<PAGE>

                                                                     EXHIBIT 4.4

                                                               EXECUTION VERSION

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

                    TERM LOAN AND REVOLVING CREDIT 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,

                               CITICORP USA, INC.,
                              as Syndication Agent,

                             BANK OF AMERICA, N.A.,
                             as Documentation Agent,

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                             as Documentation Agent

                                       and

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Documentation Agent

      J.P. MORGAN SECURITIES INC.,              SALOMON SMITH BARNEY INC.,
         as Joint Lead Arranger                   as Joint Lead Arranger
          and Joint Bookrunner                     and Joint Bookrunner

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

<PAGE>

                               TABLE OF CONTENTS

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                                   ARTICLE I.

                                   Definitions

SECTION 1.01. Defined Terms.....................................................    1
SECTION 1.02. Classification of Loans and Borrowings............................   34
SECTION 1.03. Foreign Currency Translation......................................   34
SECTION 1.04. Terms Generally...................................................   34
SECTION 1.05. Accounting Terms; GAAP............................................   35

                                   ARTICLE II.

                                   The Credits

SECTION 2.01. Commitments.......................................................   35
SECTION 2.02. Loans and Borrowings..............................................   35
SECTION 2.03. Requests for Borrowing............................................   36
SECTION 2.04. Funding of Borrowings.............................................   37
SECTION 2.05. Interest Elections................................................   37
SECTION 2.06. Termination of Commitments; Reductions of Commitments.............   39
SECTION 2.07. Repayment of Loans; Evidence of Debt..............................   39
SECTION 2.08. Prepayment of Loans...............................................   40
SECTION 2.09. Fees..............................................................   41
SECTION 2.10. Interest..........................................................   42
SECTION 2.11. Alternate Rate of Interest........................................   42
SECTION 2.12. Increased Costs...................................................   43
SECTION 2.13. Break Funding Payments............................................   44
SECTION 2.14. Taxes.............................................................   45
SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Setoffs........   46
SECTION 2.16. Mitigation Obligations; Replacement of Lenders....................   47

                                  ARTICLE III.

                         Representations and Warranties

SECTION 3.01. Organization; Powers..............................................   48
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                                                                               2

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SECTION 3.02. Authorization; Enforceability.....................................   49
SECTION 3.03. Governmental Approvals; No Conflicts..............................   49
SECTION 3.04. Financial Statements; No Material Adverse Change..................   49
SECTION 3.05. Litigation and Environmental Matters..............................   50
SECTION 3.06. Compliance with Laws and Agreements...............................   50
SECTION 3.07. Investment and Holding Company Status.............................   50
SECTION 3.08. ERISA.............................................................   50
SECTION 3.09. Disclosure........................................................   51
SECTION 3.10. Security Interests................................................   51
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..   52

                                   ARTICLE IV.

                                   Conditions

SECTION 4.01. Effective Date....................................................   52
SECTION 4.02. Each Credit Event.................................................   55

                                   ARTICLE V.

                              Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information........................   56
SECTION 5.02. Notices of Defaults...............................................   58
SECTION 5.03. Existence; Conduct of Business....................................   58
SECTION 5.04. Maintenance of Properties.........................................   58
SECTION 5.05. Books and Records; Inspection and Audit Rights; Access Rights.....   58
SECTION 5.06. Compliance with Laws..............................................   59
SECTION 5.07. Insurance.........................................................   59
SECTION 5.08. Guarantees and Collateral.........................................   60
SECTION 5.09. Borrowing Base Certificate........................................   61

                                   ARTICLE VI.

                               Negative Covenants

SECTION 6.01. Indebtedness and Preferred Equity Interests.......................   61
SECTION 6.02. Liens.............................................................   64
SECTION 6.03. Sale and Leaseback Transactions...................................   66
SECTION 6.04. Fundamental Changes...............................................   66
SECTION 6.05. Investments, Loans, Advances and Guarantees.......................   66
</TABLE>

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                                                                               3

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SECTION 6.06. Asset Dispositions................................................   69
SECTION 6.07. Restricted Payments...............................................   70
SECTION 6.08. Capital Expenditures..............................................   71
SECTION 6.09. Interest Expense Coverage Ratio...................................   71
SECTION 6.10. Consolidated Net Worth............................................   71

                                  ARTICLE VII.

                                Events of Default

                                  ARTICLE VIII.

                                   The Agents

                                   ARTICLE IX.

                                  Miscellaneous

SECTION 9.01. Notices...........................................................   77
SECTION 9.02. Waivers; Amendments; Increase of Commitments and Addition of
                Term or Revolving Tranches......................................   77
SECTION 9.03. Expenses; Indemnity; Damage Waiver................................   80
SECTION 9.04. Successors and Assigns............................................   81
SECTION 9.05. Survival..........................................................   85
SECTION 9.06. Counterparts; Integration; Effectiveness..........................   85
SECTION 9.07. Severability......................................................   85
SECTION 9.08. Right of Setoff...................................................   86
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process........   86
SECTION 9.10. WAIVER OF JURY TRIAL..............................................   87
SECTION 9.11. Headings..........................................................   87
SECTION 9.12. Confidentiality...................................................   87
SECTION 9.13. Interest Rate Limitation..........................................   88
SECTION 9.14. Security Documents................................................   88
</TABLE>

SCHEDULES:

Schedule 1.01    -- Consent Subsidiaries
Schedule 2.01    -- Commitments
Schedule 3.10(b) -- Material Trademarks
Schedule 6.01    -- Existing Indebtedness
Schedule 6.02    -- Existing Liens

<PAGE>

                                                                               4

Schedule 6.06    -- Asset Dispositions

EXHIBITS:

Exhibit A   -- Form of Borrowing Request
Exhibit B   -- Form of Interest Election Request
Exhibit C   -- Form of Promissory Note
Exhibit D   -- Form of Assignment and Assumption
Exhibit E   -- Form of Borrowing Base Certificate
Exhibit F-1 -- Form of Opinion of Borrower's Outside Counsel
Exhibit F-2 -- Form of Opinion of Borrower's General Counsel
Exhibit G   -- Form of Master Guarantee and Collateral Agreement

<PAGE>

                              TERM LOAN AND REVOLVING CREDIT AGREEMENT dated as
                         of March 31, 2003 (this "Agreement"), among THE
                         GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party
                         hereto; JPMORGAN CHASE BANK, as Administrative Agent;
                         CITICORP USA, INC., as Syndication Agent; BANK OF
                         AMERICA, N.A., as Documentation Agent; THE CIT
                         GROUP/BUSINESS CREDIT, INC., as Documentation Agent;
                         and GENERAL ELECTRIC CAPITAL CORPORATION, as
                         Documentation Agent.

                  As part of a refinancing and restructuring of certain bank
credit and receivables securitization facilities of the Borrower and the
Subsidiaries (the "Refinancing"), the Borrower has requested the Lenders, and
the Lenders are willing, to extend credit to the Borrower in the form of (a)
Term Loans on the Effective Date in an aggregate principal amount not in excess
of $800,000,000 and (b) Revolving Loans on the date hereof and at any time and
from time to time prior to the Maturity Date in an aggregate principal amount
not in excess of $500,000,000 at any time outstanding. 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 Term Loans and the Revolving 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 Collateral" has the meaning assigned to such
term in the Guarantee and Collateral Agreement.

                  "ABL Facilities Grantor" has the meaning assigned to such term
in the Guarantee and Collateral Agreement.

                  "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.

                  "Access Agreement" means a written agreement granting access
rights with respect to any Accounts or Inventory of the Borrower or any of the
other Grantors

<PAGE>

                                                                               2

located at any third party location, in form and substance reasonably
satisfactory to the Administrative Agent.

                  "Account" has the meaning specified in the UCC.

                  "Account Debtor" means the Person who is primarily obligated
under, with respect to or on account of an Account.

                  "Accounts Receivable Reserves" means, on any date, an amount
(calculated in accordance with the current and historical accounting practices
of the Borrower) equal to the sum of reserves for volume rebates, cash
discounts, Federal excise taxes and warranties maintained on the Borrower's
general ledger with respect to Eligible Accounts Receivable, in each case
without duplication of any amounts that are included in the Dilution Factors for
such period or excluded from the value of Eligible Accounts Receivable pursuant
to the definition thereof, and each such reserve to be subject to adjustment by
the Administrative Agent or the Majority Lenders in their discretion (not to be
exercised unreasonably) based on the results of collateral and borrowing base
evaluations and monitoring conducted by the Administrative Agent and its
designated representatives. Any such adjustment by the Administrative Agent or
the Majority Lenders shall be made by written notice to the Borrower setting
forth in reasonable detail the basis for such adjustment, and shall become
effective for purposes of the first Borrowing Base Certificate that is delivered
pursuant to Section 5.09 at least five Business Days after the date of receipt
by the Borrower of such written notice.

