<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

================================================================================

                        $645,454,545 TERM LOAN AGREEMENT

                                   dated as of

                                 March 31, 2003

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,
                                  as Borrower,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                          J.P. MORGAN SECURITIES INC.,

                                       and

                                   BNP PARIBAS

                  as Joint Bookrunners and Joint Lead Arrangers

================================================================================
                                                                [CS&M #6701-315]

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   Definitions
<TABLE>
<CAPTION>
                                                                                     Page
                                                                                     ----
<S>                                                                                  <C>
SECTION 1.01.  Defined Terms....................................................       1
SECTION 1.02.  Foreign Currency Translation.....................................      21
SECTION 1.03.  Terms Generally..................................................      21
SECTION 1.04.  Accounting Terms; GAAP...........................................      22
</TABLE>

                                   ARTICLE II

                                   The Credits

<TABLE>
<S>                                                                                   <C>
SECTION 2.01.  Commitments......................................................      22
SECTION 2.02.  Loans and Borrowings.............................................      22
SECTION 2.03.  Borrowings Procedure.............................................      23
SECTION 2.04.  Funding of Borrowings............................................      23
SECTION 2.05.  Interest Elections...............................................      24
SECTION 2.06.  Repayment of Loans; Evidence of Debt.............................      25
SECTION 2.07.  Prepayment of Loans..............................................      26
SECTION 2.08.  Fees.............................................................      27
SECTION 2.09.  Interest on Loans................................................      27
SECTION 2.10.  Alternate Rate of Interest.......................................      28
SECTION 2.11.  Increased Costs..................................................      28
SECTION 2.12.  Break Funding Payments...........................................      29
SECTION 2.13.  Taxes............................................................      30
SECTION 2.14.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs.......      31
SECTION 2.15.  Mitigation Obligations; Replacement of Lenders...................      32
</TABLE>

                                   ARTICLE III

                         Representations and Warranties

<TABLE>
<S>                                                                                   <C>
SECTION 3.01.  Organization; Powers.............................................      33
SECTION 3.02.  Authorization; Enforceability....................................      33
SECTION 3.03.  Governmental Approvals; No Conflicts.............................      34
SECTION 3.04.  Financial Statements; No Material Adverse Change.................      34
SECTION 3.05.  Litigation and Environmental Matters.............................      34
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                   <C>
SECTION 3.06.  Compliance with Laws and Agreements..............................      35
SECTION 3.07.  Investment and Holding Company Status............................      35
SECTION 3.08.  ERISA ...........................................................      35
SECTION 3.09.  Disclosure.......................................................      35
SECTION 3.10.  Security Interests...............................................      35
SECTION 3.11.  Use of Proceeds..................................................      37
</TABLE>

                                   ARTICLE IV

                                   Conditions

<TABLE>
<S>                                                                                   <C>
SECTION 4.01.  Effective Date...................................................      37
</TABLE>

                                    ARTICLE V

                              Affirmative Covenants

<TABLE>
<S>                                                                                   <C>
SECTION 5.01.  Financial Statements and Other Information.......................      40
SECTION 5.02.  Notices of Defaults..............................................      41
SECTION 5.03.  Existence; Conduct of Business...................................      41
SECTION 5.04.  Maintenance of Properties........................................      42
SECTION 5.05.  Books and Records; Inspection and Audit Rights...................      42
SECTION 5.06.  Compliance with Laws.............................................      42
SECTION 5.07.  Insurance........................................................      42
SECTION 5.08.  Guarantees and Collateral........................................      42
</TABLE>

                                   ARTICLE VI

                               Negative Covenants

<TABLE>
<S>                                                                                   <C>
SECTION 6.01.  Indebtedness and Preferred Equity Interests......................      45
SECTION 6.02.  Liens............................................................      47
SECTION 6.03.  Sale and Leaseback Transactions..................................      49
SECTION 6.04.  Fundamental Changes..............................................      49
SECTION 6.05.  Investments, Loans, Advances and Guarantees......................      50
SECTION 6.06.  Asset Dispositions...............................................      52
SECTION 6.07.  Restricted Payments..............................................      53
SECTION 6.08.  Capital Expenditures.............................................      54
SECTION 6.09.  Interest Expense Coverage Ratio..................................      54
SECTION 6.10.  Consolidated Net Worth...........................................      54
SECTION 6.11.  Senior Secured Indebtedness Ratio................................      55
</TABLE>

                                       ii

<PAGE>

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                                   The Agents

                                   ARTICLE IX

                                  Miscellaneous

<TABLE>
<S>                                                                                   <C>
SECTION 9.01.  Notices..........................................................      60
SECTION 9.02.  Waivers; Amendments..............................................      60
SECTION 9.03.  Expenses; Indemnity; Damage Waiver...............................      61
SECTION 9.04.  Successors and Assigns...........................................      62
SECTION 9.05.  Survival.........................................................      66
SECTION 9.06.  Counterparts; Integration; Effectiveness.........................      67
SECTION 9.07.  Severability.....................................................      67
SECTION 9.08.  Right of Setoff..................................................      67
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.......      67
SECTION 9.10.  WAIVER OF JURY TRIAL.............................................      68
SECTION 9.11.  Headings.........................................................      68
SECTION 9.12.  Confidentiality..................................................      69
SECTION 9.13.  Interest Rate Limitation.........................................      69
SECTION 9.14.  Security Documents...............................................      70
</TABLE>

SCHEDULES:
Schedule 1.01A    --  Consent Subsidiaries
Schedule 1.01B    --  Mortgaged Property
Schedule 2.01     --  Commitments
Schedule 3.10(b)  --  Mortgages
Schedule 3.10(c)  --  Material Intellectual Property
Schedule 6.01     --  Existing Indebtedness
Schedule 6.02     --  Existing Liens
Schedule 6.06     --  Asset Dispositions

EXHIBITS:

Exhibit A  --  Form of Borrowing Request
Exhibit B  --  Form of Interest Election Request

                                      iii

<PAGE>

Exhibit C    --  Form of Promissory Note
Exhibit D    --  Form of Assignment and Assumption
Exhibit E-1  --  Form of Opinion of Borrower's Outside Counsel
Exhibit E-1  --  Form of Opinion of Borrower's General Counsel
Exhibit F    --  Form of Master Guarantee and Collateral Agreement

                                       iv

<PAGE>

                                 TERM LOAN AGREEMENT dated as of March 31, 2003,
                               among THE GOODYEAR TIRE & RUBBER COMPANY; the
                               LENDERS party hereto; and JPMORGAN CHASE BANK, as
                               Administrative Agent.

                  The Borrower has requested the Lenders, and the Lenders are
willing, to extend credit to the Borrower in order to enable it to borrow on the
date hereof an aggregate principal amount not in excess of $645,454,545. The
Lenders are willing to extend such credit to the Borrower on the terms and
subject to the conditions herein set forth. The proceeds of the Loans will be
used for general corporate purposes of the Borrower and the Subsidiaries.

                  Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01.     Defined Terms.  As used in this Agreement,
the following terms have the meanings specified below:

                  "ABL Facilities Agreement" means the $1,300,000,000 Term Loan
and Revolving Credit Agreement dated as of the date hereof among the Borrower,
certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc., as
syndication agent, and Bank of America, N.A. and CIT Financial Group, as
documentation agents.

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

<PAGE>

                  "Agents" means the Administrative Agent and the Collateral
Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment (or
after the Commitments have terminated, the percentage of the aggregate
outstanding Loans represented by such Lender's outstanding Loans).

                  "Approved Fund" means (a) with respect to any Lender, a CLO
managed by such Lender or by an Affiliate of such Lender and (b) with respect to
any Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                  "Arrangers" means J.P. Morgan Securities Inc. and BNP Paribas,
as Joint Bookrunners and Joint Lead Arrangers for the credit facilities
established by this Agreement.

                  "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit D or any other form approved by the Administrative Agent.

                  "Attributable Debt" means, with respect to any Sale and
Leaseback Transaction, the present value (computed in accordance with GAAP and,
in the case of a Sale and Leaseback Transaction that does not result in Capital
Lease Obligations, as if the obligations incurred in connection with such Sale
and Leaseback Transaction were Capital Lease Obligations) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease which is
terminable by the lessee upon payment of a penalty, the Attributable Debt shall
be the lesser of (i) the Attributable Debt determined assuming termination upon
the first date such lease may be terminated (in which case the Attributable Debt
shall also include the amount of the penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) and (ii) the Attributable Debt determined assuming no such
termination.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                                        2

<PAGE>

                  "Borrower" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

                  "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

                  "Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03 in substantially the form of Exhibit A
hereto.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in dollar deposits in the London interbank
market.

                  "Capital Expenditures" means, for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the
Borrower and the Subsidiaries that are (or would be) set forth in a statement of
cash flows of the Borrower and its Consolidated Subsidiaries for such period
prepared in accordance with GAAP, excluding capitalized software expenses, and
(b) Capital Lease Obligations incurred by the Borrower and its Consolidated
Subsidiaries during such period (other than any such Capital Lease Obligations
that shall relate to assets acquired in transactions reflected in Capital
Expenditures for any earlier period). For purposes of this definition, (i) the
purchase price of equipment or other fixed assets that are purchased
simultaneously with the trade-in of existing assets or with insurance proceeds
shall be included in Capital Expenditures only to the extent of the gross amount
by which such purchase price exceeds the credit granted by the seller of such
assets for the assets being traded in at such time or the amount of such
insurance proceeds, as the case may be, and (ii) acquisitions permitted by
Section 6.05(e) shall be excluded.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                   "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934, as amended, and the
rules of the United States Securities and Exchange Commission thereunder as in
effect on the date hereof), of Equity Interests representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of

                                       3

<PAGE>

the Borrower by Persons who were neither (i) directors on the date hereof or
nominated by the board of directors of the Borrower nor (ii) appointed by
directors so nominated.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.11(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral" means that portion of the "Collateral", as
defined in the Guarantee and Collateral Agreement, that secures the Obligations.

                  "Collateral Agent" means JPMCB, in its capacity as collateral
agent for the Lenders under the Guarantee and Collateral Agreement and the other
Security Documents.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Loans on the Effective Date, expressed as an
amount representing the maximum permitted aggregate amount of the Loans to be
made by such Lender. The initial amount of each Lender's Commitment is set forth
on Schedule 2.01. The initial aggregate amount of the Lenders' Commitments is
$645,454,545.

                  "Consent Subsidiary" means (a) any Subsidiary listed on Part I
or Part II of Schedule 1.01A and (b) any Subsidiary not on Schedule 1.01A or
formed or acquired after the Effective Date in respect of which (A) the consent
of any Person other than the Borrower or any Wholly Owned Subsidiary is required
by applicable law or the terms of any organizational document of such Subsidiary
or other agreement of such Subsidiary or any Affiliate of such Subsidiary in
order for such Subsidiary to execute the Guarantee and Collateral Agreement as a
US Facilities Grantor or a US Guarantor and perform its obligations thereunder,
or in order for Equity Interests of such Subsidiary to be pledged under the
Security Documents, as the case may be, and (B) the Borrower endeavored in good
faith to obtain such consents and such consents shall not have been obtained.
Notwithstanding the foregoing, no Subsidiary shall be a Consent Subsidiary at
any time that it is a guarantor of, or has provided any collateral to secure,
Indebtedness for borrowed money of the Borrower, and any Consent Subsidiary
(including a Consent

                                       4

<PAGE>

Subsidiary listed in Part I or Part II of Schedule 1.01A) that at any time
ceases to meet the test set forth in clause (A) shall cease to be a Consent
Subsidiary.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus (a) without duplication and to the extent deducted
in determining such Consolidated Net Income, the sum of (i) Consolidated
Interest Expense for such period, (ii) income tax expense for such period, (iii)
all amounts attributable to depreciation and amortization for such period, (iv)
all non-cash non-recurring charges for such period, (v) all Rationalization
Charges for such period, (vi) other expense for such period, (vii) equity in
losses of affiliates for such period, (viii) foreign exchange currency losses
for such period and (ix) minority interest in net income of subsidiaries for
such period, minus (b) without duplication, to the extent included in
determining such Consolidated Net Income (except with respect to (ii) and (iii)
below), (i) any non-cash extraordinary gains for such period, (ii) cash
expenditures (other than Rationalization Charges) during such period in respect
of items that resulted in non-cash non-recurring charges during any prior period
after the date hereof, (iii) Excess Cash Rationalization Charges, (iv) other
income for such period, (v) equity in earnings of affiliates for such period,
(vi) foreign exchange currency gains for such period and (vii) minority interest
in net losses of subsidiaries for such period, all determined on a consolidated
basis in accordance with GAAP. Each item referred to in this definition and not
defined elsewhere in this Agreement will be computed by a method consistent with
that used in preparing the financial statements referred to in Section 3.04.

                   "Consolidated Interest Expense" means, for any period, the
sum of, without duplication, (a) the consolidated interest expense (including
imputed interest expense in respect of Capital Lease Obligations and excluding
fees and other origination costs included in interest expense and arising from
Indebtedness incurred at any time) of the Borrower and its Consolidated
Subsidiaries for such period, determined in accordance with GAAP but excluding
capitalized interest, (b) all cash dividends paid during such period in respect
of Permitted Preferred Stock and (c) all finance expense related to
Securitization Transactions, excluding amortization of origination and other
fees.

                  "Consolidated Net Income" means, for any period, the net
income or loss of the Borrower and its Consolidated Subsidiaries for such period
determined in accordance with GAAP.

                  "Consolidated Net Worth" means, as of the last day of any
fiscal quarter, the sum for the Borrower of (a) the stated value of outstanding
common stock, (b) capital surplus and (c) retained earnings, excluding for
purposes of such calculation the effect of (i) all non-cash non-recurring
charges and all non-cash Rationalization Charges and (ii) all losses and gains
on sales of assets other than in the ordinary course of business and all other
non-cash non-recurring gains, in each case in (i) and (ii) above, after December
31, 2002.

                                       5

<PAGE>

                  "Consolidated Revenue" means, for any period, the revenues of
the Borrower and its Consolidated Subsidiaries for such period, determined in
accordance with GAAP.

                  "Consolidated Senior Secured Indebtedness" means, for any
period, the sum for the Borrower and its Consolidated Subsidiaries for such
period, without duplication, of (a) all Indebtedness that is included on the
Borrower's consolidated balance sheet and is secured by any assets of the
Borrower or a Consolidated Subsidiary, (b) all Capital Lease Obligations, (c)
all synthetic lease financings, (d) all Indebtedness of South Pacific Tyres that
is secured by any of its assets or assets of the Borrower or a Consolidated
Subsidiary and (e) all Securitization Transactions, all determined in accordance
with GAAP. For purposes of computing Consolidated Senior Secured Indebtedness,
the amount of any synthetic lease financing shall equal the amount that would be
capitalized in respect of such lease if it were a Capital Lease Obligation.

