as defined herein),
        following the Closing (as defined herein), (i) Goodyear has agreed to grant
        to
        Purchaser licenses with respect to certain Intellectual Property (as defined
        herein) related to the Business, (ii) Goodyear and Purchaser have agreed
        to
        enter into (a) offtake and reciprocal supply and warranty service obligations
        and (b) raw materials arrangements, (iii) Purchaser has agreed to perform
        certain contract mixing and manufacturing services for Goodyear, (iv) Goodyear
        has agreed to provide the services of certain Goodyear personnel to Purchaser
        for a limited period following the Closing and (v) Goodyear and, if necessary,
        Goodyear Canada have agreed to provide certain warehousing services for a
        limited period following the Closing.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises, the respective covenants and commitments of
        Goodyear, Goodyear Canada, Goodyear Mexico, Kelly and Purchaser set forth
        in
        this Agreement, and other good and valuable consideration, the receipt and
        adequacy of which are hereby acknowledged, the parties hereto, intending
        to be
        legally bound, hereby agree as follows:

       

      ARTICLE
        I

      


      CERTAIN
        DEFINITIONS;
        RELATED MATTERS

      


      Section
        1.1 Definitions.
        As used
        in this Agreement, the following terms shall have the following respective
        meanings:

       

      “Accounts
        Payable” shall mean all of Sellers’ trade accounts payable (including all trade
        accounts payable with respect to goods and services received by Sellers but
        for
        which invoices have not yet been received by Sellers).

       

      “Accounts
        Receivable” shall mean all of Sellers’ trade accounts receivable and other
        rights to payment from third parties, including, without limitation, customers
        and employees, and all security interests or rights associated with such
        accounts and rights, all notes payable to Sellers and all security interests
        or
        rights associated therewith and any claim, remedy or other right related
        to any
        of the foregoing, in each case whenever accrued, including those that arise
        from
        the conduct of the Business and relate to the period prior to the Closing
        Date.

       

      “Action”
        shall mean any action, suit, arbitration or proceeding by or before any
        Governmental Authority.

       

      “Affiliate”
        (and, with a correlative meaning, “Affiliated”) shall mean, with respect to any
        Person, either (i) any other Person that directly, or indirectly through
        one or
        more intermediaries, controls, or is controlled by, or is under common control
        with, such Person, or (ii) the ownership of 50% or more of the voting securities
        or interest of or in a Person.

       

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      “Agreement”
        shall have the meaning set forth in the Preamble.

       

      “Ancillary
        Agreements” shall mean, collectively, the Trademark License Agreement, the
        Technology Agreement, the Software License Agreement, the Offtake Agreement,
        the
        Mixing Agreement, the Supply Agreement, the Raw Materials Agreement, the
        Service
        Agreement, the Employee Leasing Contract, the Sublease, the Bill of Sale,
        the
        Assumption Agreement, the Special Warranty Deed, the Personal Property Lease
        Assignment, the Farm Lease Assignment, the Sublease, the Estoppel Certificate
        (when and to the extent executed by the lessor of the Lamm Road Lease), and
        the
        Bailment Agreement.

       

      “Assumed
        Contracts” shall have the meaning assigned to such term in Section 2.1(a)(iii)
        hereof.

       

      “Assumed
        Leases” shall have the meaning assigned to such term in Section 2.1(a)(ix)
        hereof.

       

      “Assumed
        Liabilities” shall have the meaning assigned to such term in Section 2.5
        hereof.

       

      “Assumption
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(ii)
        hereof.

       

      “Bailment
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(xv)
        hereof.

       

      “Base
        Closing Inventory Value” shall mean the sum of the Finished Goods Amount, the
        In-Process Amount and the Raw Materials Amount.

       

      “Bill
        of
        Sale” shall have the meaning assigned to such term in Section 3.2(a)(i) hereof.
        

       

      “Business”
        shall have the meaning set forth in the Recitals.

       

      “Business
        Day” shall mean any day that is not a Saturday, Sunday or other day on which
        banks are required or authorized by Law to be closed in Akron, Ohio or Chicago,
        Illinois. 

       

      “Canadian
        Inventory Transfer” shall have the meaning assigned to such term in Section 6.16
        hereof.

       

      “Cash”
        shall mean all cash, time deposits, bank accounts (including, without
        limitation, all collection accounts and any balances therein), certificates
        of
        deposit, marketable securities, short-term investments and other cash
        equivalents of any Seller. 

       

      “CERCLA”
        shall have the meaning assigned to such term in the definition of Environmental
        Laws set forth in this Section 1.1.

       

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      “Closing”
        shall have the meaning assigned to such term in Section 3.1 hereof.

       

      “Closing
        Date” shall have the meaning assigned to such term in Section 3.1
        hereof.

       

      “COBRA”
        shall have the meaning assigned to such term in Section 7.1(g)
        hereof.

       

      “Code”
        shall mean the Internal Revenue Code of 1986, as amended, and any successor,
        including rules issued and regulations promulgated thereunder.

       

      “Collateral
        Agreements” shall mean, collectively (i) the Master Guarantee and Collateral
        Agreement, dated as of March 31, 2003, as Amended and Restated as of February
        19, 2004, among Goodyear, certain Affiliates of Goodyear, the Lenders party
        thereto and JP Morgan Chase Bank, as Collateral Agent, (ii) the Guarantee
        and
        Collateral Agreement, dated as of August 17, 2004, among Goodyear, the
        Subsidiaries of Goodyear identified as Grantors and Guarantors therein, the
        Lenders party thereto and JP Morgan Chase Bank, as Collateral Agent, (iii)
        the
        Collateral Agreement, dated as of March 12, 2004, among Goodyear, certain
        subsidiary guarantors of Goodyear and Wilmington Trust Company, as Collateral
        Agent, (iv) the Canadian Guarantee and Collateral Agreement, dated as of
        March
        31, 2003, between Goodyear Canada Inc., as Canadian Guarantor, and JP Morgan
        Chase Bank, as Collateral Agent, (v) the Canadian Guarantee and Collateral
        Agreement, dated as of March 12, 2004, between Goodyear Canada Inc., as a
        Canadian Guarantor and Wilmington Trust Company, as Collateral Agent and
        (vi)
        Guarantee and Collateral Agreement [Canada], dated as of August 17, 2004,
        between Goodyear Canada Inc. and JP Morgan Chase Bank, in its capacity as
        Collateral Agent under a Deposit-Funded Credit Agreement, dated as of August
        17,
        2004.

       

      “Collective
        Bargaining Agreement” shall mean Agreement between The Kelly-Springfield Tire
        Company Freeport Plant and Local No. 745, United Steelworkers of America,
        AFL-CIO, effective April 7, 2004, and all memoranda of agreement, letters
        of
        understanding and other documents appended thereto, executed in connection
        therewith or incorporated or referred to therein.

       

      “Confidentiality
        Agreement” shall mean the Confidentiality Agreement, dated as of October 22,
        2003, by and between Goodyear and Purchaser.

       

      “Consent”
        shall mean any consent, approval, authorization, waiver, Permit, grant,
        franchise, concession, agreement, license, exemption or order of, registration,
        certificate, declaration or filing with, or report or notice to any
        Person.

       

      “Contract”
        shall mean any written contract, agreement, license, lease or other commitment,
        in each case to the extent legally binding.

      


      “Custom
        Label Contracts” shall mean, collectively, the Assumed Contracts to which TBC
        Corporation and Universal Cooperatives, Inc. are parties.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      “Damages”
        shall have the meaning assigned to such term in Section 10.2
        hereof.

      


      “Dollars”
        or “$” shall mean United States Dollars.

       

      “Employees”
        shall have the meaning assigned to such term in Section 4.10
        hereof.

       

      “Employee
        Benefit Plans” shall have the meaning assigned to such term in Section 4.9
        hereof.

       

      “Employee
        Leasing Contract” shall have the meaning assigned to such term in Section
        3.2(a)(xiv) hereof.

       

      “Environmental
        Law” or “Environmental Laws” shall
        mean all applicable Laws (a) of the United States of America, and (b) the
        State
        of Illinois relating to: (i) pollution, protection of the environment or
        environmental contamination, (ii) the manufacture, use, storage, treatment,
        generation, transportation, distribution, processing, handling, release or
        disposal of Hazardous Substances, (iii) public health and safety, or (iv)
        employee health and safety. Without limiting the generality of the foregoing,
        such Environmental Laws include, but are not limited to, the Comprehensive
        Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the
        Resource Conservation and Recovery Act of 1976, and the Occupational Safety
        and
        Health Act of 1970, each as amended. 

       

      “Environmental
        Permits” shall mean any and all Permits required under any and all applicable
        Environmental Laws to operate the Freeport Facility and to use the Purchased
        Assets located at the Freeport Facility in connection with the
        Business.

       

      “ERISA”
        shall mean the Employee Retirement Income Security Act of 1974, as amended
        as of
        the date hereof.

       

      “Estoppel
        Certificate” shall have the meaning assigned to such term in Section 6.13(a)
        hereof.

       

      “Excluded
        Assets” shall have the meaning assigned to such term in Section 2.2
        hereof.

       

      “Excluded
        Contracts” shall have the meaning assigned to such term in Section 2.2(j)
        hereof.

      


      “Excluded
        Design Defect Claim” shall have the meaning assigned to such term in Section
        2.6(i) hereof.

      


      “Excluded
        Liabilities” shall have the meaning assigned to such term in Section 2.6
        hereof.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      “Farm
        Lease Assignment” shall have the meaning assigned to such term in Section
        3.2(a)(vi) hereof.

      


      “Farm
        Leases” shall mean, collectively, the leases by and between Goodyear and Larry
        Frey listed in Schedule 2.1(a)(ix) hereto, with respect to the unimproved
        portions of Owned Real Property described therein.

      


      “Farm
        Tires” shall have the meaning assigned such term in the Recitals.

      


      “Farm
        Tire Handbook” shall have the meaning assigned such term in the
        Recitals.

      


      “Federal
        WARN Act” shall mean the Worker Adjustment and Retraining Notification Act, 29
        U.S.C. § 2101, et. seq.

      


      “Finished
        Goods Amount” shall mean the sum of (i) the sum of the Finished Goods Standard
        Cost Amounts of all finished goods inventories of tires included in the
        Inventories and (ii) valuation allowances, determined as of the Closing Date
        in
        accordance with the past practices of Goodyear, for variances, freight and
        scrap
        related thereto.

       

      “Finished
        Goods Standard Cost Amount” shall mean, as to any finished tire included in the
        Inventories, the product of (A) the number of finished goods inventories
        of such
        tire included in the Inventories and (B) the Standard Cost assigned by Goodyear
        to such tire as of the Closing Date.

       

      “Freeport
        Facility” shall mean, collectively, the Owned Real Property and the Leased Real
        Property.

      


      “GAAP”
        shall mean United States generally accepted accounting principles.

       

      “Goodyear
        Names and Marks” shall mean, collectively, the corporate name of any Seller or
        any of the Affiliates of any Seller in any jurisdiction, or any trademark,
        trade
        name, trade dress, logo, symbol, device, URL, service mark or copyright,
        whether
        or not registered, including all common law rights, and registrations and
        applications for registration thereof, including, but not limited to, all
        marks
        registered in the United States Patent and Trademark Office, the Trademark
        Offices of the States and Territories of the United States of America, and
        the
        trademark offices of other nations throughout the world, and all rights therein
        provided by multinational treaties or conventions, or any application or
        registration therefor, owned, licensed or used by any Seller or any of the
        Affiliates of any Seller, which includes, without limitation and in any form,
        the name “Kelly,” or “Kelly-Springfield”, the word “Powermark”, the word
“Goodyear” or the term “Goodyear (and winged foot design),” the winged foot
        design, the blimp design or any other identification that suggests, simulates
        or
        is confusing by similarity to any of any Seller’s or its Affiliates’
identification.

       

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      “Governmental
        Authority” shall mean any federal state or local, or any foreign, government,
        governmental, regulatory or administrative authority, agency or commission
        or
        any court, tribunal or arbitral or judicial body.

       

      “Hazardous
        Substance” or “Hazardous Material” shall mean any substance, compound, mixture,
        waste or material that is defined to be, or is listed as, hazardous or toxic
        under any applicable Environmental Law, or any substance, compound, mixture,
        waste or material that is regulated or requires reporting, investigation,
        removal or remediation, under any applicable Environmental Law.

       

      “HSR
        Act”
shall mean the Hart Scott Rodino Antitrust Improvements Act of 1976, and
        the
        rules and regulations thereunder, in each case as amended. 

       

      “Illinois
        WARN Act” shall mean the Illinois Worker Adjustment and Retraining Notification
        Act, 820 ILCS 65/1.

       

      “Indemnifiable
        Claim” shall have the meaning assigned to such term in Section 10.4(a)
        hereof.

      


      “Indemnified
        Party” shall have the meaning assigned to such term in Section 10.4(a)
        hereof.

      


      “Indemnifying
        Party” shall have the meaning assigned to such term in Section 10.4(a)
        hereof.

      


      “Indemnity
        Notice” shall have the meaning assigned to such term in Section 10.4(a)
        hereof.

       

      “Initial
        Study” shall have the meaning assigned to such term in Section 8.1(b)(ii)(A)
        hereof.

       

      “In-Process
        Amount” shall mean, as to all in process Inventories, (A) the product of (i) the
        inventory item count of such Inventories and (ii) the Standard Cost assigned
        by
        Goodyear to each such item as of the Closing Date, plus (B) valuations,
        determined as of the Closing Date in accordance with the past practices of
        Goodyear, for variances related thereto.

       

      “Intellectual
        Property” shall mean, collectively, (i) the Know How and the Patents (as such
        terms are defined in the Technology Agreement) and (ii) the Licensed Marks.
        

       

      “Inventories”
        shall mean, collectively, (i) all finished goods inventories with respect
        to
        Farm Tires, and any finished goods inventories of tires in such categories
        comprised by Farm Tires and bearing any of the Goodyear Names and Marks,
        including, without limitation, the name “Kelly” or the word “Powermark” (other
        than in respect of any Farm Tires (A) that constitute Excluded Assets, (B)
        that
        are not located in the United States, Canada or Mexico or (C) that have been
        transferred to or are located at any Seller’s, or any Seller’s Affiliate’s,
        retail outlets), (ii) all work-in process inventories of Farm Tires and tires
        covered by the Offtake Agreement and the Custom Label Contracts
        located at the Freeport Facility, (iii) all packaging materials with respect
        to
        any Inventories and located at the Freeport Facility and (iv) all raw materials,
        supplies and consumables located at the Freeport Facility.

       

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
      

       

      “IRS”
        shall mean the United States Internal Revenue Service.

       

      “Knowledge”
        shall mean, (i) as to Sellers, the actual knowledge of any of the officers
        of
        the respective Sellers set forth on Schedule A hereto and the current Human
        Resource Manager and Plant Manager at the Freeport Facility and (ii) as to
        Purchaser, the actual knowledge of any of the officers of Purchaser set forth
        on
        Schedule B hereto. 

       

      “Lamm
        Road Lease” shall mean the Lease, dated February 14, 1989 between Goodyear and
        Ivy Corporation, relating to certain property situated at 611 West Lamm Road,
        Freeport, Illinois. 

       

      “Law”
        shall mean any statute, law, ordinance, regulation, rule, code, order or
        requirement of or issued by any Governmental Authority, as in effect on the
        date
        hereof.

       

      “Lease
        Assignments” shall have the meaning assigned to such term in Section 3.2(a)(vi)
        hereof.

       

      “Leased
        Real Property” shall mean the real property and improvements leased to Goodyear
        under the Lamm Road Lease.

       

      “Leased
        Salaried Employees” shall have the meaning assigned to such term in Section
        7.1(a) hereof.

       

      “License
        Agreements” shall mean, collectively, the Trademark License Agreement, the
        Technology Agreement and the Software License Agreement.

       

      “Licensed
        Marks” shall have the meaning assigned to such term in the Trademark License
        Agreement.

       

      “Licensed
        Products” shall have the meaning assigned to such term in the Trademark License
        Agreement.

       

      “Lien”
        shall mean any security interest, pledge, mortgage, lien, charge, restriction
        or
        other encumbrance, including any Tax lien, but other than any Permitted
        Lien.

       

      “Local
        Union” shall have the meaning assigned to such term under Section 7.1(d)
        hereof.

       

      “Material
        Adverse Effect” or “Material Adverse Change” shall mean any effect, change,
        event, or development that is or would be materially adverse to the purchased
        assets, operations, or business prospects of the Business or on the ability
        of
        Sellers to consummate timely the transactions contemplated
        hereby other than any effect, change, event or development relating to the
        announcement or performance of this Agreement or any of the Ancillary Agreements
        including, in each case, the impact thereof on relationships with customers,
        suppliers or competitors.

       

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
      

       

      “Material
        Permits” shall have the meaning assigned such term in Section 4.13
        hereof.

       

      “Mixing
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(viii)
        hereof.

       

      “Nitrogen
        Storage Tank” shall mean the machinery, fixtures, equipment and improvements
        installed at the Owned Real Property pursuant to the Bulk Product Agreement,
        dated as of May 7, 1999, by and between Goodyear and Air Liquide America
        Corporation.

       

      “Non-Competition
        Covenants” shall mean, collectively, the covenants of Sellers set forth in
        Section 6.12 hereof.

       

      “Neutral
        Auditor” shall have the meaning assigned to such term in Section 2.4(d)
        hereof.

       

      “Offtake
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(vii)
        hereof.

       

      “Ordinary
        Course of Business” shall mean, with respect to any Person, the ordinary course
        of business consistent with such Person’s past custom and practice (including
        with respect to quantity and frequency), taking into account all relevant
        circumstances, including, without limitation, the season in which such action
        is
        taken, and shall include, without limitation, all actions of such Person
        that do
        not require approval from the board of directors, shareholders or Persons
        exercising similar authority in respect of such Person.

       

      “Owned
        Real Property” shall mean those certain parcels of real estate owned by Kelly
        and generally situated at 3769 Route 20 East, City of Freeport, Stephenson
        County, State of Illinois, containing approximately 260 acres of land, including
        the existing building of approximately 1,201,890 square feet, together with
        all
        appurtenant easements, improvements, mineral rights and fixtures, as described
        in Schedule 4.3
        hereto and in the Title Commitment,
        excluding the Nitrogen Storage Tank and any and all other fixtures owned
        by any
        third party, but including the land which is the subject of the Farm Leases.
        

       

      “OSHA”
        shall mean the Occupational Safety and Health Act of 1970.

       

      “PCBs”
        shall have the meaning assigned to such term in Section 6.13(d)
        hereof.

       

      “Permits”
        shall mean permits, approvals, consents, variances and other similar
        authorizations of Governmental Authorities. 

       

      “Permitted
        Liens” shall mean all Liens that (a) arise out of Taxes or general or special
        assessments not yet due and payable without penalty or interest or the validity
        of which is being contested in good faith by appropriate proceedings, or
        (b) of
        carriers, warehousemen, mechanics, materialmen and other similar persons
        or
        otherwise imposed by law which are incurred in the Ordinary Course of Business
        for sums not yet due and payable or are being contested in good faith and
        (c) in
        respect of the Freeport Facility that constitute any of the following (unless
        Purchaser’s review of the Survey discloses a material issue): (A) building and
        use restrictions and easements of record, (B) present or future zoning or
        building codes, regulations or restrictions, (C) liens for real property
        or ad
        valorem taxes and assessments, which are not yet due and (d) in addition,
        in
        respect of the Freeport Facility matters that are disclosed by the Title
        Commitment (other than, solely for the purposes of Section 9.3(i) for Title
        Objections).

       

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
      

       

      “Person”
        shall mean any individual, firm, corporation, partnership, limited liability
        company, joint venture, association, estate, trust, governmental agency or
        body
        or other entity.

       

      “Personal
        Property Lease Assignment” shall have the meaning assigned to such term in
        Section 3.2(a)(v) hereof.

       

      “Personal
        Property Leases” shall have the meaning assigned to such term in Section
        2.1(a)(iv) hereof.

       

      “Phase
        II
        Report” shall have the meaning assigned to such term in Section 8.1(a)
        hereof.

       

      “Phase
        II
        Report Due Date” shall have the meaning assigned to such term in Section 8.1(a)
        hereof.

       

      “Prepaid
        Royalty” shall have the meaning assigned to such term in Section 2.3
        hereof.

       

      “Purchase
        Price” shall have the meaning assigned to such term in Section 2.3
        hereof.

       

      “Purchased
        Assets” shall have the meaning assigned to such term in Section 2.1(a)
        hereof.

       

      “Purchaser”
        shall have the meaning set forth in the Preamble.

       

      “Purchaser’s
        Representative” shall have the meaning assigned to such term in Section 2.4(d)
        hereof.

       

      “Purchaser
        New Hires” shall have the meaning assigned to such term in Section 7.1(a)
        hereof.

       

      “Raw
        Materials Agreement” shall have the meaning assigned to such term in Section
        3.2(a)(xi) hereof.

       

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      “Raw
        Materials Amount” shall mean, as to all Inventories other than finished goods
        inventories of tires and in-process inventories, (A) the product of (i) the
        inventory item (or, as applicable, volume) count of such Inventories and
        (ii)
        the Raw Materials Standard Cost assigned by Goodyear to each such item as
        of the
        Closing Date, plus (B) valuations, determined as of the Closing Date in
        accordance with the past practices of Goodyear, for variances related
        thereto.

       

      “Raw
        Material Standard Cost” shall mean, as to any Inventories other than in-process
        and finished goods Inventories, the acquisition cost thereof, determined
        in
        accordance with the past practices of Goodyear.

       

      “Remedial
        Action” shall mean any action to investigate, evaluate, assess, including
        without limitation, risk assessment of, test, monitor, remove, respond to,
        treat, abate, remedy, correct, clean-up or otherwise remediate the release
        or
        presence of any Hazardous Substance under this Agreement and includes any
        period
        of post-closure or remediation monitoring and any operation and maintenance
        relating to such remedial activities.