                  "Additional Inventory Reserves" means, on any date, an amount
equal to the sum of the following reserves established by the Administrative
Agent with respect to Eligible Inventory, without duplication of any deductions
made pursuant to the definitions of "Eligible Inventory", "Inventory Reserves"
and "Inventory Value":

                  (a) a reserve for "slow moving" Eligible Inventory equal to
         75% of the amount in excess of a 12 month supply on hand;

                  (b) a reserve for (i) private label Eligible Inventory
         relating to the North America Tire Division and (ii) private label
         Eligible Inventory relating to the Engineered Products Division;

                  (c) a reserve for freight, duties and insurance for Eligible
         Inventory representing in transit Inventory equal to $5,000,000;

                  (d) a reserve for shrink or discrepancies that arise
         pertaining to Eligible Inventory quantities on hand between the
         Borrower's perpetual accounting system and physical counts of the
         Eligible Inventory which will be equal to the amount of any such
         discrepancy, if any, that is in excess of 2.0%; and

<PAGE>

                                                                               3

                  (e) any other reserve as deemed appropriate by the
         Administrative Agent or the Majority Lenders in their discretion (not
         to be exercised unreasonably) based on the results of collateral and
         borrowing base evaluations and monitoring conducted by the
         Administrative Agent and its designated representatives.

                  The reserves described in clauses (a), (b), (c), (d) and (e)
above shall be subject to adjustment (and, in the case of clause (e),
establishment) by the Administrative Agent or the Majority Lenders in their
discretion (not to be exercised unreasonably) based on the results of collateral
and borrowing base evaluations and monitoring conducted by the Administrative
Agent and its designated representatives. Any such adjustment or the
establishment of a reserve pursuant to clause (e) by the Administrative Agent or
the Majority Lenders shall be made by written notice to the Borrower setting
forth in reasonable detail the basis for such adjustment or reserve, and shall
become effective for purposes of the first Borrowing Base Certificate that is
delivered pursuant to Section 5.09 at least five Business Days after the date of
receipt by the Borrower of such written notice.

                  "Adjusted Eligible Accounts Receivable" means, on any date, an
amount equal to (a) Eligible Accounts Receivable minus (b) the sum of, without
duplication, (i) the Dilution Reserve and (ii) the Accounts Receivable Reserves.

                  "Adjusted Eligible Finished Goods" means, on any date and with
respect to any division of the Borrower, an amount equal to (a) Eligible
Finished Goods relating to such division minus (b) the Inventory Reserves with
respect to the Eligible Inventory included in such Eligible Finished Goods minus
(c) the Additional Inventory Reserves with respect to the Eligible Inventory
included in such Eligible Finished Goods.

                  "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.

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

<PAGE>

                                                                               4

                  "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. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

                  "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 Salomon
Smith Barney Inc., as Joint Lead Arrangers and Joint Bookrunners 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.

                  "Availability Block" means an amount equal to $50,000,000.

<PAGE>

                                                                               5

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

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

                  "Borrowing" means Loans of the same Class and 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 Base" means, at the time of any determination, an
amount equal to the sum of, without duplication, (a) 85% of Adjusted Eligible
Accounts Receivable and (b) (i) if the Effective Advance Rate is equal to or
greater than the percentage equal to 85% of the Recovery Rate, 85% multiplied by
the Recovery Rate multiplied by the Inventory Value of all Inventory of the
Borrower and each other Grantor or (ii) if the Effective Advance Rate is less
than the percentage equal to 85% of the Recovery Rate, (A) the sum of (x) 35% of
Eligible Raw Materials plus (y) 65% of Adjusted Eligible Finished Goods relating
to the North American Tire Division plus (z) 60% of Adjusted Eligible Finished
Goods relating to the Retail Division, the Engineered Products Division, the
Chemical Products Division and the Wingfoot Division, respectively, minus (B)
the Rent Reserve, minus (C) the Priority Payables Reserve (the amount in clause
(ii) collectively, the "Inventory Advance Amount"). The Borrowing Base at any
time shall be determined by reference to the most recent Borrowing Base
Certificate delivered to the Administrative Agent pursuant to Section 5.09.
Subject to the provisions of Section 9.02(b)(ix), standards of eligibility and
reserves relating to the components of the Borrowing Base may be revised and
adjusted from time to time by the Administrative Agent or the Majority Lenders
in their discretion (not to be exercised unreasonably) based on the results of
collateral and borrowing base evaluations and monitoring conducted by the
Administrative Agent and its designated representatives. Any such revision or
adjustment by the Administrative Agent or the Majority Lenders shall be made by
written notice to the Borrower setting forth in reasonable detail the basis for
such revision or adjustment, and shall become effective for purposes of the
first Borrowing Base Certificate that is delivered pursuant to Section 5.09 at
least five Business Days after the date of receipt by the Borrower of such
written notice.

                  "Borrowing Base Availability" means, at the time of any
determination, an amount equal to (a) the lesser of (i) the Borrowing Base at
such time and (ii) the aggregate amount of the Commitments at such time, minus
(b) the Availability Block.

                  "Borrowing Base Certificate" means a certificate substantially
in the form of Exhibit E hereto (with such changes therein as may be reasonably
requested by the Administrative Agent from time to time to reflect the
components of and reserves against the Borrowing Base as provided for hereunder
from time to time), executed and certified on behalf of the Borrower as accurate
and complete in all material respects by a Financial Officer of the Borrower,
which shall include appropriate exhibits, schedules, supporting

<PAGE>

                                                                               6

documentation and additional reports as (a) outlined in Exhibit E hereto, (b)
reasonably requested by the Administrative Agent and (c) provided for in Section
5.09.

                  "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.

                  "Canadian Benefit Plans" means all material employee benefit
plans of any nature or kind whatsoever that are not Canadian Pension Plans and
are maintained or contributed to by any Credit Party having employees in Canada.

                  "Canadian Dollars" refers to lawful money of Canada.

                  "Canadian Pension Plans" means each plan which is a registered
pension plan within the meaning of the Income Tax Act (Canada).

                  "Canadian Security Agreements" has the meaning assigned to
such term in the Guarantee and Collateral Agreement.

                  "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.

<PAGE>

                                                                               7

                  "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 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 2.12(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.

                  "Chemical Products Division" means those standard business
units of the Borrower and the other Grantors classified as the "Chemical
Products Division" on the Borrower's perpetual inventory records.

                  "Class" when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Term Loans and, when used in reference to any Commitment,
refers to whether such Commitment is a Revolving Commitment or Term Loan
Commitment.

                  "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 a Revolving Commitment or a Term Loan
Commitment, or any combination thereof (as the context requires).

<PAGE>

                                                                               8

                  "Consent Subsidiary" means (a) any Subsidiary listed on Part I
or Part II of Schedule 1.01 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 an Affiliate of such Subsidiary in
order for such Subsidiary to execute the Guarantee and Collateral Agreement as
an ABL Facilities Grantor or a Subsidiary Guarantor and perform its obligations
thereunder, 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
Subsidiary listed in Part I or Part II of Schedule 1.01) 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, without duplication, of (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.

<PAGE>

                                                                               9

                  "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.

                  "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 and (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 2.07(e), the Security Documents and, for purposes
of Articles III, IV and VII only, each Borrowing Base Certificate delivered
pursuant to Section 5.09.

<PAGE>

                                                                              10

                  "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.

                  "Deposit Account" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

                  "Deposit Account Institution" has the meaning assigned to such
term in the Guarantee and Collateral Agreement.

                  "Dilution Factors" means, with respect to any period, the
aggregate amount recorded (in a manner consistent with current and historical
accounting practices of the Borrower) to reduce Eligible Accounts Receivable on
account of deductions, credit memos (net of related re-bills), returns,
incorrect billings, adjustments, allowances, bad debt write-offs and other
non-cash credits, in each case without duplication of any amounts relating to
reserves for volume rebates or cash discounts or any other items that are
included in the Accounts Receivable Reserves for such period or excluded from
the value of Eligible Accounts Receivable pursuant to the definition thereof.

                  "Dilution Ratio" means, on any date, the amount (expressed as
a percentage) equal to (a) the aggregate amount of the applicable Dilution
Factors for the 12 most recently ended fiscal months divided by (b) total gross
sales for the 12 most recently ended fiscal months.

                  "Dilution Reserve" means, on any date, (a) the applicable
Dilution Ratio on such date multiplied by (b) (i) Eligible Accounts Receivable
on such date minus (ii) the Accounts Receivable Reserves on such date.

                  "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.

                  "Documentation Agent" means each of Bank of America, N.A., The
CIT Group/Business Credit, Inc. and General Electric Capital Corporation, in its
capacity as documentation agent hereunder.

<PAGE>

                                                                              11

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

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

                  "Effective Advance Rate" means, on any date, the percentage
equal to the Inventory Advance Amount on such date divided by the Inventory
Value of all Inventory of the Borrower and each other Grantor on such date.