                  "Consolidated Subsidiary" means, at any date, each Subsidiary
the accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.

                  "Consolidated Total Assets" means, at any date, the total
assets of the Borrower and its Consolidated Subsidiaries, determined in
accordance with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Credit Documents" means this Agreement, any promissory notes
delivered pursuant to Section 2.06(e) and the Security Documents.

                  "Credit Party" means the Borrower, each Subsidiary Guarantor
and each Grantor.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Disclosure Documents" means (a) the Information Memorandum,
(b) reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments
thereto, that shall have been (i) filed with the Securities and Exchange
Commission on or prior to March 21, 2003, or (ii) filed with the Securities and
Exchange Commission after such date and prior to the Effective Date and
delivered to the Administrative Agent, and (c) the draft Report of the Borrower
on Form 10-K for the fiscal year ended December 31, 2002, delivered to the
Lenders prior to the date hereof, as such Report shall have been modified by any
subsequent draft of such Report delivered to the Administrative Agent prior to
the Effective Date.

                                       6

<PAGE>

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Domestic Subsidiary" means any Subsidiary that is not a
Foreign Subsidiary.

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.

                  "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in limited liability companies, beneficial
interests in trusts or other equity ownership interests in any Persons, and any
warrants, options or other rights entitling the holders thereof to purchase or
acquire any such equity interests.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to any
Plan (other than an event for which the 30-day notice period is waived or an
event described in Section 4043.33 of Title 29 of the Code of Federal
Regulations); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA) as to which a waiver has not been obtained; (c) the incurrence by the
Borrower, a Subsidiary or any ERISA Affiliate of any liability under

                                       7

<PAGE>

Title IV of ERISA with respect to the termination of any Plan; (d) the treatment
of a Plan amendment as a termination under Section 4041 of ERISA; (e) any event
or condition, other than the Transactions, that would be materially likely to
result in the termination of, or the appointment of a trustee to administer, any
Plan or Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the
Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan
administrator of any notice of an intention to terminate any Plan or to appoint
a trustee to administer any Plan; (g) the incurrence by the Borrower, any
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (h) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower, any
Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of the date hereof among the
European JV, the other borrowers thereunder, certain lenders, and JPMCB, as
administrative agent.

                  "European JV" means Goodyear Dunlop Tires Europe B.V.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excess Cash Rationalization Charges" means, for any period,
cash expenditures of the Borrower and its Consolidated Subsidiaries with respect
to Rationalization Charges recorded on the Borrower's consolidated income
statement after the date hereof; provided, however, that for such cash
expenditures incurred after September 1, 2003, Excess Cash Rationalization
Charges shall only include the aggregate amount of such cash expenditures which
exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31,
2003) plus 25% of the Net Cash Proceeds from the issuance and sale of its Equity
Interests or Indebtedness pursuant to Section 6.01(q).

                  "Excluded Subsidiary" means any Subsidiary with only nominal
assets and no operations.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits

                                       8

<PAGE>

taxes imposed by the United States or any similar tax imposed by any other
jurisdiction described in clause (a) above and (c) (i) any withholding tax that
is imposed by the United States on amounts payable to a Foreign Lender (other
than an assignee pursuant to a request by the Borrower under Section 2.15(b)) at
the time such Foreign Lender first becomes a party to this Agreement (or
designates a new lending office), except to the extent that such Foreign Lender
(or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 2.13(a) or (ii) any
withholding tax that is imposed by the United States on amounts payable to a
Foreign Lender that is attributable to such Foreign Lender's failure to comply
with Section 2.13(e).

                   "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or any assistant treasurer of the
Borrower.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

                  "Foreign Pledge Agreement" means a pledge agreement securing
the Obligations or any of them that is governed by the law of a jurisdiction
other than the United States and reasonably satisfactory in form and substance
to the Collateral Agent.

                  "Foreign Subsidiary" means any Subsidiary organized under the
laws of a jurisdiction other than the United States or any of its territories or
possessions or any political subdivision thereof.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Governmental Authority" means the government of the United
States, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                                       9

<PAGE>

                  "Grantors" means the Borrower and each Domestic Subsidiary
that becomes, or is required to become, a US Facilities Grantor (as defined in
the Guarantee and Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any
Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made and (b) the maximum amount for which
such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability (assuming such person is required to
perform) in respect thereof as determined in such person's good faith.

                  "Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement among the Borrower, the Subsidiary Guarantors, the
Grantors, certain other Subsidiaries and the Collateral Agent substantially in
the form of Exhibit F.

                  "Hazardous Materials" means (A) petroleum products and
byproducts, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, radon gas, chlorofluorocarbons and all other ozone-depleting
substances; and (B) any pollutant or contaminant or any hazardous, toxic,
radioactive or otherwise regulated chemical, material, substance or waste that
is prohibited, limited or regulated pursuant to any applicable Environmental
Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right to be secured by) any Lien on property

                                       10

<PAGE>

owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of
others, (g) all Capital Lease Obligations of such Person, (h) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty and (i) all Securitization
Transactions of such Person. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in such entity.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnitee" has the meaning set forth in Section 9.03.

                  "Information Memorandum" means the Confidential Information
Memorandum dated March 5, 2003 relating to the Borrower and the Transactions.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.05 in substantially
the form of Exhibit B hereto.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and the Maturity Date and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest Period that
occurs at intervals of three months' duration after the first day of such
Interest Period.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.

                  "Investments" has the meaning assigned to such term in Section
6.05.

                  "JPMCB" means JPMorgan Chase Bank, and its successors.

                                       11

<PAGE>

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market
Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason with respect to any
Eurodollar Borrowing, then the "LIBO Rate" with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate (rounded upwards, if
necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, French delegation of claims, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.

                  "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

                  "Luxembourg Finance" means Goodyear Finance Holding S.A., a
corporation organized in Luxembourg.

                  "Majority Lenders" shall mean, at any time, Lenders having
Loans representing more than 50% of the aggregate principal amount of the total
Loans outstanding (or, if the Loans shall not yet have been made, Lenders having
Commitments representing more than 50% of the aggregate principal amount of the
total Commitments).

                  "Material Adverse Change" means a material adverse change in
or effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability
of the Credit Parties, taken as a whole, to

                                       12

<PAGE>

perform obligations under this Agreement and the other Credit Documents that are
material to the rights or interests of the Lenders or (c) the rights of or
benefits available to the Lenders under this Agreement and the other Credit
Documents that are material to the interests of the Lenders.

                  "Material Foreign Subsidiary" means, at any time, each Foreign
Subsidiary that had assets with an aggregate book value in excess of $50,000,000
as of December 31, 2002, or if later, as of the end of the most recent fiscal
quarter for which financial statements have been delivered pursuant to Section
5.01(a) or (b).

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Swap Agreements, of any one or
more of the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time,
calculated in accordance with the terms of such Swap Agreement.

                  "Material Intellectual Property" means all Intellectual
Property (as defined in the Guarantee and Collateral Agreement) of the Borrower
and the Grantors, other than Intellectual Property that in the aggregate is not
material to the business of the Borrower and the Subsidiaries, taken as a whole.

                  "Material Subsidiary" means, at any time, each Subsidiary
other than Subsidiaries that do not represent more than 1% for any such
individual Subsidiary, or more than 5% in the aggregate for all such
Subsidiaries, of either (a) Consolidated Total Assets or (b) Consolidated
Revenue for the period of four fiscal quarters most recently ended.

                  "Maturity Date" means April 30, 2005.

                  "Mortgage" means a mortgage or deed of trust, assignment of
leases and rents, or other security documents reasonably satisfactory in form
and substance to the Collateral Agent granting a Lien on any Mortgaged Property
to secure the Obligations.

                  "Mortgaged Property" means, at any time, each parcel of real
property listed in Schedule 1.01B and the improvements thereto.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NAIC" means the National Association of Insurance
Commissioners.

                                       13

<PAGE>

                  "Net Cash Proceeds" means, with respect to any Prepayment
Event, (a) the cash proceeds received in respect of such event including (i) any
cash received in respect of any non-cash proceeds (including as a result of any
monetization of non-cash proceeds), but only as and when received, (ii) in the
case of a casualty, insurance proceeds received, and (iii) in the case of a
condemnation or similar event, condemnation awards and similar payments
received, net of (b) the sum of (A) all reasonable fees, discounts, commissions
and out-of-pocket expenses (including any legal, title and recording tax
expenses) paid by the Borrower and the Subsidiaries to third parties (other than
Affiliates) in connection with such event, (B) in the case of a sale, transfer
or other disposition of any property or asset (including pursuant to a sale and
leaseback transaction or a casualty or a condemnation or similar proceeding),
the amount of all payments required to be made by the Borrower and the
Subsidiaries as a result of such event to repay Indebtedness (other than the
Loans) secured by such asset or otherwise subject to mandatory prepayment as a
result of such event (it being understood that in the case of a Prepayment Event
that results in a reduction of the amount of the Borrowing Base (as defined in
the ABL Facilities Agreement), the Net Cash Proceeds in respect of such event
shall be reduced by this clause (B) by an amount equal to the reduction in the
Borrowing Base that would have resulted had such event occurred on the date of
the Borrowing Base Certificate (as defined in the ABL Facilities Agreement) most
recently delivered under the ABL Facilities Agreement prior to the date of such
event), and (C) the amount of all taxes paid (or reasonably estimated to be
payable) by the Borrower and the Subsidiaries (including taxes required to be
paid or withheld in respect of the transfer of amounts from the recipient
thereof to a Borrower), and the amount of any reserves established by the
Borrower and the Subsidiaries to fund contingent liabilities reasonably
estimated to be payable, in each case during the year that such event occurred
or the next succeeding year and that are directly attributable to such event (as
determined reasonably and in good faith by a Financial Officer of the Borrower);
provided that, to the extent and at the time any such amounts are released to
the Borrower or any Subsidiary from such reserve, such amounts shall constitute
Net Cash Proceeds. Notwithstanding the foregoing, amounts that would otherwise
constitute Net Cash Proceeds shall not constitute Net Cash Proceeds to the
extent that (x) currency or foreign exchange controls prevent the repatriation
of such amounts to the United States or (y) the recipient of such amounts is not
a Wholly Owned Subsidiary and (1) the consent of any Person other than the
Borrower or any Wholly Owned Subsidiary is required by applicable law or the
terms of any organizational document of such non-Wholly Owned Subsidiary or
other agreement of such Subsidiary or any Affiliate of such Subsidiary in order
for such Subsidiary to transfer such amounts to the Borrower (whether by
distribution, loan or advance, repayment of intercompany Indebtedness or other
commercially reasonable means) and (2) the Borrower endeavored in good faith to
obtain such consents and such consents shall not have been obtained to permit
the transfer of such proceeds by any of such means. The Net Cash Proceeds
received by any non-Wholly Owned Subsidiary shall be deemed to equal the amount
determined as set forth above multiplied by the Borrower's aggregate direct or
indirect percentage ownership of such Subsidiary.

                                       14

<PAGE>

                  "New Facilities Credit Agreements" means this Agreement, the
US Revolving Facility Agreement, the European Facilities Agreement and the ABL
Facilities Agreement.

                  "New Facilities Documents" means the New Facilities Credit
Agreements, the Guarantee and Collateral Agreement and the other Security
Documents (as such term is defined in any New Facilities Credit Agreement).

                  "Obligations" means (a) the due and punctual payment of (i)
the principal of and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise and (ii) all other monetary obligations of the
Credit Parties to any of the Secured Parties under this Agreement and each of
the other Credit Documents, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), and (b) the due and punctual performance of all
other obligations of the Credit Parties to any of the Secured Parties under this
Agreement and the other Credit Documents.

                  "Other Taxes" means any and all present or future stamp,
documentary, excise, recording, transfer, sales, property or similar taxes,
charges or levies arising from any payment made under any Credit Document or
from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.

                  "Participant" has the meaning assigned to such term in Section
9.04.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Exhibit II to the Guarantee and Collateral Agreement or any other form approved
by the Collateral Agent.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other Liens imposed by law, arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days (or any longer grace period available under the terms
         of the applicable underlying obligation) or are being contested;

                                       15

<PAGE>

                  (c) Liens created and pledges and deposits made in the
         ordinary course of business in compliance with workers' compensation,
         unemployment insurance and other social security laws or regulations;

                  (d) Liens created and deposits made to secure the performance
         of bids, trade contracts, leases, statutory obligations, appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business, and Liens created and deposits made
         prior to the date hereof in the ordinary course of business to secure
         the performance of surety bonds;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default;

                  (f) supplier's liens in inventory, other assets supplied or
         accounts receivable that result from retention of title or extended
         retention of title arrangements arising in connection with purchases of
         goods in the ordinary course of business; and

                  (g) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property and other Liens incidental to the conduct
         of business or ownership of property that arise automatically by
         operation of law or arise in the ordinary course of business and that
         do not materially detract from the value of the property of the
         Borrower and the Subsidiaries or of the Collateral, in each case taken
         as a whole, or materially interfere with the ordinary conduct of
         business of the Borrower and the Subsidiaries, taken as a whole, or
         otherwise adversely affect in any material respect the rights or
         interests of the Lenders;

provided that (except as provided in clause (d) above) the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness for borrowed
money.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         (or by any agency thereof to the extent such obligations are backed by
         the full faith and credit of the United States), in each case maturing
         within one year from the date of acquisition thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, ratings of A1 from S&P and P1 from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof and issued or guaranteed by or placed with, and
         money market deposit accounts issued or offered by any commercial bank
         organized under the laws of the United States or

                                       16

<PAGE>

         any State thereof which has a short term deposit rating of A1 from S&P
         and P1 from Moody's and has a combined capital and surplus and
         undivided profits of not less than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) above and
         entered into with a financial institution described in clause (c)
         above;

                  (e) money market funds that (i) comply with the criteria set
         forth in Securities and Exchange Commission Rule 2a-7 under the
         Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by
         Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

                  (f) in the case of any Subsidiary that is not a Domestic
         Subsidiary, (i) marketable direct obligations issued or unconditionally
         guaranteed by the sovereign nation in which such Subsidiary is
         organized and is conducting business or issued by any agency of such
         sovereign nation and backed by the full faith and credit of such
         sovereign nation, in each case maturing within one year from the date
         of acquisition, so long as the indebtedness of such sovereign nation is
         rated at least A by S&P or A2 by Moody's or carries an equivalent
         rating from a comparable foreign rating agency or (ii) investments of
         the type and maturity described in clauses (b) through (e) of foreign
         obligors, which investments or obligors have ratings described in such
         clauses or equivalent ratings from comparable foreign rating agencies.