       

      “Remedial
        Problems” shall have the meaning assigned to such term in Section
        8.1(b)(iii).

       

      “Reports”
        shall have the meaning assigned to such term in Section 4.4 hereof.

       

      “Resolution
        Period” shall have the meaning assigned to such term in Section 2.4(c)
        hereof.

       

      “Seller”
        and “Sellers” shall have the meanings set forth in the Preamble.

       

      “Seller
        Required Approvals” shall have the meaning assigned to such term in Section
        4.2(b) hereof.

       

      “Sellers’
        Representative” shall have the meaning assigned to such term in Section 2.4(d)
        hereof.

       

      “Service
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(ix)
        hereof.

       

      “Settlement
        Date” shall have the meaning assigned to such term in Section 8.1(b)
        hereof.

       

      “Software
        License Agreement” shall have the meaning assigned to such term in Section
        3.2(a)(xvi) hereof.

       

      “Special
        Warranty Deed” shall have the meaning assigned to such term in Section
        3.2(a)(iii) hereof.

       

      “Standard
        Cost” shall mean, as to any in process or finished goods inventories, the
        standard cost assigned thereto by Goodyear in accordance with the past practices
        of Goodyear, and shall include,
        without limitation, estimates for direct labor, direct materials, and overhead
        required to produce the product.

       

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      
      

       

      “Sublease”
        shall have the meaning assigned to such term in Section 3.2(a)(iv) hereof.
        

       

      “Supply
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(x)
        hereof.

       

      “Survey”
        shall have the meaning assigned to such term in Section 6.13(c)
        hereof.

       

      “Tax”
or
        “Taxes” shall mean all taxes, levies, imposts, fees, duties and other like
        charges of any nature whatsoever imposed by a Governmental Authority responsible
        for the imposition of any such Tax (each a “Taxing Authority”), including,
        without limiting the generality of the foregoing, all income, sales, use,
        ad
        valorem, stamp, transfer, payroll, franchise and intangible Taxes and fees
        of
        any nature upon properties or assets, whether tangible or intangible, or
        upon
        the income, receipts, payrolls, transactions, net worth, capital, investment
        or
        franchise of a Person (including all sales, use, withholding and other taxes
        which a Person is required by Law to collect and pay over to, or to pay to,
        any
        Taxing Authority), together with any and all additions thereto and penalties
        and
        interest payable with respect thereto or to any assessment or collection
        thereof.

      


      “Tax
        Return” means any return (including any information return), report, statement,
        schedule, notice, form or other document or information filed with or submitted
        to, or required to be filed with or submitted to, any Governmental Authority
        in
        connection with the determination, assessment, collection or payment of any
        Tax
        or in connection with the administration, implementation or enforcement of,
        or
        compliance with, any Law relating to any Tax.

       

          “Taxing
        Authority” shall have the meaning assigned to such term in the definition of
“Tax”.

      


      “Technology
        Agreement” shall have the meaning assigned to such term in Section 3.2(a)(xiii)
        hereof.

      


      “Third
        Party Claim” shall have the meaning set forth in Section 10.4(b)
        hereof.

      


      “Titan
        International Guaranty” shall mean the Guaranty of Titan International, Inc. as
        set forth in Exhibit R. 

      


      “Title
        Commitment” shall have the meaning assigned to such term in Section 6.13(b)
        hereof.

      


      “Title
        Company” shall have the meaning assigned to such term in Section 6.13(b)
        hereof.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


      “Trademark
        License Agreement”
shall
        have the meaning assigned to such term in Section 3.2(a)(xii)
        hereof.

      


      “Type
        I
        Remedial Problems” shall have the meaning assigned to such term in Section
        8.1(b)(i) hereof.

       

      “Type
        II
        Remedial Problems” shall have the meaning assigned to such term in Section
        8.1(b)(ii) hereof.

       

      “Warranty
        Claim” shall have the meaning assigned to such term in Section 10.5(a)
        hereof.

       

      Section
        1.2 Definitions
        Can be Substantive.
        If any
        provision in a definition is a substantive provision conferring rights or
        imposing obligations on any party hereto, notwithstanding that it appears
        only
        in Article I hereof, effect shall be given to it as if it were a substantive
        provision of this Agreement.

       

      Section
        1.3 Definitions
        Not in Article I.
        Where
        any
        term is defined within the context of any particular Section or Clause in
        this
        Agreement, the term so defined, unless it is clear from the Section or Clause
        in
        question that the term so defined has limited application to the relevant
        Section or Clause, shall bear the meaning ascribed to it for all purposes
        in
        terms of this Agreement, notwithstanding that that term has not been defined
        in
        this Article I.

       

      Section
        1.4 Non-Business
        Day Performance.
        Where
        any
        payment falls due or any other obligation is to be performed on a day, that
        is
        not a Business Day in the jurisdiction where such payment is to be made or
        such
        obligation is to be performed, then such payment shall be made or such
        obligation performed on the next succeeding Business Day.

       

      Section
        1.5 Calculation
        of Day Periods.
        Except
        as otherwise specifically provided in this Agreement, where in this Agreement
        any number of days is prescribed in relation to the doing of a particular
        thing
        or in respect of a period of time, those days will be calculated exclusive
        of
        the first day and inclusive of the last day.

       

      ARTICLE
        II

      


      PURCHASE
        AND SALE OF ASSETS

      


      Section
        2.1 Purchase
        and Sale.
        (a)
On
        the
        terms and subject to the conditions set forth herein, at the Closing, Goodyear
        shall sell, convey, transfer, assign and deliver to Purchaser and Purchaser
        shall purchase and accept from Goodyear, all of Goodyear’s right, title and
        interest in and to all of the following assets, except to the extent any
        of the
        following constitute Excluded Assets (the following assets, collectively
        with
        the assets described in Sections 2.1(b) and 2.1(c) hereof, the “Purchased
        Assets”):

       

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      (i) all
        vehicles and rolling stock, and all furniture, fixtures, molds, building
        drums,
        equipment, office supplies, tools, machinery and other tangible personal
        property owned  by
        Goodyear on the Closing Date and used in the manufacture of Farm Tires,
        including  those
        (A)
        located at the Freeport Facility or in transit thereto or (B) described in
        Schedule 2.1(a)(i) hereto;

       

      (ii) all
        Inventories owned by Goodyear on the Closing Date; provided, that, in the
        event
        either of the Custom Label Contracts cannot be assigned prior to the Closing
        despite compliance with Section 6.4 hereof, the work-in-process and finished
        goods Inventories manufactured thereunder shall constitute Excluded
        Assets;

       

      (iii) the
        rights of Goodyear in respect of the period following the Closing under (A)
        the
        Contracts listed in Schedule 2.1(a)(iii) hereof and (B) any other Contract
        that
        (y) amends, supplements, restates or replaces any such Contract and that
        is
        entered into by Goodyear in the Ordinary Course of Business with respect
        to the
        Business between the date hereof and the Closing Date or (z) Goodyear and
        Purchaser hereafter agree in writing shall be transferred hereunder
        (collectively, the “Assumed Contracts”);

       

      (iv) the
        rights of Goodyear in respect of the period following the Closing under the
        leases of tangible personal property listed in Schedule 2.1(a)(iv) hereof
        (the
“Personal Property Leases”);

       

      (v) all
        books, records, files, plans, studies, reports, manuals, handbooks, catalogs,
        brochures, correspondence and other materials, whether in hard copy, electronic
        or any other form or media, including, without limitation, all books, records,
        files, plans, studies, reports, manuals, handbooks, catalogs, brochures,
        correspondence and other materials pertaining to accounting, real and personal
        property taxes on the Purchased Assets, Assumed Leases, sales, farm tire
        dealers, pricing, costs, financial performance, marketing, advertising,
        promotions, suppliers, customers, human resources, inventory, engineering,
        manufacturing, business plans and strategies and product development located
        at
        the Freeport Facility (except any of the above that constitute Intellectual
        Property, software or the website URL “www.goodyearag.com”) (collectively,
“Books and Records”) and owned by Goodyear at the Closing Date, to the extent
        relating to the Business or the Purchased Assets; 

       

      (vi) the
        rights of Goodyear in respect of the period following the Closing under the
        utility service agreements listed on Schedule 2.1(a)(vi) hereto;

       

      (vii)
         the
        rights of Goodyear in respect of the period following the Closing under all
        Permits, and Environmental Permits if any, and all pending applications
        therefor, if any, in each case to the extent (A) related exclusively to the
        Purchased Assets or (B) related to the operation of the Freeport Facility,
        and
        held by Goodyear as of the Closing Date, a complete 

       

      


      
        
          
          

        

        
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      list
        of
        which (and which identifies such of the foregoing Permits as are not, by
        their
        terms, transferable), as of the date hereof, is set forth on Schedule 2.1(a)
        (vii) hereto; 

       

      (viii) molds
        and, as to each mold, an associated building drum relating to the Skid Steer
        and
        Large Terra tires, and to the extent of unique building drums relating to
        the
        Skid Steer and Large Terra tires, the unique building drums; provided that,
        as
        to 32” Large Terra tires, the existing drum at Goodyear’s Topeka, Kansas
        manufacturing facility shall be retained by Sellers and shall constitute
        an
        Excluded Asset hereunder; and 

       

      (ix) all
        rights of Goodyear in respect of the period following the Closing under the
        Farm
        Leases listed in Schedule 2.1(a)(ix) hereof (collectively with the Personal
        Property Leases, the “Assumed Leases”).

       

      (b)
         On
        the
        terms and subject to conditions set forth herein, at the Closing, Kelly shall
        sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall
        purchase and accept from Kelly, all of Kelly’s right, title and interest in and
        to all of the following assets, except to the extent any of the following
        constitute Excluded Assets:

       

      
        	(i)  	
                the
                  Owned Real Property; and 

              


      

       

      (ii) all
        Books
        and Records owned by Kelly at the Closing Date, to the extent relating to
        the
        Freeport Facility.

       

      (c) On
        the
        terms and subject to conditions set forth herein, at the Closing, Goodyear
        Canada and Goodyear Mexico shall sell, convey, transfer, assign and deliver
        to
        Purchaser and Purchaser shall purchase and accept from Goodyear Canada and
        Goodyear Mexico, all of the right, title and interest of each of Goodyear
        Canada
        and Goodyear Mexico in and to the following assets, except to the extent
        any of
        the following constitute Excluded Assets:

       

      (i) all
        of
        the Inventories owned by Goodyear Canada or Goodyear Mexico as of the Closing
        Date; provided, however, that, in the event Goodyear Canada effects the Canadian
        Inventory Transfer, Goodyear Canada shall, subject to Section 6.16 hereof,
        transfer to Purchaser, in addition to the Inventories owned by Goodyear Canada
        as of the Closing Date (or in lieu of such Inventories in the event Goodyear
        Canada sells all such Inventories pursuant to the Canadian Inventory Transfer)
        all Accounts Receivable of Goodyear Canada arising directly out of, and relating
        exclusively to, the Canadian Inventory Transfer; and

       

      (ii) all
        Books
        and Records owned by Goodyear Canada or Goodyear Mexico at the Closing Date,
        to
        the extent relating to the Inventories described in Clause (i) of this Section
        2.1(c).

       

      


      
        
          
          

        

        
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      Section
        2.2 Excluded
        Assets.
        Notwithstanding the provisions of Section 2.1 hereof, the following assets,
        properties and rights, to the extent owned by or inuring to the benefit of
        any
        one or more Sellers (collectively, the “Excluded Assets”) are expressly excluded
        from the purchase and sale contemplated hereby and from the definition of
        the
        term “Purchased Assets” hereunder, in each case whether or not related to or
        used or held for use in connection with the Purchased Assets, the Freeport
        Facility or the Business:

       

      
        	
              	
                (a)
                  all
                  Cash;

              


      

       

           (b) all
        Accounts Receivable, other than the Accounts Receivable, if any, to be
        transferred by Goodyear Canada pursuant to Section 2.1(c) hereof, which will
        not
        constitute Excluded Assets, except for the portion thereof that constitute
        Excluded Assets under Section 6.16. hereof;

       

      (c) all
        assets not owned by Sellers as of the Closing, including, without limitation,
        all raw materials held under consignment agreements or arrangements with
        third
        parties, all property owned by any third party and leased or held by any
        Seller
        under any of the Assumed Leases or Assumed Contracts (including, without
        limitation, the Nitrogen Storage Tank and all the equipment owned by TBC
        Corporation or Universal Cooperatives, Inc. or held under either of the Custom
        Label Contracts) in each case identified in Schedule 2.2(c) hereof;

       

      (d) subject
        to the Trademark License Agreement, all of the Goodyear Names and Marks,
        including, without limitation, the Licensed Marks;

       

      (e) all
        rights and obligations under any and all employee benefit plans of each Seller,
        including, without limitation, the Employee Benefit Plans, and all assets,
        records and vendor arrangements associated with any such plan, whether held
        by
        one or more Sellers, in trust or otherwise;

       

      (f) all
        casualty, liability or other insurance policies owned by or obtained on behalf
        of any Seller and all claims or rights under any such insurance
        policies;

       

      (g) any
        federal, state or local, or any foreign, claim, cause of action, right of
        recovery or refund with respect to any Tax including, without limitation,
        income
        Tax refunds, franchise Tax refunds, duty draw backs on export sales; sales
        and
        use Tax refunds; real property Tax refunds; and personal property Tax refunds
        (except in respect of any refunds of Taxes, in respect of and relating to
        periods following the Closing) and all other claims and rights in respect
        of the
        foregoing;

       

      (h) other
        than the Owned Real Property, all owned real property, all leased real property
        and any other interest in real property along with all appurtenant rights,
        easements and privileges appertaining or relating thereto;

       

      


      
        
          
          

        

        
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      (i) (A)
        all
        of each Seller’s finished goods, work-in process inventories, raw materials,
        consumables and supplies that are not Inventories; and (B) any Inventories
        that
        constitute Excluded Assets under Section 2.1(a)(ii) hereof; 

       

      (j) all
        rights under the Contracts pertaining to the Purchased Assets or the Business
        listed on Schedule 2.2(j)
        or
        Schedule 6.15 hereto (collectively, the “Excluded Contracts”);

       

      (k) subject
        to the Technology Agreement, all Intellectual Property, and all (i) inventions,
        whether or not patentable, whether or not reduced to practice or whether
        or not
        yet made the subject of a pending patent application or applications, (ii)
        ideas
        and conceptions of potentially patentable subject matter, including, without
        limitation, any patent disclosures, whether or not reduced to practice and
        whether or not yet made the subject of a pending patent application or
        applications, (iii) national (including the United States) and multinational
        statutory invention registrations, patents, patent registrations and patent
        applications (including all reissues, divisions, continuations,
        continuations-in-part, extensions and reexaminations) and all rights therein
        provided by multinational treaties or conventions and all improvements to
        the
        inventions disclosed in each such registration, patent or application, (iv)
        copyrights (registered or otherwise) and registrations and applications for
        registration thereof, and all rights therein provided by multinational treaties
        or conventions, (v) moral rights (including, without limitation, rights of
        paternity and integrity), and waivers of such rights by others, (vi) trade
        secrets and confidential, technical or business information (including ideas,
        formulas, compositions, inventions, and conceptions of inventions whether
        patentable or unpatentable and whether or not reduced to practice), (vii)
        whether or not confidential, technology (including know-how and show-how),
        manufacturing and production processes and techniques, research and development
        information, drawings, specifications, designs, plans, proposals, technical
        data, copyrightable works, financial, marketing and business data, pricing
        and
        cost information, business and marketing plans and customer and supplier
        lists
        and information, (viii) copies and tangible embodiments of all the foregoing,
        in
        whatever form or medium and (ix) rights to obtain and rights to apply for
        patents, and to register trademarks and copyrights;

       

      (l) except
        in
        respect of the Assumed Leases, all leases in respect of any computer hardware
        or
        equipment located at the Freeport Facility and listed on Schedule 2.2(l)(i),
        all
        computer hardware and leased equipment not located at the Freeport Facility,
        and, subject to the Software License Agreement, all computer software (located
        at or used on the computer equipment located at the Freeport Facility or
        otherwise), including, without limitation, source code, operating systems
        and
        specifications, applications and configurations, data, data bases, files,
        documentation and other materials related thereto, data and documentation,
        including, without limitation, those described on Schedule 2.2(l)(ii), and
        all
        licenses and sublicenses in respect of any such computer software, data and
        documentation as well as all Internet addresses, websites and URLs, including,
        without limitation, “www.goodyearag.com”; 

       

      


      
        
          
          

        

        
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      (m) all
        prepaid expenses, advances and deposits of each Seller, whether or not related
        to the Business, and all rights of each Seller under or in respect thereof,
        in
        each case whether recorded or unrecorded;

       

      (n) the
        automobile leases listed in Schedule 2.2(n) hereto, and the automobiles leased
        thereunder; 

       

      (o) all
        inter-company receivables and inter-company prepaid expenses of any Seller
        or
        any Affiliate, division or business sector or unit thereof, including the
        Business;

       

      (p) all
        Contracts identified on Schedule 2.2(p)(ii) and all molds and all unique
        drums
        identified in Schedule 2.2(p)(iii) (each as defined in the Offtake Agreement),
        used or held for use by any Seller in connection with, the manufacture,
        distribution or sale of the categories of tires listed in Schedule 2.2(p)(i)
        hereto; 

       

      (q) all
        of
        the Books and Records (including all books of account and all supporting
        vouchers, invoices and other records and materials) of each Seller, (i) relating
        to any Taxes of such Seller (subject to the rights of Purchaser under Section
        6.9 hereof), (ii) constituting personnel records, (subject to the rights
        of
        Purchaser under Article VII) corporate records, articles of incorporation,
        by-laws, minute books, stock or stock transfer records or other organizational
        documents or records of such Seller, (iii) which such Seller is required
        by Law
        to retain in its possession or (iv) which are subject to or protected by
        any
        privilege from disclosure under applicable Law;

       

      (r) all
        telephone, telecopy and e-mail addresses and listings of each
        Seller;

       

      (s) all
        claims, causes of action, choses in action, rights of recovery and rights
        to set
        off or compensation of any kind (including rights under and pursuant to all
        warranties, representations and guarantees made by suppliers) against third
        parties, but excluding all such assets (including rights under and pursuant
        to
        all warranties, representations and guarantees made by suppliers) relating
        to or
        arising out of the Purchased Assets or the Business or related to any raw
        materials or contracts in respect thereof;

       

      (t) all
        of
        each Seller’s rights under this Agreement and each of the agreements, documents
        and instruments contemplated to be executed or delivered hereunder or in
        connection herewith, including, without limitation, each of the Ancillary
        Agreements;

       

      (u) all
        of
        each Seller’s assets not used in connection with the manufacture of Farm Tires
        at the Freeport Facility and not located at the Freeport Facility; 

       

      (v) all
        of
        each Seller’s rights and assets under or related to any and all agreements,
        contracts, instruments and/or arrangements between such Seller and any utility
        service provider, including,
        without limitation, any provider of electricity, gas, water, sewerage, telephone
        or internet access services other than those that relate to the Freeport
        Facility or that constitute Purchased Assets under Section 2.1(a)(vi) hereof;
        and

       

      


      
        
          
          

        

        
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      (w) all
        of
        the other property and assets described on Schedule 2.2(w) hereto.

       

      Section
        2.3 Consideration
        To Be Paid by Purchaser.
        As
        consideration for the sale, transfer and assignment of the Purchased Assets,
        and
        for the Non-Competition Covenants, Purchaser shall, (a) pay to Sellers the
        purchase price as defined and determined pursuant to Section 2.4 hereof (the
        “Purchase Price”) and (b) assume the Assumed Liabilities (as hereinafter
        defined). At the Closing, Purchaser shall pay to Sellers One Hundred Million
        and
        No/100 ($100,000,000.00) Dollars (the “Preliminary Purchase Price”) by wire
        transfer of immediately available U.S. denominated funds in accordance with
        the
        wire transfer instructions set forth on Schedule 2.3(a) hereto. The parties
        acknowledge and agree that the Purchase Price payable hereunder includes
        payment
        in full by Purchaser for a non-refundable prepaid royalty, which prepaid
        royalty
        is payable in addition to all amounts due or to become due under the Technology
        Agreement for the rights granted under the Technology Agreement, including,
        without limitation, the rights granted to Purchaser in respect of the Licensed
        Patents and the Know How (each as defined in the Technology Agreement) (the
        “Prepaid Royalty”), in an amount equal to the amount allocated to such Prepaid
        Royalty under Section 2.8 hereof.

      


      Section
        2.4 Preliminary
        Purchase Price; Determination of Purchase Price
        The
        Preliminary Purchase Price is based on the net book value of property and
        equipment of the Purchased Assets (other than Inventories) of Forty-four
        Million
        Six Hundred Thousand and No/100 ($44,600,000) Dollars (the “Property and
        Equipment Value”) and an estimated Inventory value of Forty-six Million Three
        Hundred Thousand and No/100 $46,300,000 Dollars (the “Estimated Inventory
        Value”). The Purchase Price shall be determined as follows: 

       

      (a) As
        soon
        as practicable, but in no event later than sixty (60) days following the
        Closing
        Date, Purchaser shall prepare a calculation of the value of the Inventory
        as of
        the Closing Date (the “Closing Inventory Value”). The Closing Inventory Value
        shall be (i) the Base Closing Inventory Value, (ii) plus the amount of the
        Accounts Receivable of Goodyear Canada, if any, less the adjustment set forth
        in
        Section 6.16, if any, arising from the Canadian Inventory Transfer pursuant
        to
        Section 6.16 hereof.