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

                  "Eligible Accounts Receivable" means, at the time of any
determination, each Account that satisfies the following criteria at the time of
such determination: such Account (a) has been invoiced to, and represents the
bona fide amounts due to the Borrower or another Grantor from, the purchaser of
goods or services, in each case originated in the ordinary course of business of
the Borrower or such Grantor and (b) is not ineligible for inclusion in the
calculation of the Borrowing Base pursuant to any of clauses (i) through (xxii)
below or otherwise deemed by the Administrative Agent or the Majority Lenders in
their discretion (not to be exercised unreasonably) to be ineligible for
inclusion in the calculation of the Borrowing Base based on the results of
collateral and borrowing base evaluations and monitoring conducted by the
Administrative Agent and its designated representatives; any such decision by
the Administrative Agent or the Majority Lenders shall be made by written notice
to the Borrower setting forth in reasonable detail the basis for such decision,
and shall become effective for purposes of the first Borrowing Base Certificate
that is delivered pursuant to Section 5.09 at least five Business Days after the
date of receipt by the Borrower of such written notice. Without limiting the
generality of foregoing, to qualify as Eligible Accounts Receivable an Account
shall indicate no Person other than the Borrower or another Grantor as payee or
remittance party. In determining the amount to be so included, the face amount
of an Account shall be reduced by, without duplication, to the extent not
reflected in such face amount, (a) the amount of all accrued and actual
discounts, claims, credits or credits pending, promotional program allowances,
price adjustments, finance charges or other allowances (including any amount
that the Borrower or another Grantor may be obligated to rebate to a customer
pursuant to the terms of any agreement or understanding (written or oral)), in
each case without duplication of any amounts that are included in the Accounts
Receivable Reserves or the Dilution Factors for such period, (b) the aggregate
amount of all limits and deductions provided for in this definition and (c) the
aggregate amount of all cash received in respect of such Account but not yet
applied by the Borrower or another Grantor to reduce the amount of such Account.
Standards of eligibility may be fixed from time to time by the Administrative
Agent or the Majority Lenders in their discretion (not to be exercised
unreasonably) based on the results of collateral and borrowing base evaluations
and monitoring conducted by the Administrative Agent and its designated
representatives. Any changes to such standards by the Administrative Agent or
the Majority Lenders shall be made by written notice to

<PAGE>

                                                                              12

the Borrower setting forth in reasonable detail the basis for such change, and
shall become effective for purposes of the first Borrowing Base Certificate that
is delivered pursuant to Section 5.09 at least five Business Days after the date
of receipt by the Borrower of such written notice. Unless otherwise approved
from time to time in writing by the Administrative Agent, an Account shall not
be an Eligible Account Receivable (or, in the case of clauses (vii) and (xv)
below, the affected portion of such Account shall be deemed not to be an
Eligible Account Receivable) if, without duplication:

                  (i) the Borrower or another Grantor does not have good and
         valid title to such Account; or

                  (ii) such Account (x) is unpaid more than 60 days from the
         original due date or (y) has been written off the books of the Borrower
         or another Grantor or has been otherwise designated on such books as
         uncollectible; or

                  (iii) more than 35% in face amount of all Accounts of the same
         Account Debtor (x) are unpaid more than 60 days from the original due
         date or (y) have been written off the books of the Borrower or another
         Grantor or have been otherwise designated on such books as
         uncollectible; or

                  (iv) the Account Debtor is insolvent or the subject of any
         bankruptcy case or insolvency proceeding of any kind; or

                  (v) such Account is not payable in U.S. Dollars and/or
         Canadian Dollars, the Account Debtor is not located inside the United
         States or Canada, the Account Debtor does not have significant assets
         inside the United States or Canada or the enforceability of such
         Account is not governed by the laws of the United States or Canada or
         any of their respective states, provinces, territories or possessions
         or any political subdivision of any thereof; or

                  (vi) the Account Debtor is the United States of America or
         Canada or any department, agency or instrumentality thereof, unless the
         Borrower or the other applicable Grantor duly assigns its rights to
         payment of such Account to the Administrative Agent pursuant to the
         Assignment of Claims Act of 1940, as amended, or the Financial
         Administration Act (Canada), as amended, as applicable, which
         assignment and related documents and filings shall be in form and
         substance satisfactory to the Administrative Agent; or

                  (vii) to the extent of any security deposit, progress payment,
         retainage or other similar advance made by or for the benefit of the
         applicable Account Debtor to which such Account is subject; or

                  (viii) such Account (x) is not subject to a valid and
         perfected first priority Lien in favor of the Administrative Agent for
         the benefit of the Secured Parties to the extent that such a Lien may
         be perfected by filing UCC financing statements

<PAGE>

                                                                              13

         or making such other personal property security filings or
         registrations as may be required under the laws of the applicable
         jurisdiction in which such Account Debtor is located or has its
         principal place of business or domicile (for the purposes of the Quebec
         Civil Code), subject to no other Liens other than Permitted
         Encumbrances (other than those described in clause (f) of the
         definition thereof) or (y) does not otherwise conform in all material
         respects to the applicable representations and warranties contained in
         the Credit Documents; or

                  (ix) (x) such Account was invoiced or payment was received
         thereon (A) in advance of goods or services provided or (B) more than
         once or (y) the associated income has not been earned; or

                  (x) such Account is a note receivable, non-trade Account or
         relates to payments for rent or interest; or

                  (xi) the sale to the Account Debtor is on a bill-and-hold,
         sale on approval or consignment (it being understood and agreed that an
         Account that arises in connection with a sale of such goods by the
         consignee thereof shall not be deemed to be ineligible by reason of
         this clause (xi)) or other similar basis or made pursuant to any other
         agreement (other than an ordinary course customer warranty) providing
         for repurchases or return of any merchandise which has been claimed to
         be defective or otherwise unsatisfactory; or

                  (xii) the goods giving rise to such Account have not been
         shipped and title has not been transferred to the Account Debtor or
         such Account represents a progress-billing; for purposes hereof,
         progress-billing means any invoice for goods sold or leased or services
         rendered under a contract or agreement pursuant to which the Account
         Debtor's obligation to pay such invoice is conditioned upon the
         Borrower's or the other applicable Grantor's completion of any further
         performance under such contract or agreement; or

                  (xiii) such Account arises out of a sale made by the Borrower
         or another Grantor to an Affiliate (other than an Eligible Affiliate)
         of the Borrower or such Grantor; or

                  (xiv) such Account was created by the Borrower or another
         Grantor as a new receivable for the unpaid portion of an outstanding
         Account; or

                  (xv) the Account Debtor (x) is a creditor, (y) has or has
         asserted a right of set-off against the Borrower or another Grantor
         with respect to such Account (unless such Account Debtor has entered
         into a written agreement reasonably acceptable to the Administrative
         Agent to waive such set-off rights) or (z) has disputed its liability
         (whether by chargeback, dispute or otherwise) or made any asserted or
         unasserted claim with respect to such Account or any other Account of
         the Borrower or such other Grantor (as applicable) which has not been
         resolved,

<PAGE>

                                                                              14

         in each case, without duplication, to the extent of the amount owed by
         the Borrower or such other Grantor (as applicable) to the Account
         Debtor, the amount of such actual or asserted right of set-off or the
         amount of such dispute or claim, as the case may be; or

                  (xvi) such Account does not comply in all material respects
         with the requirements of all applicable laws and regulations, whether
         Federal, State, provincial or local, including the Federal Consumer
         Credit Protection Act, the Federal Truth in Lending Act and Regulation
         Z of the Board; or

                  (xvii) such Account is for goods that have been sold under a
         purchase order or pursuant to the terms of a contract or other
         agreement or understanding (written or oral) that indicates that any
         Person other than the Borrower or another Grantor has or has had or has
         purported to have or have had an ownership interest in such goods and
         in the Account resulting from the sale of such goods; or

                  (xviii) such Account is an extended terms account, which is
         not due and payable within 180 days from the original date of invoice;
         or

                  (xix) such Account is created on cash on delivery terms or is
         payment for freight claims; or

                  (xx) to the extent that such Account has been reclassified, as
         a result of a workout or other similar situation relating to the credit
         worthiness of the applicable Account Debtor, from an account receivable
         to a note receivable; or

                  (xxi) the Account Debtor has not been instructed by the
         Borrower or any of the other Grantors to pay such Account directly into
         a Deposit Account in the Lockbox System; or

                  (xxii) such Account relates to the Retail Division or
         Wingfoot, unless such Account meets certain criteria and is deemed
         eligible by the Administrative Agent in its sole discretion.

                  Notwithstanding the foregoing, at the time of any
determination of Eligible Accounts Receivable, an amount equal to all Eligible
Accounts Receivable of any single Account Debtor and its Affiliates which in the
aggregate exceed (a) 12% in respect of an Account Debtor whose unsecured short
term debt is rated A3 or better by Moody's or A- or better by Standard & Poor's,
(b) 6% in respect of an Account Debtor whose unsecured short term debt does not
have the rating described in clause (a) but are rated Investment Grade by either
Moody's or Standard & Poor's and (c) 3% in respect of any other Account Debtor,
in each case of the total amount of all Eligible Accounts Receivable at such
time of determination shall be deemed not to be Eligible Accounts Receivable to
the extent of such excess. In determining the aggregate amount of Accounts from
the same Account Debtor that are unpaid more than 60 days from the due

<PAGE>

                                                                              15

date pursuant to clause (ii) above there shall be excluded the amount of any net
credit balances relating to Accounts with invoice dates more than 60 days from
the due date.