                  "Permitted Preferred Stock" has the meaning assigned to such
term in Section 6.01(q).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

                  "Prepayment Event" means:

                  (a) any sale, transfer, lease or other disposition of all or
         substantially all the assets or business of the Engineered Products
         division of the Borrower;

                  (b) any sale, transfer, lease or other disposition (including
         pursuant to a Sale and Leaseback Transaction other than a Sale and
         Leasback Transaction consummated not more than 180 days after the
         acquisition or completion of

                                       17

<PAGE>

         construction of the assets subject thereto) of any property or assets
         of the Borrower or any Subsidiary (other than the European JV and its
         Subsidiaries) to any Person other than the Borrower or any Credit
         Party, other than any sale, transfer, lease or other disposition (i)
         described in clause (a) above, (ii) described in clause (a), (b), (c),
         (d) or (i) of Section 6.06, and (iii) that results in Net Cash Proceeds
         not exceeding $5,000,000 (provided that at all times after the
         aggregate Net Cash Proceeds known by a Financial Officer to have been
         received in respect of all such transactions is in excess of
         $25,000,000, each such transaction under this clause (iii) shall
         constitute a Prepayment Event with respect to all such Net Cash
         Proceeds in excess of $25,000,000);

                  (c) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the Borrower or any Subsidiary (other than
         the European JV and its Subsidiaries), but only to the extent that the
         Net Cash Proceeds from such event exceed $5,000,000 and then, if the
         Borrower shall notify the Administrative Agent that it or the
         applicable Subsidiary intends to apply such Net Cash Proceeds to
         repair, restore or replace the property or asset that shall have been
         damaged or taken, such event shall constitute a Prepayment Event only
         if such repair, restoration or replacement shall not have commenced
         within 180 days after such event and the Net Cash Proceeds of such
         event will be deemed for purposes of Section 2.07 to equal the amount
         not so applied; and

                  (d) the incurrence or issuance by the Borrower or any of its
         Subsidiaries (other than the European JV and its Subsidiaries) of
         Indebtedness or Equity Interests pursuant to Section 6.01(q) or the
         issuance of any other Equity Interests by the Borrower or any of its
         Subsidiaries (other than the European JV and its subsidiaries).

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by JPMCB (or any successor Administrative Agent
appointed or chosen pursuant to Article VIII hereof) as its prime rate in effect
at its principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Rationalization Charges" means, for any period, cash and
non-cash charges related to rationalization actions designed to reduce capacity,
eliminate redundancies and reduce costs. Rationalization Charges will be
computed by a method consistent with that used in preparing the financial
statements referred to in Section 3.04.

                  "Register" has the meaning set forth in Section 9.04.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents, counsel and other advisors of such Person and such Person's Affiliates.

                                       18

<PAGE>

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property) on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests.

                  "Sale and Leaseback Transaction" means any arrangement whereby
the Borrower or a Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease from the buyer or transferee property
that it intends to use for substantially the same purpose or purposes as the
property sold or transferred, other than any such transaction entered into with
respect to any property or any improvements thereto at the time of, or within
180 days after, the acquisition or completion of construction of such property
or such improvements (or, if later, the commencement of commercial operation of
any such property), as the case may be, to finance the cost of such property or
such improvements, as the case may be.

                  "Secured Parties" means the Administrative Agent, the
Collateral Agent and each Lender.

                  "Securitization Transaction" means, with respect to any
Person, (i) any transfer by such Person of accounts receivable, rights to future
lease payments or residuals or other financial assets, and related property, or
interests therein (a) to a trust, partnership, corporation or other entity,
which transfer is funded in whole or in part, directly or indirectly, by the
incurrence or issuance by the transferee or any successor transferee of
Indebtedness or securities that are to receive payments from, or that represent
interests in, the cash flow derived from such accounts receivable or interests,
or (b) directly to one or more investors or other purchasers, (ii) any
Indebtedness of such Person secured substantially entirely by accounts
receivable, rights to future lease payments or residuals or other financial
assets, and related property or (iii) any factoring transaction involving
substantially entirely accounts receivable, rights to future lease payments or
residuals or other financial assets, and related property. The amount of any
Securitization Transaction shall be deemed at any time to be the aggregate
outstanding principal amount of the Indebtedness or securities referred to in
the preceding sentence or, if there shall be no such principal amount, the
equivalent outstanding amount of the funded investment.

                  "Security Documents" means the Guarantee and Collateral
Agreement, the Mortgages, the Foreign Pledge Agreements and each other
instrument or document delivered pursuant to Section 5.08 to secure any of the
Obligations.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the

                                       19

<PAGE>

Board to which the Administrative Agent is subject, with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which are consolidated with those of
the parent in the parent's consolidated financial statements in accordance with
GAAP as of such date, as well as any other corporation, limited liability
company, partnership, association or other entity of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Guarantor" means any Domestic Subsidiary that
becomes, or is required to become, a US Guarantor (as defined in the Guarantee
and Collateral Agreement) pursuant to Section 4.01(j) or 5.08.

                  "Swap Agreement" means any agreement, including any master
agreement, with respect to any swap, forward, future or derivative transaction
or option or similar agreement involving, or settled by reference to, one or
more rates or prices for one or more currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures
of economic, financial or pricing risk or value or any similar transaction or
any combination of these transactions.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors
and the Grantors, as applicable, of the other Credit Documents, the borrowing of
the Loans, the creation of the Liens and Guarantees provided for in the Security
Documents and the other transactions contemplated hereby.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                                       20

<PAGE>

                  "US Revolving Facility Agreement" means the $750,000,000
Amended and Restated Revolving Credit Agreement dated as of the date hereof
among the Borrower, certain lenders, and JPMCB, as administrative agent.

                  "Wholly Owned Subsidiary" of any person shall mean a
subsidiary of such person of which securities (except for directors' qualifying
shares) or other ownership interests representing 100% of the Equity Interests
are, at the time any determination is being made, owned, controlled or held by
such person or one or more wholly owned Subsidiaries of such person or by such
person and one or more wholly owned Subsidiaries of such person.

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Foreign Currency Translation.. For purposes of
determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or
6.06, amounts incurred or outstanding in currencies other than dollars shall be
translated into dollars at the exchange rates in effect on the first Business
Day of the fiscal quarter in which such determination occurs or in respect of
which such determination is being made, as such exchange rates shall be
determined in good faith by the Borrower. No Default or Event of Default shall
arise as a result of any limitation set forth in dollars in Section 6.01, 6.02,
6.03, 6.05 or 6.06 being exceeded solely as a result of changes in currency
exchange rates from those rates applicable on the first day of the fiscal
quarter in which such determination occurs or in respect of which such
determination is being made.

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, but shall not be deemed to include the
subsidiaries of such Person unless express reference is made to such
subsidiaries, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all

                                       21

<PAGE>

tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make a Loan to the Borrower on the
Effective Date in a principal amount not exceeding its Commitment. Amounts paid
or prepaid in respect of Loans may not be reborrowed. The Commitments shall
expire at 5:00 p.m. New York City time, on the Effective Date.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

                  (b) Subject to Section 2.10, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith; provided that all Borrowings made on the Effective Date
must be made as ABR Borrowings. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of

                                       22

<PAGE>

$1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be
outstanding at the same time; provided that there shall not at any time be more
than a total of 20 Eurodollar Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

                  SECTION 2.03. Borrowing Procedure. To request the Borrowing on
the Effective Date, the Borrower shall notify the Administrative Agent of such
request by telephone not later than 10:30 a.m., New York City time, on the
Effective Date. Such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request signed by the Borrower. Such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:

                  (i) the aggregate amount of the requested Borrowing;

                  (ii) the proposed Effective Date, which shall be a Business
         Day;

                  (iii) that such Borrowing is to be an ABR Borrowing; and

                  (iv) the location and number of the account to which funds are
         to be disbursed, which shall comply with the requirements of Section
         2.04.

Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

                  SECTION 2.04. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the Effective Date by wire transfer
of immediately available funds by 12:30 p.m., New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
the account designated by the Borrower in the Borrowing Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the Effective Date that such Lender will not make
available to the Administrative Agent such Lender's share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each

                                       23

<PAGE>

day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing. It is agreed that no payment by the Borrower under this paragraph
will be subject to any break-funding payment under Section 2.12.

                  SECTION 2.05. Interest Elections. (a) The initial Borrowing
shall be an ABR Borrowing. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone (a) in the
case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City time,
three Business days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the date
of the proposed Borrowing. Each such telephonic Interest Election Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Interest Election Request signed by the
Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

                                       24

<PAGE>

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Majority Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                  SECTION 2.06. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the Indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein (including any failure to record the making or repayment of
any Loan) shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement or prevent the
Borrower's obligations in respect of Loans from being discharged to the extent
of amounts actually paid in respect thereof.

                                       25

<PAGE>

                  (e) Any Lender may request that Loans made by it be evidenced
by a promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) in
substantially the form set forth in Exhibit C hereto. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  SECTION 2.07. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in whole or
in part, subject to prior notice in accordance with paragraph (e) of this
Section.

                  (b) In the event and on each occasion that any Net Cash
Proceeds are received by or on behalf of the Borrower or any Subsidiary in
respect of any Prepayment Event described in clause (a) or (d) of the definition
of the term Prepayment Event, the Borrower shall, not later than the fifth
Business Day after such Net Cash Proceeds are received, prepay Loans in an
aggregate amount equal to 50% of such Net Cash Proceeds.

                  (c) In the event and on each occasion that any Net Cash
Proceeds are received by or on behalf of the Borrower or any Subsidiary in
respect of any Prepayment Event described in clause (b) or (c) of the definition
of the term Prepayment Event, the Borrower shall, not later than the fifth
Business Day after such Net Cash Proceeds are received, prepay Loans in an
aggregate amount equal to 75% of such Net Cash Proceeds.

                  (d) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to
be prepaid and shall specify such selection in the notice of such prepayment
pursuant to paragraph (e) of this Section.

                  (e) The Borrower shall notify the Administrative Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable, shall specify the prepayment date and the principal amount of each
Borrowing or portion thereof to be prepaid. Promptly following receipt of any
such notice relating to a Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.09

                                       26

<PAGE>

                  SECTION 2.08. Fees. (a) The Borrower agrees to pay to the
Administrative Agent, for its own account, fees in the amounts and at the times
separately agreed upon between the Borrower and the Administrative Agent.

                  (b) If Loans remain outstanding under this Agreement on April
30, 2004, the Borrower agrees to pay to the Administrative Agent for the account
of each Lender on such date, a fee equal to 1.00% (or if the aggregate
outstanding principal amount of the Loans under this Agreement shall have been
reduced to an amount not greater than $200,000,000 as of such date, .75%) of the
aggregate principal amount of such Lender's outstanding Loans, at such time.

                  (c) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of commitment fees and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.

                  SECTION 2.09. Interest on Loans. (a) The Loans comprising each
ABR Borrowing shall bear interest at the Alternate Base Rate plus 3.00% per
annum.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus 4.00% per annum.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in
the preceding paragraphs of this Section or (ii) in the case of any other
amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan except as otherwise provided in this
Agreement; provided that (i) interest accrued pursuant to paragraph (c) of this
Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan, accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The

                                       27

<PAGE>

applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.10. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Majority
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.11. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii) impose on any Lender or the London interbank market any
         other condition (other than Taxes) affecting this Agreement or
         Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan, then the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender
for such additional costs incurred or reduction suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has had or would have the effect of reducing the rate of
return on such Lender's capital or on the capital of such Lender's holding
company, if any, in each case by an amount deemed by such Lender to be material,
as a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company would have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company

                                       28

<PAGE>

with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender
or such Lender's holding company for any such reduction suffered.

                  (c) A certificate of a Lender setting forth the amount or
amounts necessary to compensate such Lender or its holding company, as the case
may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof, unless such amount is
being contested by the Borrower in good faith.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such
Lender notifies the Borrower of the Change in Law giving rise to such increased
costs or reductions and of such Lender's intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.

                  SECTION 2.12. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any notice
delivered pursuant hereto, or (d) the assignment of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.15, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the Borrower. The Borrower shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof, unless such amount is being contested by the Borrower in
good faith..

                                       29

<PAGE>

                  SECTION 2.13. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower or any other Credit Party hereunder or under
any other Credit Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any
other Credit Party shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions of such Taxes (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made (and the
Borrower shall pay or cause such Credit Party to pay such increased amount),
(ii) the Borrower or such other Credit Party shall make such deductions and
(iii) the Borrower or such other Credit Party shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

                  (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

                  (c) The Borrower shall indemnify the Administrative Agent and,
each Lender within 10 days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender on or with respect to any payment by or on account of any obligation of
the Borrower or any other Credit Party hereunder or under any other Credit
Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable out-of-pocket expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower or any other Credit Party to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time such Foreign Lender first becomes
a party to this Agreement and at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate; provided that such

                                       30

<PAGE>

Foreign Lender has received written notice from the Borrower advising it of the
availability of such exemption or reduction and supplying all applicable
documentation.

                  SECTION 2.14. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) Except as required or permitted under Section 2.11, 2.12, 2.13
or 9.03, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of fees and each
refinancing of any Borrowing with a Borrowing of any Type, shall be allocated
pro rata among the Lenders in accordance with the respective principal amounts
of their outstanding Loans. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

                  (b) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest or fees, or of amounts payable
under Section 2.11, 2.12 or 2.13 or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without setoff,
counterclaim or other deduction. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York and except that payments
pursuant to Sections 2.11, 2.12, 2.13, 2.15 and 9.03 shall be made directly to
the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person in appropriate
ratable shares to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the
date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder shall be made in dollars.

                  (c) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.

                  (d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans;

                                       31

<PAGE>

provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to the Borrower or any
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law and under this Agreement, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

                  (e) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

                  (f) If any Lender shall fail to make any payment required to
be made by it hereunder for the account of the Administrative Agent or any
Lender, then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations in respect of such payment until all such unsatisfied obligations
are fully paid.

                  SECTION 2.15. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.11, or if the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.13, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.11 or 2.13, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to

                                       32

<PAGE>

pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.11, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.13,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee or the Borrower, as the case may be, and (iii) in the case of
any such assignment resulting from a claim for compensation under Section 2.11
or payments required to be made pursuant to Section 2.13, such assignment will
result in a reduction in such compensation or payments.