       

      (b) During
        the calculation of the Closing Inventory Value and the period of any dispute
        within the contemplation of this Section 2.4, Sellers shall (i) provide
        Purchaser and Purchaser’s authorized representatives with reasonable access
        during normal business hours to the books, records, facilities and employees
        of
        Sellers concerning the Inventories, and (ii) cooperate with Purchaser’s and
        Purchaser’s authorized representatives’ reasonable requests with respect to the


       

      


      
        
          
          

        

        
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      calculation
        of the Closing Inventory Value, including by providing on a timely basis
        all
        information necessary or useful in calculating the Closing Inventory
        Value.

       

      (c) Purchaser
        shall deliver a written statement of the Closing Inventory Value (the “Closing
        Inventory Value Statement”) to Sellers promptly after it has been prepared.
        After receipt of the Closing Inventory Value Statement, Sellers shall have
        sixty
        (60) days to review the Closing Inventory Value Statement. Sellers and their
        authorized representatives shall have reasonable access during normal business
        hours to all relevant books and records, facilities and employees of Purchaser
        and Purchaser shall cooperate with Sellers’ and Sellers’ representatives’
reasonable requests with respect to their review of the Closing Inventory
        Value
        Statement. Unless Sellers deliver written notice to Purchaser on or prior
        to the
        sixtieth (60th)
        day
        after Sellers’ receipt of the Closing Inventory Value Statement specifying in
        reasonable detail the amount, nature and basis of all disputed items, Sellers
        shall be deemed to have accepted and agreed to the calculation of the Closing
        Inventory Value. If Sellers timely notify Purchaser of their objection to
        the
        calculation of the Closing Inventory Value, Purchaser and Sellers shall,
        following such notice attempt to resolve their differences pursuant to Section
        12.9(b) hereof within the period set forth in Section 12.9(b) (the “Resolution
        Period”). Any resolution by them as to any disputed amounts shall be final,
        binding and conclusive.

       

      (d) If,
        at
        the conclusion of the Resolution Period, there are any amounts remaining
        in
        dispute, then such amounts remaining in dispute shall be resolved in the
        following manner: (i) Sellers shall, at their expense, select as their
        representative a person from Pricewaterhouse Coopers LLP (the “Sellers’
Representative”) and Purchaser, at its expense, shall select as its
        representative a person from Pricewaterhouse Coopers LLP (the “Purchaser’s
        Representative”) within ten (10) days after the expiration of the Resolution
        Period. Within ten (10) days thereafter, the Sellers’ Representative and the
        Purchaser’s Representative shall select one other person from Pricewaterhouse
        Coopers LLP who shall act as a neutral arbitrator (the “Neutral Auditor”) who
        shall resolve any and all amounts remaining in dispute. The fees and
        disbursements of the Neutral Auditor shall be allocated between the Sellers
        and
        the Purchaser in the same proportion that the aggregate amount of such remaining
        disputed items so submitted to the Neutral Auditor that is unsuccessfully
        disputed by each party (as finally determined by the Neutral Auditor) bears
        to
        the total amount of such remaining disputed items so submitted. The Neutral
        Auditor shall act as an arbitrator to determine, based solely on the provisions
        of this Section 2.4 and the presentations by Sellers and Purchaser, and not
        by
        independent review, only those issues still in dispute. The Neutral Auditor’s
        determination shall be made within thirty (30) days of his or her selection,
        shall be set forth in a written statement delivered to Sellers and Purchaser
        and
        shall be deemed a final, binding and conclusive arbitration award. A judgment
        of
        a court of competent jurisdiction may be entered upon the Neutral Auditor’s
        determination. The term “Final Closing Inventory Value” shall mean the
        definitive Closing Inventory Value agreed to (or deemed to be agreed to)
        by
        Purchaser and Sellers in accordance with Section 2.4(c) or resulting from
        the
        determinations made by the Neutral Auditor in accordance with this Section
        2.4(d) (in
        addition to those items theretofore agreed to by Sellers and
        Purchaser).  

      


      
        
          
          

        

        
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           (e) If
        the
        aggregate amount of the Property and Equipment Value plus Final Closing
        Inventory Value is not less than $92,000,000 nor more than $100,000,000,
        there
        shall be no adjustment to the Preliminary Purchase Price and the Preliminary
        Purchase Price shall be the Purchase Price. The Preliminary Purchase Price
        shall
        be (i) increased dollar for dollar to the extent that the aggregate amount
        of
        the Property and Equipment Value plus the Final Closing Inventory Value exceeds
        $100,000,000, or (ii) decreased dollar for dollar to the extent that the
        aggregate amount of the Property and Equipment Value plus the Final Closing
        Inventory Value is less than $92,000,000. Any adjustments to the Preliminary
        Purchase Price made under this Section 2.4(e) shall bear interest from the
        Closing Date through the date of payment at the rate of interest publicly
        announced by Citibank, N.A., in New York, New York, from time to time as
        its
        prime rate, for the period from the Closing Date to the date of such payment.
        Any adjustments to the Preliminary Purchase Price made pursuant to this Section
        2.4(e) shall be paid by wire transfer of immediately available funds to the
        account specified by Sellers, if Sellers are owed payment, or by Purchaser,
        if
        Purchaser is owed payment, within five (5) business days after the Final
        Closing
        Inventory Value is agreed to by Purchaser and Sellers or any remaining disputed
        items are ultimately determined by the Neutral Auditor. The Preliminary Purchase
        Price as adjusted pursuant to this Section 2.4 is referred to herein as the
        “Purchase Price.”

       

      Section
        2.5 Assumption
        of Liabilities.
        On the
        terms and subject to the conditions set forth in this Agreement, at the Closing,
        Purchaser shall assume and, thereafter, shall pay, perform and discharge
        when
        due, all liabilities, other than any Excluded Liability, set forth below
        (collectively, the “Assumed Liabilities”):

      


      (a) all
        obligations and liabilities related to or in respect of each of the Purchased
        Assets, each of the Assumed Contracts and each of the Assumed Leases, and
        that
        arise, accrue or relate to the period following the Closing;

      


      (b) all
        obligations and liabilities in respect of (i) returns, recalls, retrofits
        and
        warranty and adjustment claims (other than any Action) and relating to any
        products manufactured by Purchaser after the Closing Date (other than tires
        manufactured under the Offtake Agreement) that constitute Farm Tires, Licensed
        Products or other products in categories similar thereto or manufactured
        using
        any of the Purchased Assets or any rights granted under the Technology Agreement
        and (ii) any Action relating to any such products manufactured by Purchaser
        after the Closing Date other than any Excluded Design Defect Claim;

       

      (c) obligations
        and liabilities for Taxes, to the extent expressly set forth in Section 6.7
        hereof;

       

      (d) the
        obligations and liabilities for environmental matters to the extent expressly
        set forth in Section 8.1 hereof; and

       

      


      
        
          
          

        

        
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      (e) all
        obligations and liabilities described on Schedule 2.5(e) hereto.

       

      


      Section
        2.6 Excluded
        Liabilities.
        Purchaser shall not be liable or obligated for any of Sellers’ past, present or
        future liabilities and nothing in this Agreement shall be construed in any
        manner to constitute an assumption by Purchaser of any such liability of
        Sellers. Sellers shall retain and pay and perform when due all of their
        liabilities, secured or unsecured, whether known or unknown, asserted or
        unasserted, absolute, accrued, contingent or otherwise, and whether due to
        or to
        become due (collectively, the “Excluded Liabilities”). Other than as
        specifically set forth in Section 2.5, the Excluded Liabilities shall include
        the following liabilities: 

      


      (a) any
        of
        Sellers’ obligations and liabilities, to the extent accrued or arising prior to
        the Closing including, without limitation, all Accounts Payable;

      


      (b) any
        of
        Sellers’ liabilities and obligations under any Environmental Law or related to
        the use, transportation, handling, discharge or release of any Hazardous
        Material, except for the liabilities and obligations of Purchaser to the
        extent
        expressly set forth in Section 8.1 hereof;

      


      (c) any
        of
        Sellers’ obligations and liabilities under or related to any Employee Benefit
        Plan or related to or in favor of any employee, former employee, retiree
        or job
        applicant of any Seller;

      


      (d) any
        of
        Sellers’ obligations and liabilities arising out of or relating to any Action to
        which any Seller is a party pending as of the Closing;

      


      (e) except
        as
        otherwise set forth herein or in any of the Ancillary Agreements, any of
        Sellers’ obligations and liabilities under any contract, agreement, obligation
        or commitment of any Seller not included in the Purchased Assets, or otherwise
        in respect of any Excluded Asset.

      


      (f) any
        of
        Sellers’ obligations and liabilities under this Agreement and the Ancillary
        Agreements; 

       

      (g) any
        of
        Sellers’ obligations and liabilities in respect of the Excluded Contracts,
        Permitted Liens (except with respect to matters falling within the description
        set forth in Clauses (c) (A), (B) and (C) (subject to proration as described
        in
        Section 6.13(f)) and (d) (subject to proration as described in Section 6.13(f))
        of the definition of Permitted Liens set forth in Section 1.1 of this
        Agreement), the borrowing of money or issuance of any note, bond, indenture,
        loan, credit agreement or other evidence of indebtedness, whether or not
        disclosed in this Agreement; 

      


      
        
          
          

        

        
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      (h) except
        as
        otherwise set forth herein, including, without limitation, as set forth in
        Sections 2.7 and 6.4 hereof, any of Sellers’ liabilities and obligations
        resulting from the acts or omissions of Sellers following the Closing Date;
        and

      


      (i) any
        of
        Sellers’ obligations and liabilities in respect of (i) returns, recalls,
        retrofits and warranty and adjustment claims (other than any Action) and
        relating to any products manufactured, sold or distributed by Sellers prior
        to
        the Closing Date that constitute Farm Tires, Licensed Products or other products
        in categories similar thereto or manufactured using any of the Purchased
        Assets
        or any rights granted under the Technology Agreement, (ii) all Actions related
        to any such products, and (iii) all Actions (each an “Excluded Design Defect
        Claim”) constituting or including claims for injuries or damages, but only to
        the extent of such damages, caused by a design defect in any Farm Tire if
        and to
        the extent that: (A) such claims allege that such design defect in such Farm
        Tire proximately caused such damages or injuries, (B) Farm Tires of the same
        size and type as such Farm Tire are in commercial production, but have been
        in
        commercial production for less than 24 months, as of the Closing Date, (C)
        such
        Farm Tire was manufactured by Purchaser at Freeport within 18 months after
        the
        Closing Date, and (D) with respect to, and measured using data available
        as of
        the expiration of, the 18 month period following the Closing Date, Farm Tires
        of
        the same size and type as such Farm Tire have an adjustment rate of 2% or
        more
        of units sold.

      


      Section
        2.7 Assignment
        and Transfer of Contracts and Permits. Nothing
        in this Agreement shall be construed as an assignment of, or an attempt or
        commitment to assign to Purchaser, any Assumed Contract, Assumed Lease or
        Permit
        (including any Environmental Permit) which, as a matter of law or by its
        terms,
        is (i) not assignable, or (ii) not assignable without the approval or consent
        of
        the issuer thereof or the other party or parties thereto (A) without first
        obtaining such approval or consent or (B) if, despite compliance with Sections
        6.4 and 6.11 hereof, consent to assignment cannot be obtained, or (iii) not
        assignable without continuing liability to any Seller following the Closing
        (collectively, the “Nonassignable Rights”). Except in respect of any Permit or
        Environmental Permit (in respect of which the parties shall comply with Section
        6.11 hereof), in connection with the Nonassignable Rights, and, in particular,
        should any consent or approval not be available on the Closing Date, Sellers
        shall, for a reasonable period, to be agreed upon by the parties:

      


      (a) as
        to
        consents and approvals described above in Clause (ii) of this Section 2.7,
        use
        reasonable efforts to obtain,
        subject
        to the limitations contemplated by Section 6.4 hereof, such consents or
        approvals in a form reasonably satisfactory to Purchaser as promptly thereafter
        as practicable; provided,
        however, that no Seller shall have any obligation to give any guarantee or
        other
        consideration of any nature, or to consent to any material amendment of any
        of
        the Nonassignable Rights, in connection with performance of the foregoing
        obligation.

       

      (b) use
        reasonable efforts to obtain
        the
        benefits accruing after, and in respect of the period after, the Closing,
        of the
        Nonassignable Rights to Purchaser; provided,
        however, that no Seller shall have
        any
        obligation to give any guarantee or other consideration of any nature, or
        to
        consent to any material amendment of any of the Nonassignable Rights, in
        connection with performance of the foregoing obligation and provided further
        that, if a Seller provides the benefits of any Nonassignable Right held by
        such
        Seller to Purchaser pursuant to this Clause (b), Purchaser shall, and hereby
        does, assume, indemnify Sellers against and hold Sellers harmless from, the
        liabilities and obligations of Sellers (or any of them) thereunder arising
        during, relating to or accruing in respect of the period of such compliance
        (all
        of which liabilities and obligations shall constitute, notwithstanding anything
        to the contrary set forth herein, Assumed Liabilities) and, to the greatest
        extent possible, pay, perform and discharge when due, as subcontractor for
        Sellers (or any of them) or otherwise, all of the terms, covenants and
        provisions thereof during such period.

       

      


      
        
          
          

        

        
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      (c) cooperate
        with the Purchaser, at the expense of Purchaser, in taking such commercially
        reasonable actions (not including the initiation of, or participation in,
        any
        Action) as Purchaser may from time to time request to enforce, and to preserve
        for the benefit of Purchaser, the Nonassignable Rights; and 

       

      (d) pay
        over
        to the Purchaser, all monies collected by or paid to the Sellers in respect
        of
        the Nonassignable Rights due after the Closing, to the extent due in respect
        of,
        and in respect of obligations accruing during, the period after the
        Closing.

      


      Section
        2.8 Allocation
        of the Purchase Price.
        The sum
        of the Purchase Price and the value of the Assumed Liabilities shall be
        allocated among the Sellers, and, as to each Seller, among the Purchased
        Assets,
        the Non-Competition Covenants and the Prepaid Royalty, for Tax purposes
        (including, without limitation, U.S. federal income Tax purposes) as set
        forth
        on Schedule 2.8. Purchaser shall prepare Form 8594 under Section 1060
        of the Code relating to this transaction based on this agreed allocation.
        Purchaser and Sellers agree to file such Form, and such other documents as
        may
        be required in respect of such allocation by any Taxing Authority, with each
        relevant Taxing Authority. Purchaser and Sellers each agree to file all income,
        franchise and other Tax Returns, and execute such other documents as may
        be
        required by any Taxing Authority, in a manner consistent with the agreed
        allocation and such Form and to refrain from taking any position inconsistent
        with such Form or agreed allocation with any Taxing Authority unless otherwise
        required by applicable Law; provided however, that the amounts set forth
        on
        Schedule 2.8 shall be ratably adjusted to reflect any differences between
        the
        Preliminary Purchase Price and the Purchase Price.

       

      ARTICLE
        III

      


      THE
        CLOSING

      


      Section
        3.1 The
        Closing.
        The
        closing of the purchase and sale of the Purchased Assets and the assumption
        of
        the Assumed Liabilities pursuant to Sections 2.1 and 2.5 hereof (the “Closing”)
        shall take place either at the offices of Goodyear at 1144 East Market Street,
        Akron, Ohio,
        44316 or the office of Bodman LLP, Detroit, Michigan (or at such location
        to be
        agreed upon by the parties) at 10:00 a.m. Eastern Standard Time on April
        1,
        2005, or, if later, on the fifth (5th)
        Business Day following the satisfaction or waiver of the conditions set forth
        in
        Article IX hereof (other than those conditions intended to be satisfied
        substantially simultaneously with the Closing), or at such other date, place
        or
        time as may be agreed upon by the parties (the “Closing Date”). 

      


      
        
          
          

        

        
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      Section
        3.2 Closing
        Deliveries.
        At the
        Closing, the parties shall make the deliveries described below, provided
        that
        the obligation of Purchaser and Sellers to do so shall depend on the performance
        by Purchaser and Sellers of their respective obligations under this Section
        3.2.

      


      (a) Sellers
        shall deliver or cause to be delivered to Purchaser the following:

      


      (i) an
        Assignment and Bill of Sale substantially in the form attached as Exhibit
        A
        hereto (the “Bill of Sale”), duly executed on behalf of Goodyear, Goodyear
        Canada and Goodyear Mexico;

      


      (ii) an
        Assumption Agreement substantially in the form attached as Exhibit B hereto
        (the
“Assumption Agreement”), duly executed on behalf of each Seller;

      


      (iii) a
        Special
        Warranty Deed, with respect to the Owned Real Property, substantially in
        the
        form attached as Exhibit C hereto (the “Special Warranty Deed”), duly executed
        on behalf of Kelly;

      


      (iv) a
        Sublease Agreement, with respect to the Lamm Road Lease, substantially in
        the
        form attached as Exhibit D hereto (the “Sublease”), duly executed on behalf of
        Goodyear;

      


      (v) one
        or
        more Leasehold Assignments substantially in the form attached as Exhibit
        E
        hereto (collectively, the “Personal Property Lease Assignments”), duly executed
        on behalf of Goodyear and the lessors under the Personal Property
        Leases;

      


      (vi) one
        or
        more Leasehold Assignments substantially in the forms attached as Exhibit
        F
        hereto (collectively, the “Farm Lease Assignments,” and, together with the
        Personal Property Lease Assignments, the “Lease Assignments”), duly executed on
        behalf of Goodyear;

      


      (vii) an
        Offtake Agreement substantially in the form attached as Exhibit G hereto
        (the
“Offtake Agreement”), duly executed on behalf of Goodyear;

      


      (viii) a
        Compound Mixing Agreement substantially in the form attached as Exhibit H
        hereto
        (the “Mixing Agreement”), duly executed on behalf of Goodyear;

      


      
        
          
          

        

        
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      (ix) a
        Warranty Service Agreement substantially in the form attached as Exhibit
        I
        hereto (the “Service Agreement”), duly executed on behalf of
        Goodyear;

      


      (x) a
        Bilateral Supply Agreement substantially in the form attached as Exhibit
        J
        hereto (the “Supply Agreement”), duly executed on behalf of
        Goodyear;

      


      (xi) a
        Raw
        Materials Agreement substantially in the form attached as Exhibit K hereto
        (the
“Raw Materials Agreement”), duly executed on behalf of Goodyear;

      


      (xii) a
        Trademark License Agreement substantially in the form attached as Exhibit
        L
        hereto (the “Trademark License Agreement”), duly executed on behalf of
        Goodyear;

      


      (xiii) a
        Patent
        and Know How Transfer and License Agreement substantially in the form attached
        as Exhibit M hereto (the “Technology Agreement”), duly executed on behalf of
        Goodyear;

      


      (xiv) an
        Employee Leasing Contract substantially in the form attached as Exhibit N
        hereto
        (the “Employee Leasing Contract”), duly executed on behalf of
        Goodyear;

      


      (xv) a
        Bailment Agreement substantially in the form attached as Exhibit O hereto
        (the
“Bailment Agreement”), duly executed on behalf of Goodyear;

      


      (xvi) a
        Software License Agreement substantially in the form attached as Exhibit
        P
        hereto (the “Software License Agreement”), duly executed on behalf of
        Goodyear;

      


      (xvii) the
        certificates and other documents required to be delivered by Sellers pursuant
        to
        Article IX hereof, including, without limitation, the certified copies of
        resolutions described in Section 9.3(b) hereof;

      


      (xviii) The
        Estoppel Certificate if obtained pursuant to Section 6.13(a) hereof, (the
        “Estoppel Certificate”), duly executed by the lessor of the Leased Real
        Property;

      


      (xix) a
        certificate from Kelly (which complies with Section 1445 of the Code) of
        non-foreign status executed in accordance with the provisions of the Foreign
        Investment in Real Property Tax Act;

      


      (xx) such
        other documents as may be necessary to be delivered at the Closing in order
        to
        consummate the transactions contemplated hereby to be effected at the
        Closing.

      


      (b) Purchaser
        shall deliver or cause to be delivered to Sellers the following:

      


      
        
          
          

        

        
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      (i) a
        wire
        transfer of immediately available U.S. denominated funds in the amount of
        the
        Purchase Price;

      


      (ii) the
        Bill
        of Sale, duly accepted on behalf of Purchaser;

      


      (iii) the
        Assumption Agreement, duly executed on behalf of Purchaser;

      


      (iv) the
        Special Warranty Deed, duly accepted on behalf of Purchaser;

      


      (v) the
        Sublease Agreement, duly executed on behalf of Purchaser;

      


      (vi) the
        Lease
        Assignments, duly executed on behalf of Purchaser;

      


      (vii) the
        Offtake Agreement, duly executed on behalf of Purchaser;

      


      (viii) the
        Mixing Agreement, duly executed on behalf of Purchaser;

      


      (ix) the
        Service Agreement, duly executed on behalf of Purchaser;

      


      (x) the
        Supply Agreement, duly executed on behalf of Purchaser;

      


      (xi) the
        Raw
        Materials Agreement, duly executed on behalf of Purchaser;

      


      (xii) the
        Trademark License Agreement, duly executed on behalf of Purchaser;

      


      (xiii) the
        Technology Agreement, duly executed on behalf of Purchaser;

      


      (xiv) the
        Employee Leasing Contract, duly executed on behalf of Purchaser;

      


      (xv) the
        Bailment Agreement, duly executed on behalf of Purchaser;

      


      (xvi) the
        Software License Agreement, duly executed on behalf of Purchaser; 

      


      (xvii) the
        certificates and other documents required to be delivered by Purchasers pursuant
        to Article IX hereof, including, without limitation, the certified copies
        of
        resolutions described in Section 9.2(d) hereof; and

      


      (xviii) such
        other documents as may be necessary to be delivered at the Closing in order
        to
        consummate the transactions contemplated hereby to be affected at the
        Closing.