                  "Eligible Affiliate" means any Affiliate of the Borrower,
provided that (a) the Borrower or any of its other Affiliates does not Control
such Affiliate, (b) the Borrower and the Subsidiaries do not own, control or
hold, directly or indirectly, individually or in the aggregate, Equity Interests
of such Affiliate representing 50% or more of the equity or 50% or more of the
voting power or, in the case of a partnership, 50% or more of the general
partnership interests of such Affiliate, (c) the accounts of such Affiliate are
not consolidated with those of the Borrower in the Borrower's consolidated
financial statements (and are not required to be so consolidated in accordance
with GAAP), (d) each Account due to the Borrower or another Grantor from such
Affiliate requires payment for the goods sold or leased or the services rendered
to such Affiliate in cash and on terms that are no less favorable to the
Borrower or such Grantor, as the case may be, than those that could be obtained
at such time in arm's-length dealings with a Person who is not such an Affiliate
and (e) such Affiliate meets any other eligibility standard or requirement that
is imposed by the Administrative Agent or the Majority Lenders in their
discretion (not to be exercised unreasonably) based on the results of collateral
and borrowing base evaluations and monitoring conducted by the Administrative
Agent and its designated representatives; any changes to such standards or
requirements or the imposition of any additional standard or requirement by the
Administrative Agent or the Majority Lenders shall be made by written notice to
the Borrower setting forth in reasonable detail the basis for such change or
addition, and shall become effective for purposes of the first Borrowing Base
Certificate that is delivered pursuant to Section 5.09 at least five Business
Days after the date of receipt by the Borrower of such written notice.

                  "Eligible Finished Goods" means, on any date, the Inventory
Value of all Eligible Inventory of the Borrower and each other Grantor defined
as Finished Goods by the Borrower on such date as shown on the Borrower's
perpetual inventory records in accordance with its current and historical
accounting practices.

                  "Eligible Inventory" means, at the time of any determination
thereof, without duplication, the Inventory Value of the Inventory of the
Borrower and each other Grantor at the time of such determination that is not
ineligible for inclusion in the calculation of the Borrowing Base pursuant to
any of clauses (a) through (n) below or otherwise deemed by the Administrative
Agent or the Majority Lenders in their discretion (not to be exercised
unreasonably) to be ineligible for inclusion in the calculation of the Borrowing
Base based on the results of collateral and borrowing base evaluations and
monitoring conducted by the Administrative Agent and its designated
representatives; any such decision by the Administrative Agent or the Majority
Lenders shall be made by written notice to the Borrower setting forth in
reasonable detail the basis for such decision, and shall become effective for
purposes of the first Borrowing Base Certificate that is delivered pursuant to
Section 5.09 at least five Business Days after the

<PAGE>

                                                                              16

date of receipt by the Borrower of such written notice. Without limiting the
generality of the foregoing, to qualify as "Eligible Inventory" no Person other
than the Borrower or another Grantor shall have any direct or indirect
ownership, interest or title to such Inventory and no Person other than the
Borrower or another Grantor shall be indicated on any purchase order or invoice
with respect to such Inventory as having or purporting to have an interest
therein. Unless otherwise approved from time to time in writing by the
Administrative Agent, no Inventory shall be deemed Eligible Inventory to the
extent that such Inventory is accounted for in the Borrower's perpetual
inventory balance and, without duplication:

                  (a) it is not owned solely by the Borrower or another Grantor
         or the Borrower or another Grantor does not have good and valid title
         thereto; or

                  (b) it is not located in the United States or Canada; or

                  (c) it (i) is not either (x) located on a Permitted Inventory
         Location or (y) in transit from a Permitted Inventory Location to
         another Permitted Inventory Location or (ii) is located at a dormant
         facility that is no longer operated by the Borrower or another Grantor;
         or

                  (d) it is (i) goods returned or rejected by the Borrower's or
         another Grantor's customers and is not saleable in the ordinary course
         of business of the Borrower or another Grantor, (ii) Inventory in
         transit on the water via ship or other marine vessel to the Borrower or
         another Grantor or (iii) goods in transit from the Borrower or another
         Grantor to customers of the Borrower or another Grantor; or

                  (e) it is Inventory (other than Raw Materials) not sold in the
         ordinary course of business of the Borrower or another Grantor,
         including engineering stores, miscellaneous supplies, packaging or
         shipping materials, cartons, repair parts, fuel, labels, miscellaneous
         spare parts, samples, prototypes, displays or display items; or

                  (f) it is not subject to a valid and perfected first priority
         Lien in favor of the Administrative Agent for the benefit of the
         Secured Parties to the extent that such a Lien may be perfected by
         filing UCC financing statements or such other personal property
         security filings or registrations as may be required under the laws of
         the applicable jurisdiction in which such Inventory is located, subject
         to no other Liens other than Permitted Encumbrances (other than those
         described in clause (f) of the definition thereof); or

                  (g) it is classified by the Borrower or another Grantor as
         work in process; or

<PAGE>

                                                                              17

                  (h) it is consigned or at a customer location (other than
         Inventory consigned to original equipment manufacturers at no more than
         20 locations in total, each of which have Inventory of the Borrower and
         the other Grantors with an Inventory Value in excess of $300,000 and
         with respect to which, on or after the fifteenth day following the
         Effective Date, an Access Agreement has been obtained); or

                  (i) it is (i) being processed offsite at a third party
         processor at premises neither reflected in the Rent Reserve nor subject
         to a Lien Waiver or (ii) in transit to or from any such third party
         processor; or

                  (j) it is classified by the Borrower or another Grantor as
         "obsolete", "unmerchantable" or "off spec without a ready market", or
         does not otherwise conform in all material respects to the applicable
         representations and warranties contained in the Credit Documents; or

                  (k) it is marked for return by the Borrower or another Grantor
         to the vendor of such Inventory; or

                  (l) it does not meet in all material respects all materials
         standards imposed by any Governmental Authority having regulatory
         authority over it; or

                  (m) it is classified by the Borrower or another Grantor as
         casings used for the retreading of commercial truck tires; or

                  (n) it is classified by the Borrower or another Grantor as
         "shipped but not billed".

                  "Eligible Raw Materials" means, on any date, the Inventory
Value of all Eligible Inventory of the Borrower and each Grantor defined as Raw
Materials on such date as shown on the Borrower's perpetual inventory records in
accordance with its current and historical accounting practices.

                  "Engineered Products Division" means those standard business
units of the Borrower and the other Grantors classified as "Engineered Products
Division" on the Borrower's perpetual inventory records.

                  "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.

<PAGE>

                                                                              18

                  "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 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.

<PAGE>

                                                                              19

                  "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 in such
period 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 Net Cash Proceeds from the issuance and
sale of its Equity Interests or Indebtedness pursuant to Section 6.01(q).

                  "Excluded Operating Account" means payroll and other operating
accounts of the Borrower or any other Grantor that are not used to receive (a)
payments from any Account Debtor in respect of Accounts or (b) payments in
respect of Inventory, and containing only such amounts as required in the
Borrower's or such other Grantor's good faith judgment for near-term operational
purposes.

                  "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 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 2.16(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 2.14(a) or (ii) any

<PAGE>

                                                                              20

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 2.14(e).

                  "Existing Securitization Facilities" means (a) the
securitization facility made available pursuant to the Series 2001-1 Indenture
Supplement dated as of April 27, 2001 to the Base Indenture dated as of April
27, 2001 among Wingfoot A/R LLC, as issuer, The Goodyear Tire & Rubber Company,
as collection agent, The Chase Manhattan Bank, as administrative agent, certain
CP Conduit Purchasers, certain APA Banks, certain Funding Agents and The Chase
Manhattan Bank, as indenture trustee and (b) the securitization facility made
available pursuant to the Receivables Purchase Agreement dated July 27, 2001
between Goodyear Canada Inc., as seller and initial servicer, Montreal Trust
Company, as trustee of Bay Street Funding Trust, as issuer, and Scotia Capital
Inc., as administrator.

                  "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.

                  "Finished Goods" means completed goods that require no
additional processing or manufacturing to be sold by the Borrower or another
Grantor in the ordinary course of business.

                  "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 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, Canada, any other nation or any political subdivision thereof, whether
state, provincial or

<PAGE>

                                                                              21

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.

                  "Grantors" means the Borrower and each North American
Subsidiary that becomes, or is required to become, an ABL Facilities Grantor (as
defined in the Guarantee and Collateral Agreement) and, if applicable, a party
to any Canadian Security 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 Master
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 G.

                  "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

<PAGE>

                                                                              22

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 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" has the meaning set forth in Section 9.12.

                  "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 Revolving Borrowing or Term 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, 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

<PAGE>

                                                                              23

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.

                  "Inventory" has the meaning specified in the UCC.