                                  ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. The Borrower and each of
the other Credit Parties is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, would not
be reasonably likely to result in a Material Adverse Change, is qualified to do
business, and is in good standing, in every jurisdiction where such
qualification is required. Each Subsidiary of the Borrower other than the Credit
Parties is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority
to carry on its business as now conducted and is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required,
except for failures that, individually or in the aggregate, would not be
materially likely to result in a Material Adverse Change.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
to be entered into by each Credit Party are within such Credit Party's powers
and have been duly authorized. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each other Credit Document to
which any Credit Party is to be a party, when executed and delivered by such
Credit Party, will constitute, a legal, valid

                                       33

<PAGE>

and binding obligation of the Borrower or such Credit Party, as the case may be,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. Except to
the extent that no Material Adverse Change would be materially likely to result,
the Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of the Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Borrower or any of
the Subsidiaries or any of their assets, and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any of the
Subsidiaries, except Liens created under the Credit Documents.

                  SECTION 3.04. Financial Statements; No Material Adverse
Change. (a) The Borrower has heretofore furnished to the Lenders a draft in
substantially final form of its consolidated balance sheet and statements of
income, stockholders' equity and cash flows as of and for the fiscal year ended
December 31, 2002. Such financial statements present fairly, in all material
respects, the consolidated financial position and consolidated results of
operations and cash flows of the Borrower and its Consolidated Subsidiaries as
of such dates and for such fiscal year in accordance with GAAP.

                  (b) Except as disclosed in the Disclosure Documents, since
December 31, 2002, there has been no event or condition that constitutes or
would be materially likely to result in a Material Adverse Change, it being
agreed that a reduction in any rating relating to the Borrower issued by any
rating agency shall not, in and of itself, be an event or condition that
constitutes or would be materially likely to result in a Material Adverse Change
(but that events or conditions underlying or resulting from any such reduction
may constitute or be materially likely to result in a Material Adverse Change).

                  SECTION 3.05. Litigation and Environmental Matters. (a) Except
as set forth in the Disclosure Documents, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of the Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that if adversely determined would be materially
likely, individually or in the aggregate, to result in a Material Adverse Change
or (ii) that involve the Credit Documents or the Transactions.

                  (b) Except as set forth in the Disclosure Documents, and
except with respect to matters that, individually or in the aggregate, would not
be materially likely to result in a Material Adverse Change, neither the
Borrower nor any of the Subsidiaries

                                       34

<PAGE>

(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

                  SECTION 3.06. Compliance with Laws and Agreements. Each of the
Borrower and the Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
would not be materially likely to result in a Material Adverse Change. No Event
of Default has occurred and is continuing.

                  SECTION 3.07. Investment and Holding Company Status. Neither
the Borrower nor any of the Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940,
as amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

                  SECTION 3.08. ERISA. Except as disclosed in the Disclosure
Documents, no ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other ERISA Events that have occurred or are
reasonably expected to occur, would be materially likely to result in a Material
Adverse Change.

                  SECTION 3.09. Disclosure. Neither the Information Memorandum
nor the reports, financial statements, certificates or other written information
referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any
Lender pursuant to Section 5.01 (taken together with all other information so
furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material
misstatement of fact or omitted or will omit to state, in each case as of the
date delivered, any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information or other forward
looking information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

                  SECTION 3.10. Security Interests. (a) When executed and
delivered, the Guarantee and Collateral Agreement will be effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties a valid and
enforceable security interest in the US Facilities Collateral (as defined
therein), to the extent contemplated by the Guarantee and Collateral Agreement,
and (i) when the US Facilities Collateral constituting certificated securities
(as defined in the Uniform Commercial Code) is delivered to the Collateral Agent
thereunder together with instruments of transfer duly endorsed in blank, the
Guarantee and Collateral Agreement will create, to the extent

                                       35

<PAGE>

contemplated by the Guarantee and Collateral Agreement, a perfected security
interest in all right, title and interest of the Grantors in such certificated
securities to the extent perfection is governed by the Uniform Commercial Code
as in effect in any applicable jurisdiction, subject to no other Lien other than
Liens permitted under Section 6.02 that take priority over security interests in
certificated securities perfected by the possession of such securities under the
Uniform Commercial Code as in effect in the applicable jurisdiction, and (ii)
when financing statements in appropriate form are filed in the offices specified
in the Perfection Certificate, the Guarantee and Collateral Agreement will
create a perfected security interest in all right, title and interest of the
Grantors in the remaining US Facilities Collateral to the extent perfection can
be obtained by filing Uniform Commercial Code financing statements in such
jurisdictions, subject to no other Lien other than Liens permitted under Section
6.02. The exclusion of the Consent Assets (as defined in the Guarantee and
Collateral Agreement) from the US Facilities Collateral does not materially
reduce the aggregate value of the US Facilities Collateral.

                  (b) Each Mortgage, upon execution and delivery by the parties
thereto, will create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable Lien on all the applicable
mortgagor's right, title and interest in and to the Mortgaged Properties subject
thereto and the proceeds thereof, and when the Mortgages have been filed in the
counties specified in Schedule 3.10(b), the Mortgages will create perfected
Liens on all right, title and interest of the mortgagors in the Mortgaged
Properties and the proceeds thereof, prior and superior in right to Liens in
favor of any other Person (other than Liens or other encumbrances for which
exceptions are taken in the policies of title insurance delivered in respect of
the Mortgaged Properties on or prior to the Effective Date and Liens permitted
under Section 6.02).

                  (c) Upon the recordation of the Guarantee and Collateral
Agreement or a memorandum of such Agreement with the United States Patent and
Trademark Office, the Guarantee and Collateral Agreement will create a perfected
Lien on all right, title and interest of the Grantors in the Material
Intellectual Property in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office, in each case prior
and superior in right to any other Person, subject to Liens permitted under
Section 6.02 (it being understood that subsequent recordings in the United
States Patent and Trademark Office may be necessary to perfect a Lien on
registered trademarks and trademark applications acquired by the Grantors after
the Effective Date). As of the Effective Date, Schedule 3.10(c) sets forth all
the Material Intellectual Property.

                  (d) Upon the recordation of the Guarantee and Collateral
Agreement with the Federal Aviation Administration, the Guarantee and Collateral
Agreement will create a perfected Lien on all right, title and interest of the
Grantors in the Aircraft Collateral (as defined in the Guarantee and Collateral
Agreement) in which a security interest may be perfected by such recordation
with the Federal Aviation Administration, in each case prior and superior in
right to any other Person, subject to Liens permitted under Section 6.02.

                                       36

<PAGE>

                  (e) None of the Perfection Certificate or any other written
information relating to the Collateral delivered after the date hereof by or on
behalf of any Credit Party to the Administrative Agent, the Collateral Agent or
any Lender pursuant to any provision of any Credit Document is or will be
incorrect when delivered in any respect material to the rights or interests of
the Lenders under the Credit Documents.

                  SECTION 3.11. Use of Proceeds. The proceeds of the Loans will
be used only for the purposes referred to in the preamble to this Agreement. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X.

                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Effective Date. The obligations of the Lenders
to make Loans hereunder shall not become effective until the date on which each
of the following conditions is satisfied (or waived in accordance with Section
9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from the Borrower, the Administrative Agent and each Lender
         either (i) counterparts of this Agreement signed on behalf of each such
         party or (ii) written evidence satisfactory to the Administrative Agent
         (which may include telecopy transmission of a signed signature page of
         this Agreement) that each such party has signed a counterpart of this
         Agreement.

                  (b) The Administrative Agent shall have received favorable
         written opinions (addressed to the Administrative Agent and the Lenders
         and dated the Effective Date) of (i) Covington & Burling, counsel for
         the Borrower, substantially in the form of Exhibit E-1 and (ii) the
         General Counsel, the Associate General Counsel or an Assistant General
         Counsel of the Borrower, substantially in the form of Exhibit E-2, and
         covering such other matters relating to the Credit Parties, the Credit
         Documents or the Transactions as the Administrative Agent or the
         Majority Lenders shall reasonably request.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Credit Party, the authorization by the Credit Parties
         of the Transactions and any other legal matters relating to the
         Borrower, the other Credit Parties, the Credit Documents or the
         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                                       37

<PAGE>

                  (d) The Lenders shall have received drafts in substantially
         final form of the Borrower's Annual Report on Form 10-K for the fiscal
         year ended December 31, 2002, containing the Borrower's consolidated
         balance sheet and statements of income, stockholders' equity and cash
         flows as of the end of and for such fiscal year.

                  (e) The representations and warranties set forth in Article
         III shall be true and correct in all material respects on the Effective
         Date and the Administrative Agent shall have received a certificate
         signed by a Financial Officer to that effect.

                  (f) The Borrower and the other Credit Parties shall be in
         compliance with all the terms and provisions set forth herein and in
         the other Credit Documents in all material respects on their part to be
         observed or performed, and at the time of and immediately after the
         Effective Date, no Default shall have occurred and be continuing, and
         the Administrative Agent shall have received a certificate signed by a
         Financial Officer to that effect.

                  (g) the Convertible Term Loan Agreement dated as of February
         4, 1998, between the Borrower and Banque Nationale de Paris S.A.,
         Dublin Branch, as amended and in effect on the date hereof, shall have
         been terminated.

                  (h) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by the
         Borrower hereunder.

                  (i) The Administrative Agent shall have received (i) a
         completed Perfection Certificate dated the Effective Date and signed by
         a Financial Officer, together with all attachments contemplated
         thereby, and (ii) the results of a search of the Uniform Commercial
         Code (or equivalent) filings made with respect to the Credit Parties in
         the jurisdictions referred to in paragraph 1 of the Perfection
         Certificate and copies of the financing statements (or similar
         documents) disclosed by such search.

                  (j) the Administrative Agent shall have received from the
         Borrower and each Domestic Subsidiary (other than the Excluded
         Subsidiaries and the Consent Subsidiaries) a counterpart of the
         Guarantee and Collateral Agreement duly executed and delivered on
         behalf of the Borrower or such Subsidiary as a US Guarantor and (except
         in the case of a Subsidiary that shall have had consolidated assets of
         less than $10,000,000 at December 31, 2002) a US Facilities Grantor;

                  (k) the Collateral Agent shall have received certificates
         representing all Equity Interests (other than any uncertificated Equity
         Interests) pledged pursuant to the Guarantee and Collateral Agreement,
         together with undated stock powers or other instruments of transfer
         with respect thereto endorsed in blank;

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<PAGE>

                  (l) all Uniform Commercial Code financing statements and
         recordations with the United States Patent and Trademark Office and the
         Federal Aviation Administration required by law or reasonably requested
         by the Collateral Agent to be filed or recorded to perfect the Liens
         intended to be created on the US Facilities Collateral (to the extent
         such Liens may be perfected by filings under the Uniform Commercial
         Code as in effect in any applicable jurisdiction or by filings with the
         United States Patent and Trademark Office or the Federal Aviation
         Administration) shall have been filed or recorded or delivered to the
         Collateral Agent for filing or recording; and

                  (m) the Collateral Agent shall have received (i) counterparts
         of a Mortgage with respect to each Mortgaged Property, duly executed
         and delivered by the record owner of such Mortgaged Property, (ii) a
         policy or policies of title insurance issued by a nationally recognized
         title insurance company insuring the Lien of each such Mortgage as a
         valid first Lien on the Mortgaged Property described therein, free of
         any other Liens (other than Liens referred to in such policies of title
         insurance and acceptable to the Administrative Agent and Liens
         permitted by Section 6.02), together with such endorsements as the
         Collateral Agent or the Majority Lenders may reasonably request, and
         (iii) such legal opinions and other documents as shall reasonably have
         been requested by the Collateral Agent with respect to any such
         Mortgage or Mortgaged Property.

                  (n) The Commitments under its Amended and Restated 364-Day
         Credit Agreement dated as of August 13, 2002, shall have been
         terminated and all outstanding loans, interest, fees and other amounts
         accrued thereunder and under its Term Loan Agreement dated as of March
         30, 2001, as amended, shall have been paid in full.

The Collateral Agent may enter into agreements with the Borrower to grant
extensions of time for the perfection of security interests in or the obtaining
of surveys, title insurance, legal opinions or other documents with respect to
particular assets (including extensions beyond the Effective Date for the
perfection of security interests in the assets of the Grantors on such date)
where it determines that perfection cannot be accomplished without undue effort
or expense by the time or times at which it would otherwise be required by this
Agreement or the Security Documents. The Loans made, the application of the
proceeds thereof and the termination of existing Indebtedness on the Effective
Date shall be deemed to occur simultaneously.

                  The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date in writing, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans hereunder shall not become effective unless each of the foregoing
conditions shall have been satisfied (or waived pursuant to Section 9.02) at or
prior to 5:00 p.m., New York City time, on April 1, 2003 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).

                                       39

<PAGE>

                                   ARTICLE V

                              Affirmative Covenants

                  Until the Commitments shall have expired or been terminated
and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full, the Borrower covenants and agrees with the Lenders
that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 110 days
         after the end of each fiscal year of the Borrower, its audited
         consolidated balance sheet and related statements of income,
         stockholders' equity and cash flows as of the end of and for such year,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all reported on by PricewaterhouseCoopers or
         other independent public accountants of recognized national standing
         (without any qualification or exception as to the scope of such audit)
         to the effect that such consolidated financial statements present
         fairly in all material respects the financial condition and results of
         operations of the Borrower and its Consolidated Subsidiaries in
         accordance with GAAP consistently applied;

                  (b) as soon as available and in any event within 60 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of the Borrower, its consolidated balance sheet and related statements
         of income, stockholders' equity and cash flows as of the end of and for
         such fiscal quarter and the then elapsed portion of the fiscal year,
         setting forth in each case in comparative form the figures for the
         corresponding period or periods of (or, in the case of the balance
         sheet, as of the end of) the previous fiscal year, all certified by one
         of its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of the Borrower and
         its Consolidated Subsidiaries in accordance with GAAP consistently
         applied, subject to normal year-end audit adjustments and the absence
         of footnotes;

                  (c) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer (i)
         certifying as to whether a Default has occurred and, if a Default has
         occurred, specifying the details thereof and any action taken or
         proposed to be taken with respect thereto, (ii) demonstrating
         compliance with Sections 6.08, 6.09, 6.10 and 6.11 at the end of the
         period to which such financial statements relate and for each
         applicable period then ended, and (iii) stating whether any change in
         GAAP or in the application thereof has occurred since the date of the
         most recent audited financial statements delivered under clause (a)
         above (or, prior to the delivery of any such financial statements,
         since December 31, 2002) and, if any such change has occurred,
         specifying the effect of such change on the financial statements
         accompanying such certificate;

                                       40

<PAGE>

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the United States
         Securities and Exchange Commission, or any Governmental Authority
         succeeding to any or all of the functions of said Commission, or with
         any national securities exchange, or distributed by the Borrower to its
         shareholders generally, as the case may be;

                  (e) at the time of each delivery of financial statements under
         clause (a) or (b) above, and at such other times as the Borrower may
         determine, a certificate of a Financial Officer identifying each
         Domestic Subsidiary formed or acquired after the Effective Date and not
         previously identified in a certificate delivered pursuant to this
         paragraph, stating whether each such Domestic Subsidiary is a Consent
         Subsidiary and describing the factors that shall have led to the
         identification of any such Domestic Subsidiary as a Consent Subsidiary;

                  (f) from time to time, all information and documentation
         required to be delivered under Section 4.04 of the Guarantee and
         Collateral Agreement;

                  (g) at the time of each delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer of the
         Borrower certifying that the requirements of Section 5.08 have been
         satisfied in all material respects; and

                  (h) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of this Agreement, or the perfection of the security interests
         created by the Security Documents, as the Administrative Agent or any
         Lender may reasonably request.