      


      
        
          
          

        

        
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      Section
        3.3 Further
        Assurances.
        From
        time to time following the Closing, Purchaser, on the one hand, and Sellers,
        on
        the other, shall, at the reasonable request of the other party or parties,
        execute, acknowledge and deliver, at the sole cost of the requesting party
        or
        parties, such assignments, conveyances, consents, assurances, instruments
        of
        transfer or assumption and other instruments, and shall take such other actions
        consistent with the terms of this Agreement, as may be reasonably necessary
        to
        vest in Purchaser all right, title and interest of each Seller in and to
        the
        Purchased Assets transferred by such Seller hereunder and otherwise to
        consummate the transactions contemplated hereby. Without limiting the generality
        of the foregoing, in the event either of the Custom Label Contracts cannot
        be
        assigned prior to the Closing despite compliance with Section 6.4 hereof,
        and
        cannot be assigned following the Closing during the period referred to in,
        and
        despite compliance with, Section 2.7 hereof, Purchaser shall cooperate with
        Sellers to remove and ship all Inventories manufactured thereunder and the
        molds
        and other property and assets located at, installed in or affixed to the
        Freeport Facility set forth in Schedule 3.3 hereof, to or as directed by
        Sellers. Between the Closing and the expiration of the period referred to
        in
        Section 2.7 hereof, or, if later, the date on which all such assets and
        Inventories have been removed and shipped in accordance herewith, (i) Purchaser
        shall hold such Inventories and assets for the account of Goodyear, and (ii)
        Purchaser shall from time to time ship such Inventories to or as directed
        by
        Sellers.

       

          Section
        3.4
Administration
        of Accounts  (a) All
        payments and reimbursements made by any third party in the name of or to
        any
        Seller that are received after the Closing, to the extent in connection with
        or
        arising out of the Purchased Assets or the Assumed Liabilities shall be held
        by
        such Seller in trust for the benefit of Purchaser and, immediately upon receipt
        by such Seller of any such payment or reimbursement, such Seller shall pay
        over
        to Purchaser the amount of such payment or reimbursement without right of
        set-off; provided, however, that nothing herein is intended to or shall confer
        any right or interest to Purchaser in or to any Excluded Asset or any payment
        or
        reimbursement related thereto.

      


      (b) All
        payments and reimbursements made by any third party in the name of or to
        Purchaser that are received after the Closing, to the extent in connection
        with
        or arising out of Excluded Assets or the Excluded Liabilities, shall be held
        by
        Purchaser in trust for the benefit of the relevant Seller and, immediately
        upon
        receipt by Purchaser of any such payment or reimbursement, Purchaser shall
        pay
        over to the relevant Seller the amount of such payment or reimbursement without
        right of set-off provided, however, that nothing herein is intended to or
        shall
        confer any right or interest to Sellers in or to any Purchased Assets or
        any
        payment or reimbursement related thereto.

      


      (c) Subject
        to Article X and the limitations set forth therein, if Purchaser pays any
        of the
        Excluded Liabilities, then Goodyear shall reimburse the amount of such Payment
        to Purchaser within thirty (30) days of receipt by Goodyear of a demand for
        reimbursement, together with corresponding documentation of such
        payment.

      


      
        
          
          

        

        
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      (d) Subject
        to Article X and the limitations set forth therein, if Sellers pay any of
        the
        Assumed Liabilities, then Purchaser shall reimburse the amount of such Payment
        to Sellers within thirty (30) days of receipt by Purchaser of a demand for
        reimbursement, together with corresponding documentation of such
        payment.

      


      Section
        3.5 Bulk
        Sales Laws.
        Notwithstanding any other provision of this Agreement, Purchaser hereby waives
        compliance by Sellers with the provisions of any bulk transfer or bulk sales
        Law
        of any jurisdiction in connection with the transactions contemplated hereby.
        Sellers hereby indemnifiy and agree to hold Purchaser harmless from and against
        any and all liabilities, losses, damages, costs and expenses, including
        reasonable attorneys’ fees, incurred or sustained by Purchaser due to such
        non-compliance.

      


      ARTICLE
        IV

      


      REPRESENTATIONS
        AND WARRANTIES OF SELLER

      


      Sellers
        hereby represent and warrant to Purchaser that the following representations
        and
        warranties are true and correct as of the date hereof:

       

      Section
        4.1 Incorporation;
        Authorization; Etc.Each
        of
        Goodyear and Kelly is a corporation duly organized, validly existing and
        in good
        standing under the Laws of its state of incorporation. Goodyear Mexico is
        a
        sociedad de responsabilidad limitada, duly organized, validly existing and
        in
        good standing under the Laws of Mexico. Goodyear Canada is a corporation,
        duly
        organized, validly existing and in good standing under the Laws of Ontario.
        Each
        Seller is duly authorized to conduct business as a foreign corporation and
        is in
        good standing in each jurisdiction in which the ownership of the Purchased
        Assets owned by it or the performance of the Assumed Contracts or the Assumed
        Leases to which it is a party makes such qualification necessary. Each Seller
        has all requisite corporate or organizational power and authority to own
        Purchased Assets owned by it, to perform the Assumed Contracts and the Assumed
        Leases to which it is a party. Each Seller has all requisite corporate or
        organizational power and authority to execute and deliver this Agreement
        and the
        Ancillary Agreements to which it is a party and to perform its obligations
        hereunder and thereunder. The execution, delivery and performance of this
        Agreement and the Ancillary Agreements to which it is a party have been duly
        and
        validly authorized by all necessary corporate or organizational proceedings
        on
        the part of each Seller. This
        Agreement has been and when executed and delivered the Ancillary Agreements
        to
        which each of them is a party, will be duly and validly executed and delivered
        by each Seller and, assuming the due authorization, execution and delivery
        hereof by Purchaser, constitutes a valid and binding obligation of each Seller,
        enforceable against such Seller in accordance with its terms, except as such
        enforcement may be limited by (i) bankruptcy, insolvency, fraudulent conveyance,
        reorganization, moratorium or other similar Laws affecting or relating to
        enforcement of creditors’ rights generally and (ii) general equitable principles
and
        limitations on the availability of equitable relief (whether invoked in a
        proceeding at law or in equity).

       

      


      
        
          
          

        

        
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      Section
        4.2 No
        Conflict. (a)
        Except as set forth on Schedule 4.2(a), and subject to obtaining the Seller
        Required Approvals, the execution and delivery by each Seller of this Agreement
        do not, and, when executed and delivered, such execution and delivery of
        the
        Ancillary Agreements to which it is a party will not, and the consummation
        by
        such Seller of the transactions contemplated hereby and thereby will not,
        violate, conflict with or result in a breach of any provision of, or constitute
        a default under, or result in a right of notice, termination, or acceleration
        under, or result in the creation of any Lien upon any of the Purchased Assets
        under, any of the terms, conditions or provisions of (i) such Seller’s articles
        of incorporation or by-laws, (ii) any Law applicable to such Seller, the
        Assumed
        Leases, the Assumed Contracts or any of the Purchased Assets or (iii) any
        note,
        bond, mortgage, indenture, deed of trust, license, franchise, permit,
        concession, contract, lease or other instrument, obligation or agreement
        of any
        kind to which such Seller is a party and by which any of the Purchased Assets
        is
        bound.

      


      (b) Except
        for the Permits, filings, declarations, notices, Consents, registrations,
        approvals and other matters described on Schedule 4.2(b) (the “Seller Required
        Approvals”), no declaration, filing or registration with, or notice to, or
        authorization, consent or approval of, any Governmental Authority or other
        Person is necessary for the execution and delivery by any Seller of this
        Agreement and the Ancillary Documents to which it is a party or the consummation
        by any Seller of the transactions contemplated hereby or thereby.

       

      Section
        4.3 Real
        and Tangible Personal Property.
        (a)
        Schedule 4.3(a) sets forth a legal description of the Owned Real Property.
        Except as set forth on Schedule 4.3(a) hereto, Kelly has good and marketable
        title to the Owned Real Property, free and clear of all Liens. Except as
        set
        forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures,
        building systems and equipment included in the Owned Real Property
        (collectively, the “Improvements”) are, taken as a whole, in good condition and
        repair, normal wear and tear excepted, except to the extent the failure to
        be in
        such condition or repair does not materially impair the operation of the
        Owned
        Real Property as currently conducted and (ii) there are no material structural
        deficiencies affecting the Improvements. For purposes of the preceding sentence,
        “material” or “materially” means that the cost to repair or remedy any
        deficiency or condition would exceed the sum of $10,000. The classification
        of
        each parcel of Owned Real Property under applicable zoning laws, ordinances
        and
        regulations expressly permits the use and occupancy of such parcel and the
        operation of the Business as currently conducted thereon (and not merely
        as a
        prior non-conforming use or similar designation), and permits the Improvements
        located thereon as currently constructed, used and occupied. There is no
        condemnation, expropriation or other proceeding in eminent domain, pending
        or,
        to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real
        Property or any portion thereof or interest therein.

      


      
        
          
          

        

        
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      (b) Sellers
        have previously provided or made available to Purchaser a true and correct
        copy
        of the Lamm Road Lease and each of the Farm Leases, each as amended as of
        the
        date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect
        to each
        of the Lamm Road Lease and each of the Farm Leases: (i) such lease is valid
        and
        enforceable, subject only to bankruptcy, reorganization, receivership and
        other
        laws affecting creditors’ rights generally and to general principals of equity,
        whether invoked in a proceeding in equity or at law; (ii) the transactions
        contemplated by this Agreement (including the Sublease) do not require the
        consent of any other party to such lease (other than the Seller Required
        Approvals), will not result in a breach of or default under such lease, and
        will
        not otherwise cause such lease to cease to be so valid and enforceable on
        terms
        substantially identical in all material respects following the Closing; (iii)
        Goodyear’s possession and quiet enjoyment of the Leased Real Property under the
        Lamm Road Lease is not presently disturbed and there are currently no disputes
        with respect to such lease; (iv) neither Goodyear nor the other party to
        the
        Lamm Road Lease, is in material breach or default under such lease; (v) Goodyear
        has not subleased, licensed or otherwise granted any Person the right to
        use or
        occupy the Leased Real Property or any portion thereof; and (vi) Goodyear
        has
        not collaterally assigned or granted any Lien in the Lamm Road Lease or any
        interest therein.

      


      (c) Except
        as
        set forth on Schedule 4.3(c) hereto, Kelly or Goodyear has obtained all Permits
        (other than Environmental Permits that are addressed in Section 4.18) required
        to be obtained by Kelly or Goodyear with respect to the Owned Real
        Property.

      


      (d) Except
        as
        otherwise set forth herein, the Purchased Assets constitute all of the assets,
        rights and properties (other than any Excluded Assets) used or held for use
        by
        Sellers in connection with the manufacture of Farm Tires at and necessary
        for
        the operation of the Freeport Facility as presently operated. 

      


      (e) Schedule
        2.1(a)(i) hereto sets forth a listing of all capital assets owned by Goodyear
        included in the Purchased Assets, other than Inventories, as of December
        31,
        2004. Except as set forth on Schedule 4.3(e)(i) hereto, and except with respect
        to such Purchased Assets as Goodyear has disposed of in the Ordinary Course
        of
        Business since December 31, 2004, Goodyear has good title to or an enforceable
        right to use all such Purchased Assets, free and clear of all Liens. All
        assets
        listed on Schedule 2.1(a)(i) are in good operating condition and repair (subject
        to normal wear and tear), are free from manufacturing flaws and have been
        maintained in accordance with Goodyear’s normal practices.

       

      (f) Goodyear
        has previously provided or made available to Purchaser a true and correct
        copy
        of each of the Personal Property Leases, each as amended as of the date
        hereof.
        Except
        as set forth in Schedule 4.3(f) hereto, each of the Personal Property Leases
        are, assuming due execution and delivery by the counterparties thereto, legal,
        valid and binding in all material respects, enforceable in all material respects
        in accordance with their terms, subject only to bankruptcy, reorganization,
        receivership and other laws affecting creditors’ rights generally and to general
        principals of equity, whether
        invoked in a proceeding in equity or at law. All such Personal Property Leases
        are free of any material default or breach thereof by Goodyear.

       

      


      
        
          
          

        

        
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      (g) Schedule
        4.3(g) lists all Permitted Liens as of January 31, 2005 to Sellers’
Knowledge.

       

      Section
        4.4 Financial
        Reports. Attached
        as Schedule 4.4 hereto are copies of certain management measurements of income
        and losses with respect to the Business (collectively, the “Reports”). The
        Reports (a) were prepared in all material respects in accordance with, and
        reflect, in all material respects, the books of account and other financial
        records of Goodyear and (b) were prepared in all material respects consistent
        with the past practices of Goodyear for measuring income and loss for
        unincorporated business units, except that (i) the Reports exclude information
        relating to rubber track and (ii)
        the
        Reports disaggregate or eliminate certain items of expense deemed by Goodyear
        not to be directly related to the Business.

       

      Section
        4.5 Absence
        of Certain Changes.
        Except
        as set forth on Schedule 4.5 hereto, between December 31, 2004 and the date
        hereof, there has not been:

       

      (a) any
        Material Adverse Change;

      


      (b) any
        material increase made or promised in the compensation or other remuneration
        or
        rate thereof payable or to become payable by Goodyear to its Employees
        generally;

      


      (c) except
        as
        set forth on Schedules 4.3(a), (b), (c) or (e)(i) any Lien with respect to
        the
        Business other than Liens that do not individually or in the aggregate, exceed
        $25,000, imposed upon or attached to any of the Purchased Assets;

      


      (d) except
        as
        set forth on Schedules 4.3(a), (b), (c) or (f) or Schedule 4.12, any material
        amendment to, consent by any Seller to the termination of or material breach
        by
        any Seller of any Assumed Contract or Assumed Lease;

      


      (e) any
        material commitment to any labor organization by Goodyear with respect to
        the
        Employees;

      


      (f) except
        as
        set forth on Schedule 4.5(f), any sale, transfer, lease, sublease, license
        or
        other disposal by any Seller of any of the Purchased Assets which individually
        or in the aggregate have a value in excess of $10,000 other than Inventories
        sold in the Ordinary Course of Business with respect to the
        Business;

      


      (g) any
        material changes in the customary methods of operation of the Business,
        including, without limitation, policies and practices relating to
        Inventories;

      


      
        
          
          

        

        
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      (h) any
        casualty or loss with respect to any of the tangible personal or real property
        comprised by the Purchased Assets and that, in the aggregate, have a replacement
        cost of more than $10,000; or

      


      (i) any
        agreement by any Seller to take any of the actions listed in this Section
        4.5
        except, in each case, as contemplated or permitted by this Agreement or any
        of
        the Ancillary Agreements. 

       

       

      Section
        4.6 Inventories. Except
        as
        set forth on Schedule 4.6 hereto, and except to the extent reflected in the
        Reports, the Inventories comprised by the Purchased Assets consist in all
        material respects of products which are of a quality and quantity usable
        and
        saleable in the Ordinary Course of Business with respect to the Business
        and
        none of the Inventories is obsolete or damaged, except for obsolete items
        which
        have been written off or written down to net realized value. Subject to Section
        6.16, the amount of Inventories presently on hand is consistent with historical
        levels. The amounts at which the Inventories have been valued by Goodyear
        have
        been determined in accordance with Goodyear’s existing inventory practices in
        respect of the Business. Goodyear has consistently used the first-in, first-out
        method of accounting for the Inventories. Except as set forth on Schedule
        4.6,
        all of the Inventories are free and clear of all Liens.

       

      Section
        4.7 Litigation. Except
        as
        set forth on Schedule 4.7 hereto, there
        is
        no Action
        pending,
        nor, to Sellers’ Knowledge, threatened,
        against
        Sellers with respect to any of the Purchased Assets or the Business,
        before
        any Governmental Authority that would, if determined adversely to Sellers,
        have
        a Material Adverse Effect
        on the
        Purchased Assets or the Business. Except as disclosed on Schedule 4.7, and
        except to the extent related to the Consent of any Governmental Authority
        necessary in connection with the transactions contemplated hereby, there
        are no
        judgments or outstanding orders, injunctions, decrees, stipulations or awards
        rendered by a Governmental Authority against Sellers that would interfere
        with
        the use of the Purchased Assets in connection with the Business as presently
        conducted or prevent or delay the transactions contemplated in this
        Agreement.

       

      Section
        4.8 Intellectual
        Property.
        The
        Intellectual Property includes all of the patents, patent applications,
        inventions, and registered and unregistered trademarks, and all Know How
        (as
        defined in the Technology Agreement) material to the conduct of the Business
        on
        the terms contemplated by this Agreement and the License Agreements. Sellers
        represent and warrant that: (i) Goodyear owns or has a valid right to use
        all
        such Intellectual Property; (ii) to Sellers’ Knowledge, the conduct of the
        Business does not infringe the rights of any Person in any of such Intellectual
        Property; (iii) to Sellers’ Knowledge, no Person is currently infringing any of
        Goodyear’s rights in the Intellectual Property; and (iv) where not restricted
        otherwise, Goodyear has previously provided or made available to Purchaser
        correct and complete copies of all patents, registrations, applications,
        licenses and sublicenses, (as amended to date) with respect to each such
        item of
        Intellectual Property 

      


      
        
          
          

        

        
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      that
        constitutes a Licensed Mark (as defined in the Trademark License Agreement)
        or a
        Licensed Patent (as defined in the Technology Agreement). 

      


      Section
        4.9 Employee
        Benefits.
        Schedule 4.9 hereto lists all benefit plans sponsored or participated in
        by
        Sellers or any of their Affiliates in connection with the Business and in
        effect
        as of the date hereof which are employee pension benefit plans, as defined
        in
        Section 3(2) of ERISA, medical and life insurance plans and employee welfare
        benefit plans as defined in Section 3(1) of ERISA and, in each case, in which
        any Employees participate (collectively, the “Employee Benefit Plans”). As to
        the Employee Benefit Plans sponsored by Sellers or their Affiliates which
        are
“employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans
        (i) if they are defined benefit plans, are subject to the minimum funding
        standards of Code Section 412 and (ii) are in material compliance with and
        have
        been administered in accordance with their terms and in material compliance
        with
        all applicable requirements of Law. Neither Sellers nor their Affiliates
        have
        incurred any liability under Title IV of ERISA that has or would, after the
        Closing Date, become a Lien upon any of the Purchased Assets pursuant to
        ERISA
        Section 4068.

       

      Section
        4.10 Employment
        and Labor Matters.
        Schedule 4.10 hereto sets forth a list of all employees of Goodyear employed
        exclusively in connection with the Business as of February 17, 2005
        (collectively, the “Employees”). Except for the Collective Bargaining Agreement,
        there are no collective bargaining agreements or other similar labor union
        contracts to which any Seller is a party in respect of the Employees paid
        on an
        hourly basis. Sellers have previously provided or made available to Purchaser
        a
        true and correct copy of the Collective Bargaining Agreement.

       

      Section
        4.11 Compliance
        with Laws.
        Each
        Seller has, with respect to the Business and the Purchased Assets, complied
        in
        all material respects with all applicable Laws.

       

      Section
        4.12 Contracts.
        Schedule 4.12 sets forth all Assumed Contracts that involve aggregate annual
        consideration in excess of $50,000 and that are exclusively related to the
        Business and/or the Purchased Assets. Except as set forth on Schedule 4.12,
        and
        assuming due execution and delivery by the counterparties thereto, each Assumed
        Contract is in full force and effect and is, in all material respects, a
        valid
        and binding obligation, enforceable in all material respects in accordance
        with
        its terms, subject only to bankruptcy, reorganization, receivership and other
        laws affecting creditors’ rights generally and to general principals of equity,
        whether invoked in a proceeding in equity or at law. Except as set forth
        on
        Schedule 4.12, no Seller, and, to the Knowledge of Sellers, no other party
        is in
        material breach of, or material default under, any of the Assumed
        Contracts.

      


      Section
        4.13 Licenses
        and Permits.
        Goodyear has obtained and is in all material respects in compliance with
        all
        Permits and, except to the extent covered by the provisions of Section 4.3
        (with
        respect to real estate permits) and Section 4.18 (with respect to certain
        Environmental Permits), necessary to conduct and carry on the Business using
        the
        Purchased Assets, except for Permits, the absence of which would not have
        a
        Material Adverse Effect (collectively, the “Material Permits”). 

      


      
        
          
          

        

        
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      All
        such
        Material Permits are listed on Schedule 2.1(a)(vii) and are assignable and
        transferable except as set forth on Schedule 2.1(a)(vii). Except as set forth
        on
        Schedule 4.13, all such Material Permits are in full force and effect in
        all
        material respects and no Actions are pending or, to Sellers’ Knowledge,
        threatened that seek the revocation, termination, suspension, non-renewal
        or any
        material limitation thereof.

      


      Section
        4.14 Taxes.
        Each
        Seller has timely filed all Tax Returns required to be filed by it on or
        before
        the date hereof with respect to Taxes relating to the Purchased Assets and
        the
        Employees for each period ending on or before the date hereof, other than
        any
        Tax returns the failure to file which would not have a Material Adverse Effect.
        Except as set forth on Schedule 4.14 hereto, all Taxes shown as due on such
        Tax
        Returns have been or will be timely paid in all material respects, except
        with
        respect to any Taxes being contested by any Seller. There is no material
        unassessed Tax deficiency proposed in a writing delivered to Sellers or,
        to
        Sellers’ Knowledge, threatened against any Seller relating to the Purchased
        Assets and the Employees, nor is any Action pending or, to Sellers’ Knowledge,
        threatened by any Governmental Authority for assessment, reassessment or
        collection of any material Taxes relating to the Purchased Assets and the
        Employees. Kelly is not a “foreign person” within the meaning of Code Section
        1445(f)(3).

       

      Section
        4.15 Insurance.
        Purchaser may access Goodyear’s insurance program via Goodyear’s website
        (www.goodyearinsurance.com).

       

      Section
        4.16 Product
        Warranty.
        Schedule
        4.16 hereto includes true and complete copies of each Seller’s warranty
        agreements with Farm Tire customers, if any, and each Seller’s standard terms
        and conditions of sale, if any (containing standard guaranty, warranty, and
        indemnity provisions) in respect of the finished goods Inventories included
        in
        the Purchased Assets. Such Inventories are not subject to any material guaranty,
        warranty, or other indemnity (except any of the foregoing arising or implied
        under applicable Law) beyond the applicable warranty agreement or the standard
        terms and conditions of sale set forth or described in Schedule
        4.16.