                  "Inventory Reserves" means, on any date, an amount equal to
the sum of the following reserves maintained on the Borrower's general ledger
(calculated in each case in accordance with the current and historical
accounting practices of the Borrower) with respect to Eligible Inventory,
without duplication of any deductions made pursuant to the definitions of
"Additional Inventory Reserves," "Eligible Inventory" and "Inventory Value":

                  (a) a reserve for Inventory that is damaged;

                  (b) a revaluation reserve to reflect capitalized manufacturing
         variances whereby aggregate net variances (if favorable) shall be
         deducted from Eligible Inventory and aggregate net variances (if
         unfavorable) shall not be added to Eligible Inventory;

                  (c) a reserve equal to the aggregate Inventory Value of
         Eligible Inventory attributable to intercompany or intracompany profit
         among the Borrower and its Affiliates (other than Eligible Affiliates);
         and

                  (d) a lower of cost or market reserve for any differences
         between the Borrower's actual cost to produce versus the Borrower's
         sale price to third parties, determined on a product line basis.

                  "Inventory Value" means, with respect to any Inventory of the
Borrower or any other Grantor at the time of any determination thereof, an
amount equal to such Inventory carried on the perpetual inventory records of the
Borrower stated on a basis consistent with its current and historical accounting
practices, in U.S. Dollars, determined in accordance with the standard cost
method of accounting, which shall be, in the case of Inventory imported by the
Borrower or another Grantor into the United States of America or Canada, the
acquisition cost thereof plus transportation and freight charges plus import
duties.

                  "Investment Grade" means, in the case of Moody's, a credit
rating of Baa3 or better and, in the case of Standard & Poor's, a credit rating
of BBB- or better.

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

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

<PAGE>

                                                                              24

                  "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.

                  "Lien Waiver" means a written waiver of statutory or
contractual Liens on Inventory for unpaid rent or charges of a warehouseman or
bailee in form and substance reasonably satisfactory to the Administrative
Agent.

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

                  "Lockbox Agreements" has the meaning assigned to such term in
the Guarantee and Collateral Agreement.

                  "Lockbox System" has the meaning assigned to such term in the
Guarantee and Collateral Agreement.

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

<PAGE>

                                                                              25

                  "Majority Lenders" shall mean, at any time, Lenders having
aggregate Revolving Credit Exposures, Term Loans and unused Commitments
representing at least a majority of the sum of the total Revolving Credit
Exposures, Term Loans and unused Commitments at such time.

                  "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 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 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 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.

                  "Material Trademarks" has the meaning assigned to such term in
the Guarantee and Collateral Agreement.

                  "Maturity Date" means March 31, 2006.

                  "Moody's" means Moody's Investors Service, Inc., or any
successor thereto.

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

                  "NAIC" means the National Association of Insurance
Commissioners.

                  "Net Cash Proceeds" shall have the meaning assigned to such
term in the US Term Facility Agreement.

<PAGE>

                                                                              26

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

                  "North American Subsidiary" means any Subsidiary organized
under the laws of the United States or Canada or any of their respective states,
provinces, territories or possessions or any political subdivision of any
thereof.

                  "North American Tire Division" means those standard business
units of the Borrower and the other Grantors classified as "North American Tire
Division" on the Borrower's perpetual inventory records.

                  "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:

<PAGE>

                                                                              27

                  (a) (i) Liens imposed by law for taxes that are not yet due or
         are being contested and (ii) deemed trusts and Liens to which the
         Priority Payables Reserve relates for taxes, assessments or other
         charges or levies that are not yet due and payable;

                  (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;

                  (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 Inventory Location" means (a) property owned or
leased by the Borrower or a Grantor in the United States of America or Canada or
(b) a third party warehouse or dock in the United States of America or Canada
where Inventory of the Borrower or any Grantor is stored.

<PAGE>

                                                                              28

                  "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 Standard & Poor's 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 any State thereof
         which has a short term deposit rating of A1 from Standard & Poor's 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 Standard & Poor's
         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 Standard & Poor's 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).

<PAGE>

                                                                              29

                  "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" shall have the meaning assigned to such
term in the US Term Facility Agreement.

                  "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.

                  "Priority Payables Reserve" means, at any time, the sum of,
without duplication of any deductions made pursuant to the definitions of
"Additional Inventory Reserves", "Inventory Reserves", "Eligible Inventory" and
"Inventory Value", the full amount of the liabilities at such time which have a
trust imposed to provide for payment thereof or a security interest, Lien or
charge ranking or capable of ranking, in each case senior to or pari passu with
the Liens created under the Security Documents under Canadian federal,
provincial, county, municipal or local law with respect to claims for goods and
services taxes, sales tax, income tax, workers' compensation obligations,
vacation pay or pension fund obligations.

                  "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.

                  "Raw Material" means Inventory used or consumed in the
manufacturing of goods to be sold by the Borrower or another Grantor in the
ordinary course of business.

                  "Recovery Rate" means (a) the estimated net recovery of all
Inventory of the Borrower and the other Grantors stated in U.S. Dollars as
determined on a net orderly liquidation basis by the most recent analysis
conducted by outside inventory consultants/appraisers retained or approved by
the Administrative Agent and disclosed to the Borrower divided by (b) the
Inventory Value of all Inventory of the Borrower and each other Grantor as of
the date of such most recent analysis.

<PAGE>

                                                                              30

                  "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.

                  "Rent Reserve" means, on any date, with respect to any retail
store, distribution center, warehouse, manufacturing facility or other Permitted
Inventory Location where any Eligible Inventory that is subject to Liens arising
by operation of law is located and with respect to which no Lien Waiver is in
effect, a reserve equal to three months' rent and charges at such retail store,
distribution center, warehouse, manufacturing facility or other Permitted
Inventory Location.

                  "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.

                  "Retail Division" means those standard business units of the
Borrower and the other Grantors classified as "Retail Division" on the
Borrower's perpetual inventory records.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the earlier of (a) the Maturity
Date and (b) the date of termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder, expressed as an
amount representing the maximum permitted aggregate amount of such Lender's
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced or
increased from time to time pursuant to Section 2.06 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $500,000,000.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans at such time.

<PAGE>

                                                                              31

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Credit Exposure.

                  "Revolving Loan" means a Loan made pursuant to clause (ii) of
Section 2.01(a).

                  "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 Canadian Security Agreements and each other instrument or
document delivered pursuant to Section 5.08, in each case to secure any of the
Obligations.

                  "Standard & Poor's" means Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., or any successor thereto.

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                                                                              32

                  "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 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 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.

                  "Syndication Agent" means Citicorp USA, Inc., in its capacity
as syndication agent hereunder.

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

<PAGE>

                                                                              33

                  "Term Lender" means a Lender with a Term Loan Commitment or an
outstanding Term Loan.

                  "Term Loans" means a Loan made pursuant to clause (i) of
Section 2.01(a).

                  "Term Loan Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Term Loan hereunder on the
Effective Date, expressed as an amount representing the maximum principal amount
of the Term Loan to be made by such Lender hereunder, as such commitment may be
(a) reduced or increased from time to time pursuant to Section 2.06 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Term Loan
Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Term Loan Commitment, as
applicable. The initial aggregate amount of the Lenders' Term Loan Commitments
is $800,000,000.

                  "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.

                  "UCC" means Article 9 of the Uniform Commercial Code as from
time to time in effect in the State of New York.

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

                  "US Term Facility Agreement" means the $645,545,454 Term Loan
Agreement dated as of the date hereof among the Borrower, certain lenders,
JPMCB, as administrative agent, and BNP Paribas, as syndication 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.

<PAGE>

                                                                              34

                  "Wingfoot" means Wingfoot Commercial Systems LLC.

                  "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. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. 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 1.04. 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 tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

<PAGE>

                                                                              35

                  SECTION 1.05. 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. (a) Subject to the terms and
conditions set forth herein, each Lender agrees (i) to make Term Loans to the
Borrower on the Effective Date in a principal amount not exceeding its Term Loan
Commitment and (ii) to make Revolving Loans to the Borrower from time to time
during the Revolving Availability Period in an aggregate principal amount that
will not result in (x) such Lender's Revolving Credit Exposure exceeding such
Lender's Revolving Commitment or (y) the sum of the Revolving Credit Exposure
and the aggregate principal amount of the outstanding Term Loans exceeding the
Borrowing Base Availability then in effect.

                  (b) Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be
made as part of a Borrowing consisting of Loans of the same Class and Type made
by the Lenders ratably in accordance with their respective Commitments of the
applicable Class. 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 2.11, each Revolving Borrowing and Term
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

<PAGE>

                                                                              36

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 $1,000,000 and not less than $5,000,000; provided,
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments. Borrowings of more
than one Type and Class 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. Requests for Borrowing. To request a Revolving
Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent
of such request 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 day of the proposed Borrowing. Each 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. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing or a Term Loan Borrowing;

                  (ii) the aggregate amount of the requested Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

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

<PAGE>

                                                                              37

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. 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 proposed date thereof 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 an account designated by the Borrower in the applicable Borrowing
Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing 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 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 2.13.

                  SECTION 2.05. Interest Elections. (a) Each Revolving Borrowing
and Term Loan Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
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

<PAGE>

                                                                              38

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 by the time
that a Borrowing Request would be required under Section 2.03 if the Borrower
were requesting a Revolving Borrowing or Term Borrowing of the Type resulting
from such election to be made on the effective date of such election. 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".