Information required to be delivered pursuant to this Section 5.01 shall be
deemed to have been delivered if such information, or one or more annual or
quarterly reports containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be available on the website of the Securities and
Exchange Commission at http://www.sec.gov; provided that the Borrower shall
deliver paper copies of such information to any Lender that requests such
delivery. Information required to be delivered pursuant to this Section 5.01 may
also be delivered by electronic communications pursuant to procedures approved
by the Administrative Agent.

                  SECTION 5.02. Notices of Defaults. The Borrower will furnish
to the Administrative Agent and each Lender prompt written notice of the
occurrence of any Default, together with a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event
or development requiring such notice and any action taken or proposed to be
taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. The Borrower
will, and will cause each of the Subsidiaries to, do or cause to be done all
things necessary to

                                       41
<PAGE>

preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business, except to the extent that failures to keep in effect such rights,
licenses, permits, privileges and franchises would not be materially likely,
individually or in the aggregate for all such failures, to result in a Material
Adverse Change; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.04.

                  SECTION 5.04. Maintenance of Properties. The Borrower will,
and will cause each of the Subsidiaries to, keep and maintain all its property
in good working order and condition, ordinary wear and tear excepted, except to
the extent any failure to do so would not, individually or in the aggregate, be
materially likely to result in a Material Adverse Change (it being understood
that the foregoing shall not prohibit any sale of any assets permitted by
Section 6.06).

                  SECTION 5.05. Books and Records; Inspection and Audit Rights.
The Borrower will, and will cause each of the Subsidiaries to, keep books of
record and account sufficient to enable the Borrower to prepare the financial
statements and other information required to be delivered under Section 5.01.
The Borrower will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Administrative Agent (or by any Lender acting
through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of the Borrower) and to
discuss its affairs, finances and condition with its officers, all at such
reasonable times and as often as reasonably requested.

                  SECTION 5.06. Compliance with Laws. The Borrower will, and
will cause each of the Subsidiaries to, comply with all laws, including
Environmental Laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

                  SECTION 5.07. Insurance. The Borrower will, and will cause
each of the Subsidiaries to, maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are
customary among companies of established reputation engaged in the same or
similar businesses and operating in the same or similar locations, except to the
extent the failure to do so would not be materially likely to result in a
Material Adverse Change. The Borrower will furnish to the Administrative Agent
or any Lender, upon request, information in reasonable detail as to the
insurance so maintained.

                  SECTION 5.08. Guarantees and Collateral. (a) In the event that
there shall at any time exist any Domestic Subsidiary (other than an Excluded
Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and
Collateral Agreement, the Borrower will promptly notify the Collateral Agent
(including in such notice the information that would have been required to be
set forth with respect to such Subsidiary in the Perfection Certificate if such
Subsidiary had been one of the Grantors listed

                                       42

<PAGE>

therein) and will, within 30 days (or such longer period as may be reasonable
under the circumstances) after such notification, deliver to the Collateral
Agent a supplement to the Guarantee and Collateral Agreement, in substantially
the form specified therein, duly executed and delivered on behalf of such
Domestic Subsidiary, pursuant to which such Domestic Subsidiary will become a
party to and a US Guarantor and, if it elects to become a US Facilities Grantor
or if its consolidated assets are greater than $10,000,000 as of December 31,
2002, or if later, as of the end of the most recent fiscal quarter for which
financial statements have been delivered pursuant to Section 5.01(a) or (b), a
US Facilities Grantor, in each case as defined in the Guarantee and Collateral
Agreement.

                  (b) In the event that the Borrower or any other Grantor shall
at any time directly own any Equity Interests of any Subsidiary (other than (i)
Equity Interests in any Subsidiary with consolidated assets not greater than
$10,000,000 as of December 31, 2002, or if later, as of the end of the most
recent fiscal quarter for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), (ii) Equity Interests in any Excluded
Subsidiary or Consent Subsidiary and (iii) Equity Interests already pledged in
accordance with this paragraph or Section 4.01(l)), the Borrower will promptly
notify the Collateral Agent and will, within 30 days (or such longer period as
may be reasonable under the circumstances) after such notification, cause such
Equity Interests to be pledged under the Guarantee and Collateral Agreement and
cause to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Foreign Subsidiary if a Financial Officer shall have
delivered a certificate to the Administrative Agent certifying that the Borrower
has determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect materially and adversely the ability of
such Person to conduct its business in such jurisdiction..

                  (c) In the event that the Borrower or any other Grantor shall
at any time directly own any Equity Interests of any Material Foreign Subsidiary
(other than Equity Interests already pledged in accordance with this paragraph
and Equity Interests in any Consent Subsidiary), the Borrower will promptly
notify the Collateral Agent and will take all such actions as the Collateral
Agent shall reasonably request and as shall be available under applicable law to
cause such Equity Interests to be pledged under a Foreign Pledge Agreement and
cause to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Person if a Financial Officer shall have delivered a
certificate to the Administrative Agent certifying that the Borrower has
determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect

                                       43

<PAGE>

materially and adversely the ability of such Person to conduct its business in
such jurisdiction.

                  (d) In the event that the Borrower or any other Grantor shall
at any time own any Material Intellectual Property (other than Material
Intellectual Property as to which the actions required by this paragraph have
already been taken), the Borrower will promptly notify the Collateral Agent and
will file all Uniform Commercial Code financing statements and recordations with
the Patent and Trademark Office as shall be required by law or reasonably
requested by the Collateral Agent to be filed or recorded to perfect the Liens
intended to be created on the US Facilities Collateral (to the extent such Liens
may be perfected by filings under the Uniform Commercial Code as in effect in
any applicable jurisdiction or by filings with the United States Patent and
Trademark Office); provided, that if the consents of Persons other than the
Borrower and the Wholly Owned Subsidiaries would be required under applicable
law or the terms of any agreement in order for a security interest to be created
in any Material Intellectual Property under the Guarantee and Collateral
Agreement, a security interest shall not be required to be created in such
Material Intellectual Property prior to the obtaining of such consents. The
Borrower will endeavor in good faith to obtain any consents required to permit
any security interest in Material Intellectual Property to be created under the
Guarantee and Collateral Agreement.

                  (e) The Borrower will, and will cause each Subsidiary to,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions, as may be reasonably requested
by the Collateral Agent in order to cause the security interests purported to be
created by the Security Documents or required to be created under the terms of
this Agreement to constitute valid security interests, perfected in accordance
with this Agreement.

                  (f) During the period of 45 days after the Effective Date, the
Borrower will endeavor in good faith to obtain any consents of third parties
required in order for each Domestic Subsidiary listed on Part II of Schedule
1.01A to execute the Guarantee and Collateral Agreement as a US Guarantor and,
if its consolidated assets are greater than $10,000,000 as of December 31, 2002,
or if later, as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b), a US
Facilities Grantor and perform its obligations thereunder, or in order for
Equity Interests of each such Subsidiary to be pledged under the Security
Documents, as the case may be, and shall advise the Collateral Agent in writing
whether such consents have been obtained, and if such consents have been
obtained, will cause such Domestic Subsidiary to execute the Guarantee and
Collateral Agreement as provided in paragraph (a) above or cause the Equity
Interests of each such Domestic Subsidiary to be pledged under the Security
Documents, as provided in paragraph (b) above, as the case may be.

                                       44

<PAGE>

                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments shall have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

                  SECTION 6.01. Indebtedness and Preferred Equity Interests. The
Borrower will not, and will not permit any Consolidated Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, or issue any preferred stock
or other preferred Equity Interests, except:

                  (a) Indebtedness under this Agreement (and related
         Indebtedness under the Security Documents);

                  (b) Indebtedness under the other New Facilities Credit
         Agreements (and related Indebtedness under the Security Documents) in
         an amount for each New Facilities Credit Agreement not greater than the
         aggregate amount of the outstanding loans and unfunded commitments of
         the lenders thereunder on the Effective Date, and additional
         Indebtedness that may be incurred under the ABL Facilities that does
         not result in the aggregate principal amount of Indebtedness under the
         ABL Facilities exceeding $1,600,000,000;

                  (c) other Indebtedness existing (or incurred pursuant to
         commitments to lend existing) on March 31, 2003, substantially all of
         which is set forth or described in Schedule 6.01 (as such Schedule 6.01
         shall be modified in connection with the delivery of financial
         statements in respect of the fiscal period ended on March 31, 2003);

                  (d) Indebtedness owed to the Borrower or any Subsidiary and
         permitted under Section 6.05(b);

                  (e) Guarantees expressly permitted under Section 6.05;

                  (f) Indebtedness of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance (it being
         understood that Indebtedness of Goodyear S.A., organized under the laws
         of Luxembourg, existing on the date hereof shall be counted against the
         limitation set forth in this Section 6.01(f) from and after the date on
         which it becomes secured)) in an aggregate principal amount (excluding
         Indebtedness existing or incurred under the other clauses of this
         Section 6.01 and under Section 6.05(b)) not greater than $200,000,000
         outstanding at any time;

                                       45

<PAGE>

                  (g) Securitization Transactions (other than those permitted by
         Sections 6.01(j) and (l)) in an aggregate amount not greater than
         $275,000,000 outstanding at any time;

                  (h) Indebtedness of the Borrower or any Subsidiary incurred to
         finance the acquisition, construction or improvement of any fixed or
         capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof; provided that such Indebtedness is incurred prior to or within
         180 days after such acquisition or the completion of such construction
         or improvement;

                  (i) Attributable Debt of the Borrower or any Subsidiary
         incurred pursuant to Sale and Leaseback Transactions permitted by
         Section 6.03;

                  (j) Indebtedness of any Person that becomes a Subsidiary after
         the date hereof as a result of a transaction expressly permitted under
         Section 6.05(e); provided that such Indebtedness exists at the time
         such Person becomes a Subsidiary and is not created in contemplation of
         or in connection with such Person becoming a Subsidiary;

                  (k) obligations of the Borrower and the Subsidiaries existing
         on the date hereof (other than Guarantees, Securitization Transactions
         and Sale and Leasebacks) that would not constitute Indebtedness that
         would appear as liabilities on a consolidated balance sheet of the
         Borrower under GAAP as in effect on the date hereof and that, as a
         result of changes in GAAP after the date hereof, shall be required to
         be reflected on such a balance sheet as liabilities;

                  (l) Indebtedness of any Subsidiary that is not a Consolidated
         Subsidiary under GAAP as in effect on the date hereof (and in the event
         that any such Subsidiary shall become a Consolidated Subsidiary,
         Indebtedness of such Subsidiary existing at the time it becomes a
         Consolidated Subsidiary);

                  (m) any extension, renewal, refinancing or replacement of any
         Indebtedness referred to in any of clauses (a) through (l) above that
         does not increase the outstanding principal amount thereof (except to
         the extent necessary to pay the fees, expenses, underwriting discounts
         and prepayment premiums in connection therewith) or change the parties
         directly or indirectly responsible for the payment of such
         Indebtedness; provided that (i) any such refinancing or replacement
         Indebtedness shall not shorten the maturity of the Indebtedness
         refinanced or replaced or add a requirement not previously applicable
         to the Indebtedness refinanced or replaced that such Indebtedness be
         prepaid, redeemed, repurchased or defeased on one or more scheduled
         dates or upon the happening of one or more events (other than events of
         default or change of control events) before the maturity of the
         Indebtedness refinanced or replaced and (ii) any such refinancing or
         replacement of Indebtedness under any revolving credit or similar

                                       46

<PAGE>

         facility shall be accompanied by the termination of the portion of the
         commitments under such facility under which such refinanced or replaced
         Indebtedness shall have been outstanding;

                  (n) Indebtedness arising from the honoring of a check, draft
         or similar instrument presented by the Borrower or a Subsidiary against
         insufficient funds;

                  (o) Indebtedness pursuant to any Swap Agreement entered into
         to hedge against risks to which the businesses of the Borrower and the
         Subsidiaries are exposed, and not for speculative purposes;

                  (p) unsecured surety and performance bonds entered into in the
         ordinary course of business and not securing Indebtedness;

                  (q) other unsecured Indebtedness for borrowed money of the
         Borrower, or preferred Equity Interests of the Borrower ("Permitted
         Preferred Stock"), or any combination thereof, not maturing or required
         to be prepaid, redeemed, repurchased or defeased prior to the Maturity
         Date, whether on one or more scheduled dates or upon the happening of
         one or more events (other than events of default (or similar events
         relating to Equity Interests) or change of control events), and any
         Guarantee of such Indebtedness provided by any Subsidiary that is a US
         Guarantor under the Guarantee and Collateral Agreement that is
         subordinated to the Obligations on terms in no material respect less
         favorable to the Lenders than market terms prevailing at the time such
         Guarantee is issued; provided that the aggregate principal or stated
         amount of such Indebtedness (or of the Indebtedness it Guarantees) or
         preferred Equity Interests created or assumed pursuant to this clause
         (q) and outstanding at any time, without duplication, shall not exceed
         $1,000,000,000; provided further, that for purposes of this paragraph,
         any trust preferred stock or similar preferred Equity Interest issued
         by a special purpose entity substantially all the assets of which
         consist of Indebtedness or preferred Equity Interests of the Borrower
         will be deemed to be a preferred Equity Interest of the Borrower;

                  (r) a Securitization Transaction in an aggregate amount not
         greater than $15,000,000 outstanding at any time involving accounts
         receivable, rights to future lease payments or residuals or other
         financial assets, and related property of Goodyear Australia Pty
         Limited; and

                  (s) other Indebtedness in an aggregate amount at any time
         outstanding not to exceed $25,000,000.