       

      Section
        4.17 Customers
        and Suppliers.
        Schedule 4.17 sets forth the names of the ten (10) most significant (i)
        customers (by revenue, including percentages of total revenues) of the Business
        and (ii) suppliers (by expense) exclusively to the Freeport Facility, in
        each
        case for the twelve (12) month period ended December 31, 2004. Sellers have
        previously supplied to Purchaser a list of all customers of the Business
        during
        calendar year 2004. Except as disclosed in Schedule 4.17, Sellers have no
        Knowledge that any customer of the Business listed on Schedule 4.17 will
        cease
        to use the products, goods or services of the Business, or will substantially
        reduce the use of such products, goods or services, at any time after the
        Closing Date.
        Except
        with respect to Sellers and their respective Affiliates and except as described
        in Schedule 4.17, Sellers have no Knowledge that any supplier listed on Schedule
        4.17 will cease, or materially decrease the rate of, supplying material,
        products or services to the Freeport Facility at any time after the Closing
        Date.

      


      
        
          
          

        

        
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      Section
        4.18 Environmental
        Matters.
        Except
        as
        set forth in Schedule 4.18 hereto:

       

      (a) The
        Business has been conducted by Goodyear and the condition of the Purchased
        Assets and the Freeport Facility is and at all times has been in material
        compliance with all requirements of all applicable Environmental
        Laws;

      


      (b) Sellers
        have obtained, currently possess and are and have been in material compliance
        with, all terms and conditions of all Environmental Permits, which Environmental
        Permits are (i) transferable as described in Schedule 2.1(a)(vii) and (ii)
        are
        listed on Schedule 2.1(a)(vii);

      


      (c) Sellers
        have not during the past three years, or, if unresolved, any previous years,
        received any written or oral notice, report or other information suggesting
        that
        the operation of the Business or condition of the Purchased Assets or the
        Freeport Facility is in actual or alleged violation of any of the Environmental
        Laws, or that any of them have in connection with the Business any liabilities
        or potential liabilities, including any investigatory, remedial or corrective
        obligations, relating to any of them or their facilities arising under
        Environmental Laws; 

      


      (d) Except
        as
        set forth in Schedule 4.18 or the Phase I Environmental Assessment identified
        in
        Section 6.13(d), none of the following exists at, on, in or under any portion
        of
        the Freeport Facility: (i) underground storage tanks, (ii) asbestos-containing
        material in any form or condition, (iii) PCBs, (iv) naphtha or (v) landfills,
        surface impoundments, or disposal areas; 

      


      (e) Goodyear
        has not in connection with the operation of the Freeport Facility treated,
        stored, disposed of, arranged for or permitted the disposal of, transported,
        handled, or released any substance, including without limitation any Hazardous
        Substance, exposed any employee or other individual to any substance or
        condition, or owned or operated any property or facility (and no such property
        or facility is contaminated by any such substance) in a manner that has given
        or
        would give rise to liabilities, including any liability for response costs,
        corrective action costs, personal injury, property damage, natural resources
        damages or attorney fees, pursuant to any Environmental Laws; 

      


      (f) Goodyear
        has not, in connection with the operation of the Freeport Facility, either
        expressly or by operation of law, assumed or undertaken any liability, including
        without limitation any obligation for corrective or remedial action, of any
        other Person relating to Environmental Laws; and

      


      (g) No
        facts,
        events or conditions relating to the Freeport Facility will prevent, hinder
        or
        limit continued compliance with Environmental Laws, give rise to any
        investigatory, remedial or corrective obligations pursuant to Environmental
        Laws, or give rise to any other liabilities pursuant to Environmental Laws,
        including without limitation any relating to onsite or offsite releases or
        threatened releases of hazardous materials, substances or wastes, personal
        injury, property damage or natural resources damage.

      


      
        
          
          

        

        
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      Section
        4.19 Brokers,
        Finders, Etc. Sellers
        have not employed any broker or finder, or incurred any Liability for a
        brokerage fee, commission or finder’s fee in connection with the transactions
        contemplated by this Agreement.

       

      Section
        4.20  Accuracy
        of Information; Full Disclosure.
        All
        documents delivered by or on behalf of Sellers in connection with this Agreement
        are complete and accurate in all material respects. No representation or
        warranty of Sellers contained in this Agreement or in any Schedule hereto
        or in
        any Ancillary Agreement delivered to Purchaser pursuant hereto or in connection
        herewith and none of the written data or information furnished or made available
        to Purchaser by Sellers contains an untrue statement of a material fact or
        omits
        to state a material fact required to be stated therein or necessary to make
        the
        statements made, in the context in which made, not false or misleading. To
        the
        Knowledge of Sellers, there is no fact that has not been disclosed to Purchaser
        that has or could reasonably be expected to have a Material Adverse
        Effect.

       

       

      ARTICLE
        V

       

      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER

      


      Purchaser
        hereby represents and warrants to Sellers that the following representations
        and
        warranties are true and correct as of the date hereof.

       

      Section
        5.1 Organization
        and Good Standing.
        Purchaser
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Illinois. Purchaser has all requisite power and authority
        to own, lease and operate its property and otherwise conduct its business
        as it
        is now being conducted. Purchaser is duly qualified to do business and in
        good
        standing in each jurisdiction where failure to do so would have a Material
        Adverse Effect.

      


      Section
        5.2 Authorization;
        Etc.
        Purchaser has full power and authority to execute and deliver this Agreement
        and
        the Ancillary Agreements to which it is a party, to perform its obligations
        hereunder and thereunder and to consummate the transactions contemplated
        hereby
        and thereby. The execution and delivery of this Agreement and the Ancillary
        Agreements to which it is a party, the performance of Purchaser’s obligations
        hereunder and thereunder and the consummation of the transactions contemplated
        hereby and thereby have been duly and validly authorized by all necessary
        corporate proceedings on the part of Purchaser. This Agreement has been,
        and
        when executed and delivered the Ancillary Agreements to which it is a party
        will
        be, duly executed and delivered by Purchaser and constitute and will constitute
        the legal, valid and binding obligations of Purchaser, enforceable against
        Purchaser in accordance with their terms.

       

      


      
        
          
          

        

        
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      Section
        5.3 No
        Conflict.
        (a)
        The
        execution and delivery by Purchaser of this Agreement and the Ancillary
        Agreements to which Purchaser is a party do not, and the consummation of
        the
        transactions contemplated hereby and thereby will not, violate, conflict
        with or
        result in a breach of any provision of, constitute a default under, or result
        in
        a right of notice, termination or acceleration under, or result in the creation
        of any Lien under, any of the terms, conditions or provisions of (i) any
        note,
        bond, mortgage, indenture, deed of trust, license, franchise, permit,
        concession, lease, agreement, commitment, understanding, arrangement or
        restriction of any kind to which Purchaser is a party or by which Purchaser
        or
        any of its property is bound; (ii) any Law to which Purchaser or any of its
        property is subject; (iii) Purchaser’s articles
        of incorporation or bylaws or any resolutions adopted by the board of directors
        or shareholders of Purchaser.

       

      (b)
        No
        declaration, filing or registration with, or notice to, or authorization,
        consent or approval of, and Governmental Authority or other Person is necessary
        for the execution by Purchaser of this Agreement and the Ancillary Agreements
        to
        which it is a party or the consummation by Purchaser of the transactions
        contemplated hereby and thereby.

       

      Section
        5.4 Independent
        Analysis.
        Purchaser acknowledges and agrees that except as expressly set forth in this
        Agreement, no Seller has made any representation or warranty upon which
        Purchaser is relying with respect to the Purchased Assets, the Assumed
        Liabilities or otherwise. Purchaser has performed, and will perform, and
        is
        purchasing the Purchased Assets and assuming the Assumed Liabilities based
        only
        (except in respect of the representations and warranties of Sellers expressly
        set forth herein) upon, its own due diligence and investigations with respect
        to
        the Business, the Purchased Assets and the Assumed Liabilities and has formed
        its own conclusions regarding the condition (financial and otherwise), value,
        property, liabilities, contracts, contingencies, prospects, risks and other
        incidents thereof. 

      


      Section
        5.5 Litigation.
        There
        is no Action, at law or in equity, pending nor, to the Knowledge of Purchaser,
        threatened against Purchaser which in any manner challenges or seeks to prevent,
        enjoin, alter or delay the transactions contemplated by this Agreement or
        any of
        the Ancillary Agreements. 

      


      Section
        5.6 Finders,
        Brokers.
        Purchaser is not a party to any agreement with any finder or broker, or in
        any
        way obligated to any finder or broker, for any commissions, fees or expenses
        incurred in connection with the origin, negotiation, execution or performance
        of
        this Agreement.

       

      ARTICLE
        VI

      


      COVENANTS
        OF SELLER AND PURCHASER

      


      Section
        6.1 Access
        to Information; Confidentiality.
        (a) On
        the terms and subject to the Conditions set forth in the Confidentiality
        Agreement, between the date of this Agreement and the Closing
        Date, each Seller will, on reasonable notice and during ordinary business
        hours,
        subject to the requirements of applicable Law, including, without limitation,
        all applicable competition Laws, (i) give to Purchaser and its authorized
        representatives reasonable access to all books, records (including, without
        limitation, all work papers and other documents of such Seller and its
        accountants who have knowledge of the Business), plants, offices and other
        facilities and properties of such Seller to the extent related to the Purchased
        Assets or the Assumed Liabilities, including, without limitation, such books
        and
        records of Sellers as Purchaser or such representatives may reasonably request
        in connection with Purchaser’s compliance with applicable securities laws in
        connection with the consummation of the transactions contemplated hereby,
        (ii)
        permit Purchaser to make such inspections thereof as Purchaser may reasonably
        request and (iii) cause such Seller’s officers, employees and advisors with
        knowledge of the Business and the Purchased Assets to furnish Purchaser with
        such financial and operating data and other information with respect to the
        Business and the Purchased Assets as Purchaser may from time to time reasonably
        request. Any such inspection or investigation shall be conducted in such
        a
        manner as not to interfere unreasonably with the operation of the Business
        or
        the Purchased Assets. 

       

      


      
        
          
          

        

        
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      (b) The
        Confidentiality Agreement shall remain in full force and effect and shall
        survive the execution and delivery of this Agreement and the termination
        of this
        Agreement for any reason whatsoever, subject to its stated expiration
        date.

       

      Section
        6.2 Conduct
        of the Business.
        Except
        as set forth on Schedule 6.2 hereto or as contemplated or permitted hereby
        or
        otherwise consented to by Purchaser (such consent not to be unreasonably
        withheld or delayed by Purchaser), from the date hereof through the Closing,
        Goodyear shall operate the Business and the Purchased Assets in the Ordinary
        Course of Business and shall not take any action of the type represented
        not to
        have occurred in Section 4.5 hereof.
        All
        molds and drums relating to Skid Steer and Large Terra tires presently located
        at Goodyear’s Topeka, Kansas manufacturing facility shall be moved to the Owned
        Real Property, at Goodyear’s expense, prior to the Closing.

       

      Section
        6.3 Notification
        of Certain Matters.
        (a) Each
        Seller may, from time to time prior to the Closing, deliver to Purchaser
        a
        supplement (each a “Supplemental Schedule”) to Sellers’ disclosure Schedules
        attached hereto that may disclose any fact, circumstance or development that
        has
        occurred or been discovered after the date hereof and that would constitute
        a
        breach of the representations and warranties of Sellers (or any of them)
        contained in this Agreement (as of the date of this Agreement or as of the
        date
        of such fact, circumstance or development, applying such representations
        to such
        date if made on and as of such date) if not disclosed. In the event (i) the
        Closing occurs in accordance herewith, as to each item or items in the aggregate
        set forth in any Supplemental Schedule or Schedules for which Purchaser would
        have been entitled to refuse to consummate the Closing under Section 9.3(a)
        hereof, or (ii) Purchaser would have the right to terminate this Agreement
        pursuant to Section 11.1(d) hereof, by 

      


      
        
          
          

        

        
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      reason
        of
        any item or items in the aggregate on any Supplemental Schedule or Schedules
        and
        does not or cannot exercise such right within the time permitted thereby,
        as to
        each item set forth in any such Supplemental Schedule, then, in such case,
        the
        Supplemental Schedule or Schedules shall be deemed to have amended such
        disclosure Schedules, to have qualified the representations and warranties
        of
        Sellers (or any of them) contained in this Agreement and to have corrected
        any
        misrepresentation or breach of warranty that otherwise might have existed
        hereunder by reason of the fact, circumstance or development (with the result
        that no misrepresentation or breach shall be deemed to have occurred), in
        each
        case to the extent of the disclosure contained in such Supplemental Schedule
        or
        Schedules. 

      


      (b) If
        prior
        to the Closing, Purchaser discovers any fact, circumstance or development
        that
        would or would reasonably be expected to constitute a breach of the
        representations or warranties of Sellers (or any of them) contained in this
        Agreement (as of the date of this Agreement or as of the date of such fact,
        circumstance or development, applying such representations to such date if
        made
        on and as of such date) and that could result in a right of claim against
        Sellers in an amount in excess of $50,000, then in such case, Purchaser shall
        forthwith notify Sellers of such discovery and shall provide Sellers with
        the
        details of such discovery.

       

      Section
        6.4 Efforts
        Concerning Closing Conditions; Regulatory and Other Authorizations; Notices
        and
        Consents.
        (a)
        Subject to Sections 2.7 and 6.11 hereof, Purchaser and Sellers shall use
        their
        reasonable best efforts to cause the satisfaction of the conditions to the
        obligations of each party at the Closing set forth in Section 9.1 hereof
        and the
        satisfaction of the conditions to the obligations of the other party at the
        Closing set forth in Section 9.2 or Section 9.3 hereof, as the case may be,
        to
        the extent the satisfaction of such conditions is within such party’s control
        except in respect of Section 9.3(g) hereof, as to which neither Sellers nor
        Purchaser shall be subject to the foregoing obligations, and Sections 9.3(f)
        and
        (h) hereof, as to which Purchaser, rather than Seller, shall be subject to
        foregoing obligations.

      


      (b) Subject
        to Sections 2.7 and 6.11 hereof, each party shall use its reasonable efforts
        to
        obtain all authorizations, Consents, orders and approvals of all Governmental
        Authorities and third parties that may be or become necessary for its execution
        and delivery of, and the performance of its obligations pursuant to, this
        Agreement and the Ancillary Agreements, and will cooperate fully with the
        other
        parties in promptly seeking to obtain all such authorizations, Consents,
        orders
        and approvals; provided, however, that neither Sellers nor Purchaser shall
        have
        any obligation to give or agree to any guarantee or other consideration or
        obligation of any nature, or to consent to any material amendment of any
        of the
        Assumed Leases or any of the Assumed Contracts, in connection therewith.
        Each
        party hereto agrees to make an appropriate filing, if necessary, pursuant
        to the
        HSR Act with respect to the transactions contemplated by this Agreement within
        five (5) Business Days of the date hereof, and to supply, as promptly as
        practicable to the appropriate Governmental Authorities any additional
        information and documentary material that may be requested pursuant to the
        HSR
        Act.

      


      
        
          
          

        

        
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      Section
        6.5 Public
        Statements.
        Subject
        to the terms of, and in addition to the requirements imposed by, the
        Confidentiality Agreement, the parties hereto shall (i) issue, on the date
        hereof, a joint press release in the form previously agreed upon by the parties
        hereto, to the exclusion of any other press release or written public statement
        in respect of the execution hereof, (ii) consult with each other prior to
        issuing any other press release or any written public statement with respect
        to
        this Agreement or any of the Ancillary Agreements or the transactions
        contemplated hereby or thereby, and (iii) not issue any such press release
        or
        written public statement prior to review and approval by the other party
        or
        parties, as the case may be; provided, however, that prior review and approval
        shall not be required if (a) in the reasonable judgment of the party seeking
        to
        issue such release or public statement, prior review and approval would prevent
        the timely dissemination of such release or announcement in violation of
        any
        applicable Law or any rule, regulation or policy of any securities exchange
        on
        which the securities of such party are traded and (b) the party seeking to
        issue
        such press release or public statement provides notice of the content and
        proposed timing thereof to the other party or parties, as applicable, as
        promptly as practicable.

       

      Section
        6.6 Cooperation.
        Except
        in respect of any Indemnifiable Claim after the Closing, in the event and
        for so
        long as any party hereto is contesting or defending any Action, charge,
        complaint, claim or demand described in this sentence, Sellers and Purchaser
        will reasonably cooperate with each other and cause their respective directors,
        officers and employees to cooperate with those of Purchaser or Sellers, as
        applicable, in furnishing information, evidence, testimony and other assistance
        as may be reasonably requested by Purchaser or Sellers, as applicable, in
        connection with any pending or threatened Action resulting or arising from
        the
        transactions contemplated by this Agreement or any of the Ancillary Agreements,
        or any fact, situation, circumstance, status, condition, activity, practice,
        failure to act or transaction relating to the Business. Subject to the
        indemnification provisions of Article X, the party requesting such
        assistance will pay or reimburse the other party for (i) all reasonable
        out-of-pocket expenses incurred by the party providing such assistance in
        connection therewith including, without limitation, all travel, lodging and
        meal
        expenses and (ii) the reasonable value of the time of any such director,
        officer or employee.

       

          Section
        6.7
Transfer
        Taxes and Fees.
        (a) Purchaser
        and Sellers shall cooperate in preparing, executing and filing use, sales,
        real
        estate, transfer and similar Tax Returns relating to any and all federal,
        state,
        county or local, and any and all foreign, excise, stamp, transfer, registration
        and other Taxes, fees and duties (including any interest, additions to Tax
        and
        penalties with respect thereto) and any and all transfer, registration,
        recording or similar fees and charges imposed in connection with the
        consummation of the transactions contemplated by this Agreement. At the Closing,
        Purchaser and Sellers each shall pay one-half of any such Taxes other than
        (i)
        any such Taxes relating to the transfer of the Owned Real Property, all of
        which
        shall be borne by Sellers and shall be an Excluded Liability that Sellers
        shall
        pay at the time the Special Warranty Deed is recorded (or, if later, when
        required under applicable Law) and (ii) any such Taxes relating to the transfer
        (other than pursuant to the Canadian Inventory Transfer) of the Inventories
        located in Canada
        and Mexico as of the Closing and included in the Purchased Assets, all of
        which
        shall be borne one half by Purchaser and one half by Sellers. All such Tax
        Returns shall be prepared in a manner that is consistent with the allocation
        of
        the Purchase Price and Assumed Liabilities contemplated by Section 2.8
        hereof.

       

      


      
        
          
          

        

        
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      (b) Purchaser
        and Sellers shall reimburse each other for payments of Taxes made for the
        other
        party’s benefit pursuant to the provisions of this Section 6.7 or Section
        6.13 hereof. All such reimbursements shall be paid within fifteen (15) days
        of receiving a written request from the other party.

       

          Section
        6.8
Expenses. Except
        as
        otherwise provided in this Agreement, each party shall pay the expenses incurred
        by it incident to this Agreement, the Ancillary Agreements and the closing
        of
        the transactions contemplated hereby and thereby including, without limitation,
        any legal, accounting, brokerage, investment banking, financial advisory,
        finders or similar fees or commissions, and all related expenses of any such
        Person who was engaged by it in connection with this Agreement or the
        transactions contemplated hereby.

          

          Section
        6.9
Access
        to Former Business Records;
        Cooperation Concerning Tax Issues. (a)
        As
        soon as reasonably practicable following the Closing Date, each Seller shall
        deliver to Purchaser all Books and Records that constitute Purchased Assets
        hereunder. For a period of seven (7) years after the Closing, Sellers and
        Purchaser will afford each other and their respective duly authorized
        representatives reasonable access to financial, Tax and other books and records
        of the Business or that relate to the Purchased Assets or the Assumed
        Liabilities for any reasonable purpose, including, without limitation,
        litigation, financial and Tax reporting purposes, and will permit such
        representatives, at the expense of the reviewing party, to make abstracts
        from,
        or to take copies of, any of such books and records, or to obtain temporary
        possession thereof as may be reasonably required. Each party shall preserve
        and
        keep such books and records for a period of seven (7) years following the
        Closing or for any longer period that may be required by any Governmental
        Authority or ongoing litigation; provided, however, that either party may
        dispose of any such books and records retained by it at the end of such seven
        (7) year period or at any earlier time if and to the extent that, prior to
        any
        such disposition, such party gives advance notice to Purchaser or Sellers,
        as
        the case may be, and affords Purchaser or Sellers, as applicable, the
        opportunity to take possession or copy such books and records as it may select.
        Notwithstanding anything to the contrary set forth herein, Sellers may retain
        copies of any Books and Records transferred to Purchaser hereunder.

      


      (b) In
        addition to the foregoing, Sellers and Purchaser shall provide each other
        with
        such cooperation and information as any of them reasonably may request in
        filing
        any Tax Return, amended Tax Return or claim for refund, determining a liability
        for Taxes or a right to a refund of Taxes, participating in or conducting
        any
        audit or other proceeding in respect of Taxes. Such cooperation and information
        shall include providing copies of relevant Tax Returns or portions thereof,
        together with accompanying schedules, related work papers and documents relating
        to rulings or other determinations by Taxing Authorities. Sellers and Purchaser
        shall make their respective employees available on a basis mutually convenient
        to provide explanations of any documents or information provided hereunder.
        Sellers and Purchaser shall retain all Tax Returns, schedules and work papers,
        records and other documents in their possession relating to Tax matters of
        the
        Business, the Purchased Assets and the Assumed Liabilities for each taxable
        period first ending after the Closing Date and for all prior taxable periods
        until the later of (i) the expiration of the statute of limitations of the
        taxable periods to which such Tax Returns and other documents relate, without
        regard to extensions except to the extent notified by the other party in
        writing
        of such extensions for the respective Tax periods, or (ii) six years following
        the due date (without extension) for such Tax Returns. Any information obtained
        under this Section 6.9(b) shall be kept confidential except as may be otherwise
        necessary in connection with the filing of Tax Returns or claims for refund
        or
        in conducting an audit or other proceeding.