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

<PAGE>

                                                                              39

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. Termination of Commitments; Reductions of
Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments
shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii)
the Revolving Commitments shall terminate on the Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments of any Class; provided that (i) each reduction of
the Commitments of any Class shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.08,
the total Revolving Credit Exposures would exceed the total Revolving
Commitments.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

                  SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Maturity Date and (ii) to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Term Loan of such Lender 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.

<PAGE>

                                                                              40

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and 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.

                  (e) Any Lender may request that Loans of any Class 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 2.08. 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 (c) of this
Section.

                  (b) In the event and on each occasion that the aggregate
Revolving Credit Exposures exceed the total Revolving Commitments, the Borrower
shall prepay Revolving Borrowings in an aggregate amount equal to such excess.
In the event and on each occasion that the sum of the aggregate Revolving Credit
Exposures, when taken together with the aggregate outstanding principal amount
of the Term Loans, exceed the Borrowing Base Availability then in effect, the
Borrower shall prepay Revolving Borrowings in an aggregate amount equal to such
excess and, in the event that after such prepayment of Revolving Borrowings any
such excess shall remain, the Borrower shall prepay Term Borrowings in an
aggregate amount equal to such remaining excess (or, to the extent of not more
than $80,000,000 of such remaining excess, deposit cash collateral in an account
with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders to secure the Obligations; provided that any amount
in such account that shall not have been applied to the payment of the
Obligations shall be returned to the Borrower at such time as no such remaining
excess shall exist; provided further that if after 60 days following the deposit
of such cash

<PAGE>

                                                                              41

collateral any of such cash collateral shall not have been returned to the
Borrower as provided above, the Borrower shall at such time repay Term
Borrowings in such amount (it being understood that such cash collateral may be
utilized to make such payment at such time)).

                  (c) 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; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Revolving Commitments as contemplated by Section 2.06, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.06. 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 (other than pursuant to
Section 2.08(b)) 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 2.10.

                  SECTION 2.09. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the rate of 0.75% per annum on the daily unused amount of the
Revolving Commitment of such Lender during the period from and including the
date hereof to but excluding the date on which such Revolving Commitment
terminates. Accrued commitment fees shall be payable in arrears in the case of
commitment fees in respect of the Revolving Commitments, on the last day of
March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

                  (b) 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.

                  (c) On each date on which (i) Revolving Commitments are
terminated or reduced, (ii) Term Loans are repaid or prepaid (whether on a
voluntary or mandatory basis), (iii) the Revolving Availability Period is
extended or (iv) the Maturity Date is extended, the Borrower agrees to pay to
the Administrative Agent for the account of each Lender holding a Revolving
Commitment or Term Loan, as applicable, on such date a fee equal to 2.00% or, at
any time on or after April 1, 2004, 1.00% of the amount of such

<PAGE>

                                                                              42

Lender's Revolving Commitments or Term Loans subject to such termination,
reduction, repayment, prepayment or extension.

                  (d) 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, to the Lenders. Fees paid shall not be refundable
under any circumstances.

                  SECTION 2.10. Interest. (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 and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; 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 (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), 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 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 2.11. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

<PAGE>

                                                                              43

                  (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 2.12. 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 (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), in each case by an amount deemed by such Lender to be material 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 with respect to
capital adequacy), then from time to time the Borrower will pay to such

<PAGE>

                                                                              44

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 2.13. 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 Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.08(c) and is revoked in accordance therewith), 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 2.16, 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

<PAGE>

                                                                              45

certificate within 10 days after receipt thereof, unless such amount is being
contested by the Borrower in good faith.

                  SECTION 2.14. 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 or 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, as the case may be, 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

<PAGE>

                                                                              46

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 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 2.15. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs.

                  (a) Except as required or permitted under Section 2.03, 2.12,
2.13, 2.14, 2.16 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, each reduction of the Commitments and each refinancing of any Borrowing
with a Borrowing of any Type, shall be allocated pro rata among the Lenders in
accordance with their respective Commitments (or, if such Commitments shall have
expired or been terminated, 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 2.12, 2.13 or 2.14 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, except that payments
pursuant to Sections 2.12, 2.13, 2.14, 2.16 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.

<PAGE>

                                                                              47

                  (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 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; 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 hereunder 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 2.16. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.12 or if the Borrower is
required to

<PAGE>

                                                                              48

pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.14, 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 2.12 or 2.14, 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
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 2.12, 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 2.14,
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 2.12
or payments required to be made pursuant to Section 2.14, 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

<PAGE>

                                                                              49

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 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).

<PAGE>

                                                                              50

                  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 (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 each of 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. (a) ERISA and Canadian Pension Plans. 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.

                  (b) The Canadian Pension Plans are duly registered under the
Income Tax Act (Canada) and all other applicable laws which require registration
and no event has occurred which is reasonably likely to cause the loss of such
registered status. All material obligations of each Credit Party (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with the Canadian Pension Plans and the funding
agreements therefor have been performed in a timely fashion. To the knowledge of
the Credit Parties there have been no improper withdrawals of the assets of the
Canadian Pension Plans or the Canadian Benefit Plans.

<PAGE>

                                                                              51

There are no outstanding material disputes concerning the assets of the Canadian
Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans
is being funded in accordance with the actuarial valuation reports last filed
with the applicable Governmental Authorities and which are consistent with
generally accepted actuarial principles.

                  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, each of the Guarantee and Collateral Agreement and the Canadian
Security Agreements 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 ABL Facilities Collateral, to the extent contemplated by the Guarantee
and Collateral Agreement or the Canadian Security Agreements, as the case may
be, and when financing statements in appropriate form are filed, and any other
applicable registrations are made, in the offices specified in the Perfection
Certificate, the Guarantee and Collateral Agreement and the Canadian Security
Agreements will create a perfected security interest (or hypothec, as
applicable) in all right, title and interest of the Grantors in the ABL
Facilities Collateral to the extent perfection can be obtained by filing Uniform
Commercial Code financing statements and making such other applicable filings
and registrations in such jurisdictions, prior and superior to the rights of any
other Person and subject to no other Lien other than Permitted Encumbrances.

                  (b) Upon (i) the recordation of the Guarantee and Collateral
Agreement or a memorandum of such Agreement with the United States Patent and
Trademark Office and (ii) the recordation of the Canadian Security Agreements
with the Canadian Intellectual Property Office, the Guarantee and Collateral
Agreement and the Canadian Security Agreements, as the case may be, will create
a perfected Lien on all right, title and interest of the Grantors in the
Material Trademarks in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office or the Canadian
Intellectual Property Office, as the case may be, subject to Liens permitted
under Section 6.02 (it being understood that subsequent recordings in the United
States Patent and Trademark Office or the Canadian Intellectual Property Office,
as the case

<PAGE>

                                                                              52

may be, 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(b) sets forth all the Material Trademarks.

                  (c) 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. This Agreement 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 each party hereto either (i) counterparts of this
         Agreement signed on behalf of 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 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 F-1 and (ii) the
         General Counsel, the Associate General Counsel or an Assistant General
         Counsel of the Borrower, substantially in the form of Exhibit F-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

<PAGE>

                                                                              53

         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                  (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 or registrations 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 North American Subsidiary (other than the Excluded
         Subsidiaries and the Consent Subsidiaries) a counterpart of the
         Guarantee and Collateral Agreement and, in the case of any North
         American Subsidiary that is not a Domestic Subsidiary, the Canadian
         Security Agreements 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

<PAGE>

                                                                              54

         $10,000,000 at December 31, 2002, and that shall not have elected to
         become an ABL Facilities Grantor) an ABL Facilities Grantor.

                  (k) all Uniform Commercial Code and other personal property
         security financing statements and recordations with the United States
         Patent and Trademark Office and the Canadian Intellectual Property
         Office, as the case may 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 ABL Facilities Collateral (to the extent
         such Liens may be perfected by filings under the Uniform Commercial
         Code or personal property security legislation, as the case may be, as
         in effect in any applicable jurisdiction or by filings with the United
         States Patent and Trademark Office and the Canadian Intellectual
         Property Office, as the case may be) shall have been filed or recorded
         or delivered to the Collateral Agent for filing or recording.

                  (l) The Existing Securitization Facilities shall have been
         terminated, and all right, title and interest of all Accounts of
         Wingfoot A/R LLC thereunder and all bank accounts with respect thereto
         shall have been reconveyed to the Borrower.

                  (m) The Administrative Agent shall have received evidence that
         (i) Lockbox Agreements shall have been executed and delivered by the
         Borrower and each Deposit Account Institution with respect to each
         Deposit Account in the Lockbox System (other than Excluded Operating
         Accounts) and (ii) such Lockbox Agreements shall have become effective.

                  (n) The facilities established by each of the New Facilities
         Credit Agreements (other than this Agreement) shall have become or
         shall simultaneously become effective on terms satisfactory to the
         Lenders.