                  SECTION 6.02. Liens. The Borrower will not, and will not
permit any Consolidated Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof (other than sales of delinquent receivables and sales
of receivables in the ordinary course of business

                                       47

<PAGE>

(other than Securitization Transactions and factoring transactions) for the
purpose of accelerating collection of such receivables), except:

                  (a) Liens created under the New Facility Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Subsidiary existing on the Effective Date and set forth in Schedule
         6.02; provided that (i) such Lien shall not apply to any other property
         or asset of the Borrower or any Subsidiary and (ii) such Lien shall
         secure only those obligations which it secures on the Effective Date
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien secures Indebtedness permitted by clause
         (h) or (j) of Section 6.01, (ii) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Subsidiary, as the case may be, (iii) such Lien shall not
         apply to any other property or assets of the Borrower or any
         Subsidiary, and (iv) such Lien shall secure only those obligations
         which it secures on the date of such acquisition or the date such
         Person becomes a Subsidiary, as the case may be, and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (e) Liens on assets acquired, constructed or improved by the
         Borrower or any Subsidiary; provided that (i) such Liens secure
         Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such
         Liens and the Indebtedness secured thereby are incurred prior to or
         within 180 days after such acquisition or the completion of such
         construction or improvement, (iii) the Indebtedness secured thereby
         does not exceed the cost of acquiring, constructing or improving such
         assets and (iv) such Liens shall not apply to any other property or
         assets of the Borrower or any Subsidiary;

                  (f) Liens on assets of Foreign Subsidiaries (other than the
         European JV and its subsidiaries and Luxembourg Finance) securing
         Indebtedness incurred under Section 6.01(f);

                  (g) Liens in connection with Securitization Transactions
         permitted under Section 6.01(g) and (r);

                  (h) Liens in connection with Sale and Leaseback Transactions
         permitted by Section 6.03;

                                       48

<PAGE>

                  (i) Liens on specific items of inventory or other goods (and
         proceeds thereof) securing obligations in respect of bankers'
         acceptances issued for the account of the Borrower or a Subsidiary to
         facilitate the purchase, shipment or storage of such items of inventory
         or other goods;

                  (j) Liens on specific items of inventory or other goods and
         related documentation (and proceeds thereof) securing reimbursement
         obligations in respect of trade letters of credit issued to ensure
         payment of the purchase price for such items of inventory or other
         goods;

                  (k) any interest of a lessor in property subject to an
         operating lease;

                  (l) Liens referred to in policies of title insurance with
         respect to Mortgaged Property delivered to the Administrative Agent
         prior to the Effective Date; and

                  (m) other Liens on assets not constituting Collateral;
         provided that the aggregate amount of the Indebtedness and other
         obligations secured by such Liens shall at no time exceed $25,000,000.

                  SECTION 6.03. Sale and Leaseback Transactions. The Borrower
will not, and will not permit any of the Consolidated Subsidiaries to, enter
into or be party to any Sale and Leaseback Transaction other than (a) Sale and
Leaseback Transactions existing on the date hereof and any replacement Sale and
Leaseback Transactions that do not involve assets other than those subject to
the Sale and Leaseback Transactions they replace and do not increase the
Attributable Debt related thereto and (b) other Sale and Leaseback Transactions
the aggregate outstanding Attributable Debt in respect of which does not exceed
$100,000,000.

                  SECTION 6.04. Fundamental Changes. The Borrower will not, and
will not permit any Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) assets (including capital stock of Subsidiaries) constituting
all or substantially all the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any other
Subsidiary in a transaction in which the surviving entity is a Subsidiary;
except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii)
any sale of a Subsidiary made in accordance with Section 6.06 may be effected by
a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary;
provided that any Investment that takes the form of a merger or consolidation
(other than any merger or consolidation involving the Borrower) that is
expressly permitted by Section 6.05 shall be permitted under this Section 6.04.

                                       49

<PAGE>

                  SECTION 6.05. Investments, Loans, Advances and Guarantees. The
Borrower will not, and will not permit any of the Consolidated Subsidiaries to,
purchase or acquire (including pursuant to any merger with any Person that was
not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences
of Indebtedness or securities (including any option, warrant or other right to
acquire any of the foregoing) of, make any loans or advances to, make any
Guarantee of any obligations of, or make any investment in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment" in such Person), except:

                  (a) Permitted Investments;

                  (b) Investments by the Borrower and the Subsidiaries in
         Subsidiaries or the Borrower; provided that no Investment shall made by
         any Credit Party in a Subsidiary that is not a Credit Party pursuant to
         this clause (b) except (i) Investments (A) to fund working capital
         needs of such Subsidiary, (B) to replace amounts available under credit
         facilities or other financings of such Subsidiary existing on the date
         hereof that shall have matured or shall have been terminated or
         reduced, (C) to cover losses from operations of such Subsidiary and (D)
         to provide funds for Capital Expenditures or acquisitions permitted to
         be made by such Subsidiary; provided further, that Equity Interests in
         the European JV or any subsidiary thereof may not be transferred to any
         Subsidiary that is not the European JV or any subsidiary thereof;

                  (c) any Investment by a Credit Party in a Consolidated
         Subsidiary that is not a Credit Party in the form of a transfer of
         assets used in or directly relating to any manufacturing process (but
         excluding any cash or financial asset) from a jurisdiction having
         higher manufacturing costs to a jurisdiction having lower manufacturing
         costs, provided that the aggregate book value of all assets subject to
         all such transfers from and after the Effective Date shall not exceed
         $250,000,000; and any Investment by Goodyear Dunlop Tires NA in a
         Consolidated Subsidiary;

                  (d) Guarantees expressly permitted under Section 6.01;

                  (e) on or after June 30, 2003, the acquisition of any Equity
         Interest; provided that the aggregate consideration paid by the
         Borrower and the Subsidiaries in all such acquisitions (including
         Indebtedness assumed by the Borrower or any Subsidiary) shall not
         exceed $100,000,000 plus the aggregate Net Cash Proceeds from
         Prepayment Events after the date hereof that (i) shall not have been
         required to be applied to prepay loans under any of the New Facilities
         Credit Agreements and (ii) shall not have been used to make Capital
         Expenditures that would otherwise have been prohibited by Section 6.08;

                  (f) Guarantees not permitted by any other clause of this
         Section 6.05 incurred in the ordinary course of business and consistent
         with past practices in an

                                       50

<PAGE>

         aggregate amount for all such Guarantees at any time outstanding not
         exceeding $50,000,000;

                  (g) Investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (h) Investments for consideration consisting solely of common
         stock of the Borrower;

                  (i) Equity Interests and debt obligations obtained by the
         Borrower or any Subsidiary as consideration for any asset sale
         permitted under Section 6.06;

                  (j) Investments in Persons in which the Borrower or any
         Subsidiary has an Equity Interest on the date hereof, including
         Wingfoot Commercial Tire Systems LLC, SAVA Tires Joint Venture Holding
         d.o.o. and South Pacific Tyres that are (i) required to be made as a
         result of the exercise by other holders of Equity Interests in such
         joint ventures of put options or (ii) required to avoid dilution of the
         Borrower's or such Subsidiary's percentage ownership interest therein
         and in an aggregate amount not greater than $200,000,000 during the
         term of this Agreement;

                  (k) Investments that are included in Capital Expenditures for
         the respective periods during which such Investments are made and that
         are permitted under Section 6.08;

                  (l) the purchase of Equity Interests in Sava Joint Venture
         Holding d.o.o.;

                  (m) loans and advances to officers and employees of the
         Borrower and its Subsidiaries in the ordinary course of business;

                  (n) Investments in prepaid expenses in the ordinary course of
         business or in respect of required pension fund contributions;

                  (o) negotiable instruments held for collection and lease,
         utility, workers' compensation, performance and other similar deposits
         in the ordinary course of business;

                  (p) Investments in any Subsidiary that engages in no
         activities other than those related to a Securitization Transaction in
         order to capitalize such Subsidiary at a level customary for a
         securitization vehicle in such a transaction;

                  (q) Investments constituting loans or advances by the European
         J.V. or any J.V. Subsidiary (as defined in the European Facilities
         Agreement) to the Borrower or any of its Subsidiaries (other than the
         European J.V., its Subsidiaries and Luxembourg Finance) as part of cash
         management consistent with past practices in an aggregate amount for
         all such Investments at any time outstanding

                                       51

<PAGE>

         not exceeding $75,000,000, other Investments the proceeds of which are
         used (i) to repay Loans or (ii) if there are no outstanding Loans, to
         reduce commitments under the US Revolving Facility in an amount equal
         to the amount of such Investments;

                  (r) Investments of the proceeds of any Securitization
         Transaction under Section 6.01(r) in South Pacific Tyres; and

                  (s) Investments not permitted by any other clause of this
         Section in an aggregate amount at any time outstanding not greater than
         $25,000,000.

                  SECTION 6.06. Asset Dispositions. The Borrower will not, and
will not permit any of the Consolidated Subsidiaries to, sell, transfer, lease
or otherwise dispose of (each a "Sale") any asset, including any Equity
Interest, owned by it, nor will the Borrower permit any of the Subsidiaries to
issue any additional Equity Interest in such Subsidiary, except:

                  (a) Sales in the ordinary course of business of inventory and
         worn out or surplus equipment and Permitted Investments, and Sales in
         the ordinary course of business and consistent with past practices of
         assets other than property, plant, Investments in Subsidiaries and
         Intellectual Property; provided that licensing of Intellectual Property
         in the ordinary course of business and consistent with past practices
         shall be permitted;

                  (b) Sales to the Borrower or a Subsidiary; provided that any
         such sale, transfer or disposition by a Credit Party to a Subsidiary
         that is not a Credit Party shall be made in compliance with Section
         6.05;

                  (c) the Sale of Equity Interests in Sava Joint Venture Holding
         d.o.o. to the European JV or any Subsidiary thereof (and any sale of
         such Equity Interests to the Borrower in connection therewith);

                  (d) Sales of accounts receivable or interests therein in
         Securitization Transactions permitted under Sections 6.01(g) and (r);

                  (e) Sales of assets in Sale and Leaseback Transactions
         permitted under Section 6.03;

                  (f) Sales of any Equity Interests in any Person that is not a
         Subsidiary;

                  (g) Sales to Persons other than the Borrower or any Subsidiary
         of assets listed on Schedule 6.06; provided that (i) at least 50% of
         the consideration received in each such Sale of the assets listed on
         Part I of Schedule 6.06 shall consist of cash and (ii) at least 75% of
         the consideration received in each other such Sale listed on Part II of
         Schedule 6.06 shall consist of cash;

                                       52

<PAGE>

                  (h) Sales to the extent the aggregate value of the
         consideration received in any such Sale or series of related Sales does
         not exceed $10,000,000;

                  (i) Investments expressly permitted by Section 6.05; and

                  (j) Sales (other than Sales of accounts receivable or
         inventory) that are not permitted by any other clause of this Section
         6.06; provided that (i) the aggregate consideration received in respect
         of all such Sales in reliance upon this clause (j) shall not exceed
         $250,000,000 in the aggregate, (ii) all Sales permitted pursuant to
         this clause (j) shall be made for fair value, as reasonably determined
         by the Borrower, and (iii) at least 75% of the consideration received
         in each such Sale shall consist of cash.

                  SECTION 6.07. Restricted Payments. (a) The Borrower will not,
and will not permit any of the Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that (i) the
Borrower may declare and pay dividends payable solely in additional shares of
its common stock, (ii) so long as no Event of Default shall exist, the Borrower
may declare and pay cash dividends and other regularly scheduled distributions
on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make
Restricted Payments ratably with respect to any class of their respective Equity
Interests, (iv) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option or rights plans or other benefit plans for
management, employees, directors or consultants of the Borrower or any
Subsidiary and (v) the Borrower and its Subsidiaries may make Investments
expressly permitted under Section 6.05(j).

                  (b) The Borrower will not, nor will it permit any of the
Subsidiaries to, make or agree to make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property), except
payments or distributions made in common stock of the Borrower, to any Person
other than the Borrower or a Subsidiary in respect of principal of or interest
on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, defeasance, acquisition,
cancelation or termination of any Indebtedness of the Borrower or any
Subsidiary, except:

                  (i) payments and prepayments under this Agreement (ratably in
         accordance with the Commitments of the Lenders) and the other New
         Facilities Credit Agreements;

                  (ii) regularly scheduled and other mandatory interest and
         principal payments (including pursuant to sinking fund requirements) as
         and when due in respect of any Indebtedness;

                  (iii) refinancings of Indebtedness to the extent permitted by
         Section 6.01(m), including the payment of customary fees, costs and
         expenses in

                                       53

<PAGE>

         connection therewith, and including additional cash payments in an
         aggregate amount for all such refinancings not to exceed, in the case
         of any refinancing, 5% of the principal amount being refinanced; and

                  (iv) the payment of secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness.

                  SECTION 6.08. Capital Expenditures. The Borrower and the
Subsidiaries will not make Capital Expenditures in any period set forth below in
an amount greater than (a) the sum of (i) the amount set forth below for such
period and each prior period plus (ii) that portion of the aggregate Net Cash
Proceeds from Prepayment Events after the date hereof that shall not have been
required to be applied to prepay loans under any of the New Facilities Credit
Agreements (and shall not have been used to make Investments under Section
6.05(e) in excess of the $100,000,000 million limitation set forth therein)
minus (b) the aggregate amount of Capital Expenditures made during any prior
period set forth below:

<TABLE>
<CAPTION>
            Period                   Capital Expenditure Amount
            ------                   --------------------------
<S>                                  <C>
1/1/03 through 12/31/03                    $  360,000,000
1/1/04 through 12/31/04                    $  500,000,000
1/1/05 through Maturity Date               $  200,000,000
</TABLE>

                  SECTION 6.09. Interest Expense Coverage Ratio. The Borrower
will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense for any period of four consecutive fiscal quarters to be less
than 2.25 to 1.00.

                  SECTION 6.10. Consolidated Net Worth. The Borrower will not
permit Consolidated Net Worth at the end of any fiscal quarter to be less than
the amount set forth below for such date.