      


      
        
          
          

        

        
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          Section
        6.10
Corporate
        Names and Trademarks. Except
        as
        expressly set forth in the Trademark License Agreement, notwithstanding any
        inference or prior course of conduct to the contrary, and except as provided
        in
        the immediately following sentence, in no event shall Purchaser, any subsidiary
        or other Affiliate of Purchaser or any other Person, acquire or have any
        right
        to use or any other right, title or interest in or to any of the Goodyear
        Names
        and Marks, all rights to which, and the goodwill represented thereby, shall
        be
        retained by Sellers. Notwithstanding the foregoing, in the event the Closing
        occurs in accordance herewith, Goodyear shall execute, deliver and perform
        in
        accordance with the Trademark License Agreement. As to each mold included
        in the
        Purchased Assets and bearing any of the Goodyear Names and Marks, on the
        earlier
        of (i) the date immediately prior to which such mold (or, as applicable,
        any
        interest therein) is used, transferred, sold, encumbered or otherwise disposed
        of by Purchaser following the Closing and (ii) 12 months after the Closing
        Date,
        Purchaser shall permanently remove or replate all portions of such mold bearing
        any of the Goodyear Names and Marks, including, without limitation, the name
        “Kelly,” and the word “Powermark” other than any of the Licensed Marks.


       

          Section
        6.11
Transfer
        of Permits. Sellers
        will cooperate to transfer or help Purchaser obtain any Permits, including,
        without limitation, Environmental Permits, held by Sellers and necessary
        for the
        use of the Purchased Assets in connection with operation of the Business
        by
        Purchaser following the Closing Date. Sellers or Purchaser, as appropriate,
        shall notify the appropriate Governmental Authorities in writing that Purchaser
        has entered into an agreement with Sellers to purchase the Purchased Assets
        and
        Sellers or Purchaser, as appropriate, will request that all such Permits,
        including, without limitation, any operational Environmental Permits relating
        to
        the Purchased Assets, be transferred to or issued, as the case may be, in
        the
        name of Purchaser with substantially the same terms and conditions as such
        Permits following the Closing Date.

       

          Section
        6.12
Restrictive
        Covenants.
        (a) In
        partial consideration of the payment of the Purchase Price, as set forth
        in
        Section 2.3, Sellers and Purchaser agree as follows:

      


      
        
          
          

        

        
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      (i) Except
        as
        contemplated or permitted under this Agreement or any of the Ancillary
        Agreements, for a period of seven (7) years after (and subject to the occurrence
        of) the Closing (the “Restricted Period”), Sellers
        and their respective Affiliates shall not engage, directly or indirectly,
        in any
        business in Canada, the United States or Mexico (“Purchaser’s Territory”) that
        designs, engineers, manufactures, distributes, sells, markets and/or services
        any Farm Tires, or any tires substantially similar to Farm Tires (collectively,
        “Competing Products”), or, without the prior written consent of the Purchaser,
        directly or indirectly, own an interest in, manage, license, operate, join,
        control, lend money or render financial or other assistance to or participate
        in
        or be connected with, as a partner, stockholder, consultant or otherwise,
        any
        Person that designs, engineers, manufactures, sells, markets and/or services
        Competing Products in Purchaser’s Territory; provided, however, that Sellers and
        their respective Affiliates may engage in such design and engineering activities
        in Purchaser’s Territory necessary to support the production of Competing
        Products manufactured outside Purchaser’s Territory, and provided
        further that,
        (A)
        for the purposes of this Section 6.12(a), ownership of securities having
        no more
        than two percent of the outstanding voting power of any competitor which
        are
        listed on any national securities exchange or traded actively in the national
        over-the-counter market shall not be deemed to be in violation of this Section
        6.12(a) so long as the Person owning such securities has no other connection
        or
        relationship with such competitor and (B) nothing herein or in any of the
        Ancillary Agreements shall be deemed to or shall prohibit Sellers or any
        of
        their respective Affiliates from (w) effecting any purchase or sale contemplated
        by Section 6.15 hereof (or any related service), (x) purchasing, selling
        or
        servicing Competing Products to or for end users (other than original equipment
        manufacturers) in Purchaser’s Territory, provided, in respect of purchases and
        sales, of any Licensed Products that those Licensed Products were either
        purchased from Purchaser or constituted finished goods transferred to, located
        at, or owned by Sellers and/or their Affiliates retail outlets as of the
        Closing
        Date, (y) selling tires mounted on original equipment vehicles in any location
        other than Purchaser’s Territory, even with the understanding that such tires
        will be shipped to Purchaser’s Territory or (z) taking any of the foregoing
        actions in respect of (including, without limitation, owning or acquiring
        an
        interest in, lending money to and rendering financial or other assistance
        to)
        dealers, distributors and other Persons that sell or service Competing Products
        to or for dealers or end users, other than original equipment
        manufacturers.

      


      (ii) As
        a
        separate and independent covenant, Sellers agree with the Purchaser that,
        for a
        period of two (2) years following the Closing, Sellers and their respective
        Affiliates will not, except as required or permitted under the Employee Leasing
        Contract or the Consulting Agreement dated as of September 2, 2004, by and
        between Goodyear and Ernest Rodia, in any way, directly or indirectly, (A)
        solicit or attempt to solicit for employment any employees of Purchaser with
        whom Sellers came in contact during the negotiation, drafting or performance
        hereof other than pursuant to one or more general advertisements not targeted
        at
employees
        of Purchaser, (B) initiate or maintain contact, or attempt to initiate or
        maintain contact with any officer-level employee of Purchaser regarding
        employment or (C) induce or attempt to induce any of them to violate the
        terms
        of their contracts, or any employment arrangements, with Purchaser; provided,
        however, that nothing herein shall prohibit any Seller or any of Sellers’
respective Affiliates from soliciting or hiring any employee of Purchaser
        after
        the shorter of six (6) months from the date such employee’s employment with
        Purchaser terminates for reasons not associated with a prohibited solicitation
        or contact or eighteen (18) months from the date hereof.

      


      
        
          
          

        

        
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      (iii) The
        Restricted Period shall be extended by the length of any period during which
        any
        one of the Sellers or any one of their Affiliates is in breach of the terms
        of
        this Section 6.12(a).

      


      (iv) Sellers
        acknowledge that the covenants of Sellers set forth in this Section 6.12(a)
        are
        an essential element of this Agreement and that, but for the agreement of
        the
        Sellers to comply with these covenants, Purchaser would not have entered
        into
        this Agreement. Sellers acknowledge that this Section 6.12(a) constitutes
        an
        independent covenant and shall not be affected by performance or nonperformance
        of any other provision of this Agreement by Purchaser. Sellers have
        independently consulted with their counsel and after such consultation agree
        that the covenants set forth in this Section 6.12(a) are reasonable and
        proper.

      


      (v) The
        non-compete provisions of Section 6.12(a) shall terminate if (i) Purchaser
        commences a voluntary Chapter 7 petition in bankruptcy or has such a petition
        filed against it, unless Purchaser contests such petition and obtains its
        dismissal or conversion to Chapter 11, or (ii) Purchaser is the subject of
        a
        Chapter 11 case and said case is converted to Chapter 7, or (iii) Purchaser
        discontinues all or substantially all of its tire business. If Purchaser
        sells
        all or substantially all of its tire business then the prohibition against
        licensing shall terminate unless the purchaser is a Goodyear approved assignee
        of the Trademark License Agreement.

      


      (b) In
        partial consideration of the transfer of the Purchased Assets, Sellers and
        Purchaser agree as follows:

      


      (i) Except
        as
        contemplated or permitted under this Agreement or any of the Ancillary
        Agreements, during the Restricted Period, Purchaser
        and its Affiliates shall not engage, directly or indirectly, in any business
        anywhere other than in Purchaser’s Territory, that designs, engineers,
        manufactures, sells, markets and/or services tires that from time to time
        constitute Licensed Products, or, without the prior written consent of the
        Sellers, directly or indirectly, own an interest in, manage, operate, join,
        control, lend money or render financial or other assistance to or participate
        in
        or be connected with, as a partner, stockholder, consultant or otherwise,
        any
        Person that designs, engineers, manufactures, distributes,
        sells, markets and/or services tires that from time to time constitute Licensed
        Products other than in Purchaser’s Territory;
        provided, however, that
        (i) for
        the purposes of this Section 6.12(b), ownership of securities having no more
        than two percent of the outstanding voting power of any competitor which
        are
        listed on any national securities exchange or traded actively in the national
        over-the-counter market shall not be deemed to be in violation of this Section
        6.12(b) so long as the Person owning such securities has no other connection
        or
        relationship with such competitor and (ii) nothing herein or in the Ancillary
        Agreements shall be deemed to or prohibit Purchaser or any of its Affiliates
        from selling or servicing Competing Products which are not Licensed Products
        to
        or for end users outside of Purchaser’s Territory.

      


      
        
          
          

        

        
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      (ii) As
        a
        separate and independent covenant, Purchaser agrees with Sellers that, for
        a
        period of two (2) years following the Closing, Purchaser and its Affiliates
        will
        not, except as required or permitted under the Employee Leasing Contract,
        or
        Section 7.1 hereof, in any way, directly or indirectly (i) solicit or attempt
        to
        solicit for employment any employees of any Seller with whom it came in contact
        during the negotiation, drafting or performance hereof other than pursuant
        to
        one or more general advertisements not targeted at employees of any Seller,
        (ii)
        initiate or maintain contact, or attempt to initiate or maintain contact
        with
        any officer-level employee of any Seller regarding employment or (iii) induce
        or
        attempt to induce any of them to violate the terms of their contracts, or
        any
        employment arrangements, with any Seller; provided, however, that nothing
        herein
        shall prohibit Purchaser or any of its Affiliates from soliciting or hiring
        any
        employee of any Seller after the shorter of six (6) months from the date
        such
        employee’s employment with such Seller terminates for reasons not associated
        with a prohibited solicitation or contact or eighteen (18) months from the
        date
        hereof; provided, however, that Purchaser shall have the right to hire Ernest
        Rodia.

      


      (iii) The
        Restricted Period, as to Purchaser or any of its Affiliates, shall be extended
        by the length of any period during which Purchaser or its Affiliates are
        in
        breach of the terms of this Section 6.12(b).

      


      (iv) Purchaser
        acknowledges that the covenants of Purchaser and its Affiliates set forth
        in
        this Section 6.12(b) are an essential element of this Agreement and that,
        but
        for the agreement of Purchaser to comply with these covenants, Sellers would
        not
        have entered into this Agreement. Purchaser acknowledges that this Section
        6.12(b) constitutes an independent covenant and shall not be affected by
        performance or nonperformance of any other provision of this Agreement by
        any
        Seller. Purchaser has independently consulted with its counsel and after
        such
        consultation agrees that the covenants set forth in this Section 6.12(b)
        are
        reasonable and proper.

      


      
        
          
          

        

        
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      (c) Sellers
        and Purchaser agree that the remedy at law for any breach by Sellers or
        Purchaser, as the case may be, of this Section 6.12 will be inadequate and,
        notwithstanding any other provision herein, that Purchaser or any Seller,
        as the
        case may be, shall be entitled to injunctive relief. The parties intend that
        the
        unenforceability or invalidity of any term or provision of this Section 6.12
        shall not render any other term or provision contained herein unenforceable
        or
        invalid. If the activities described in this Section 6.12 should be deemed
        by a
        court of competent jurisdiction to be too extensive, then the parties intend
        that this Section 6.12 be construed to cover the maximum scope of business
        activities, period of time and geographic area as may be permissible under
        applicable Law.

      


      Section
        6.13 Real
        Estate.

      (a) Purchaser
        understands and agrees that Goodyear will not extend the Lamm Road Lease
        beyond
        its current termination date and that if Purchaser desires to continue in
        occupation of the Leased Real Property thereafter, Purchaser will need to
        acquire rights directly from the underlying owner of such property. Between
        the
        date hereof and the Closing, Goodyear will use reasonable efforts to obtain
        the
        execution, by the lessor of the Leased Real Property, of an estoppel certificate
        in substantially the form attached as Exhibit Q hereto (the “Estoppel
        Certificate”).

       

      (b) Goodyear
        has previously provided or made available to Purchaser a copy of the Title
        Commitment (the “Title Commitment”), dated December 6, 2004, in respect of the
        Owned Real Property prepared by Commonwealth Land Title Insurance Company
        (the
“Title Company”), together with legible copies of all underlying documents
        included in the Title Commitment for any exceptions to title referred to
        in the
        Title Commitment. Sellers will use reasonable efforts to (i) cure each of
        the
        exceptions to title as to the Owned Real Property appearing in the Title
        Commitment and listed on Schedule 6.13(b) hereto (such exceptions, collectively,
        the “Title Objections”) and (ii) cause the Title Company to remove from the
        Title Commitment all exceptions to title with respect to the Owned Real Property
        that constitute Title Objections, other than, in each case, any Title Objections
        that the Title Company agrees to insure over (collectively, the “Insured
        Exceptions”); provided, however, that in no event will Sellers be required to
        incur or pay any fees, expenses or liabilities, in an aggregate amount, as
        to
        all Sellers, in excess of $10,000, or to agree to any material amendment
        of, or
        commitment in, any document, instrument or agreement to which any Seller
        is, or
        is or would be proposed to be, a party, in connection with such efforts.
        In the
        event that the Closing occurs hereunder, Sellers shall thereafter, within
        thirty
        (30) days after their receipt of a written request therefor from Purchaser,
        together with supporting information in reasonable detail, pay to Purchaser
        an
        amount equal to 100% of the premium billed to Purchaser for a single policy
        of
        title insurance with respect to the Owned Real Property issued by the Title
        Company and based upon the Title Commitment (in the form most recently issued
        by
        the Title Company as of the Closing), provided that Purchaser has ordered
        such
        policy on or before 30 Days after the Closing Date.

      


      
        
          
          

        

        
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      (c)
         Sellers
        have retained Gastel & Associates, a licensed surveyor in the State of
        Illinois acceptable to Purchaser, to complete a survey of the Owned Real
        Property (the “Survey”), which Survey shall, when issued, (i) be provided to the
        Title Company for review and be sufficient for the Title Company to remove
        the
        exception to title listed in Schedule B, Section II(a) of the Title Commitment,
        as such exception currently appears in the Title Commitment (expressly
        excluding, however, any additional exceptions, if any, included by the Title
        Company in any reissuance of the Title Commitment following its review of
        the
        Survey), (ii) show the location of all easements, building lines and areas
        affected by the underlying documents included in the Title Commitment and
        (iii)
        certify that such Survey was completed in accordance with “Minimum Standard
        Detail Requirements for ALTA/ASCM Land Title Surveys” jointly issued by ALTA and
        ASCM in 1992, and includes Items 1,2,3,4,6,7(a), 7(b)(1), 7(c), 8, 9, 10,
        11(a)
        and 13 of Table A thereof. Sellers shall use reasonable efforts to cause
        the
        Survey to be completed as promptly as practicable. Sellers and Purchaser
        shall
        each bear 50% of all fees and expenses paid or incurred by Sellers (or any
        of
        them) in connection with the Survey. Purchaser shall remit such expenses
        to the
        relevant Seller or Sellers from time to time within 10 Business Days of its
        receipt of any written request therefor, together with supporting information
        in
        reasonable detail, from Sellers (or any of them). 

      


      (d) Pursuant
        to Section 4.18 hereof and Schedule 4.18, Purchaser has been advised that
        certain portions of the Owned Real Property are constructed with materials
        containing asbestos and that underground storage tanks and a firing range
        have
        heretofore been located at the Owned Real Property. Purchaser has also been
        advised that certain electric transformers and capacitors containing
        polychlorinated biphenyl fluids (“PCBs”) are affixed to the Owned Real Property
        or the manufacturing equipment in the Owned Real Property and are related
        to the
        lighting and other electric functions. Purchaser has heretofore been provided
        with a true and correct copy of the Phase I Environmental Assessment, dated
        September, 2004, prepared by Fehr-Graham & Associates in respect of the
        Owned Real Property.

      


      (e) Purchaser
        confirms that, except as expressly set forth herein, neither Kelly, nor any
        other Seller, nor any Person purporting to act for Kelly or any other Seller,
        has made or now makes any representations as to the physical condition of
        the
        Owned Real Property. Accordingly, except as otherwise set forth in this
        Agreement, including without limitation Article VIII, Purchaser acknowledges
        and
        agrees that it is purchasing the Owned Real Property in its “As Is” “Where Is”
condition, with all faults accepted.

      


      (f) The
        liability for Illinois real property taxes (other than transfer taxes) relating
        to the Owned Real Property and the Leased Real Property shall be pro-rated
        between Purchaser and Kelly or Goodyear, as applicable, based upon the number
        of
        days that each entity owns the Owned Real Property or is the lessee in respect
        of the Leased Real Property, as applicable, during the calendar year in which
        the Closing takes place. The parties acknowledge and agree that (i) Illinois
        real property Taxes are paid in arrears, (ii) Illinois real property taxes
        for
        2004 are payable in equal installments in July and September, 2005 and (iii)
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      equal
        installments in July and September, 2006. Kelly and Goodyear shall bear and
        pay
        all such real property taxes for calendar year 2004 as and when the same
        become
        due and payable. Subject to Clause (b) of Section 6.7 hereof, Purchaser shall
        pay all such real property taxes for calendar year 2005 when and as the same
        become due and payable; provided, that the liability of Kelly and Goodyear,
        on
        the one hand, and Purchaser, on the other, for 2005 real property taxes shall
        be
        prorated as provided above.

      


      Section
        6.14 Unaudited
        Financial Statements.
        

          (a) As
        soon
        as reasonably practicable following the Closing Date, Sellers shall deliver
        to
        Purchaser (i) unaudited balance sheets of the Business as of the end of the
        years ended December 31, 2002, 2003 and 2004, and (ii) unaudited statements
        of
        operations and cash flows for the Business for the years ended December 31,
        2002, 2003 and 2004 (collectively, the “Unaudited Financial Statements”).


      


      (b)
         The
        Unaudited Financial Statements will (i) be prepared in accordance with GAAP,
        consistently applied, (ii) be prepared by Sellers with the assistance of
        Deloitte & Touche LLP or such other independent public accounting firm as
        shall be reasonably acceptable to Purchaser (the “Accounting Firm”) and (iii)
        present fairly, in all material respects, the financial condition of the
        Business at the dates thereof and the results of operations of the Business
        for
        the periods then ended, in each case in accordance with GAAP. 

      


      (c)
         Purchaser
        will provide Sellers with such assistance as may reasonably be requested
        by
        Sellers (or any of them) in connection with the preparation of the Unaudited
        Financial Statements, including, without limitation, access at all reasonable
        times to the personnel, properties, books and records of the Business. Purchaser
        will reimburse Sellers for up to fifty percent (50%) of all cost and expense
        incurred by Sellers (or any of them) in connection with the preparation of
        the
        Unaudited Financial Statements, including, without limitation, all cost and
        expense of the Accounting Firm; provided, however, that in no event shall
        Purchaser’s reimbursement obligation hereunder exceed one hundred thousand
        dollars ($100,000). Purchaser will provide such reimbursement from time to
        time
        within thirty (30) days of receipt of any invoice from Sellers (or any of
        them).

      


      (d) Sellers
        will provide Purchaser with such assistance as may reasonably be requested
        by
        Purchaser in connection with the first audit of the Unaudited Financial
        Statements conducted by or on behalf of Purchaser, including, without
        limitation, access at all reasonable times to the personnel, properties,
        books
        and records of or related to the Business and in the employ or possession,
        as
        applicable, of Sellers (or any of them).

      


      Section
        6.15 Certain
        Government Contracts.
        Purchaser acknowledges and agrees that (i) Goodyear is a party to the contracts
        relating to the sale and distribution of Farm Tires to state and local
        governments listed on Schedule 6.15 hereto, (ii) Goodyear effects distribution
        of Farm Tires under
        such contracts through deliveries by dealers and distributors of Goodyear,
        or
        Goodyear’s own or affiliated retail locations, (iii) such agreements are
        Excluded Assets hereunder and (iv) Goodyear must assure an adequate supply
        of
        Farm Tires to such dealers, distributors and locations following the Closing
        in
        order to perform in accordance with such contracts. Accordingly, Purchaser
        agrees, from time to time following the Closing, to provide an adequate supply
        of Farm Tires to such dealers, distributors and locations to enable such
        dealers, distributors and locations to meet the obligations of Goodyear under
        such contracts, at the prices from time to time established by Purchaser
        with
        notice to such dealers, distributors and locations, and that, notwithstanding
        anything in the Supply Agreement to the contrary (including, without limitation,
        any volume limitations set forth therein) Goodyear may purchase such Farm
        Tires
        under the Supply Agreement.