                  (o) The Administrative Agent shall have completed an audit of
         the Collateral and the related systems and procedures of the Borrower
         and its Subsidiaries and the results thereof shall be reasonably
         satisfactory to the Arrangers.

                  (p) The Administrative Agent shall have received a completed
         interim calculation of such components of the Borrowing Base, as of
         such period, as the Administrative Agent shall agree.

         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 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

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                                                                              55

         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).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a conversion or
continuation of an outstanding Borrowing), shall be subject to the satisfaction
of the following conditions:

                  (a) The representations and warranties of the Borrower set
         forth in this Agreement and in the other Credit Documents (insofar as
         they relate to the transactions provided for herein or to the
         Collateral securing the Obligations) shall be true and correct in all
         respects material to the rights or interests of the Lenders under the
         Credit Documents on and as of the date of such Borrowing with the same
         effect as though made on and as of such date, except to the extent such
         representations and warranties expressly relate to an earlier date.

                  (b) After giving effect to such Borrowing, the sum of the
         Revolving Credit Exposure and the aggregate principal amount of the
         outstanding Term Loans shall not exceed the Borrowing Base Availability
         then in effect.

                  (c) At the time of and immediately after giving effect to such
         Borrowing no Default or Event of Default shall have occurred and be
         continuing and no breach of the delivery requirements of Section
         5.01(a) or (b) shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section.

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                                                                              56

                                   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; and concurrently with the
         filing of the Borrower's annual report on Form 10-K, an annual
         operating plan prepared by management of the Borrower in a manner
         consistent with past practice, which annual operating plan shall
         include, for the fiscal year in which it is delivered, (i) annual and
         quarterly projected income statements, annual and quarterly projected
         statements of cash flow, and a projected year-end balance sheet as of
         the last day of such fiscal year, in each case, for the Borrower and
         its Consolidated Subsidiaries, and (ii) quarterly projections of unit
         and dollar sales, EBIT and operating cash flow by business unit;

                  (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

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                                                                              57

         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;

                  (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 other Credit Documents, 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

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                                                                              58

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 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;
Access Rights. (a) 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.

                  (b) The Borrower will, and will cause each of the other
Grantors to, permit any representatives designated by the Administrative Agent
(including any consultants, accountants, lawyers and appraisers retained by the
Administrative Agent) (or by any Lender acting through the Administrative Agent)
to conduct quarterly evaluations and semiannual appraisals of the Borrower's
computation of the Borrowing Base and the assets included in the Borrowing Base
and such other assets and properties of the Borrower or the Subsidiaries as the
Administrative Agent or Majority Lenders may reasonably require, all at
reasonable times and upon advance notice to the Borrower and, if reasonably
requested at any time when Borrowing Base Availability shall be less than

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                                                                              59

$100,000,000, more often than quarterly, in the case of evaluations, or
semiannually, in the case of appraisals. The Borrower shall pay the reasonable
fees (including reasonable and customary internally allocated fees and expenses
of employees of the Administrative Agent as to which invoices have been
furnished) and expenses of any third party representatives retained by the
Administrative Agent as to which invoices have been furnished to conduct any
such evaluation or appraisal, including the reasonable fees and expenses
associated with collateral monitoring services performed by the Collateral Agent
Services Group of the Administrative Agent to the extent not otherwise agreed in
writing by the Borrower and the Administrative Agent. To the extent required by
the Administrative Agent or the Majority Lenders in their discretion (not to be
exercised unreasonably) as a result of any such evaluation, appraisal or
monitoring, the Borrower also agrees to modify or adjust the computation of the
Borrowing Base (which may include maintaining additional reserves or modifying
the eligibility criteria for the components of the Borrowing Base, but not
modifying the specifically enumerated advance rates specified in the definition
of the "Borrowing Base"). Any such modification or adjustment required by the
Administrative Agent or the Majority Lenders shall be made by written notice to
the Borrower setting forth in reasonable detail the basis for such modification
or adjustment, and shall become effective for purposes of the first Borrowing
Base Certificate that is delivered pursuant to Section 5.09 at least five
Business Days after the date of receipt by the Borrower of such written notice.

                  (c) In the event that historical accounting practices, systems
or reserves relating to the components of the Borrowing Base are modified in a
manner that is adverse to the Lenders in any material respect, the Borrower will
agree to maintain such additional reserves (for purposes of computing the
Borrowing Base) in respect of the components of the Borrowing Base and make such
other adjustments to its parameters for including the components of the
Borrowing Base as the Administrative Agent or the Majority Lenders in their
discretion (not to be exercised unreasonably) shall reasonably require based
upon such modifications.

                  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.

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                                                                              60

                  SECTION 5.08. Guarantees and Collateral. (a) In the event that
there shall at any time exist any North American Subsidiary (other than an
Excluded Subsidiary or Consent Subsidiary) that shall not be a party to the
Guarantee and Collateral Agreement or the Canadian Security Agreements, as the
case may be, 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 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 or the Canadian Security Agreements, as the case may be, in
substantially the form specified therein, duly executed and delivered on behalf
of such North American Subsidiary, pursuant to which such North American
Subsidiary will become a party to and a Subsidiary Guarantor and, if it elects
to become an ABL 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), an ABL 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 own any Material Trademarks (other than Material Trademarks 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 or other applicable personal property
security law filings and recordations with the Patent and Trademark Office or
the Canadian Intellectual Property 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 ABL Facilities Collateral (to the extent
such Liens may be perfected by filings under the Uniform Commercial Code or
other personal property security legislation as in effect in any applicable
jurisdiction or by filings with the United States Patent and Trademark Office or
the Canadian Intellectual Property 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 Trademark under the Guarantee
and Collateral Agreement or the Canadian Security Agreements, as the case may
be, a security interest shall not be required to be created in such Material
Trademark 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 Trademarks to be created under the Guarantee and Collateral Agreement
or the Canadian Security Agreements, as the case may be.

                  (c) 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

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                                                                              61

to be created under the terms of this Agreement to constitute valid security
interests, perfected in accordance with this Agreement.

                  (d) 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 North American Subsidiary listed on Part II of
Schedule 1.01A to execute the Guarantee and Collateral Agreement as an ABL
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), an ABL Facilities Grantor and perform its obligations thereunder and
shall advise the Collateral Agent in writing whether such consents have been
obtained, and if such consents have been obtained, will cause such North
American Subsidiary to execute the Guarantee and Collateral Agreement as
provided in paragraph (a) above.

                  SECTION 5.09. Borrowing Base Certificate. The Borrower will
furnish to the Administrative Agent, no later than (a) 15 days following the end
of each fiscal month (or, if such day is not a Business Day, the next succeeding
Business Day), a completed Borrowing Base Certificate showing the Borrowing Base
as of the close of business on the last day of such immediately preceding fiscal
month as outlined in Exhibit E, (b) the third Business Day of each week (or less
frequently if agreed to by the Administrative Agent in its sole discretion), an
interim calculation of Eligible Accounts Receivable as of Saturday of the
immediately preceding week and (c) if requested by the Administrative Agent, at
any other time when the Administrative Agent reasonably believes that the then
existing Borrowing Base Certificate is materially inaccurate, as soon as
reasonably practicable but in no event later than five Business Days after such
request, a completed Borrowing Base Certificate showing the Borrowing Base as of
the date so requested, in each case with such supporting documentation and
additional reports with respect to the Borrowing Base as the Administrative
Agent may reasonably request.

                                   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:

<PAGE>

                                                                              62

                  (a) Indebtedness under this Agreement (and related
         Indebtedness under the Security Documents) and additional Indebtedness
         that may be incurred pursuant to Section 9.02(c) that does not result
         in the aggregate principal amount of Indebtedness under this Agreement
         exceeding $1,600,000,000;

                  (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;

                  (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;

                  (g) Securitization Transactions (other than those permitted by
         Sections 6.01(j), (l) and (r)) 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;

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                                                                              63

                  (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 Leaseback Transactions) 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
         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;

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                                                                              64

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

                  (a) Liens created under the New Facilities 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;

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                                                                              65

                  (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;

                  (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;

<PAGE>

                                                                              66

                  (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
$125,000,000.

                  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.

                  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;

<PAGE>

                                                                              67

                  (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 practice in an 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;

<PAGE>

                                                                              68

                  (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
         JV or any J.V. Subsidiary (as defined in the European Facilities
         Agreement) to the Borrower or any of its Subsidiaries (other than the
         European JV, 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 not exceeding $75,000,000,
         other than Investments the proceeds of which are used (i) to repay
         loans under the US Term Facility Agreement or (ii) if there are no
         outstanding loans under the US Term Facility Agreement, to reduce
         commitments under the US Revolving Facility in an amount equal to such
         Investments;

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

<PAGE>

                                                                              69

                  (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;

                  (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)


<PAGE>
                                                                              70

         shall not exceed $300,000,000 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 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.