<TABLE>
<CAPTION>
Fiscal Quarter Ending                Minimum Amount
---------------------                --------------
<S>                                  <C>
 March 31, 2003                      2,800,000,000
 June 30, 2003                       2,800,000,000
 September 30, 2003                  2,800,000,000
 December 31, 2003                   2,800,000,000
 March 31, 2004                      2,500,000,000
 June 30, 2004                       2,500,000,000
 September 30, 2004                  2,500,000,000
</TABLE>

                                       54

<PAGE>

<TABLE>
<S>                                  <C>
 December 31, 2004                   2,500,000,000
 March 31, 2005                      2,000,000,000
</TABLE>

                  SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower
will not at any date permit the ratio of (a) Consolidated Senior Secured
Indebtedness at such date to (b) Consolidated EBITDA for the most recent period
of four consecutive fiscal quarters for which financial statements have been
delivered pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

                                  ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower shall fail to pay any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or any other Credit
         Document, when and as the same shall become due and payable, and such
         failure shall continue unremedied for a period of (i) in the case of
         fees and interest payable under Sections 2.08 and 2.09, respectively,
         five Business Days, and (ii) in the case of any other fees, interest or
         other amounts (other than those referred to in paragraph (a) above),
         five Business Days after the earlier of (A) the day on which a
         Financial Officer first obtains knowledge of such failure and (B) the
         day on which written notice of such failure shall have been given to
         the Borrower by the Administrative Agent or any Lender;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in any Credit Document or any amendment
         or modification thereof or waiver thereunder shall prove to have been
         incorrect when made or deemed made in any respect material to the
         rights or interests of the Lenders under the Credit Documents;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.03 (with
         respect to the Borrower's existence) or 5.08 or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Credit Document
         (other than those specified in clauses (a), (b) and (d) of this
         Article), and such failure shall continue

                                       55

<PAGE>

         unremedied for a period of 30 days after written notice thereof from
         the Administrative Agent to the Borrower (which notice will be given at
         the request of any Lender); provided, that the failure of any Credit
         Party to perform any covenant, condition or agreement made in any
         Credit Document (other than this Agreement) shall not constitute an
         Event of Default unless such failure shall be (i) wilful or (ii)
         material to the rights or interests of the Lenders under the Credit
         Documents;

                  (f) the Borrower or any Consolidated Subsidiary shall fail to
         make any payment of principal in respect of any Material Indebtedness
         at the scheduled due date thereof and such failure shall continue
         beyond any applicable grace period, or any event or condition occurs
         that results in any Material Indebtedness (other than any
         Securitization Transaction existing on the date hereof) becoming due or
         being required to be prepaid, repurchased, redeemed, defeased or
         terminated prior to its scheduled maturity; provided that this clause
         (f) shall not apply to (i) secured Indebtedness that becomes due as a
         result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (g) any event or condition occurs that continues beyond any
         applicable grace period and enables or permits the holder or holders of
         any Material Indebtedness (other than (i) any Securitization
         Transaction existing on the date hereof and (ii) any Material
         Indebtedness of any Foreign Subsidiary in an aggregate principal amount
         that is less than $50,000,000) or any trustee or agent on its or their
         behalf to cause such Material Indebtedness to become due, or to require
         the prepayment, repurchase, redemption, defeasance or termination
         thereof, prior to its scheduled maturity; provided that (i) no Event of
         Default shall occur under this paragraph (g) as a result of any event
         or condition relating to the ABL Credit Agreement or any Securitization
         Transaction, other than any default in the payment of principal or
         interest thereunder that does not result from a change in borrowing
         base eligibility criteria or reserves made by the administrative agent
         thereunder as to which there is good faith disagreement and (ii) this
         clause (g) shall not apply to (i) secured Indebtedness that becomes due
         as a result of the voluntary sale or transfer of the property or assets
         securing such Indebtedness in accordance with the terms and conditions
         of this Agreement or (ii) Material Indebtedness of any Foreign
         Subsidiary if the Borrower is unable, due to applicable law restricting
         Investments in such Foreign Subsidiary, to make an Investment in such
         Foreign Subsidiary to fund the payment of such Material Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in

                                       56

<PAGE>

         respect of the Borrower or any Material Subsidiary or its debts, or of
         a substantial part of its assets, under any Federal, state or foreign
         bankruptcy, insolvency, receivership or similar law now or hereafter in
         effect or (ii) the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for the Borrower or any
         Material Subsidiary or for a substantial part of its assets, and, in
         any such case, such proceeding or petition shall continue undismissed
         for 90 days or an order or decree approving or ordering any of the
         foregoing shall be entered;

                  (i) the Borrower or any Material Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief under any Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect, (ii) consent to the institution of, or fail to
         contest in a timely and appropriate manner, any proceeding or petition
         described in clause (h) of this Article, (iii) apply for or consent to
         the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) make a general
         assignment for the benefit of creditors or (v) take any action for the
         purpose of effecting any of the foregoing;

                  (j) the Borrower or any Material Subsidiary shall admit in
         writing its inability or fail generally to pay its debts as they become
         due;

                  (k) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events that have occurred, would be
         materially likely to result in a Material Adverse Change;

                  (l) Liens created under the Security Documents shall not be
         valid and perfected Liens on a material portion of the Collateral;

                  (m) any Guarantee of the Obligations under the Guarantee and
         Collateral Agreement shall fail to be a valid, binding and enforceable
         Guarantee of one or more Subsidiary Guarantors where such failure would
         constitute or be materially likely to result in a Material Adverse
         Change; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Majority Lenders shall, by notice to the Borrower, take any or
all of the following actions, at the same or different times: declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of

                                       57

<PAGE>

which are hereby waived by the Borrower; and in case of any event with respect
to the Borrower described in clause (h) or (i) of this Article, the principal of
the Loans then outstanding, together with accrued interest thereon and all fees
and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, in each case without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                                   The Agents

                  Each of the Lenders hereby irrevocably appoints the Agents as
its agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof and of
the other Credit Documents, together with such actions and powers as are
reasonably incidental thereto.

                  The bank or banks serving as the Agents hereunder shall have
the same rights and powers in their capacity as Lenders as any other Lender and
may exercise the same as though they were not Agents, and such bank or banks and
their Affiliates may accept deposits from, lend money to and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if they were not Agents hereunder.

                  The Agents shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Agents shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Agents shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information communicated to the Agents by or relating to the
Borrower or any Subsidiary. The Agents shall not be liable for any action taken
or not taken by them with the consent or at the request of the Majority Lenders
or the Lenders, as the case may be, or in the absence of their own gross
negligence or wilful misconduct. In addition, the Agents shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Agents by the Borrower or a Lender, and the Agents shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii)
the contents of any certificate, report or other document delivered hereunder or
in connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article III or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents.

                                       58

<PAGE>

                  The Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to them orally or by telephone and believed by them to
be made by the proper Person, and shall not incur any liability for relying
thereon. The Agents may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by them with
reasonable care, and shall not be liable for any action taken or not taken by
them in accordance with the advice of any such counsel, accountants or experts.

                  The Agents may perform any and all their duties and exercise
their rights and powers by or through any one or more sub-agents appointed by
the Agents. The Agents and any such sub-agent may perform any and all their
duties and exercise their rights and powers through their respective Affiliates.
The exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of the Agents and any such sub-agent.

                  Subject to the appointment and acceptance of a successor Agent
as provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor with the Borrower's written consent (which shall
not be unreasonably withheld or delayed and shall not be required from the
Borrower if an Event of Default has occurred and is continuing). If no successor
shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, with the
Borrower's written consent (which shall not be unreasonably withheld or delayed
and shall not be required if an Event of Default has occurred and is
continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office
in New York, New York. Upon the acceptance of its appointment as Agent hereunder
by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After an
Agent's resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Agents or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

                                       59

<PAGE>

                  Notwithstanding any other provision contained herein, each
Lender acknowledges that the Administrative Agent is not acting as an agent of
the Borrower and that the Borrower will not be responsible for acts or failures
to act on the part of the Administrative Agent.

                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. (a) Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy or e-mail,
as follows:

                  (i) if to the Borrower, to it at 1144 East Market Street,
         Akron, Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330)
         796-6502 or (330) 796-8836);

                  (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Janet Belden (Telecopy No. (212)
         552-5658); and

                  (iii) if to a Lender, to it at its address (or telecopy number
         or e-mail address) set forth in Schedule 2.01 or its Administrative
         Questionnaire.

                  (b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

                  (c) Any party hereto may change its address, telecopy number
or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
any of the Agents or any Lender in exercising any right or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any

                                       60

<PAGE>

other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Agents and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether any Agent or any
Lender may have had notice or knowledge of such Default at the time.

                  (b) No Credit Document or any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Credit Parties party thereto and the Administrative Agent or
Collateral Agent, as the case may be, with the consent of the Majority Lenders;
provided that no such agreement shall (i) increase or extend the expiration date
of the Commitment of any Lender without the written consent of such Lender, (ii)
reduce or forgive all or part of the principal amount of any Loan or reduce the
rate of interest thereon, or reduce any fee payable hereunder without the prior
written consent of each Lender affected thereby, (iii) postpone the scheduled
date of payment of the principal amount of any Loan or date for the payment of
any interest on any Loan, or reduce the amount of, waive or excuse any such
payment, without the prior written consent of each Lender adversely affected
thereby, (iv) release all or substantially all the Subsidiary Guarantors from
their Guarantees under the Guarantee and Collateral Agreement, or release all or
substantially all the Collateral from the Liens of the Security Documents,
without the written consent of each Lender, (v) change any provision of the
Guarantee and Collateral Agreement or any other Security Document to alter the
amount or allocation of any payment to be made to the Secured Parties without
the consent of each adversely affected Lender, (vi) change Section 2.14 in a
manner that would alter the pro rata sharing of any payment without the written
consent of each Lender adversely affected thereby, or (vii) change any of the
provisions of this Section or the definition of "Majority Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided,
further that no agreement shall amend, modify or otherwise affect the rights or
duties of the Collateral Agent under any Credit Document without the prior
written consent of such Agent.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Agents, the Arrangers and their Affiliates (including the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore, counsel for the Agents and
the Arrangers, and Allen & Overy and other local and foreign counsel for the
Agents and Arrangers, limited to one per jurisdiction, in connection with the
Security Documents and the creation and perfection of the Liens created thereby
and other local and foreign law matters) in connection with the arrangement and
syndication of the credit facilities provided for herein, the preparation,
execution, delivery and administration of this Agreement and the

                                       61

<PAGE>

other Credit Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket
expenses incurred by the Agents or any Lender, including the fees, charges and
disbursements of any counsel for the Agents or any Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made,
including all such out-of-pocket expenses incurred during any workout,
restructuring or similar negotiations in respect of such Loans. The Borrower
also shall pay all out-of-pocket expenses incurred by the Collateral Agent in
connection with the creation and perfection of the security interests
contemplated by this Agreement, including all filing, recording and similar fees
and, as more specifically set forth above, the reasonable fees and disbursements
of counsel (including foreign counsel in connection with Foreign Pledge
Agreements).

                  (b) The Borrower shall indemnify each Agent, the Arrangers,
each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an "Indemnitee") against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee), incurred by or asserted against any Indemnitee and arising out of
(i) the execution or delivery of this Agreement or any other Credit Document or
other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations or the exercise by the parties
hereto of their rights hereunder or thereunder or the consummation of the
Transactions or any other transactions contemplated hereby or thereby, (ii) any
Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses shall have
resulted from the gross negligence or wilful misconduct of such Indemnitee or
the breach by such Indemnitee of obligations set forth herein or in any other
Credit Document.

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to any Agent or Arranger under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to such Agent, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against such Agent or Arranger in its capacity as such.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto, the

                                       62

<PAGE>

Indemnitees and their respective successors and assigns permitted hereby, except
that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, Indemnitees, their respective successors and
assigns permitted hereby, Participants (to the extent provided in paragraph (c)
of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents, the Arrangers and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees (including any CLO
or other Approved Fund) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld or delayed) of:

                          (A) the Borrower; provided that no consent of the
                     Borrower shall be required for an assignment to a Lender,
                     an Affiliate of a Lender (other than an Approved Fund or
                     CLO), a Federal Reserve Bank or, if an Event of Default has
                     occurred and is continuing, any other assignee; and

                          (B) the Administrative Agent; provided that no consent
                     of the Administrative Agent shall be required for an
                     assignment to an assignee that is a Lender, an Affiliate of
                     a Lender, a Federal Reserve Bank or an Approved Fund.

                  (ii) Assignments shall be subject to the following additional
         conditions:

                          (A) except in the case of an assignment to a Lender or
                     an Affiliate of a Lender, the amount of the Commitment of
                     the assigning Lender subject to each such assignment
                     (determined as of the date the Assignment and Assumption
                     with respect to such assignment is delivered to the
                     Administrative Agent) shall not be less than $1,000,000 or,
                     if smaller, the entire remaining amount of the assigning
                     Lender's Commitment unless each of the Borrower and the
                     Administrative Agent shall otherwise consent, provided (i)
                     that no such consent of the Borrower shall be required if
                     an Event of Default has occurred and is continuing and (ii)
                     in the event of concurrent assignments to two or more
                     assignees that are Affiliates of one another, or to two or
                     more Approved Funds managed by the same investment advisor
                     or by affiliated investment advisors, all such concurrent
                     assignments shall be aggregated in determining compliance
                     with this subsection;

                                       63

<PAGE>

                          (B) each partial assignment shall be made as an
                     assignment of a proportionate part of all the assigning
                     Lender's rights and obligations under this Agreement;

                          (C) the parties to each assignment shall execute and
                     deliver to the Administrative Agent an Assignment and
                     Assumption, together with a processing and recordation fee
                     of $3,500; provided that in the event of concurrent
                     assignments to two or more assignees that are Affiliates of
                     one another, or to two or more Approved Funds managed by
                     the same investment advisor or by affiliated investment
                     advisors, only one such fee shall be payable; and

                          (D) the assignee, if it shall not be a Lender, shall
                     deliver to the Administrative Agent an Administrative
                     Questionnaire.

                  (iii) Subject to acceptance and recording thereof pursuant to
         paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all of the
         assigning Lender's rights and obligations under this Agreement, such
         Lender shall cease to be a party hereto but shall continue to be
         entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.03). Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 9.04 shall be treated
         for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with
         paragraph (c) of this Section. Each assignment hereunder shall be
         deemed to be an assignment of the related rights under the Guarantee
         and Collateral Agreement.