       

      


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      Section
        6.16 Transfer
        of Inventories.
        Between
        the date hereof and the Closing Date, Goodyear Canada shall use reasonable
        efforts to sell all or substantially all of the Inventories described in
        Section
        2.1(c)(i) hereof to Fountain Tire Ltd. and/or Coast Tire & Auto Service Ltd.
        (such sale, the “Canadian Inventory Transfer”). Notwithstanding anything to the
        contrary set forth herein, (i) in no event shall Goodyear Canada be required
        to
        sell such Inventories other than in the Ordinary Course of Business, (ii)
        the
        Canadian Inventory Transfer shall constitute a permitted transaction for
        purposes of Section 6.2 hereof and (iii) in the event the Canadian Inventory
        Transfer is consummated prior to the Closing, (A) the Accounts Receivable
        of
        Goodyear Canada arising exclusively therefrom and relating directly thereto
        shall constitute a Purchased Asset and shall be transferred in accordance
        with
        Section 2.1(c) hereof, except in respect of an amount equal to the amount
        of any
        and all Taxes, duties or expenses incurred or paid by, or due from, Goodyear
        Canada in respect of the Canadian Inventory Transfer (which amount shall
        constitute an Excluded Asset) and (B) all liabilities and obligations of
        Goodyear Canada (whether accrued or arising prior to, on or after the Closing)
        relating to the Canadian Inventory Transfer (except in respect of amounts
        that
        constitute Excluded Assets under the foregoing clause (A)) shall constitute
        Assumed Liabilities of, and shall be paid, performed and discharged when
        due by,
        Purchaser. Purchaser and Goodyear Mexico shall arrange for the Inventories
        sold
        by Goodyear Mexico hereunder and not transferred to any customer of Titan
        during
        the Bailment Period (as defined in the Bailment Agreement) with respect of
        such
        Inventories to be shipped to Purchaser at Purchaser’s expense on or promptly
        following the Closing Date, FOB border at Brownsville, Texas.

       

      ARTICLE
        VII 

       

      
        EMPLOYMENT
          MATTERS

        Section
          7.1 Employment

            (a) Except
          with respect to Jeff Vasichek and those salaried Employees listed on Schedule
          7.1(c) hereto (the “Leased Salaried Employees”) salaried Employees shall have
          the opportunity to apply for employment with Purchaser prior to the Closing
          including Employees not presently working and off work on leave. All of
          Purchaser’s standard employment application procedures, including a medical exam
          and drug test, will be applicable. With respect to any such Employee who
          applies
          for employment, Sellers agree to provide Purchaser access to such Employee
          for
          such purpose. Purchaser agrees employment will be “at will” to salaried
          Employees (other than the Leased Salaried Employees and Jeff Vasichek)
          who meet
          Purchaser’s employment standards. With respect to the Employees who are offered
          and who accept Purchaser’s offer of employment at will (the “Purchaser New
          Hires”), Sellers will terminate their employment effective as of the Closing
          or,
          if applicable, the date an Employee returns from leave and begins work
          for
          Purchaser. Purchaser does not contemplate reducing the salary of Purchaser
          New
          Hires below the salary as set forth on Schedule 4.10. Purchaser New Hires
          will
          participate in employee benefit plans substantially similar to those maintained
          by Purchaser for its present salaried employees. Years of service with
          Goodyear
          will be counted only under Purchaser’s vacation benefit plan for all Purchaser
          New Hires. Purchaser shall prepare and timely deliver to Sellers the following
          information: (i) the names of all Employees to whom offers of employment
          have
          been made, (ii) the location of employment, (iii) the job title, and (iv)
          whether such offer of employment was accepted or rejected. Purchaser represents
          that it has no benefit plans that provide benefits based on seniority or
          length
          or service other than Purchaser’s vacation benefit plan and medical
          plan.

         

        (b) (i)
          Goodyear shall, except in respect of the obligations and liabilities described
          in clause (ii) of this sentence, be responsible for and shall assume all
          liabilities and obligations for any severance or layoff benefits for any
          Employee that is triggered as a result of the transactions contemplated
          by this
          Agreement, and (ii) Purchaser shall be responsible for and shall assume
          all
          liabilities and obligations for any layoff benefits triggered for any
          Purchaser’s New Hires which Purchaser terminates after the Closing.

         

        (c) The
          Leased Salaried Employees listed on Schedule 7.1(c) are designated by
          Sellers as employees who shall, subject to the Employee Leasing Contract,
          remain
          in the employ of Goodyear immediately following the Closing. 

         

        (d) Purchaser’s
          only obligations with respect to hourly Employees will be as set forth
          in
          Purchaser’s collective bargaining agreement with Local Union No. 745L, United
          Steelworkers of America, AFL-CIO/CLC (the “Local Union”) covering the hourly
          Employees. 


        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

         

        
          (e) Sellers
            represent that (i) as of February 17, 2005, the total number of Employees
            at the
            Freeport Facility was 832 and (ii) no such Employees were terminated
            by Sellers
            in the ninety (90) day period prior to the date hereof. Purchaser agrees
            that it
            will offer employment to at least 682 such Employees at Closing. Purchaser
            agrees to pay, and be responsible for, and to indemnify and hold the
            Sellers
            harmless from, any liability under the Illinois WARN Act and/or the Federal
            WARN
            Act if Purchaser fails to comply with the foregoing obligation or otherwise
            causes any Seller to be subject to any liability thereunder as a result
            of the
            actions of Purchaser on or after the Closing Date.

        

         

        (f) Purchaser
          shall be solely responsible for all liability, costs and expenses (including
          reasonable attorneys’ fees) for all employment claims filed by any Purchaser New
          Hires with respect to events or circumstances occurring after the Closing
          relating to arbitrations, unfair labor practice charges, employment
          discrimination charges, wrongful termination claims, workers’ compensation
          claims, any employment-related tort claim or other similar claims or charges
          of
          or by any Purchaser New Hires. Goodyear shall be solely responsible for
          all
          liability, costs and expenses (including reasonable attorneys’ fees) for all
          employment claims relating to arbitrations, unfair labor practice charges,
          employment discrimination charges, wrongful termination claims, workers’
compensation claims, any employment-related tort claim or other similar
          claims
          or charges filed by any Purchaser New Hires with respect to and to the
          extent of
          events or circumstances occurring before the Closing. Purchaser shall be
          solely
          responsible for all liability, costs and expenses (including reasonable
          attorneys’ fees) for all employment claims arising from or relating to
          Purchaser’s hiring practices and hiring decisions of salaried Employees under
          Section 7.1.

         

        (g) Goodyear
          shall be solely responsible for (i) the payment of all salaries and wages
          due to
          the Employees prior to the Closing, (ii) claims made or incurred by any
          Employee
          under the Employee Benefit Plans prior to the Closing and (iii) compliance
          with
          the requirements of COBRA (as hereinafter defined), including, without
          limitation, the provision of continuation coverage, with respect to all
          Employees, other than any Purchaser New Hires, and their qualified beneficiaries
          for whom a qualifying event occurs before the Closing Date. For purposes
          of this
          Section 7.1, “COBRA” means Section 4980B of the Internal Revenue Code of 1986,
          as amended, and part 6 of subtitle B of Title I of the Employment Retirement
          Income Security Act of 1974, 29 U.S.C. § 1001 et
          seq.,
          and
“qualified beneficiary” and “qualifying event” shall have the meanings given
          such terms in COBRA. Purchaser shall be solely responsible for the payment
          or
          provision of all salaries, wages, benefits and other incidents of employment
          due
          to any of the Purchaser New Hires and, if applicable, for any of their
          respective dependents following the Closing or, if later, the effective
          date of
          hire.

         

            Section
          7.2
Employee
          Retirement Benefits.
          All
          Employees who are participants in the retirement plans comprised by the
          Employee
          Benefit Plans shall retain their accrued benefits thereunder and Goodyear
          (or
          such plans) shall retain sole responsibility for the payment of such benefits
          as
          and when such Employees become eligible to receive such benefits thereunder.
          

        


        Section
          7.3 Scope
          of this Article.
          No
          provision of this Article VII is intended to or shall inure to the benefit
          of,
          be enforceable by or create any rights or remedies in favor of, any Employee
          or
          any dependent or beneficiary thereof, including, without limitation, in
          respect
          of employment, compensation or benefits with, provided by, or under any
          plan,
          policy, practice or arrangement of or sponsored by, Purchaser or any
          Seller.

      

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

      


      
      

      ARTICLE
        VIII

      


      ENVIRONMENTAL
        MATTERS 

       

      Section
        8.1 Environmental
        Matters.

      


      (a)  Preparation
        of Phase II Report.
        Sellers
        and Purchaser shall cause to be prepared a Phase II Environmental Assessment
        in
        respect of the Freeport Facility (the “Phase II Report”). The Phase II Report
        shall be prepared by an expert selected by Purchaser from three (3) firms
        previously identified by Sellers. The cost of the Phase II Report shall be
        paid
        one-half by Purchaser and one-half by Sellers. The Phase II Report shall
        be
        completed by October 15, 2005 (the “Phase II Report Due Date”).

      


      (b)  Classification
        of Remedial Problems.
        All
        Hazardous Substances and other remedial problems related to the Freeport
        Facility shall be classified as follows:

      


      (i)  “Type
        I
        Remedial Problems”, defined as any condition or circumstance that (A) requires
        immediate removal, replacement or remediation or (B) does not require immediate
        removal, replacement or remediation and does not constitute a Type II Remedial
        Problem;

      


      (ii)  “Type
        II
        Remedial Problems”, defined as any condition or circumstance, that does not
        require immediate removal, replacement or remediation and that: 

      


      
        	(A)  	
                include
                  all PCBs, asbestos, and asbestos-containing materials identified
                  in
                  reasonable detail in the Phase I Environmental Study described
                  in Section
                  6.13(d) hereof (the “Initial
                  Study”);

              


      

      


      
        	(B)  	
                is
                  identified in the Phase II report and would not reasonably be expected
                  to
                  result in remediation costs in excess of $250,000; or
                  

              


      

      


      
        	(C)  	
                is
                  identified in the Phase II report and would reasonably be expected
                  to
                  result in remediation costs in excess of $250,000, and the parties
                  agree
                  that such condition or circumstance should constitute a Type II
                  Remedial
                  Problem hereunder; and 

              


      

      


      (iii) “Remedial
        Problems” defined as, collectively, Type I Remedial Problems and Type II
        Remedial Problems.

      


      Within
        sixty (60) days after the Phase II Report Due Date (the “Settlement Date”),
        Purchaser and Sellers shall, acting reasonably and in good faith, (y) identify
        any and all facts and circumstances that constitute Remedial Problems other
        than
        Type II Remedial Problems under Clause (ii)(C) of this Section
        8.1(b) and (z) mutually agree on and identify all facts and circumstances
        that
        constitute Type II Remedial Problems under Clause (ii)(C) of this Section
        8.1(b).

      


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

      


      
      

      


      (c)  Remediation
        Action and Responsibility for Type I Remedial Problems.
        As to
        items identified as Type I Remedial Problems, by the Settlement Date, Purchaser
        and Sellers shall, acting reasonably and in good faith, agree on a plan,
        including the commencement date, to remove, replace or remediate such Type
        I
        Remedial Problems. Seller shall have responsibility for one hundred percent
        (100%) of the direct costs, including Purchaser’s support facilities (e.g.,
        utilities and manpower) at Purchaser’s actual costs, associated with remediation
        of Type I Remedial Problems.

      


      (d)  Remediation
        Action and Responsibility for Type II Remedial Problems.
        As to
        Type II Remedial Problems, removal, replacement or remediation will occur
        as
        needed or required, but not immediately, and will follow the procedures set
        out
        in this Section 8.1(d).

      


      (i) During
        the thirty (30) day period following the Settlement Date, Sellers and Purchaser
        shall analyze the Phase II Report with respect to the Type II Remedial Problems
        identified therein, and shall otherwise analyze the nature of the Type II
        Remedial Problems theretofore identified. Not later than the date thirty
        (30)
        days after the Settlement Date, the parties shall, acting reasonably and
        in good
        faith, agree on a cap, reasonable under the circumstances, for all Type II
        Remedial Problems that Sellers are responsible for hereunder. 

      


      (ii) Unless
        the parties agree otherwise, Sellers will perform or direct performance of
        all
        Remedial Action with respect to Type II Remedial Problems beginning in the
        three
        (3) year period commencing with the Settlement Date. Thereafter, Purchaser
        will
        perform or direct performance of all Remedial Action in respect of such Type
        II
        Remedial Problems. Responsibility for costs for Type II Remedial Problems
        will
        be as set forth in Section 8.1(d)(iii).

      


      (iii) Subject
        to the cap set forth in Section 8.1(d)(i), (A) for the first two years after
        the
        Settlement Date, Sellers shall have responsibility for one hundred percent
        (100%) of the direct costs, including Purchaser’s support facilities (e.g.,
        utilities and manpower) at Purchaser’s actual costs, associated with remediation
        of Type II Remedial Problems and (B) for the period commencing on the second
        anniversary of the Settlement Date and ending on the sixth anniversary of
        the
        Settlement Date, Sellers’ responsibility for the direct costs, including
        Purchaser’s support facilities (e.g., utilities and manpower) at Purchaser’s
        actual costs, associated with remediation of Type II Remedial Problems shall
        be
        reduced by twenty-five (25%) annually, i.e., Seller’s share of eligible
        remediation costs for Type II Remedial Problems after the Settlement Date
        shall
        be as set forth below:

      


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

      


      


      
        	 	 	
                Sellers
                  Share

              	
                Purchaser
                  Share

              
	 	 	
                of
                  Responsibility

              	
                of
                  Responsibility

              
	
                (A)

              	
                Years
                  1 and 2 after the 

              	 	 
	 	
                Settlement
                  Date

              	
                100%

              	
                0%

              
	
                (B)

              	
                Year
                  3

              	
                75%

              	
                25%

              
	
                (C)

              	
                Year
                  4

              	
                50%

              	
                50%

              
	
                (D)

              	
                Year
                  5

              	
                25%

              	
                75%

              
	
                (E)

              	
                Year
                  6 and after

              	
                0%

              	
                100%

              


      

      


      The
        respective share of responsibility of Sellers or Purchaser shall be determined
        as of the date that remedial work is first commenced, i.e., if remedial work
        is
        commenced in Year 3, Sellers will pay 75% and Purchaser 25% of all such costs
        even though some of the work is not completed until Year 4. The party that
        initially performs or directs the performance of Remedial Action in respect
        of a
        Type II Remedial Problem shall continue to direct such Remedial Action until
        the
        completion of the remediation of the Remedial Problem.

      


      Section
        8.2 Other
        Environmental Matters.
        Notwithstanding anything to the contrary set forth herein, and except as
        set
        forth in Section 8.1 hereof, Sellers shall have the sole responsibility and
        obligation for the direct costs, including Purchaser’s support facilities (e.g.,
        utilities and manpower) for all Remedial Action required for any violation
        of
        any Environmental Law existing on, at, or in respect of the Owned Real Property
        prior to the Closing Date.

      


       

      ARTICLE
        IX

      


      CONDITIONS
        TO CLOSING

      


      Section
        9.1 Conditions
        to Obligations of all Parties. The
        obligations of all parties hereto to consummate the transactions contemplated
        by
        this Agreement shall be subject to the fulfillment, at or prior to the Closing,
        of each of the following conditions:

      


      (a)  No
        Legal Prohibition.
        No Law
        shall be enacted, promulgated, issued or enforced by any Governmental Authority
        that would prohibit the consummation by either party of the transactions
        contemplated by this Agreement and the Ancillary Agreements.

      


      (b)  Approvals
        Under Competition Laws.
        All
        notices and filings to or with any Governmental Authority required under
        the HSR
        Act and any and all similar competition Laws of any jurisdiction applicable
        to
        the purchase of the Purchased Assets contemplated by this Agreement shall
        have
        been made, any and all waiting periods (and any extensions thereof) under
        the
        HSR Act and all such Laws shall have expired or shall have been terminated,
        and
        all consents and Permits, if any, required thereunder shall have been issued
        by
        the relevant Governmental Authorities.

      


      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

      


      


      (c)  No
        Injunction.
        No
        preliminary or permanent injunction or other order or decree by any Governmental
        Authority that prevents the consummation of the transactions contemplated
        by
        this Agreement and the Ancillary Agreements shall have been issued and remain
        in
        effect.

      


      (d) Lien
        Discharges.
        Such
        UCC-3 lien termination statements and other instruments, (A) to be executed
        by
        JP Morgan Chase Bank and Wilmington Trust Company in their respective capacities
        as Collateral Agents under the Collateral Agreements, as are necessary to
        release and discharge all Liens subject to discharge by the Collateral Agents
        thereunder with respect to the Purchased Assets and (B) to be executed by
        the
        Persons described in, and as are necessary to release and discharge all Liens
        subject to discharge by such Persons described in, Schedule 9.1(d) hereto
        with
        respect to the Purchased Assets.

       

      Section
        9.2 Conditions
        to Obligations of Sellers.
        The
        obligations of each Seller to consummate the transactions contemplated by
        this
        Agreement shall be subject to the fulfillment, at or prior to the Closing,
        of
        each of the following additional conditions:

      


      (a)
         Representations,
        Warranties and Covenants.
        The
        representations and warranties of Purchaser contained in this Agreement shall
        be
        true and correct in all material respects as of the Closing, with the same
        force
        and effect as if made as of the Closing Date, other than such representations
        and warranties as are made as of another date, the covenants and agreements
        contained in this Agreement to be complied with by Purchaser on or before
        the
        Closing shall have been complied with in all material respects, and Sellers
        shall have received a certificate from Purchaser to such effect signed by
        a duly
        authorized officer thereof;

      


      (b) USWA
        Agreement.
        Purchaser shall have executed an agreement with the
        Local
        Union
        in form
        and substance reasonably satisfactory to Sellers;

      


      (c) Certain
        Approvals.
        Sellers
        shall have received the consent, in form and substance satisfactory to each,
        and
        without additional liability to or the need to modify any document, instrument
        or agreement heretofore executed by any, Seller, the approval of TACOM of
        the
        Department of Defense to the manufacture of bias Hummer tires in the manner
        contemplated by the Offtake Agreement;

      


      (d) Resolutions.
        Sellers
        shall have received a true and complete copy, certified by the Secretary
        or an
        Assistant Secretary of Purchaser, of the resolutions duly and validly adopted
        by
        the Board of Directors of Purchaser evidencing its authorization of the
        execution and delivery of this Agreement and the Ancillary Agreements to
        which
        it is a party and the consummation of the transactions contemplated hereby
        and
        thereby;

      


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

      


      (e) Incumbency
        Certificate.
        Sellers
        shall have received a certificate of the Secretary or an Assistant Secretary
        of
        Purchaser certifying the names and signatures of the officers of the Purchaser
        authorized to sign this Agreement and the Ancillary Agreements to which it
        is a
        party and the other documents to be delivered hereunder and thereunder;
        and

      


      (f) Ancillary
        Agreements.
        Purchaser
        shall have executed and delivered to Sellers each of the Ancillary Agreements
        to
        which it is a party.

      


      Section
        9.3 Conditions
        to Obligations of Purchaser.
        The
        obligations of the Purchaser to consummate the transactions contemplated
        by this
        Agreement shall be subject to the fulfillment, at or prior to the Closing,
        of
        each of the following conditions:

      


      (a)
         Representations,
        Warranties and Covenants.
        The
        representations and warranties of Sellers contained in this Agreement shall
        be
        true and correct in all material respects as of the Closing with the same
        force
        and effect as if made as of the Closing, other than such representations
        and
        warranties as are made as of another date, the covenants and agreements
        contained in this Agreement to be complied with by Sellers on or before the
        Closing shall have been complied with in all material respects, and Purchaser
        shall have received a certificate of each Seller to such effect signed by
        a duly
        authorized officer thereof;

      


      (b) Resolutions
        of Sellers.
        Purchaser
        shall have received a true and complete copy, certified by the Secretary
        or an
        Assistant Secretary of each Seller (or, with respect to Goodyear Mexico,
        Persons
        exercising similar responsibilities), of the resolutions duly and validly
        adopted by the Board of Directors of such Seller evidencing its authorization
        of
        the execution and delivery of this Agreement and the Ancillary Agreements
        and
        the consummation of the transactions contemplated hereby and
        thereby;

      


      (c) Incumbency
        Certificate of Sellers.
        The
        Purchaser shall have received a certificate of the Secretary or an Assistant
        Secretary of each Seller (or, with respect to Goodyear Mexico, Persons
        exercising similar responsibilities), certifying the names and signatures
        of the
        officers of such Seller authorized to sign this Agreement and the Ancillary
        Agreements and the other documents to be delivered hereunder and
        thereunder;

      


      (d) Consents
        and Approvals.
        Purchaser
        and Sellers shall have received all material Permits and Consents of any
        Governmental Authority or third party listed on Schedule 9.3(d)
        hereto;

      


      (e) Ancillary
        Agreements.
        Each Seller
        shall have executed and delivered to the Purchaser each of the Ancillary
        Agreements to which it is a party; 

      


      (f) Due
        Diligence.
        Purchaser shall have completed its due diligence investigation of the Purchased
        Assets and shall not have discovered any fact, circumstance, transaction
        or
        event of which Purchaser
        did not have notice as of the date hereof and that constitutes a material
        breach
        of the representations and warranties of Sellers set forth herein; provided,
        however, that Purchaser shall not be entitled to rely on the condition set
        forth
        in this Section 9.3(f) at any time after the earlier of the date on which
        Purchaser completes such investigation and April 1, 2005;
        provided, however, that the foregoing limitations shall not apply to the
        extent
        that (i) Sellers have not complied with their obligations under Section 6.1
        hereof and (ii) Purchaser has provided Sellers with prior written notice
        of, and
        a reasonable opportunity to cure, such non-compliance. For purposes of the
        preceding sentence “material breach” shall mean facts, circumstances,
        transactions or events which alone or in the aggregate would, or would
        reasonably be expect to equal or exceed One Million and No/100 ($1,000,000)
        Dollars. Sellers agree to fully cooperate with Purchaser and to provide,
        in a
        timely manner, all documents and information requested in respect of Purchaser’s
        due diligence investigation of the Purchased Assets. If prior to Closing,
        Purchaser delivers written notice to Sellers claiming that Sellers have failed
        to cooperate with Purchaser, (which notice shall set forth in detail the
        claimed
        failure to cooperate), and if Sellers shall fail or refuse to cure such claim
        within five (5) Business Days of receipt of such notice, then Purchaser may
        deliver a second written notice to Sellers terminating this Agreement effective
        upon delivery of said second notice, and thereupon, Purchaser shall have
        no
        obligation or liability under this Agreement for said termination;

       

      


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      


      
      

       

      (g) Material
        Adverse Change.
        There
        shall not, at any time after the date hereof, have been any Material Adverse
        Change affecting the Purchased Assets; 

       

      (h) USWA
        Agreement.
        Purchaser shall have executed an agreement with the Local Union substantially
        on
        the terms described in Schedule 9.3(h) hereto, and otherwise in form and
        substance reasonably satisfactory to Purchaser; 

       

      (i) Title
        Commitment.
        The
        Title Company shall have received the Survey and shall have reissued the
        Title
        Commitment, dated as of the Closing Date, in an aggregate insurable amount
        equal
        to $9,300,000, deleting, in such reissued Title Commitment, all of the Title
        Objections other than the Insured Exceptions, and, except in respect of the
        Title Objections and the Insured Exceptions, reflecting no Liens.