<PAGE>

                                                                              71

                  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 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 12/31/05           $  500,000,000

1/1/06 through 3/31/06            $  150,000,000
</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

December 31, 2004          2,500,000,000

March 31, 2005             2,000,000,000

June 30, 2005              2,000,000,000

September 30, 2005         2,000,000,000

December 31, 2005          2,000,000,000
</TABLE>

<PAGE>

                                                                              72


                   March 31, 2006             2,000,000,000


                  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 2.09 and 2.10, 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 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

<PAGE>

                                                                              73

         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 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 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;

<PAGE>

                                                                              74

                  (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: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately and (ii)
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 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 Commitments shall automatically terminate, 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

<PAGE>

                                                                              75

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.

                  The Agents shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent,
statement, instrument,

<PAGE>

                                                                              76

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.

                  Notwithstanding any other provision contained herein, (a) each
Lender acknowledges that the Administrative Agent is not acting as an agent of
the Borrower and

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                                                                              77

that the Borrower will not be responsible for acts or failures to act on the
part of the Administrative Agent and (b) neither the Syndication Agent nor any
of the Documentation Agents shall, in its capacity as such, have any
responsibilities under this Agreement or the other Credit Documents.

                                   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; Increase of Commitments and
Addition of Term or Revolving Tranches. (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

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                                                                              78

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 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 commitment 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 any commitment fee, 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, or effect any change to Article
XI of the Guarantee and Collateral Agreement, without the consent of each
adversely affected Lender, (vi) change Section 2.15 in a manner that would alter
the pro rata sharing of any payment without the written consent of each Lender
adversely affected thereby, (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, (viii) change any provision of any
Credit Document in a manner that by its terms adversely affects the rights in
respect of payments due to Lenders holding Loans of any Class differently from
those holding Loans of the other Class, without the written consent of Lenders
holding a majority in interest of the outstanding Loans and unused Commitments
of the affected Class or (ix) amend, modify or otherwise alter the definition of
"Availability Block" or the eligibility standards or advance rates used in
determining the Borrowing Base in a manner which would increase the amount of
the Borrowing Base Availability, without the prior written consent of each
Lender (provided

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                                                                              79

that if any amendment, modification or alteration is made after the date hereof
to any eligibility standard by the Administrative Agent or the Majority Lenders
as provided for herein in a manner which would decrease the amount of the
Borrowing Base Availability, such eligibility standard may be subsequently
amended, modified or altered in a manner which would increase the amount of the
Borrowing Base Availability with the prior written consent of Lenders holding
more than 85% in interest of the aggregate amount of the outstanding Loans and
unused Commitments so long as such eligibility standard, as so amended, modified
or altered, would not have increased the Borrowing Base Availability if it had
been applied on the date hereof); provided, further that no such agreement shall
amend, modify or otherwise affect the rights or duties of any of the Agents
under any Credit Document without the prior written consent of each Agent ;
provided further that any amendment, modification or waiver of this Agreement
that by its terms affects the rights or duties under this Agreement of the
Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not the
Revolving Lenders) may be effected by an agreement or agreements in writing
entered into by the Borrower and the requisite percentage in interest of the
affected Class of Lenders that would be required to consent thereto under this
Section if such Class of Lenders were the only Class of Lenders hereunder at
such time.

                  (c) Notwithstanding anything in paragraph (b) of this Section
to the contrary, this Agreement and the other Credit Documents may be amended at
any time and from time to time to increase the aggregate Term Loans by an
agreement in writing (an "Incremental Facility Amendment") entered into by the
Borrower, the Administrative Agent, the Collateral Agent and each Person
(including any Lender) (an "Incremental Lender") that shall agree to make such a
new Term Loan (and each such Person that shall not already be a Term Lender
shall, at the time such agreement becomes effective, become a Term Lender with
the same effect as if it had originally been a Term Lender under this Agreement
with the Term Loans set forth in such agreement); provided that the aggregate
outstanding principal amount of the new Term Loans shall at no time, without the
consent of the Majority Lenders, exceed $300,000,000; provided, further that the
yield with respect to such new Term Loans (taking into account upfront fees paid
to Incremental Lenders) may be no more than the then-current yield with respect
to the existing Term Loans at the time the Incremental Facility Amendment
becomes effective pursuant to its terms (it being understood that the pricing of
the existing Term Loans will be increased and/or additional fees will be paid to
the existing Term Lenders to the extent necessary to satisfy such requirement).
Any such agreement shall amend the provisions of this Agreement and the other
Credit Documents to set forth the terms of the new Term Loans established
thereby (including the amount, the interest to accrue and be payable thereon and
any fees to be payable in respect thereof) and to effect such other changes
(including changes to the provisions of this Section, other than Section
9.02(b)(i) through (ix)) as the Borrower and the Administrative Agent shall deem
necessary or advisable in connection with the establishment of any such Term
Loans. The Term Loans and Borrowings established pursuant to this paragraph
shall constitute Term Loans and Borrowings under, and shall be entitled to all
the benefits afforded by, this Agreement

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                                                                              80

and the other Credit Documents, and shall, without limiting the foregoing,
benefit equally and ratably from the Guarantees and security interests created
by the Guarantee and Collateral Agreement and the Security Documents.

                  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 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 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 hereunder, 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.

                  (b) The Borrower shall indemnify each Agent, each Arranger and
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
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 the
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of the Subsidiaries, or (iii) 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

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                                                                              81

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 any Arranger under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to such Agent or
Arranger, as the case may be, 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 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 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, an Approved Fund (as defined below), a Federal Reserve Bank or,
         if an Event of Default has occurred and is continuing, any other
         assignee; provided further that the consent of the Borrower and the
         consent of the Administrative Agent shall be required for an assignment
         by any Revolving Lender to any Person (other than a Revolving Lender);
         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:

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                                                                              82

                  (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;

                  (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; provided that this clause shall not
         be construed to prohibit the assignment of a proportionate part of all
         the assigning Lender's rights and obligations in respect of one Class
         of Commitments or Loans;

                  (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 2.12, 2.13, 2.14 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.

<PAGE>

                                                                              83

                  (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 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

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                                                                              84

         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 "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 2.12, 2.13 and 2.14 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 2.15(d)
as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
         greater payment under Section 2.12 or 2.14 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 2.14 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 2.14(e) as though
         it were a Lender.

<PAGE>

                                                                              85

                  (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
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
and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.12, 2.13, 2.14 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
of 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.

<PAGE>

                                                                              86

                  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.

                  (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.

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                                                                              87

                  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.

                  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

<PAGE>

                                                                              88

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 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 foregoing
provisions of the Guarantee and Collateral Agreement shall apply to each other
Security Document.

<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 AND REVOLVING
                                                      CREDIT AGREEMENT AMONG THE
                                                 GOODYEAR TIRE & RUBBER COMPANY,
                                                  THE LENDERS AND JPMORGAN CHASE
                                                   BANK, AS Administrative Agent

Name of Institution BANK OF AMERICA, N.A.

               by /s/ Dan Jelaca
                  --------------------------------
                  Name: Dan Jelaca
                  Title: Vice President

<PAGE>

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

Name of Institution: Citicorp USA, Inc.

               by /s/ James R. Williams
                  --------------------------------
                  Name: JAMES R. WILLIAMS
                  Title: Vice President

<PAGE>

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

Name of Institution: The CIT Group / Business Credit, Inc.

               by /s/ Gary L. Lambo
                  --------------------------------
                  Name: Gary L. Lambo
                  Title: VP

<PAGE>

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

Name of Institution: Congress Financial Corporation (Central)

               by /s/ Steven Linderman
                  --------------------------------
                  Name: Steven Linderman
                  Title: Senior Vice President

<PAGE>

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

Name of Institution: FLEET CAPITAL CORP

               by /s/ Allan R. Juleus
                  --------------------------------
                  Name: Allan R. Juleus
                  Title: Senior Vice President

<PAGE>

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

Name of Institution: Foothill Capital Corporation

               by /s/ Rina Shinoda
                  --------------------------------
                  Name: Rina Shinoda
                  Title: Vice President

<PAGE>

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

Name of Institution: GENERAL ELECTRIC CAPITAL CORPORATION

               by /s/ Donald J. Cavanagh
                  --------------------------------
                  Name: Donald J. Cavanagh
                  Title: Duly Authorized Signatory

<PAGE>

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

Name of Institution: GMAC Commercial Finance LLC

               by /s/ W. Wakefield Smith
                  --------------------------------
                  Name: W. Wakefield Smith
                  Title: Director

<PAGE>

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

Name of Institution: ORIX Financial Services, Inc.

               by /s/ Frank J Plank
                  --------------------------------
                  Name: Frank J Plank
                  Title: President

<PAGE>

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

Name of Institution: National City Commercial Finance, Inc.

               by /s/ Carla L. Kehres
                  --------------------------------
                  Name: Carla L. Kehres
                  Title: Senior Vice President

<PAGE>

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

Name of Institution: State Of California Public Employees' Retirement System

               by /s/ Thomas McDonagh
                  --------------------------------
                  Name: Thomas McDonagh
                  Title: Portfolio Manager

<PAGE>

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

Name of Institution: UPS Capital Corporation

               by /s/ Charles G. Johnson
                  --------------------------------
                  Name: Charles G. Johnson
                  Title: Senior Vice President