                  (iv) The Administrative Agent shall maintain at one of its
         offices a copy of each Assignment and Assumption delivered to it and a
         register for the recordation of the names and addresses of the Lenders,
         and the Commitment of, and principal amount of the Loans owing to, each
         Lender pursuant to the terms hereof from time to time (the "Register").
         The entries in the Register shall be conclusive, and the Borrower, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register pursuant to the terms hereof as a Lender
         hereunder for all purposes of this Agreement, notwithstanding notice to
         the contrary. The Register shall be available for inspection by the
         Borrower and any Lender, at any reasonable time and from time to time
         upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
         Assumption executed by an assigning Lender and an assignee, the
         assignee's completed

                                       64

<PAGE>

         Administrative Questionnaire (unless the assignee shall already be a
         Lender hereunder), the processing and recordation fee referred to in
         paragraph (b) of this Section and any written consent to such
         assignment required by paragraph (b) of this Section, the
         Administrative Agent shall accept such Assignment and Assumption and
         record the information contained therein in the Register. No assignment
         shall be effective for purposes of this Agreement unless it has been
         recorded in the Register as provided in this paragraph.

                  (vi) By executing and delivering an Assignment and Assumption,
         the assigning Lender thereunder and the assignee thereunder shall be
         deemed to confirm to and agree with each other and the other parties
         hereto as follows: (i) such assigning Lender warrants that it is the
         legal and beneficial owner of the interest being assigned thereby free
         and clear of any adverse claim and that its Commitment and the
         outstanding balances of its Loans, in each case without giving effect
         to assignments thereof that have not become effective, are as set forth
         in such Assignment and Assumption; (ii) except as set forth in clause
         (i) above, such assigning Lender makes no representation or warranty
         and assumes no responsibility with respect to any statements,
         warranties or representations made in or in connection with this
         Agreement or any other Credit Document or any other instrument or
         document furnished pursuant hereto or thereto, or the execution,
         legality, validity, enforceability, genuineness, sufficiency or value
         of any of the foregoing, or the financial condition of the Credit
         Parties or the performance or observance by the Credit Parties of any
         of their obligations under this Agreement or under any other Credit
         Document or any other instrument or document furnished pursuant hereto
         or thereto; (iii) each of the assignee and the assignor represents and
         warrants that it is legally authorized to enter into such Assignment
         and Assumption; (iv) such assignee confirms that it has received a copy
         of this Agreement, together with copies of any amendments or consents
         entered into prior to the date of such Assignment and Assumption and
         copies of the most recent financial statements delivered pursuant to
         Section 5.01 and such other documents and information as it has deemed
         appropriate to make its own credit analysis and decision to enter into
         such Assignment and Assumption; (v) such assignee will independently
         and without reliance upon the Agents, such assigning Lender or any
         other Lender and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Agreement; (vi) such assignee
         appoints and authorizes the Agents to take such action as agents on its
         behalf and to exercise such powers under this Agreement and the other
         Credit Documents as are delegated to them by the terms hereof and
         thereof, together with such powers as are reasonably incidental
         thereto; and (vii) such assignee agrees that it will perform in
         accordance with their terms all the obligations that by the terms of
         this Agreement are required to be performed by it as a Lender.

                  (c) (i) Any Lender may, without the consent of the Borrower,
or the Administrative Agent, sell participations to one or more banks or other
entities (each a

                                       65

<PAGE>

"Participant") in all or a portion of such Lender's rights and/or obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (A) such Lender's obligations under this Agreement
shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (C) the
Borrower, the Administrative Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver that
affects such Participant and that, under Section 9.02, would require the consent
of each affected Lender. Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.14(d) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.11 or 2.13 than the applicable Lender
         would have been entitled to receive with respect to the participation
         sold to such Participant, unless the sale of the participation to such
         Participant is made with the Borrower's prior written consent, which
         consent shall specifically refer to this exception. A Participant that
         would be a Foreign Lender if it were a Lender shall not be entitled to
         the benefits of Section 2.13 unless the Borrower is notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Borrower, to comply with Section 2.13(e) as though
         it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at

                                       66

<PAGE>

the time any credit is extended hereunder, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.11, 2.12, 2.13 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination and the Commitments or the termination of this Agreement or any
provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective as provided in Section 4.01. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing and the Loans shall have become due and payable
pursuant to Article VII, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                                       67

<PAGE>

                  (b) Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party hereto may
otherwise have to bring any action or proceeding relating to this Agreement in
the courts of any jurisdiction.

                  (c) Each party hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                                       68

<PAGE>

                  SECTION 9.12. Confidentiality. Each of the Agents and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors who have been informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority (including the NAIC), (c) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (d) to any other party to this Agreement, (e) to the extent
necessary or advisable in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the written consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to any Agent
or any Lender on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, "Information" means all information received
from the Borrower or Persons acting on its behalf relating to the Borrower or
its business, other than any such information that is available to any Agent or
any Lender prior to disclosure by the Borrower on a nonconfidential basis from a
source other than the Borrower that is not known by the recipient to be bound by
a confidentiality agreement or other obligation of confidentiality with respect
to such information. Notwithstanding anything herein to the contrary, any party
to this Agreement (and any employee, representative or other agent of such
party) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment and tax
structure, but no party shall disclose any information relating to such tax
treatment or tax structure to the extent nondisclosure is necessary in order to
comply with applicable securities laws.

                  SECTION 9.13. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest

                                       69

<PAGE>

thereon at the Alternate Base Rate to the date of repayment, shall have been
received by such Lender.

                  SECTION 9.14. Security Documents. Each Lender hereby
authorizes and directs the Collateral Agent to execute and deliver the Guarantee
and Collateral Agreement and each other Security Document. Each Lender, by
executing and delivering this Agreement, acknowledges receipt of a copy of the
Guarantee and Collateral Agreement and approves and agrees to be bound by and to
act in accordance with the terms and conditions of the Guarantee and Collateral
Agreement and each other Security Document, specifically including (i) the
provisions of Article VI of the Guarantee and Collateral Agreement (governing
the exercise of remedies under the Security Documents and the distribution of
the proceeds realized from such exercise), (ii) the provisions of Article VIII
of the Guarantee and Collateral Agreement (governing the manner in which Acts of
the Secured Parties are to be evidenced and the manner in which the amounts of
the Obligations and the other Obligations (as defined in the Guarantee and
Collateral Agreement) are to be determined at any time), (iii) the provisions of
Articles IX and X of the Guarantee and Collateral Agreement (relating to the
duties and responsibilities of the Collateral Agent and providing for the
indemnification and the reimbursement of expenses of the Collateral Agent by the
Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral
Agreement (providing for the subordination of certain Junior Liens (as defined
therein) in favor of the Secured Parties to the Applicable Senior Liens (as
defined therein)) and (v) the provisions of Section 13.13 of the Guarantee and
Collateral Agreement (providing for releases of Guarantees of and Collateral
securing the Obligations). Each party hereto further agrees that the provisions
of the foregoing provisions of the Guarantee and Collateral Agreement shall
apply to each other Security Document.

                                       70

<PAGE>

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

                                              THE GOODYEAR TIRE &
                                              RUBBER COMPANY,

                                              by
                                                 /s/ Stephanie W. Bergeron
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                              JPMORGAN CHASE BANK,
                                              individually and as Administrative
                                              Agent and Collateral Agent,

                                              by
                                                 /s/ B. Joseph Lillis
                                                 -------------------------------
                                                 Name:
                                                 Title:

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: ABN AMRO Bank N.V.

                  by /s/ Neil J. Bivona
                     -------------------------------
                     Name: NEIL. J. BIVONA
                     Title: SENIOR VICE PRESIDENT

                     /s/ David W. Stack
                     -------------------------------
                     DAVID W. STACK
                     GROUP VICE PRESIDENT

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Bank of America

                  by /s/ Thomas Biaggi
                     -------------------------------
                     Name: Thomas Biaggi
                     Title: Managing Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: The Bank of East Asia, Limited, New York Branch

                  by /s/ Jay F. Chen
                     -------------------------------
                     Name: Jay F. Chen
                     Title: Head of Credit

                  by /s/ Peng Wah Tang
                     -------------------------------
                     Name: Peng Wah Tang
                     Title: General Manager

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: THE BANK OF NEW YORK

                  by /s/ John M. Lokay, Jr.
                     -------------------------------
                     Name: JOHN M. LOKAY, JR.
                     Title: VICE PRESIDENT

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Bank One, NA

                  by /s/ Gaye C. Plunkett
                     -------------------------------
                     Name: Gaye C. Plunkett
                     Title: First Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                  by /s/ Spencer Hughes
                     -------------------------------
                     Name: Spencer Hughes
                     Title: Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Banca Intesa S.p.A., New York Branch

                  by /s/ Frank Maffei
                     -------------------------------
                     Name: Frank Maffei
                     Title: Vice President

                  by /s/ Massimo Fiore
                     -------------------------------
                     Name: Massimo Fiore
                     Title: Assistant Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BANCA NAZIONALE DEL LAVORO S.p.A., NEW YORK BRANCH

                  by /s/ Francesco DiMario
                     -------------------------------
                     Name: Francesco DiMario
                     Title: Vice President

                  by /s/ Leonardo Valentini
                     -------------------------------
                     Name: Leonardo Valentini
                     Title: First Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BARCLAYS BANK PLC

                  by /s/ Nicholas Bell
                     -------------------------------
                     Name: Nicholas Bell
                     Title: Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

BNP PARIBAS

By /s/ Frederick H. Moryl, Jr.
   -----------------------------
   Name: Frederick H. Moryl, Jr.
   Title: Managing Director

By /s/ Peter Labrie
   -----------------------------
   Name: Peter Labrie
   Title: Central Region Manager

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: CIBC Inc.

                  by /s/ Charles D. Mulkeen
                     -------------------------------
                     Name: Charles D. Mulkeen
                     Title: Executive Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Citibank, N.A.

                  by /s/ Jonathan D. Calder
                     -------------------------------
                     Name: Jonathan D. Calder
                     Title: Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Citicorp USA, Inc

                  by /s/ Brian Ike
                     -------------------------------
                     Name: Brian Ike
                     Title: Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                                COMMERZEBANK
                             AKTIENGESELLSCHAFT
Name of Institution: NEW YORK AND GRAND CAYMAN BRANCHES

                  by /s/ Graham A. Warning         /s/ John Marlatt
                     ---------------------------------------------------
                     Name: Graham A. Warning       Name: John Marlatt
                     Title: Assistant Treasurer    Title:  Senior Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Credit Lyonnais New York Branch

                  by /s/ Guido Van Hauwermeiren
                     -------------------------------
                     Name: Guido Van Hauwermeiren
                     Title: Senior Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Credit Suisse First Boston, Cayman Islands Branch

                  by /s/ Mark E. Gleason
                     -------------------------------
                     Name: Mark E. Gleason
                     Title: Director

                  by /s/ Cassandra Droogan
                     -------------------------------
                     Name: Cassandra Droogan
                     Title: Associate

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                  DEUTSCHE BANK AG, NEW YORK BRANCH

                  by /s/ Michael Dietz
                     -------------------------------
                     Name: Michael Dietz
                     Title: Director

                  by /s/ Hans-Josef Thiele
                     -------------------------------
                     Name: Hans-Josef Thiele
                     Title: Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

                     DRESDNER BANK AG NEW YORK
Name of Institution: AND GRAND CAYMAN BRANCHES

                  by /s/ James M. Gallagher
                     -------------------------------
                     Name: JAMES M. GALLAGHER
                     Title: DIRECTOR

                  by /s/ Sanjeev Malhotra
                     -------------------------------
                     Name: Sanjeev Malhotra
                     Title: Associate

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Fifth Third Bank

                  by /s/ Martin H. McGinty
                     -------------------------------
                     Name: Martin H. McGinty
                     Title: Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: IKB Capital Corporation

                  by /s/ Wolfgang Boeker
                     -------------------------------
                     Name: Wolfgang Boeker
                     Title: Senior Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: JPMORGAN CHASE BANK

                  by /s/ B. Joseph Lillis
                     -------------------------------
                     Name: B. Joseph Lillis
                     Title: Managing Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: KBC BANK N.V.

                  by /s/ Rik Scheerlinck            /s/ William Cavanaugh
                     -----------------------------------------------------
                     Name: Rik Scheerlinck           Name: William Cavanaugh
                     Title: Sr. Vice President &     Title: Vice President
                            General Manager

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: KeyBank National Association

                  by /s/ W. Robert Perkins
                     -------------------------------
                     Name: W. Robert Perkins
                     Title: Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Mizuho Corp. Bank, Ltd., NY Branch

                  by /s/ Robert P. Gallagher, Jr.
                     -------------------------------
                     Name: Robert P. Gallagher, Jr.
                     Title: VP & Team Leader

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Natexis Banques Populaires

                  by /s/ Nicolas Regent
                     -------------------------------
                     Name: Nicolas Regent
                     Title: Vice President Multinational Group

                  by /s/ Pieter J. von Tulder
                     -------------------------------
                     Name: Pieter J. von Tulder
                     Title: Vice President & Manager
                            Multinational Group

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: National City Bank

                  by /s/ Robert S. Coleman
                     -------------------------------
                     Name: Robert S. Coleman
                     Title: Senior Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: The Northern Trust Company

                  by /s/ Craig Smith
                     -------------------------------
                     Name: Craig Smith
                     Title: Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: Royal Bank of Canada

                  by /s/ Scott Umbs
                     -------------------------------
                     Name: Scott Umbs
                     Title: Manager

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: SOCIETE GENERALE

                  by /s/ Anne-Marie Dumortier
                     -------------------------------
                     Name: Anne-Marie Dumortier
                     Title: Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: SUMITOMO MITSUI BANKING CORPORATION

                  by /s/ Leo E. Pagarigan
                     -------------------------------
                     Name: Leo E. Pagarigan
                     Title: Senior Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: STANDARD CHARTERED BANK

                  by /s/ Neil McCauley
                     -------------------------------
                     Name: Neil McCauley
                     Title: Executive Vice President

                  by /s/ Marc Chait
                     -------------------------------
                     Name: Marc Chait
                     Title: Senior Vice President

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: TAIPEIBANK, NEW YORK AGENCY

                  by /s/ Sophia Jing
                     -------------------------------
                     Name: Sophia Jing
                     Title: Vice President & General Manager

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: WACHOVIA BANK, NATIONAL ASSOCIATION

                  by /s/ Tom Bohrer
                     -------------------------------
                     Name: Tom Bohrer
                     Title: Director

<PAGE>

                                                                  SIGNATURE PAGE
                                                      TO THE TERM LOAN AGREEMENT
                                                       AMONG THE GOODYEAR TIRE &
                                                     RUBBER COMPANY, THE LENDERS
                                                                             AND
                                                         JPMORGAN CHASE BANK, as
                                                            Administrative Agent

Name of Institution: BAYERISCHE HYPO-UND VEREINSBANK, AG
                     NEW YORK BRANCH

                  by /s/ Ken Hamilton               /s/ Richard Cordover
                     ------------------------------------------------------
                     Name: Ken Hamilton             Name: Richard Cordover
                     Title: Director                Title: Director