       

      ARTICLE
        X

      


      REMEDIES

      


      Section
        10.1 Survival.
        Unless
        otherwise expressly provided herein, all of the representations and warranties
        set forth in this Agreement shall survive a period of 24 months from the
        Closing
        Date and, upon such expiration, each party shall have no further right to
        indemnification under this Article X except that in the case of representations
        and warranties contained in Section 4.18 herein, survival of the representations
        and warranties shall be limited to seven (7) years, or if longer, the term
        of
        any agreement, consent order or order entered into or binding upon Sellers
        with
respect
        to any matters which are the subject of any representations or warranties
        contained in Section 4.18 herein. Following the termination of such periods,
        neither Purchaser nor Sellers, as the case may be, shall have any other
        indemnification obligations under this Article X relating to representations
        or
        warranties.

      


      
        
          
          

        

        
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      Section
        10.2 Indemnification
        by Seller.
        Subject
        to the limitations set forth in Article VIII and in this Article X and
        unless otherwise provided herein, Sellers shall defend and hold harmless
        Purchaser and its Affiliates from and against any and all actions, suits,
        Actions, charges, complaints, claims, demands, injunctions, judgments, orders,
        decrees, rulings, damages, dues, penalties, fines, deficiencies, costs, amounts
        paid in settlement, liabilities, obligations, losses, expenses and fees,
        including court costs and reasonable attorneys’ fees and expenses (collectively,
“Damages”), and shall indemnify and hold Purchaser and its Affiliates harmless
        for, and will pay to Purchaser or such Affiliates the amount of, any Damages
        incurred or suffered, directly or indirectly, by Purchaser related to or
        as a
        result of (a) any inaccuracy or misrepresentation in any
        representation or warranty made by Sellers in this Agreement, or in any
        certificate of Sellers delivered pursuant hereto, (b) any failure to perform
        or
        the breach of any covenant or agreement made by Sellers in this Agreement,
        (c) any Excluded Liability or any Excluded Asset or (d) except in
        respect of any Assumed Liability, any Tax liability of Sellers or any Tax
        liability attributable to the Purchased Assets or the operation of the Business
        with respect to any Tax year or portion thereof for any period ending on
        or
        prior to the Closing Date (or, for any Tax year beginning before and ending
        after the Closing Date, to the extent allocable to the portion of such period
        beginning before
        and
        ending immediately prior to the Closing Date).

       

          Section
        10.3
Indemnification
        by Purchaser.
        Subject
        to the limitations set forth in this Article X, Purchaser shall defend and
        hold harmless Sellers and their respective Affiliates from and against any
        and
        all Damages and
        shall
        indemnify and hold Sellers and their respective Affiliates harmless for,
        and
        will pay to the relevant Seller or such Affiliate the amount of, any Damages
        incurred or suffered, directly or indirectly, by such Seller or Affiliate
        related to or as a result of (a) any inaccuracy or misrepresentation
        in any representation or warranty made by Purchaser in this Agreement, or
        in any
        certificate of Purchaser delivered pursuant hereto, (b) any failure to perform
        or the breach of any covenant or agreement made by Purchaser in this Agreement
        or any Ancillary Agreement, (c) any Assumed Liability or (d) except in
        respect of any Excluded Liability, any Tax liability of Purchaser or any
        Tax
        liability attributable to the Purchased Assets or the operation of the Business
        with respect to any Tax year or portion thereof for any period beginning
        on or
        after the Closing Date (or, for any Tax year beginning before and ending
        after
        the Closing Date, to the extent allocable to the portion of such period
        beginning on the Closing Date).

       

          Section
        10.4
Procedure
        for Establishment of Claim.
        (a) If any claims are asserted by any party which is entitled to
        indemnification hereunder (the “Indemnified Party”), which, if sustained, could
        result in an indemnifiable claim by a party (an “Indemnifiable Claim”), the
        Indemnified Party shall promptly provide written notice (an “Indemnity Notice”)
        to the party responsible for such indemnification
        hereunder (the “Indemnifying Party”) of such claim giving the particulars
        thereof. The Indemnified Party shall give the Indemnity Notice to the
        Indemnifying Party as promptly as practicable and before expiration of the
        indemnification survival periods set forth in Section 10.1 hereof, as the
        case
        may be, so that the Indemnifying Party may investigate and respond to such
        claim; provided, however, that the failure of the Indemnified Party to give
        timely notice hereunder shall not relieve the Indemnifying Party of its
        obligations hereunder unless and only to the extent that such failure caused
        the
        Damages for which the Indemnifying Party is obligated to be greater than
        they
        would have been had the Indemnified Party given timely notice. 

      


      
        
          
          

        

        
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      (b) If
        an
        Indemnified Party receives notice of the assertion of a claim from a third
        party
        in respect of which the Indemnified Party may have a claim under
        Section 10.2 or 10.3, as the case may be (a “Third Party Claim”), then the
        following shall apply:

       

      (i) The
        Indemnified Party shall promptly (and in any event within ten (10) calendar
        days
        after the service of the citation or summons or similar legal process) provide
        an Indemnity Notice of such Third Party Claim to the Indemnifying Party;
        provided,
        however,
        that
        the failure of the Indemnified Party to give timely notice hereunder shall
        not
        relieve the indemnifying party of its obligations hereunder unless and only
        to
        the extent that such failure caused the Damages for which the Indemnifying
        Party
        is obligated to be greater than they would have been had the Indemnified
        Party
        given timely notice. Such Indemnity Notice shall describe in reasonable detail
        the nature of the Third Party Claim and the basis for the Indemnified Party’s
        claim under Section 10.2 or 10.3, as the case may be. 

       

      (ii) Upon
        receipt of an Indemnity Notice, the Indemnifying Party shall have the right,
        but
        not the obligation, to assume the defense of such Third Party Claim. If the
        Indemnifying Party fails to assume the defense of such Third Party Claim
        within
        thirty (30) calendar days after receipt of the Indemnity Notice in respect
        thereof, the Indemnified Party against which such Third Party Claim has been
        asserted shall (upon delivering written notice to such effect to the
        Indemnifying Party) have the right to undertake the defense, compromise or
        settlement of such Third Party Claim (which undertaking shall, to the extent
        the
        Indemnified Party is entitled to indemnification under Section 10.2 or 10.3,
        as
        applicable, in respect of such Third Party Claim, be at the Indemnifying
        Party’s
        cost and expense, and on behalf of, and for the account and risk of, the
        Indemnifying Party), subject to the right of the Indemnifying Party to assume
        the defense of such Third Party Claim at any time prior to settlement,
        compromise or final determination thereof; provided, however, that the
        Indemnified Party shall not enter into any such compromise or settlement
        without
        the written consent of the Indemnifying Party, such consent not to be
        unreasonably withheld or delayed. In the event the Indemnified Party assumes
        the
        defense of the Third Party Claim, the Indemnified Party will keep the
        Indemnifying Party reasonably informed of the progress of any such defense,
        compromise or settlement. The Indemnifying Party shall not be liable for
        any
        settlement of any action effected without its consent, but if settled with
        the
        consent of the Indemnifying
        Party, or if there be a final judgment beyond review or appeal, for the claimant
        in any such Third Party Claim, the Indemnifying Party agrees to indemnify
        and
        hold harmless the Indemnified Party from and against any loss or liability
        by
        reason of such settlement or judgment. Any party which does not undertake
        the
        defense of a Third Party Claim may, at its own expense, retain such additional
        attorneys and other advisors as it shall deem necessary, which attorneys
        and
        advisors shall be permitted by the party undertaking such defense, and its
        attorneys, to observe and participate in the defense of such Third Party
        Claim.

       

      


      
        
          
          

        

        
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          Section
        10.5
Limitations
        and Remedies.
        (a)
        No
        amount shall be payable in indemnification under this Article X in respect
        of
        any claim based on the representations and warranties of Sellers or Purchaser,
        as the case may be, set forth herein (each a “Warranty Claim”), unless the
        aggregate amount of Damages in respect of which Sellers or Purchaser,
        respectively, would be liable under this Article X, in each case in respect
        of
        all Warranty Claims against Sellers or Purchaser, as the case may be, exceeds,
        in the aggregate, One Million and No/100 ($1,000,000) Dollars, and then only
        to
        the extent such Damages exceed such amount. In addition, (i) no claim for
        indemnification shall be asserted with respect to any single Warranty Claim
        for
        Damages in an amount less than Ten Thousand and No/100 ($10,000) Dollars
        (it
        being understood that all Damages arising from the same operative facts and
        circumstances shall be deemed a single aggregate claim and that no such claim
        shall be considered for the purpose of determining the amount set forth in
        the
        first sentence of this Section 10.5(a)); and (ii) no claim for indemnification
        under this Article X in respect of any Warranty Claim shall first be asserted
        after the expiration of the applicable survival period referred to in Section
        10.1 hereof. Notwithstanding the foregoing, the limitations set forth in
        this
        Section 10.5(a) shall not apply to any claim based on the representations
        and
        warranties set forth in Sections 4.19 or 5.6 hereof or any claim based on
        breaches of representations and warranties of which a party had Knowledge
        or
        claims based on any intentional breach of any covenant or warranty.

      


      (b) The
        maximum amount of Damages for which Sellers may be liable under this Article
        X
        shall be an amount equal to $30,000,000. 

      


      (c) In
        any
        case where an Indemnified Party recovers from third parties all or any part
        of
        any amount paid to it by an Indemnifying Party pursuant to this Article X,
        such
        Indemnified Party shall promptly pay over to the Indemnifying Party the amount
        so recovered, but not in excess of any amount previously so paid by the
        Indemnifying Party.

      


      (d) The
        Indemnified Party shall be obligated to use its reasonable best efforts to
        mitigate its Damages prior to collecting an indemnification payment under
        this
        Article X. 

      


      (e) No
        party
        shall have any obligation to indemnify or hold harmless any Person for any
        consequential Damages arising out of any interruption of business, loss of
        profits, loss of use of facilities or loss of goodwill.

       

      


      
        
          
          

        

        
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      Section
        10.6 Exclusive
        Remedy.
        Except
        for (a) the equitable remedies contemplated under Section 6.12 and (b)
        claims based on actual fraud of one of the parties hereto, this Article X
        sets
        forth the exclusive remedy owing from Purchaser or Sellers for claims that
        arise
        from or are related to this Agreement. Each of the parties hereby waives
        any
        other claim, cause of action, or remedy that it might assert against the
        other,
        with respect to the matters that arise from or are related to this Agreement,
        whether under statutory or common Law, any Environmental Law, or securities,
        trade regulation or other Law.

      


      ARTICLE
        XI

      


      TERMINATION

      


      Section
        11.1 Termination.
        This
        Agreement may be terminated at any time prior to the Closing by:

       

      (a) the
        mutual written consent of Sellers and Purchaser; 

       

      (b) either
        Sellers or Purchaser, by written notice to the other, if the Closing has
        not
        occurred by the close of business on June 30, 2005, and (i) the failure to
        consummate the transactions contemplated hereby on or before such date did
        not
        result from the failure by the party seeking termination of this Agreement
        to
        fulfill any undertaking or commitment provided for herein that is required
        to be
        fulfilled prior to the Closing and (ii) the party seeking termination is
        not
        otherwise in material breach of its obligations hereunder; 

       

      (c) either
        Sellers or Purchaser, by written notice to the other, if any Governmental
        Authority shall have issued an order, decree or ruling or taken any other
        action
        restraining, enjoining or otherwise prohibiting the transactions contemplated
        hereby and such order, decree, ruling or other action shall have become final
        and non-appealable; provided, however, that the party seeking to terminate
        this
        Agreement pursuant to this Section 11.1(c) shall have complied with Sections
        3.3
        and 6.4(b) hereof, and with respect to other matters not covered thereby,
        shall
        have used commercially reasonable efforts to remove such injunction order
        or
        decree;

       

      (d) Purchaser,
        by written notice to Sellers, at any time on or before 10:00 a.m. Eastern
        Standard Time on April 1, 2005, or if earlier, the date which Purchaser has
        completed its due diligence investigation of the Purchased Assets, in the
        event
        that Purchaser in connection with such investigation, shall have discovered
        any
        fact, circumstance, transaction or occurrence of which Purchaser had no notice
        as of the date hereof and as a result of which Purchaser would be entitled
        (and
        Purchaser would otherwise have the right) to decline to consummate the
        transactions contemplated hereby based solely upon Section 9.3(f) hereof;
        provided, however, that Purchaser may not terminate this Agreement pursuant
        to
        this Section 11.1(d) unless Purchaser shall have provided Sellers with written
        notice of, and a reasonable opportunity to cure the breach (or deemed breach)
        of
any
        representation or warranty as a result of which Purchaser would be entitled
        to
        rely on such Section 9.3(f) in declining to consummate such transactions,
        or is
        not satisfied with its findings; or

       

      


      
        
          
          

        

        
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      (e)
         Purchaser
        or Sellers, by written notice to the other party (or parties, as applicable),
        at
        any time after June 30, 2005, in the event that Purchaser has not executed
        an
        agreement with the Local Union meeting the description set forth in Section
        9.3(h) hereof on or before such date; provided, however, that Purchaser shall
        not be entitled to terminate this Agreement pursuant to this Section 11.1(e)
        if
        Purchaser fails to use all reasonable efforts, acting as promptly as practicable
        and in good faith, to enter into an agreement with the Local Union on the
        terms
        contemplated by Section 9.3(h) hereof.

       

      Section
        11.2 Procedure
        and Effect of Termination.
        In the
        event of termination of this Agreement pursuant to Section 11.1 hereof, all
        obligations of the parties under this Agreement shall thereupon terminate
        and
        become void and have no effect, and the transactions contemplated hereby
        shall
        be abandoned without further action by the parties, in each case without
        liability to any party, except that (i) the obligations set forth in Section
        6.1(b) hereof, this Section 11.2 and Article XII shall survive the termination
        of this Agreement and (ii) nothing herein shall relieve any party from liability
        for any breach occurring prior to termination. 

       

      ARTICLE
        XII

      


      MISCELLANEOUS

      


      Section
        12.1 Interpretation.
        In
interpreting
        this
        Agreement, the following principles will apply: (a)
        all
        words that are singular include the plural, and a word in any one gender
        includes the other genders, as the context may require; and (b) the headings
        and
        captions that appear in this Agreement have been inserted for the convenience
        of
        the reader and do not limit or in any other way affect the meaning of its
        terms
        and conditions.

       

      Section
        12.2 Notices.
        All
        notices, demands and other communications which may or are required to be
        given
        or made by any party to the others in connection with this Agreement shall
        be in
        writing (including telex, fax or other similar writing) and shall be deemed
        to
        have been duly given or made: (a) if sent by registered or certified mail,
        three
        (3) days after the posting thereof with first class postage attached; (b)
        if
        sent by hand or overnight delivery, upon the delivery thereof; and (c) if
        sent
        by telex or fax, upon confirmation of receipt of such telex or fax, in each
        case
        addressed to the respective parties as follows:

       

       

      If
        to
        Sellers:

       

      The
        Goodyear Tire & Rubber Company

      1144
        East
        Market Street

      


      
        
          
          

        

        
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      Akron
        OH
        44316

      United
        States of America

      Attention:
        Corporate Secretary

      Fax
        Number: 1 (330) 796-8836

      


      If
        to
        Purchaser:

      


      Maurice
        M. Taylor, Jr.

      Titan
        Tire Corporation

      2701
        Spruce Street

      Quincy,
        IL 62301

      Fax:
        217.228.3166

      


      with
        a
        copy to:

      


      Cheri
        T.
        Holley

      General
        Counsel

      Titan
        International, Inc.

      2701
        Spruce Street

      Quincy,
        IL 62301

      Fax:
        217.228.3040

      


      with
        a
        second copy to:

      


      Robert
        J.
        Diehl, Jr.

      Bodman
        LLP

      100
        Renaissance Center, 34th
        Floor

      Detroit,
        MI 48243

      Fax:
        313.393.7579

      


      or
        to
        such other address and to the attention of such other persons as may be
        designated from time to time by such other party hereto by notice given in
        the
        manner provided in this Section 12.2.

       

      Section
        12.3 Waiver.
        (a) The
        failure of any party hereto to enforce, at any time, any provision of this
        Agreement, or to exercise any option or privilege that is herein provided,
        shall
        not be construed to be a waiver of that provision, option or privilege, nor
        in
        any way to affect the validity of this Agreement or any party’s
        right to enforce thereafter every provision strictly in accordance with its
        terms, or to exercise any option or privilege given to it hereunder. 

       

       

      (b) No
        waiver
        by any party of any default by any other party of any term or provision
        contained herein will be deemed valid unless the waiver is in writing and
        signed
        by the waiving party. No
        such
        waiver will in any event be deemed a waiver of any subsequent default under
        the
        same or any other term or provision contained herein.

       

      


      
        
          
          

        

        
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          Section
        12.4
Entire
        Agreement.
        This
        Agreement, and the Exhibits and Schedules hereto and the documents and
        instruments referred to herein, contains the entire agreement made by the
        parties hereto with respect to the subject matter hereof, superseding any
        and
        all prior or contemporaneous representations, warranties and agreements,
        whether
        oral or written, with respect thereto. 

       

       

          Section
        12.5
Titan
        International Guaranty.
        On the
        date hereof, Purchaser has caused to be delivered to Sellers the duly executed
        Titan International Guaranty.

       

          Section
        12.6 Amendment.
        This
        Agreement may be amended or varied only by a written instrument signed by
        duly
        authorized representatives of all parties and expressly providing that this
        Agreement is being amended thereby.

       

          Section
        12.7 Parties
        in Interest; Assignment.
        This
        Agreement will be binding upon, and inure to the benefit of, the parties
        hereto
        and their permitted successors and assigns, and nothing herein is intended
        to or
        shall confer any right, benefit or remedy on any other person or entity under
        or
        by reason hereof. No party
        may
        assign its rights under this Agreement or delegate performance hereunder
        to
        another person or entity without the written consent of the other
        party.

       

          Section
        12.8 No
        Partnership.
        Nothing
        contained in this Agreement or any of the Ancillary Agreements will be deemed
        or
        construed by the parties hereto, or by any other person or entity, to create
        the
        relationship of principal and agent, or of partnership, strategic alliance
        or
        joint venture. Should the parties have any discussion regarding the formation
        of
        an alliance or joint venture, no such alliance or joint venture will come
        to
        exist unless all parties have signed a formal agreement approved by their
        boards
        of directors and any and all necessary consents of, filings with or waiting
        or
        notice periods imposed by, any and all Governmental Authorities have been
        obtained or made, or have expired, as the case may be.

       

          Section
        12.9 Governing
        Law; Disputes.
        (a)
The
        terms
        and provisions of this Agreement shall be construed under and governed by
        the
        Laws of the State of Illinois without giving effect to the principles of
        conflict of laws thereof. The
        parties will comply with all applicable Laws in performing their obligations
        under this Agreement.

       

      (b) In
        the
        event of a dispute between or among the parties arising out of or in connection
        with this Agreement, the parties to the dispute will make every effort to
        resolve, promptly and in good faith, such dispute. In the event that the
        dispute
        cannot be resolved, any party may notify any other of the existence of a
        possible deadlock by sending a letter signed by management responsible for
        the
        operation of this Agreement to management of the other party. Within 15 business
        days after receipt of 

       

      


      
        
          
          

        

        
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      that
        notice, management of the parties shall arrange to meet at a mutually agreeable
        time and place, and thereafter as often as they reasonably deem necessary
        for a
        period of 90 days from the date of that first meeting, to exchange relevant
        information and to attempt to resolve the dispute. In the event that responsible
        management have not been successful in resolving the dispute within 90 days
        from
        the date of the first meeting, any party may initiate an action or take such
        other action as is permitted under this Agreement in accordance with the
        time
        periods set out elsewhere in this Agreement, or, in each case, under any
        of the
        Ancillary Agreements. Except as otherwise set forth herein or therein, each
        party shall be responsible for its own legal fees and expenses. 

       

      (c) Notwithstanding
        the requirement for mutual consultation,
        any
        party may at any time initiate an action in respect of any of the equitable
        remedies to which such party is entitled hereunder.

       

       

      Section
        12.10 Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which shall be
        deemed to be an original, but all of which, taken together, shall constitute
        one
        and the same agreement. 

       

       

      Section
        12.11 Severability.
        If any
        term or other provision of this Agreement is invalid, illegal or incapable
        of
        being enforced under any rule of law or public policy, all other conditions
        and
        provisions of this Agreement shall nevertheless remain in full force and
        effect,
        so long as the economic and legal substance of the transactions contemplated
        hereby are not affected in a manner materially adverse to either party. Upon
        any
        determination that any such term or other provision is invalid, illegal or
        incapable of being enforced, the parties hereto shall negotiate in good faith
        to
        modify this Agreement so as to effect the original intent of the parties
        as
        closely as possible in a mutually acceptable manner in order that the
        transactions contemplated hereby be consummated as originally contemplated
        to
        the fullest extent possible.

       

      Section
        12.12 Time
        of the Essence.
        Time
        is
        of the essence of this Agreement.

       

      65